WO2011075643A1

WO2011075643A1 - Substituted heteroaryl fused derivatives as pi3k inhibitors

Info

Publication number: WO2011075643A1
Application number: PCT/US2010/061023
Authority: WO
Inventors: Andrew P. Combs; Yun-Long Li; Eddy W. Yue; Richard B. Sparks
Original assignee: Incyte Corporation
Priority date: 2009-12-18
Filing date: 2010-12-17
Publication date: 2011-06-23
Also published as: US20110190319A1; US9403847B2; US20140275127A1; US8759359B2

Abstract

The present invention provides fused derivatives of Formula (I) that modulate the activity of phosphoinositide 3-kinases (PI3Ks) and are useful in the treatment of diseases related to the activity of PBKs including, for example, inflammatory disorders, immune- based disorders, cancer, and other diseases.

Description

SUBSTITUTED HETEROARYL FUSED DERIVATIVES AS PI3K INHIBITORS

This application claims the benefit of priority of U.S. Provisional Appl. No. 61/287,893, filed December 18, 2009, which is incorporated herein by reference in its entirety.

TECHNICAL FIELD

The present invention provides substituted heteroaryl fused derivatives that modulate the activity of phosphoinositide 3-kinases (PBKs) and are useful in the treatment of diseases related to the activity of PBKs including, for example, inflammatory disorders, immune-based disorders, cancer, and other diseases.

BACKGROUND

The phosphoinositide 3-kinases (PBKs) belong to a large family of lipid signaling kinases that phosphorylate phosphoinositides at the D3 position of the inositol ring (Cantley, Science, 2002, 296(5573): 1655-7). PBKs are divided into three classes (class I, II, and III) according to their structure, regulation and substrate specificity. Class I PBKs, which include ΡΒΚα, ΡΒΚβ, ΡΒΚγ, and ΡΒΚδ, are a family of dual specificity lipid and protein kinases that catalyze the phosphorylation of phosphatidylinosito-4,5-bisphosphate (PIP₂) giving rise to phosphatidylinosito-3,4,5-trisphosphate (PIP₃). PIP₃ functions as a second messenger that controls a number of cellular processes, including growth, survival, adhesion and migration. All four class I PBK iso forms exist as heterodimers composed of a catalytic subunit (pi 10) and a tightly associated regulatory subunit that controls their expression, activation, and subcellular localization. ΡΒΚα, ΡΒΚβ, and ΡΒΚδ associate with a regulatory subunit known as p85 and are activated by growth factors and cytokines through a tyrosine kinase-dependent mechanism (Jimenez, et al, J Biol Chem., 2002, 277(44):41556-62) whereas ΡΒΚγ associates with two regulatory subunits (plOl and p84) and its activation is driven by the activation of G-protein- coupled receptors (Brock, et al, J Cell Biol, 2003, 160(l):89-99). PBKa and ΡΒΚβ are ubiquitously expressed. In contrast, ΡΒΚγ and ΡΒΚδ are predominantly expressed in leukocytes (Vanhaesebroeck, et al, Trends Biochem Sci., 2005, 30(4):194-204).

The differential tissue distribution of the PBK isoforms factors in their distinct biological functions. Genetic ablation of either PBKa or ΡΒΚβ results in embryonic lethality, indicating that ΡΒΚα and ΡΒΚβ have essential and non-redundant functions, at least during development (Vanhaesebroeck, et al., 2005). In contrast, mice which lack ΡΒΚγ and ΡΒΚδ are viable, fertile and have a normal life span although they show an altered immune system. ΡΒΚγ deficiency leads to impaired recruitment of macrophages and neutrophils to sites of inflammation as well as impaired T cell activation (Sasaki, et al., Science, 2000, 287(5455): 1040-6). ΡΒΚδ-mutant mice have specific defects in B cell signaling that lead to impaired B cell development and reduced antibody responses after antigen stimulation (Clayton, et al, J Exp Med. 2002, 196(6):753-63; Jou, et al, Mol Cell Biol. 2002, 22(24): 8580-91; Okkenhaug, et al, Science, 2002,

297(5583): 1031-4).

The phenotypes of the ΡΒΚγ and ΡΒΚδ-mutant mice suggest that these enzymes may play a role in inflammation and other immune-based diseases and this is borne out in preclinical models. ΡΒΚγ-mutant mice are largely protected from disease in mouse models of rheumatoid arthritis (RA) and asthma (Camps, et al, Nat Med. 2005, 11(9):936-43; Thomas, et al, Eur J Immunol. 2005, 35(4):1283-91). In addition, treatment of wild-type mice with a selective inhibitor of ΡΒΚγ was shown to reduce glomerulonephritis and prolong survival in the MRL-lpr model of systemic lupus nephritis (SLE) and to suppress joint inflammation and damage in models of RA (Barber, et al, Nat Med. 2005, 11(9):933-5; Camps, et al, 2005). Similarly, both ΡΒΚδ-mutant mice and wild-type mice treated with a selective inhibitor of ΡΒΚδ have been shown to have attenuated allergic airway inflammation and hyper-responsiveness in a mouse model of asthma (Ali, et al, Nature. 2004, 431(7011): 1007-11 ; Lee, et al, FASEB J. 2006, 20(3):455-65) and to have attenuated disease in a model of RA (Randis, et al, Eur. J. Immunol., 2008, 38(5): 1215-24).

In addition to their potential role in inflammatory diseases, all four class I PBK isoforms may play a role in cancer. The gene encoding pi 10a is mutated frequently in common cancers, including breast, prostate, colon and endometrial (Samuels, et al, Science, 2004, 304(5670):554; Samuels, et al, Curr Opin Oncol. 2006, 18(l):77-82). Eighty percent of these mutations are represented by one of three amino acid substitutions in the helical or kinase domains of the enzyme and lead to a significant upregulation of kinase activity resulting in oncogenic transformation in cell culture and in animal models (Kang, et al., Proc Natl Acad Sci U S A. 2005, 102(3):802-7; Bader, et al, Proc Natl Acad Sci U S A. 2006, 103(5): 1475-9). No such mutations have been identified in the other PBK isoforms although there is evidence that they can contribute to the development and progression of malignancies. Consistent overexpression of ΡΒΚδ is observed in acute myeloblastic leukemia (Sujobert, et al, Blood, 2005, 106(3): 1063- 6) and inhibitors of PI3K5 can prevent the growth of leukemic cells (Billottet, et al., Oncogene. 2006, 25(50):6648-59). Elevated expression of ΡΙ3Κγ is seen in chronic myeloid leukemia (Hickey, et al, J Biol Chem. 2006, 281(5):2441-50). Alterations in expression of ΡΒΚβ, ΡΒΚγ and ΡΒΚδ have also been observed in cancers of the brain, colon and bladder (Benistant, et al, Oncogene, 2000, 19(44):5083-90; Mizoguchi, et al, Brain Pathol. 2004, 14(4):372-7; Knobbe, et al, Neuropathol Appl Neurobiol. 2005, 31(5):486-90). Further, these isoforms have all been shown to be oncogenic in cell culture (Kang, et al, 2006).

Thus, new or improved agents which inhibit kinases such as PBK are continually needed for developing new and more effective pharmaceuticals that are aimed at augmentation or suppression of the immune and inflammatory pathways (such as immunosuppressive agents for organ transplants), as well as agents for the prevention and treatment of autoimmune diseases (e.g., multiple sclerosis, rheumatoid arthritis, asthma, type I diabetes, inflammatory bowel disease, Crohn's disease, autoimmune thyroid disorders, Alzheimer's disease, nephritis), diseases involving a hyperactive inflammatory response (e.g., eczema), allergies, lung diseases, cancer (e.g. , prostate, breast, leukemia, multiple myeloma), and some immune reactions (e.g. , skin rash or contact dermatitis or diarrhea) caused by other therapeutics. The compounds, compositions, and methods described herein are directed toward these needs and other ends.

SUMMARY

The present invention provides, inter alia, compounds of Formula I:

or a pharmaceutically acceptable salt thereof; wherein the variables are defined infra.

The present invention further provides compositions comprising a compound of the invention, or a pharmaceutically acceptable salt thereof, and at least one pharmaceutically acceptable carrier. The present invention also provides methods of modulating an activity of a PI3K kinase, comprising contacting the kinase with a compound of the invention, or a pharmaceutically acceptable salt thereof.

The present invention further provides methods of treating a disease in a patient, wherein said disease is associated with abnormal expression or activity of a PI3K kinase, comprising administering to said patient a therapeutically effective amount of a compound of the invention, or a pharmaceutically acceptable salt thereof.

The present invention further provides methods of treating an immune -based disease in a patient, comprising administering to said patient a therapeutically effective amount of a compound of the invention, or a pharmaceutically acceptable salt thereof.

The present invention also provides methods of treating a cancer in a patient, comprising administering to said patient a therapeutically effective amount of a compound of the invention, or a pharmaceutically acceptable salt thereof.

The present invention further provides methods of treating a lung disease in a patient, comprising administering to said patient a therapeutically effective amount of a compound of the invention, or a pharmaceutically acceptable salt thereof.

The present invention also provides a compound of invention, or a pharmaceutically acceptable salt thereof, for use in any of the methods described herein.

The present invention further provides use of a compound, or a pharmaceutically acceptable salt thereof, for the preparation of medicament for use in any of the methods described herein.

DETAILED DESCRIPTION

The present invention provides, inter alia, a compound of Formula I:

or a pharmaceutically acceptable salt thereof; wherein:

Z is O, S, or NR^A;

U is N; and V is C; or U is C; and V is N;

X is N or CR⁴; and Y is CR⁵ or N; or

X is absent; and Y is S or O;

Ar is heteroaryl, substituted with n independently selected R^B groups; wherein n is 0, 1 , 2, 3, 4, or 5;

Cy is cycloalkyl, heterocycloalkyl, aryl or heteroaryl, each substituted with m independently selected R groups; wherein m is 0, 1 , 2, 3, 4, or 5;

R^A is independently selected from H, Ci_₆ alkyl, C₂_₆ alkenyl, and C₂-6 alkynyl; each R^B is independently selected from -(Ci_₄ alkyl^-Cy¹, halo, Ci_₆ alkyl, C₂_₆ alkenyl, C₂_₆ alkynyl, Ci_₆ haloalkyl, halosulfanyl, CN, N0₂, OR^al, SR^al, C(0)R^bl, C(0)NR^clR^dl, C(0)OR^al, OC(0)R^bl, OC(0)NR^clR^dl, C(=NR^e)NR^clR^dl, NR^clC(=NR^e)NR^clR^dl, NR^clR^dl, NR^clC(0)R^bl, NR^clC(0)OR^al, NR^clC(0)NR^clR^dl, NR^clS(0)R^bl, NR^clS(0)₂R^bl,

NR^clS(0)₂NR^clR^dl, S(0)R^bl, S(0)NR^clR^dl, S(0)₂R^bl, and S(0)₂NR^clR^dl;

each R is independently selected from halo, Ci_₆ alkyl, C₂_₆ alkenyl, C₂_₆ alkynyl, Ci_6 haloalkyl, halosulfanyl, aryl, cycloalkyl, heteroaryl, heterocycloalkyl, CN, N0₂, OR^a, SR^a, C(0)R^b, C(0)NR^cR^d, C(0)OR^a, OC(0)R^b, OC(0)NR^cR^d, NR^cR^d, NR^cC(0)R^b, NR^cC(0)OR^a, NR^cC(0)NR^cR^d, C(=NR^e)R^b, C(=NR^e)NR^cR^d, NR^cC(=NR^e)NR^cR^d, NR^cS(0)R^b, NR^cS(0)₂R^b, NR^cS(0)₂NR^cR^d, S(0)R^b, S(0)NR^cR^d, S(0)₂R^b, and S(0)₂NR^cR^d; wherein said Ci_₆ alkyl, C₂_₆ alkenyl, C₂_₆ alkynyl, Ci_₆ haloalkyl, aryl, cycloalkyl, heteroaryl, and heterocycloalkyl are each optionally substituted with 1 , 2, 3, 4, or 5 substituents independently selected from halo, Ci_₆ alkyl, C₂_₆ alkenyl, C₂_₆ alkynyl, Ci_₆ haloalkyl, halosulfanyl, CN, N0₂, OR^a, SR^a, C(0)R^b, C(0)NR^cR^d, C(0)OR^a, OC(0)R^b, OC(0)NR^cR^d, C(=NR^e)NR^cR^d, NR^cC(=NR^e)NR^cR^d, NR^cR^d, NR^cC(0)R^b, NR^cC(0)OR^a, NR^cC(0)NR^cR^d, NR^cS(0)R^b, NR^cS(0)₂R^b, NR^cS(0)₂NR^cR^d, S(0)R^b, S(0)NR^cR^d, S(0)₂R^b, and S(0)₂NR^cR^d;

R¹ is independently selected from H, Ci_₆ alkyl, Ci_₆ haloalkyl, C₂_₆ alkenyl, and C₂_6 alkynyl; wherein said Ci_₆ alkyl, Ci_₆ haloalkyl, C₂_₆ alkenyl, and C₂_₆ alkynyl are each optionally substituted with 1 , 2, 3 or 4 substituents independently selected from halo, OH, CN, NR^1†R^2†, Ci_6 alkoxy, Ci_₆ haloalkoxy, thio, Ci_₆ alkylthio, Ci_₆ alkylsulfinyl, Ci_₆ alkylsulfonyl, carbamyl, Ci_₆ alkylcarbamyl, di(Ci_₆ alkyl)carbamyl, carboxy, Ci_₆ alkylcarbonyl, Ci_₆ alkoxycarbonyl, and Ci_₆ alkylcarbonylamino;

each R¹^ and R²^ is independently selected from H and Ci_₆ alkyl; or any R¹^ and R²^ together with the N atom to which they are attached form a 3-, 4-, 5-, 6-, or 7-membered heterocycloalkyl group, which is optionally substituted with 1 , 2, 3, or 4 substituents independently selected from Ci_₆ alkyl;

R², R³, R⁴, and R⁵ are each independently selected from H, OH, CN, N0₂, halo, Ci_6 alkyl, C₂_₆ alkynyl, C3-7 cycloalkyl, Ci_₆ haloalkyl, Ci_₆ alkoxy, Ci_₆ haloalkoxy, amino, Ci_₄ alkylamino, di(Ci_₆ alkyl)amino, thio, Ci_₆ alkylthio, Ci_₆ alkylsulfinyl, Ci_₆ alkylsulfonyl, carbamyl, Ci_₆ alkylcarbamyl, di(Ci_₆ alkyl)carbamyl, Ci_₆ alkylcarbonyl, carboxy, Ci_₆ alkoxycarbonyl, and Ci_₆ alkylcarbonylamino;

each Cy¹ is, independently, aryl, heteroaryl, cycloalkyl, or heterocycloalkyl, each optionally substituted by 1 , 2, 3, 4, or 5 substituents independently selected from halo, Ci_₆ alkyl, C₂-6 alkenyl, C₂_₆ alkynyl, Ci_₆ haloalkyl, halosulfanyl, CN, N0₂, OR^al, SR^al, C(0)R^bl,

C(0)NR^clR^dl, C(0)OR^al, OC(0)R^bl, OC(0)NR^clR^dl, C(=NR^e)NR^clR^dl, NR^clC(=NR^e)NR^clR^dl, NR^clR^dl, NR^clC(0)R^bl, NR^clC(0)OR^al, NR^clC(0)NR^clR^dl, NR^clS(0)R^bl, NR^clS(0)₂R^bl, NR^clS(0)₂NR^clR^dl, S(0)R^bl, S(0)NR^clR^dl, S(0)₂R^bl, and S(0)₂NR^clR^dl;

each R^a, R^b, R^c, and R^d is independently selected from H, Ci_₆ alkyl, C₂_₆ alkenyl, C₂_6 alkynyl, aryl, cycloalkyl, heteroaryl, heterocycloalkyl, arylalkyl, heteroarylalkyl,

cycloalkylalkyl, and heterocycloalkylalkyl, wherein said Ci_₆ alkyl, C₂_₆ alkenyl, C₂_₆ alkynyl, aryl, cycloalkyl, heteroaryl, heterocycloalkyl, arylalkyl, heteroarylalkyl, cycloalkylalkyl, or heterocycloalkylalkyl is optionally substituted with 1 , 2, 3, 4, or 5 substituents independently selected from Ci_₆ alkyl, Ci_₆ haloalkyl, halo, CN, OR^a5, SR^a5, C(0)R^b5, C(0)NR^c5R^d5,

C(0)OR^a5, OC(0)R^b5, OC(0)NR^c5R^d5, NR^c5R^d5, NR^c5C(0)R^b5, NR^c5C(0)NR^c5R^d5,

NR^c5C(0)OR^a5, C(=NR^f)NR^c5R^d5, NR^c5C(=NR^f)NR^c5R^d5, S(0)R^b5, S(0)NR^c5R^d5, S(0)₂R^b5, NR^c5S(0)₂R^b5, NR^c5S(0)₂NR^c5R^d5, and S(0)₂NR^c5R^d5;

or any R^c and R^d together with the N atom to which they are attached form a 3-, 4-, 5-, 6-, or 7-membered heterocycloalkyl group or a heteroaryl group, each optionally substituted with 1 , 2, or 3 substituents independently selected from Ci_₆ alkyl, Ci_₆ haloalkyl, halo, CN, OR^a5, SR^a5, C(0)R^b5, C(0)NR^c5R^d5, C(0)OR^a5, OC(0)R^b5, OC(0)NR^c5R^d5, NR^c5R^d5, NR^c5C(0)R^b5, NR^c5C(0)NR^c5R^d5, NR^c5C(0)OR^a5, C(=NR^f)NR^c5R^d5, NR^c5C(=NR^f)NR^c5R^d5, S(0)R^b5, S(0)NR^c5R^d5, S(0)₂R^b5, NR^c5S(0)₂R^b5, NR^c5S(0)₂NR^c5R^d5, and S(0)₂NR^c5R^d5;

each R^e and R^f is independently selected from H, Ci_₆ alkyl, CN, OR^a5, SR^b5, S(0)₂R^b5, C(0)R^b5, S(0)₂NR^c5R^d5, and C(0)NR^c5R^d5; each R^al, R^bl, R^cl, and R^dl is independently selected from H, Ci_₆ alkyl, C₂_₆ alkenyl, C₂_₆ alkynyl, aryl, cycloalkyl, heteroaryl, heterocycloalkyl, arylalkyl, heteroarylalkyl, cycloalkylalkyl, and heterocycloalkylalkyl, wherein said Ci_₆ alkyl, C₂_₆ alkenyl, C₂_₆ alkynyl, aryl, cycloalkyl, heteroaryl, heterocycloalkyl, arylalkyl, heteroarylalkyl, cycloalkylalkyl, or heterocycloalkylalkyl is optionally substituted with 1, 2, 3, 4, or 5 substituents independently selected from Ci_₆ alkyl, Ci_₆ haloalkyl, halo, CN, OR^a5, SR^a5, C(0)R^b5, C(0)NR^c5R^d5,

or any R^cl and R^dl together with the N atom to which they are attached form a 3-, 4-, 5-, 6-, or 7-membered heterocycloalkyl group or a heteroaryl group, each optionally substituted with 1, 2, or 3 substituents independently selected from Ci_₆ alkyl, Ci_₆ haloalkyl, halo, CN, OR^a5, SR^a5, C(0)R^b5, C(0)NR^c5R^d5, C(0)OR^a5, OC(0)R^b5, OC(0)NR^c5R^d5, NR^c5R^d5, NR^c5C(0)R^b5, NR^c5C(0)NR^c5R^d5, NR^c5C(0)OR^a5, C(=NR^f)NR^c5R^d5, NR^c5C(=NR^f)NR^c5R^d5, S(0)R^b5, S(0)NR^c5R^d5, S(0)₂R^b5, NR^c5S(0)₂R^b5, NR^c5S(0)₂NR^c5R^d5, and S(0)₂NR^c5R^d5;

each R^a5, R^b5, R^c5, and R^d5 is independently selected from H, Ci_₆ alkyl, Ci_₆ haloalkyl, C₂_₆ alkenyl, C₂_₆ alkynyl, aryl, cycloalkyl, heteroaryl, heterocycloalkyl, arylalkyl, heteroarylalkyl, cycloalkylalkyl, and heterocycloalkylalkyl, wherein said Ci_₆ alkyl, Ci_₆ haloalkyl, C₂_₆ alkenyl, C₂_₆ alkynyl, aryl, cycloalkyl, heteroaryl, heterocycloalkyl, arylalkyl, heteroarylalkyl, cycloalkylalkyl, or heterocycloalkylalkyl is optionally substituted with 1, 2, or 3 substituents independently selected from OH, CN, amino, halo, Ci_₆ alkyl, Ci_₆ alkoxy, Ci_₆ alkylthio, Ci_₆ alkylamino, di(Ci_₆ alkyl)amino, Ci_₆ haloalkyl, and Ci_₆ haloalkoxy;

or any R^c5 and R^d5 together with the N atom to which they are attached form a 3-, 4-, 5-, 6-, or 7-membered heterocycloalkyl group or heteroaryl group, each optionally substituted with 1, 2, or 3 substituents independently selected from OH, CN, amino, halo, Ci_₆ alkyl, Ci_₆ alkoxy, Ci_₆ alkylthio, Ci_₆ alkylamino, di(Ci_₆ alkyl)amino, Ci_₆ haloalkyl, and Ci_₆ haloalkoxy; and

r is 0 or 1.

In some embodiments, Z is NR^A.

In some embodiments, U is N and V is C.

In some embodiments, U is C and V is N. In some embodiments, X is CR⁴.

In some embodiments, X is N.

In some embodiments, Y is N.

In some embodiments, Y is CR⁵.

In some embodiments, X is absent.

In some embodiments, Y is O.

In some embodiments, X is absent; and Y is O.

In some embodiments, Y is O.

In some embodiments, Y is S.

In some embodiments, X is absent; and Y is S.

In some embodiments, R¹ is Ci_₆ alkyl.

In some embodiments, R¹ is methyl.

In some embodiments, R², R³, R⁴, and R⁵ are each independently selected from H, OH, CN, halo, Ci_4 alkyl, Ci_₄ haloalkyl, and Ci_₄ alkoxy.

In some embodiments, R², R³, R⁴, and R⁵ are each independently selected from H, CN, halo, Ci_4 alkyl, and Ci_₄ haloalkyl.

In some embodiments, R², R³, R⁴, and R⁵ are each independently selected from H, CN, F, CI, methyl, ethyl, and trifluoromethyl.

In some embodiments, R², R³, R⁴, and R⁵ are H.

In some embodiments, Cy is aryl or heteroaryl, each substituted with m independently selected R groups.

In some embodiments, Cy is aryl, substituted with m independently selected R groups. In some embodiments, Cy is phenyl, substituted with m independently selected R groups.

In some embodiments, Cy is heterocycloalkyl, substituted with m independently selected R^c groups.

In some embodiments, Cy is heteroaryl, substituted with m independently selected R groups.

In some embodiments, each R is independently selected from halo, Ci_₆ alkyl, C₂_₆ alkenyl, C₂_₆ alkynyl, Ci_₆ haloalkyl, CN, N0₂, OR^a, C(0)R^b, C(0)NR^cR^d, C(0)OR^a, OC(0)R^b, OC(0)NR^cR^d, NR^cR^d, NR^cC(0)R^b, NR^cC(0)OR^a, NR^cC(0)NR^cR^d, S(0)R^b, S(0)NR^cR^d, S(0)₂R^b, and S(0)₂NR^cR^d; wherein said Ci_₆ alkyl is optionally substituted with 1, 2, 3, 4, or 5 substituents independently selected from hydroxy, Ci_₆ alkoxy, and Ci_₆ haloalkoxy.

In some embodiments, each R is independently selected from halo, CN, Ci_₆ alkyl, Ci_₆ haloalkyl, CN, OR^a, C(0)R^b, C(0)NR^cR^d, C(0)OR^a, NR^cR^d, NR^cC(0)R^b, and S(0)₂R^b; wherein said Ci_6 alkyl is optionally substituted with 1, 2, 3, 4, or 5 substituents independently selected from hydroxy, Ci_₆ alkoxy, and Ci_₆ haloalkoxy.

In some embodiments, each R is independently halo or Ci_₆ alkyl.

In some embodiments, each R is fluoro or methyl.

In some embodiments, m is 1 , 2, or 3.

In some embodiments, m is 1 or 2.

In some embodiments, Ar is a bicyclic azaheteroaryl group, substituted with n independently selected R^B groups.

In some embodiments, Ar is a purine ring, substituted with n independently selected R^B groups.

In some embodiments, Ar is a moiety of formula:

wherein n is 0, 1, or 2.

In some embodiments, Ar is

In some embodiments, each R is independently selected from Ci_₆ alkyl, C₂_₆ alkenyl, C₂_6 alkynyl, Ci_₆ haloalkyl, NR^clR^dl, NR^clC(0)R^bl, and S(0)₂NR^clR^dl.

In some embodiments, each R^B is independently selected from Ci_₆ alkyl, and NR^clR^dl

In some embodiments, each R^B is independently selected from methyl, amino, Ci_₆ alkylamino, and di-Ci_6-alkylamino.

In some embodiments, each R^B is independently selected from methyl, and amino.

In some embodiments, n is 0, 1, or 2.

In some embodiments, n is 0 or 1. In some embodiments, n is 0.

In some embodiments, R^A is H.

In some embodiments, each R^a, R^b, R^c, and R^d is independently selected from H and Ci_₆ alkyl, wherein said Ci_₆ alkyl is optionally substituted with 1, 2, 3, 4, or 5 substituents

independently selected from Ci_₆ alkyl, Ci_₆ haloalkyl, halo, CN, OR^a5, SR^a5, C(0)R^b5,

C(0)NR^c5R^d5, C(0)OR^a5, OC(0)R^b5, OC(0)NR^c5R^d5, NR^c5R^d5, NR^c5C(0)R^b5,

NR^c5C(0)NR^c5R^d5, NR^c5C(0)OR^a5, C(=NR^f)NR^c5R^d5, NR^c5C(=NR^f)NR^c5R^d5, S(0)R^b5,

S(0)NR^c5R^d5, S(0)₂R^b5, NR^c5S(0)₂R^b5, NR^c5S(0)₂NR^c5R^d5, and S(0)₂NR^c5R^d5.

In some embodiments, each R^al, R^bl, R^cl, and R^dl is independently selected from H and Ci_6 alkyl, wherein said Ci_₆ alkyl is optionally substituted with 1, 2, 3, 4, or 5 substituents independently selected from Ci_₆ alkyl, Ci_₆ haloalkyl, halo, CN, OR^a5, SR^a5, C(0)R^b5,

C(0)NR^c5R^d5, C(0)OR^a5, OC(0)R^b5, OC(0)NR^c5R^d5, NR^c5R^d5, NR^c5C(0)R^b5,

In some embodiments, each R^a5, R^b5, R^c5, and R^d5 is independently selected from H and Ci_6 alkyl, wherein said Ci_₆ alkyl is optionally substituted with 1, 2, or 3 substituents

independently selected from OH, CN, amino, halo, Ci_₆ alkyl, Ci_₆ alkoxy, Ci_₆ alkylthio, Ci_₆ alkylamino, di(Ci_₆ alkyl)amino, Ci_₆ haloalkyl, and Ci_₆ haloalkoxy.

In some embodiments,

each R^a, R^b, R^c, and R^d is independently selected from H, Ci_₆ alkyl, C₂_₆ alkenyl, C₂_₆ alkynyl, aryl, cycloalkyl, heteroaryl, heterocycloalkyl, arylalkyl, heteroarylalkyl, cycloalkylalkyl, and heterocycloalkylalkyl, wherein said Ci_₆ alkyl, C₂_₆ alkenyl, C₂_₆ alkynyl, aryl, cycloalkyl, heteroaryl, heterocycloalkyl, arylalkyl, heteroarylalkyl, cycloalkylalkyl, or heterocycloalkylalkyl is optionally substituted with 1, 2, 3, 4, or 5 substituents independently selected from Ci_₆ alkyl, Ci_₆ haloalkyl, halo, CN, OR^a5, SR^a5, C(0)R^b5, C(0)NR^c5R^d5, C(0)OR^a5, OC(0)R^b5,

OC(0)NR^c5R^d5, NR^c5R^d5, NR^c5C(0)R^b5, NR^c5C(0)NR^c5R^d5, NR^c5C(0)OR^a5, C(=NR^f)NR^c5R^d5, NR^c5C(=NR^f)NR^c5R^d5, S(0)R^b5, S(0)NR^c5R^d5, S(0)₂R^b5, NR^c5S(0)₂R^b5, NR^c5S(0)₂NR^c5R^d5, and S(0)₂NR^c5R^d5;

or any R^c and R^d together with the N atom to which they are attached form a 3-, 4-, 5-, 6-, or 7-membered heterocycloalkyl group, each optionally substituted with 1, 2, or 3 substituents independently selected from Ci_₆ alkyl, Ci_₆ haloalkyl, halo, CN, OR^a5, SR^a5, C(0)R^b5, C(0)NR^c5R^d\ C(0)OR^a\ OC(0)R^b\ OC(0)NR^c5R^d\ M R , NR^c5C(0)R^b\

S(0)NR^c5R^d5, S(0)₂R^b5, NR^c5S(0)₂R^b5, NR^c5S(0)₂NR^c5R^d5, and S(0)₂NR^c5R^d5;

each R^e and R^f are each H;

each R^al, R^bl, R^cl, and R^dl is independently selected from H, Ci_₆ alkyl, C₂_₆ alkenyl, C₂_₆ alkynyl, aryl, cycloalkyl, heteroaryl, heterocycloalkyl, arylalkyl, heteroarylalkyl, cycloalkylalkyl, and heterocycloalkylalkyl, wherein said Ci_₆ alkyl, C₂_₆ alkenyl, C₂_₆ alkynyl, aryl, cycloalkyl, heteroaryl, heterocycloalkyl, arylalkyl, heteroarylalkyl, cycloalkylalkyl, or heterocycloalkylalkyl is optionally substituted with 1, 2, 3, 4, or 5 substituents independently selected from Ci_₆ alkyl, Ci_₆ haloalkyl, halo, CN, OR^a5, SR^a5, C(0)R^b5, C(0)NR^c5R^d5, C(0)OR^a5, OC(0)R^b5,

or any R^cl and R^dl together with the N atom to which they are attached form a 3-, 4-, 5-, 6-, or 7-membered heterocycloalkyl group, each optionally substituted with 1, 2, or 3

substituents independently selected from Ci_₆ alkyl, Ci_₆ haloalkyl, halo, CN, OR^a5, SR^a5, C(0)R^b5, C(0)NR^c5R^d5, C(0)OR^a5, OC(0)R^b5, OC(0)NR^c5R^d5, NR^c5R^d5, NR^c5C(0)R^b5,

each R^a5, R^b5, R^c5, and R^d5 is independently selected from H, Ci_₆ alkyl, Ci_₆ haloalkyl, C₂_6 alkenyl, C₂_₆ alkynyl, aryl, cycloalkyl, heteroaryl, heterocycloalkyl, arylalkyl,

heteroarylalkyl, cycloalkylalkyl, and heterocycloalkylalkyl, wherein said Ci_₆ alkyl, Ci_₆ haloalkyl, C₂_₆ alkenyl, C₂_₆ alkynyl, aryl, cycloalkyl, heteroaryl, heterocycloalkyl, arylalkyl, heteroarylalkyl, cycloalkylalkyl, or heterocycloalkylalkyl is optionally substituted with 1, 2, or 3 substituents independently selected from OH, CN, amino, halo, Ci_₆ alkyl, Ci_₆ alkoxy, Ci_₆ alkylthio, Ci_₆ alkylamino, di(Ci_₆ alkyl)amino, Ci_₆ haloalkyl, and Ci_₆ haloalkoxy;

or any R^c5 and R^d5 together with the N atom to which they are attached form a 3-, 4-, 5-, 6-, or 7-membered heterocycloalkyl group, each optionally substituted with 1, 2, or 3

substituents independently selected from OH, CN, amino, halo, Ci_₆ alkyl, Ci_₆ alkoxy, Ci_₆ alkylthio, Ci_₆ alkylamino, di(Ci_₆ alkyl)amino, Ci_₆ haloalkyl, and Ci_₆ haloalkoxy.

In some embodiments, the compound is a compound of Formula la:

la

or a pharmaceutically acceptable salt thereof.

In some embodiments, the co rmula Ia-1 :

Ia-1

or a pharmaceutically acceptable salt thereof.

In some embodiments, the compound is a compound of Formula Ila, Illb, or IVb:

Ila Ilia IVa

or a pharmaceutically acceptable salt thereof.

In some embodiments, the compound is a compound of Formula Ia-2:

Ia-2 or a pharmaceutically acceptable salt thereof.

In some embodiments, the compound is a compound of Formula lib, Illb, or IVb:

lib Illb IVb or a pharmaceutically acceptable salt thereof.

In some embodiments, the compound is a compound of Formula II, III, or IV:

or a pharmaceutically acceptable salt thereof.

In some embodiments:

Z is NR^A;

Cy is aryl or heteroaryl, each substituted with m independently selected R groups;

each R is independently selected from halo, Ci_₆ alkyl, C₂_₆ alkenyl, C₂_₆ alkynyl, Ci_6 haloalkyl, halosulfanyl, CN, N0₂, OR^a, SR^a, C(0)R^b, C(0)NR^cR^d, C(0)OR^a, OC(0)R^b, OC(0)NR^cR^d, NR^cR^d, NR^cC(0)R^b, NR^cC(0)OR^a, NR^cC(0)NR^cR^d, C(=NR^e)R^b, C(=NR^e)NR^cR^d, NR^cC(=NR^e)NR^cR^d, NR^cS(0)R^b, NR^cS(0)₂R^b, NR^cS(0)₂NR^cR^d, S(0)R^b, S(0)NR^cR^d, S(0)₂R^b, and S(0)₂NR^cR^d; wherein said Ci_₆ alkyl, C₂_₆ alkenyl, C₂_₆ alkynyl, and Ci_₆ haloalkyl are each optionally substituted with 1 , 2, 3, 4, or 5 substituents independently selected from halo, Ci_₆ alkyl, C₂_₆ alkenyl, C₂_₆ alkynyl, Ci_₆ haloalkyl, halosulfanyl, CN, N0₂, OR^a, SR^a, C(0)R^b, C(0)NR^cR^d, C(0)OR^a, OC(0)R^b, OC(0)NR^cR^d, C(=NR^e)NR^cR^d, NR^cC(=NR^e)NR^cR^d, NR^cR^d, NR^cC(0)R^b, NR^cC(0)OR^a, NR^cC(0)NR^cR^d, NR^cS(0)R^b, NR^cS(0)₂R^b, NR^cS(0)₂NR^cR^d, S(0)R^b, S(0)NR^cR^d, S(0)₂R^b, and S(0)₂NR^cR^d; Ar is a bicyclic azaheteroaryl group, substituted with n independently selected R groups;

R¹ is Ci_6 alkyl;

R^A is selected from H and Ci_₆ alkyl;

each R^B is independently selected from Ci_₆ alkyl and NR^R^R¹;

R², R³, R⁴, and R⁵ are each independently selected from H, OH, CN, halo, Ci_₄ alkyl, Ci_₄ haloalkyl, and Ci_₄ alkoxy;

m is 1 , 2 or 3; and

n is 0 or 1.

In some embodiments:

Z is NR^A;

each R is independently selected from halo, Ci_₆ alkyl, C₂_₆ alkenyl, C₂_6 alkynyl, Ci_6 haloalkyl, CN, N0₂, OR^a, C(0)R^b, C(0)NR^cR^d, C(0)OR^a, OC(0)R^b, OC(0)NR^cR^d, NR^cR^d, NR^cC(0)R^b, NR^cC(0)OR^a, NR^cC(0)NR^cR^d, S(0)R^b, S(0)NR^cR^d, S(0)₂R^b, and S(0)₂NR^cR^d; wherein said Ci_₆ alkyl is optionally substituted with 1 , 2, 3, 4, or 5 substituents independently selected from hydroxy, Ci_₆ alkoxy, and Ci_₆ haloalkoxy;

Ar is a bicyclic azaheteroaryl group, substituted with n independently selected R^B groups;

R¹ is Ci_6 alkyl;

R^A is H or Ci_6 alkyl;

each R^B is independently selected from Ci_₆ alkyl and NR^clR^dl;

R², R³, R⁴, R⁵, R⁶, and R⁷ are each independently selected from H, halo, CN, Ci_₆ alkyl, and Ci_₆ haloalkyl;

m is 1 , 2 or 3; and

n is 0 or 1.

In some embodiments:

Z is NR^A;

Cy is aryl, substituted with m independently selected R groups; each R is independently selected from halo, CN, Ci_₆ alkyl, Ci_₆ haloalkyl, CN, OR^a, C(0)R^b, C(0)NR^cR^d, C(0)OR^a, NR^cR^d, NR^cC(0)R^b, and S(0)₂R^b; wherein said Ci_₆ alkyl is optionally substituted with 1 , 2, 3, 4, or 5 substituents independently selected from hydroxy, Ci_6 alkoxy, and Ci_₆ haloalkoxy;

Ar is a purine ring, substituted with n independently selected R^B groups;

R^A is H or Ci_6 alkyl;

each R^B is independently selected from Ci_₆ alkyl and NR^clR^dl;

m is 1 , 2 or 3; and

n is 0 or 1.

In some embodiments:

Z is NR^A;

Cy is phenyl, substituted with m independently selected R groups; each R is independently halo or methyl;

R^A is a moiety of formula:

R^A is H;

each R^B is independently selected from methyl and amino.

R¹ is independently selected from methyl;

R², R³, R⁴, and R⁵ are each independently selected from H, CN, F, CI, methyl, ethyl, and trifluoromethyl;

m is 1 , 2 or 3; and

n is 0 or 1.

In some embodiments, the compound is selected from:

N- { 1 - [3 -(3 ,5 -Difluorophenyl)-5 -methylimidazo [ 1 ,2-a]pyridin-2-yl] ethyl} - H-purin-6- amine;

N- { 1 -[3-(3-Fluorophenyl)imidazo[l ,2-a]pyridin-2-yl]ethyl} - H-purin-6-amine; N- { 1 -[5-(3,5-Difluorophenyl)imidazo[2, 1 -b] [ 1 ,3]thiazol-6-yl]ethyl} -PH-purin- 6-amine;

N- { 1 -[5-(3-Fluorophenyl)-3-methylimidazo[2, 1 -b] [ 1 ,3]thiazol-6-yl]ethyl} - H-purin-6- amine;

N- { 1 -[5-(3-Fluorophenyl)-2-methylimidazo[2, 1 -b] [ 1 ,3]thiazol-6-yl]ethyl} - H-purin-6- amine;

N- { 1 -[6-Chloro-3-(3-fluorophenyl)imidazo[ 1 ,2-a]pyridin-2-yl]ethyl} -9H-purin- 6-amine;

N- { 1 -[5-Chloro-3-(3-fluorophenyl)imidazo[ 1 ,2-a]pyridin-2-yl]ethyl} - H-purin- 6-amine;

N- { 1 -[3-(3-Fluorophenyl)-6-methylimidazo[ 1 ,2-a]pyridin-2-yl]ethyl} -9H-purin- 6-amine;

N- { 1 -[3-(3-Fluorophenyl)-7-methylimidazo[ 1 ,2-a]pyridin-2-yl]ethyl} -9H-purin- 6-amine;

N- { 1 -[3-(3-Fluorophenyl)-8-methylimidazo[ 1 ,2-a]pyridin-2-yl]ethyl} -9H-purin-6-amine; N- { 1 -[8-Chloro-3-(3-fluorophenyl)imidazo[ 1 ,2-a]pyridin-2-yl]ethyl} -9H-purin-6-amine; N- { 1 -[8-Ethyl-3-(3-fluorophenyl)imidazo[ 1 ,2-a]pyridin-2-yl]ethyl} -9H-purin- 6-amine;

N- { 1 -[7-Chloro-3-(3-fluorophenyl)imidazo[ 1 ,2-a]pyridin-2-yl]ethyl} -9H-purin-6-amine; N- { 1 -[8-Fluoro-3-(3-fluorophenyl)imidazo[l ,2-a]pyridin-2-yl]ethyl} -9H-purin-6-amine; N- { 1 -[3-(3-Fluorophenyl)-8-(trifluoromethyl)imidazo[ 1 ,2-a]pyridin-2-yl]ethyl} -9H- purin-6-amine;

3-(3-Fluorophenyl)-2-[l-(9H-purin-6-ylamino)ethyl]imidazo[l,2-a]pyridine- 8-carbonitrile;

N-{l-[3-(4-Methylphenyl)imidazo[l,2-a]pyridin-2-yl]ethyl}- H-purin-6-amine;

N- { 1 -[3-(2,3-Difluorophenyl)imidazo[ 1 ,2-a]pyridin-2-yl]ethyl} - H-purin- 6-amine;

N- { 1 -[3-(2-Fluorophenyl)imidazo[l ,2-a]pyridin-2-yl]ethyl} - H-purin-6-amine;

N-{l-[3-(2-Methylphenyl)imidazo[l,2-a]pyridin-2-yl]ethyl}- H-purin-6-amine;

N- { 1 -[3-(2,5-Difluorophenyl)imidazo[ 1 ,2-a]pyridin-2-yl]ethyl} - H-purin- 6-amine; N- { l-[3-(3-Methylphenyl)imidazo[l ,2-a]pyridin-2-yl]ethyl}- H-purin-6-amine;

N- { 1 -[3-(3,5-Difluo rophenyl)imidazo[ 1 ,2-a]pyridin-2-yl]ethyl} - H-purin- 6-amine;

N- { 1 -[3-(4-Fluorophenyl)imidazo[l ,2-a]pyridin-2-yl]ethyl} - H-purin-6-amine; and N- { 1 - [3 -(3 ,5 -Difluorophenyl)pyrazolo [ 1 ,5 -a]pyridin-2-yl] ethyl} - H-purin-6-amine; or a pharmaceutically acceptable salt thereof.

It is further appreciated that certain features of the invention, which are, for clarity, described in the context of separate embodiments, can also be provided in combination in a single embodiment. Conversely, various features of the invention which are, for brevity, described in the context of a single embodiment, can also be provided separately or in any suitable subcombination.

At various places in the present specification, linking substituents are described. It is specifically intended that each linking substituent include both the forward and backward forms of the linking substituent. For example, -NR(CR'R")_n- includes both -NR(CR'R")_n- and - (CR'R")_nNR-. Where the structure clearly requires a linking group, the Markush variables listed for that group are understood to be linking groups. For example, if the structure requires a linking group and the Markush group definition for that variable lists "alkyl" or "aryl" then it is understood that the "alkyl" or "aryl" represents a linking alkylene group or arylene group, respectively.

The term "n-membered" where n is an integer typically describes the number of ring- forming atoms in a moiety where the number of ring-forming atoms is n. For example, piperidinyl is an example of a 6-membered heterocycloalkyl ring, pyrazolyl is an example of a 5- membered heteroaryl ring, pyridyl is an example of a 6-membered heteroaryl ring, and 1 ,2,3,4- tetrahydro-naphthalene is an example of a 10-membered cycloalkyl group.

Throughout the definitions, the term "C_x__y" is refered to indicate Ci_₄, Ci_₆, and the like, wherein x and y are integers and indicate the number of carbons, wherein x-y indicates a range which includes the endpoints.

As used herein, the term "C_x__y alkyl", employed alone or in combination with other terms, refers to a saturated hydrocarbon group that may be straight-chain or branched, having x to y carbons. In some embodiments, the alkyl group contains from 1 to 7 carbon atoms, from 1 to 6 carbon atoms, from 1 to 4 carbon atoms, from 1 to 3 carbon atoms, or 1 to 2 carbon atoms. Examples of alkyl moieties include, but are not limited to, chemical groups such as methyl, ethyl, n-propyl, isopropyl, n-butyl, tert-butyl, isobutyl, sec -butyl; higher homologs such as 2- methyl-1 -butyl, n-pentyl, 3-pentyl, n-hexyl, 1,2,2-trimethylpropyl, n-heptyl, n-octyl, and the like.

As used herein, the term "alkylene" refers to a divalent alkyl linking group. Examples of alkylene groups include, but are not limited to, ethan-l,2-diyl, propan-l,3-diyl, propan-l,2-diyl, butan-l,4-diyl, butan-l,3-diyl, butan-l,2-diyl, 2-methyl-propan-l,3-diyl, and the like.

As used herein, "C_x__y alkenyl", employed alone or in combination with other terms, refers to an alkyl group having one or more double carbon-carbon bonds and having x to y carbons. In some embodiments, the alkenyl moiety contains 2 to 6 or to 2 to 4 carbon atoms. Example alkenyl groups include, but are not limited to, ethenyl, n-propenyl, isopropenyl, n- butenyl, sec-butenyl, and the like.

As used herein, "C_x__y alkynyl", employed alone or in combination with other terms, refers to an alkyl group having one or more triple carbon-carbon bonds and having x to y carbons. Example alkynyl groups include, but are not limited to, ethynyl, propyn-l-yl, propyn-2- yl, and the like. In some embodiments, the alkynyl moiety contains 2 to 6 or 2 to 4 carbon atoms.

As used herein, the term "C_x__y alkoxy", employed alone or in combination with other terms, refers to an group of formula -O-alkyl, wherein the alkyl group has x to y carbons.

Example alkoxy groups include methoxy, ethoxy, propoxy (e.g., n-propoxy and isopropoxy), t- butoxy, and the like. In some embodiments, the alkyl group has 1 to 6 or 1 to 4 carbon atoms.

As used herein, the term "C_x__y alkylamino", employed alone or in combination with other terms, refers to a group of formula -NH(alkyl), wherein the alkyl group has x to y carbon atoms. In some embodiments, the alkyl group has 1 to 6 or 1 to 4 carbon atoms.

As used herein, the term "C_x__y alkoxycarbonyl", employed alone or in combination with other terms, refers to a group of formula -C(0)0-alkyl, wherein the alkyl group has x to y carbon atoms. In some embodiments, the alkyl group has 1 to 6 or 1 to 4 carbon atoms.

As used herein, the term "C_x__y alkylcarbonyl", employed alone or in combination with other terms, refers to a group of formula -C(0)-alkyl, wherein the alkyl group has x to y carbon atoms. In some embodiments, the alkyl group has 1 to 6 or 1 to 4 carbon atoms. As used herein, the term "C_x__y alkylcarbonylamino", employed alone or in combination with other terms, refers to a group of formula -NHC(0)-alkyl, wherein the alkyl group has x to y carbon atoms. In some embodiments, the alkyl group has 1 to 6 or 1 to 4 carbon atoms.

As used herein, the term "C_x__y alkylcarbamyl", employed alone or in combination with other terms, refers to a group of formula -C(0)-NH(alkyl), wherein the alkyl group has x to y carbon atoms. In some embodiments, the alkyl group has 1 to 6 or 1 to 4 carbon atoms.

As used herein, the term "thio", refers to a group of formula -S-H.

As used herein, the term "C_x__y alkylthio", employed alone or in combination with other terms, refers to a group of formula -S-alkyl, wherein the alkyl group has x to y carbon atoms. In some embodiments, the alkyl group has 1 to 6 or 1 to 4 carbon atoms.

As used herein, the term "C_x__y alkylsulfmyl", employed alone or in combination with other terms, refers to a group of formula -S(0)-alkyl, wherein the alkyl group has x to y carbon atoms. In some embodiments, the alkyl group has 1 to 6 or 1 to 4 carbon atoms.

As used herein, the term "C_x__y alkylsulfonyl", employed alone or in combination with other terms, refers to a group of formula -S(0)₂-alkyl, wherein the alkyl group has x to y carbon atoms. In some embodiments, the alkyl group has 1 to 6 or 1 to 4 carbon atoms.

As used herein, the term "amino", employed alone or in combination with other terms, refers to a group of formula -NH₂.

As used herein, the term "C_x__y aryl" (or "aryl"), employed alone or in combination with other terms, refers to a monocyclic or polycyclic (e.g., having 2, 3 or 4 fused rings) aromatic hydrocarbon having x to y carbons, such as, but not limited to, phenyl, 1-naphthyl, 2-naphthyl, anthracenyl, phenanthrenyl, and the like. In some embodiments, aryl groups have from 6 to 20 carbon atoms, from 6 to 20 carbon atoms, from 6 to 14 carbon atoms, or from 6 to 10 carbon atoms. In some embodiments, the aryl group is phenyl.

As used herein, the term "C_x__y aryl-C_x__yalkyl" (or "arylalkyl") refers to a group of formula -alkylene-aryl, wherein the alkylene and aryl portions each has, independently, x to y carbon atoms. In some embodiments, the alkylene portion has 1 to 4, 1 to 3, 1 to 2, or 1 carbon atom(s). In some embodiments, the alkylene portion of the arylalkyl group is methyl or ethyl. In some embodiments, the arylalkyl group is benzyl.

As used herein, the term "carbamyl", employed alone or in combination with other terms, refers to a group of formula -C(0)NH₂. As used herein, the term "carbonyl", employed alone or in combination with other terms, refers to a -C(O)- group, which is a divalent one-carbon moiety further bonded to an oxygen atom with a double bond.

As used herein, the term "carboxy", employed alone or in combination with other terms, refers to a group of formula -C(0)OH.

As used herein, the term "C_x__y cycloalkyl" (or "cycloalkyl"), employed alone or in combination with other terms, refers to a non-aromatic cyclic hydrocarbon moiety, which may optionally contain one or more alkenylene or alkynylene groups as part of the ring structure and which has x to y carbons. Cycloalkyl groups can include mono- or polycyclic (e.g., having 2, 3 or 4 fused rings) ring systems. Also included in the definition of cycloalkyl are moieties that have one or more aromatic rings fused (i.e., having a bond in common with) to the cycloalkyl ring, for example, benzo derivatives of pentane, pentene, hexane, and the like. In some embodiments, the cycloalkyl group is monocyclic and has 3 to 14 ring members, 3 to 10 ring members, 3 to 8 ring members, or 3 to 7 ring members. One or more ring-forming carbon atoms of a cycloalkyl group can be oxidized to form carbonyl linkages. Examplary cycloalkyl groups include cyclopropyl, cyclobutyl, cyclopentyl, cyclohexyl, cycloheptyl, cyclopentenyl, cyclohexenyl, cyclohexadienyl, cycloheptatrienyl, norbornyl, norpinyl, norcarnyl, adamantyl, and the like. In some embodiments, the cycloalkyl group is cyclopropyl, cyclobutyl,

cyclopentyl, or cyclohexyl.

As used herein, the term "C_x__y cycloalkyl-C_x__yalkyl" (or "cycloalkylalkyl") refers to a group of formula -alkylene-cycloalkyl, wherein the alkylene and cycloalkyl portions each has, independently x to y carbon atoms. In some embodiments, the alkylene portion has 1 to 4, 1 to 3, 1 to 2, or 1 carbon atom(s). In some embodiments, the cycloalkyl portion has 3 to 7 carbon atoms.

As used herein, the term "di-C_x__y-alkylamino", employed alone or in combination with other terms, refers to a group of formula -N(alkyl)₂, wherein the two alkyl groups each has, independently, x to y carbon atoms. In some embodiments, each alkyl group independently has 1 to 6 or 1 to 4 carbon atoms.

As used herein, the term "di-C_x__y-alkylcarbamyl", employed alone or in combination with other terms, refers to a group of formula -C(0)N(alkyl)₂, wherein the two alkyl groups each has, independently, x to y carbon atoms. In some embodiments, each alkyl group independently has 1 to 6 or 1 to 4 carbon atoms.

As used herein, "C_x__y haloalkoxy", employed alone or in combination with other terms, refers to a group of formula -O-haloalkyl having x to y carbon atoms. An example haloalkoxy group is OCF₃. In some embodiments, the haloalkoxy group is fluorinated only. In some embodiments, the alkyl group has 1 to 6 or 1 to 4 carbon atoms.

As used herein, the term "C_x__y haloalkyl", employed alone or in combination with other terms, refers to an alkyl group having from one halogen atom to 2s+l halogen atoms which may be the same or different, where "s" is the number of carbon atoms in the alkyl group, wherein the alkyl group has x to y carbon atoms. In some embodiments, the haloalkyl group is fluorinated only. In some embodiments, the alkyl group has 1 to 6 or 1 to 4 carbon atoms.

As used herein, the term "fluorinated C_x__y haloalkyl" refers to a C_x__y haloalkyl wherein the halogen atoms are selected from fluorine. In some embodiments, fluorinated C_x__y haloalkyl is fluoromethyl, difluoromethyl, or trifluoromethyl. In some embodiments, the alkyl group has 1 to 6 or 1 to 4 carbon atoms.

As used herein, "halosulfanyl" refers to a sulfur group having one or more halogen substituents. Example halosulfanyl groups include pentahalosulfanyl groups such as SF₅.

As used herein, the term "C_x__y heteroaryl", "C_x__y heteroaryl ring", or "C_x__y heteroaryl group" (or "heteroaryl"), employed alone or in combination with other terms, refers to a monocyclic or polycyclic (e.g., having 2, 3 or 4 fused rings) aromatic hydrocarbon moiety, having one or more heteroatom ring members selected from nitrogen, sulfur and oxygen, and having x to y carbon atoms. In some embodiments, the heteroaryl group has 1, 2, 3, or 4 heteroatoms. In some embodiments, the heteroaryl group has 1, 2, or 3 heteroatoms. In some embodiments, the heteroaryl group has 1 or 2 heteroatoms. In some embodiments, the heteroaryl group has 1 heteroatom. When the heteroaryl group contains more than one heteroatom ring member, the heteroatoms may be the same or different. Example heteroaryl groups include, but are not limited to, pyrrolyl, azolyl, oxazolyl, thiazolyl, imidazolyl, furyl, thienyl, quinolinyl, isoquinolinyl, indolyl, benzothienyl, benzofuranyl, benzisoxazolyl, imidazo[l,2-b]thiazolyl or the like. In some embodiments, the heteroaryl group has 5 to 10 carbon atoms.

As used herein, the term "bicyclic azaheteroaryl" refers to a bicyclic fused heteroaryl group having 1, 2, 3, or 4 nitrogen ring members. The bicyclic azaheteroaryl group may optionally have O or S heteroatom ring members in addition to the nitrogen ring members. In some embodiments, the only heteroatom ring members in the bicyclic azaheteroaryl group are nitrogen heteroatoms.

As used herein, the term "C_x__y heteroaryl-C_x__yalkyl" (or "heteroarylalkyl") refers to a group of formula -alkylene-heteroaryl, wherein the alkylene and heteroaryl portions each has, independently, x to y carbon atoms. In some embodiments, the alkylene portion has 1 to 4, 1 to 3, 1 to 2, or 1 carbon atom(s). In some embodiments, the heteroaryl portion has 1 to 9 carbon atoms.

As used herein, the term "C_x__y heterocycloalkyl", "C_x__y heterocycloalkyl ring", or "C_x__y heterocycloalkyl group" (or "heterocycloalkylalkyl"), employed alone or in combination with other terms, refers to non-aromatic ring system, which may optionally contain one or more alkenylene or alkynylene groups as part of the ring structure, and which has at least one heteroatom ring member selected from nitrogen, sulfur and oxygen, and which has x to y carbon atoms. In some embodiments, the heteroaryl group has 1, 2, 3, or 4 heteroatoms. In some embodiments, the heteroaryl group has 1, 2, or 3 heteroatoms. In some embodiments, the heteroaryl group has 1 or 2 heteroatoms. In some embodiments, the heteroaryl group has 1 heteroatom. In some embodiments, the heteroaryl group has 1 or 2 heteroatoms. When the heterocycloalkyl groups contains more than one heteroatom, the heteroatoms may be the same or different. Heterocycloalkyl groups can include mono- or polycyclic (e.g., having 2, 3 or 4 fused rings) ring systems. Also included in the definition of heterocycloalkyl are moieties that have one or more aromatic rings fused (i.e., having a bond in common with) to the non-aromatic ring, for example, 1, 2,3, 4-tetrahydro-quino line and the like. In some embodiments, the

heterocycloalkyl group has 3 to 20 ring-forming atoms, 3 to 10 ring-forming atoms, or about 3 to 8 ring forming atoms. The carbon atoms or heteroatoms in the ring(s) of the heterocycloalkyl group can be oxidized to form a carbonyl, or sulfonyl group (or other oxidized linkage) or a nitrogen atom can be quaternized. In some embodiments, the heterocycloalkyl group is a monocyclic or bicyclic ring. In some embodiments, the heterocycloalkyl group is a monocyclic ring, wherein the ring comprises from 3 to 6 carbon atoms and from 1 to 3 heteroatoms, referred to herein as C3_₆heterocycloalkyl. Examples of heterocycloalkyl groups include pyrrolidinyl, pyrrolidino, piperidinyl, piperidino, piperazinyl, piperazino, morpholinyl, morpholino, thiomorpholinyl, thiomorpholino, and pyranyl.

A five-membered ring heteroaryl is a heteroaryl with a ring having five ring atoms wherein one or more (e.g., 1 , 2 or 3) ring atoms are independently selected from N, O, and S.

Exemplary five-membered ring heteroaryls are thienyl, furyl, pyrrolyl, imidazolyl, thiazolyl, oxazolyl, pyrazolyl, isothiazolyl, isoxazolyl, 1 ,2,3-triazolyl, tetrazolyl, 1 ,2,3- thiadiazolyl, 1 ,2,3-oxadiazolyl, 1 ,2,4-triazolyl, 1 ,2,4-thiadiazolyl, 1 ,2,4-oxadiazolyl, 1 ,3,4- triazolyl, 1 ,3,4-thiadiazolyl, and 1 ,3,4-oxadiazolyl.

A six-membered ring heteroaryl is a heteroaryl with a ring having six ring atoms wherein one or more (e.g., 1 , 2 or 3) ring atoms are independently selected from N, O, and S. Exemplary six-membered ring heteroaryls are pyridyl, pyrazinyl, pyrimidinyl, triazinyl and pyridazinyl.

As used herein, the term "C_x__y heterocycloalkyl-C_x__yalkyl" (or "heterocycloalkylalkyl") refers to a group of formula -alkylene -heterocycloalkyl, wherein the alkylene and

heterocycloalkyl portions each has, independently, x to y carbon atoms. In some embodiments, the alkylene portion of the heterocycloalkylalkyl group is methylene. In some embodiments, the alkylene portion has 1-4, 1-3, 1-2, or 1 carbon atom(s). In some embodiments, the

heterocycloalkyl portion has 2 to 10 carbon atoms.

The compounds described herein can be asymmetric (e.g., having one or more stereocenters). All stereoisomers, such as enantiomers and diastereomers, are intended unless otherwise indicated. Compounds of the present invention that contain asymmetrically substituted carbon atoms can be isolated in optically active or racemic forms. Methods on how to prepare optically active forms from optically inactive starting materials are known in the art, such as by resolution of racemic mixtures or by stereoselective synthesis. Many geometric isomers of olefins, C=N double bonds, and the like can also be present in the compounds described herein, and all such stable isomers are contemplated in the present invention. Cis and trans geometric isomers of the compounds of the present invention are described and may be isolated as a mixture of isomers or as separated isomeric forms.

Resolution of racemic mixtures of compounds can be carried out by any of numerous methods known in the art. An example method includes fractional recrystallizaion using a chiral resolving acid which is an optically active, salt- forming organic acid. Suitable resolving agents for fractional recrystallization methods are, for example, optically active acids, such as the D and L forms of tartaric acid, diacetyltartaric acid, dibenzoyltartaric acid, mandelic acid, malic acid, lactic acid or the various optically active camphorsulfonic acids such as β-camphorsulfonic acid. Other resolving agents suitable for fractional crystallization methods include stereoisomerically pure forms of a-methylbenzylamine (e.g., S and R forms, or diastereomerically pure forms), 2- phenylglycinol, norephedrine, ephedrine, N-methylephedrine, cyclohexylethylamine, 1,2- diaminocyclohexane, and the like.

Resolution of racemic mixtures can also be carried out by elution on a column packed with an optically active resolving agent (e.g., dinitrobenzoylphenylglycine). Suitable elution solvent composition can be determined by one skilled in the art.

Compounds of the invention also include tautomeric forms. Tautomeric forms result from the swapping of a single bond with an adjacent double bond together with the concomitant migration of a proton. Tautomeric forms include prototropic tautomers which are isomeric protonation states having the same empirical formula and total charge. Example prototropic tautomers include ketone - enol pairs, amide - imidic acid pairs, lactam - lactim pairs, amide - imidic acid pairs, enamine - imine pairs, and annular forms where a proton can occupy two or more positions of a heterocyclic system, for example, 1H- and 3H-imidazole, 1H-, 2H- and 4H- 1,2,4-triazole, 1H- and 2H- isoindole, and 1H- and 2H-pyrazole. Tautomeric forms can be in equilibrium or sterically locked into one form by appropriate substitution. For example, purine includes the 9H and a 7H tautomeric forms:

Compounds of the invention can include both the 9H and 7H tautomeric forms.

Compounds of the invention can also include all isotopes of atoms occurring in the intermediates or final compounds. Isotopes include those atoms having the same atomic number but different mass numbers. For example, isotopes of hydrogen include tritium and deuterium.

The term, "compound," as used herein is meant to include all stereoisomers, geometric iosomers, tautomers, and isotopes of the structures depicted. Compounds herein identified by name or structure as one particular tautomeric form are intended to include other tautomeric forms unless otherwise specified. All compounds, and pharmaceutically acceptable salts thereof, can be found together with other substances such as water and solvents (e.g. hydrates and solvates) or can be isolated.

In some embodiments, the compounds of the invention, or salts thereof, are substantially isolated. By "substantially isolated" is meant that the compound is at least partially or substantially separated from the environment in which it was formed or detected. Partial separation can include, for example, a composition enriched in the compounds of the invention. Substantial separation can include compositions containing at least about 50%, at least about 60%, at least about 70%>, at least about 80%>, at least about 90%>, at least about 95%, at least about 97%), or at least about 99% by weight of the compounds of the invention, or salt thereof. Methods for isolating compounds and their salts are routine in the art.

The phrase "pharmaceutically acceptable" is employed herein to refer to those compounds, materials, compositions, and/or dosage forms which are, within the scope of sound medical judgment, suitable for use in contact with the tissues of human beings and animals without excessive toxicity, irritation, allergic response, or other problem or complication, commensurate with a reasonable benefit/risk ratio.

The expressions, "ambient temperature" and "room temperature," as used herein, are understood in the art, and refer generally to a temperature, e.g. a reaction temperature, that is about the temperature of the room in which the reaction is carried out, for example, a

temperature from about 20 °C to about 30 °C.

The present invention also includes pharmaceutically acceptable salts of the compounds described herein. As used herein, "pharmaceutically acceptable salts" refers to derivatives of the disclosed compounds wherein the parent compound is modified by converting an existing acid or base moiety to its salt form. Examples of pharmaceutically acceptable salts include, but are not limited to, mineral or organic acid salts of basic residues such as amines; alkali or organic salts of acidic residues such as carboxylic acids; and the like. The pharmaceutically acceptable salts of the present invention include the conventional non-toxic salts of the parent compound formed, for example, from non-toxic inorganic or organic acids. The pharmaceutically acceptable salts of the present invention can be synthesized from the parent compound which contains a basic or acidic moiety by conventional chemical methods. Generally, such salts can be prepared by reacting the free acid or base forms of these compounds with a stoichiometric amount of the appropriate base or acid in water or in an organic solvent, or in a mixture of the two; generally, non-aqueous media like ether, ethyl acetate, alcohols (e.g., methanol, ethanol, iso-propanol, or butanol) or acetonitrile (ACN) are preferred. Lists of suitable salts are found in Remington's Pharmaceutical Sciences, 17th ed., Mack Publishing Company, Easton, Pa., 1985, p. 1418 and Journal of Pharmaceutical Science, 66, 2 (1977), each of which is incorporated herein by reference in its entirety.

Synthesis

Compounds of the invention, including salts thereof, can be prepared using known organic synthesis techniques and can be synthesized according to any of numerous possible synthetic routes.

The reactions for preparing compounds of the invention can be carried out in suitable solvents which can be readily selected by one of skill in the art of organic synthesis. Suitable solvents can be substantially non-reactive with the starting materials (reactants), the

intermediates, or products at the temperatures at which the reactions are carried out, e.g., temperatures which can range from the solvent's freezing temperature to the solvent's boiling temperature. A given reaction can be carried out in one solvent or a mixture of more than one solvent. Depending on the particular reaction step, suitable solvents for a particular reaction step can be selected by the skilled artisan.

Preparation of compounds of the invention can involve the protection and deprotection of various chemical groups. The need for protection and deprotection, and the selection of appropriate protecting groups, can be readily determined by one skilled in the art. The chemistry of protecting groups can be found, for example, in T. W. Greene and P. G. M. Wuts, Protective Groups in Organic Synthesis, 3^rd Ed., Wiley & Sons, Inc., New York (1999), which is incorporated herein by reference in its entirety.

Reactions can be monitored according to any suitable method known in the art. For example, product formation can be monitored by spectroscopic means, such as nuclear magnetic resonance spectroscopy (e.g., 1H or ¹³C), infrared spectroscopy, spectrophotometry {e.g., UV- visible), mass spectrometry, or by chromatographic methods such as high performance liquid chromatography (HPLC), liquid chromatography-mass spectroscopy (LCMS), or thin layer chromatography (TLC). Compounds can be purified by those skilled in the art by a variety of methods, including high performance liquid chromatography (HPLC) ( "Preparative LC-MS Purification: Improved Compound Specific Method Optimization " Karl F. Blom, Brian Glass, Richard Sparks, Andrew P. Combs J. Combi. Chem. 2004, 6(6), 874-883, which is incorporated herein by reference in itse entirety) and normal phase silica chromatography.

Example synthetic methods for preparing compounds of the invention are provided in the Scheme I-V below. In Scheme I, a carboxylic acid (i) (wherein X¹ is halogen, e.g., bromo) can be reacted with N, O-dimethylhydroxylamine to give a N-methoxy-N-methylcarboxamide of formula (ii). The carboxamide (ii) may then be coupled to Cy-M, where M is a boronic acid, boronic ester or an appropriately substituted metal (e.g., Cy-M is Cy-B(OH)₂ or Cy-Sn(Bu)₄), under standard Suzuki conditions or standard Stille conditions (e.g., in the presence of a palladium(O) catalyst, such as tetrakis(triphenylphosphine)palladium(0) and a base (e.g., a bicarbonate or carbonate base)) to give a derivative of formula (iii). Alternatively, Cy-M can be a cyclic amine (where M is H and attached to the amine nitrogen) with coupling to compound (ii) being performed by heating in base or under Buchwald conditions (e.g., in the presence of a palladium(O) catalyst, such as tetrakis(triphenylphosphine)palladium(0) and a base (e.g., an alkoxide base)) to afford compounds of formula (iii). Compound (iii) is reacted with a Grignard reagent of formula R^MgBr to give a ketone of formula (iv). The ketone (iv) may then be reacted with ammonium acetate, followed by reduction to give an amine of formula (v). Finally, the amine (v) can be reacted with an appropriate alkylating agent R^AX (e.g., Mel) and then a heteroaryl halide compound (e.g., Ar-X) to give a compound of Formula I. The reaction of amine (v) with R^AX can be eliminated to give compound of Formula I where R^A is H.

Compound (iv) can be reduced with an appropriate reducing agent (e.g. NaBH₄) to afford alcohol (vi). Transformation of the alcohol of (vi) to thiol (viii) can be achieved by a variety of methods, including conversion of the alcohol of (vi) into a leaving group (e.g. mesylate or halo) which can be displaced with thioacetate and cleaveage of the acetate with an alkoxide (e.g. NaOH) to give thiol (viii). Alcohol (vi) and thiol (viii) can be reacted with a heteroaryl halide compound (e.g., Ar-X) to give a compound of Formula I where Q is O and S, respectively. Alternatively, mesylate (vii) can be reacted with a heteroaryl or aryl thiol (e.g. Ar-SH) to give compounds of Formula I where Q is S.

Scheme I

In Scheme II, an amine (i) can be reacted with bromide (ii) to give an ester (iii). The ester (iii) may then be reacted with a halogenating agent such as NX²S (wherein X² is halogen, e.g., bromo) to give the ester (iv). The ester (iv) can be hydrolyzed with sodium hydroxide to give acid (v) which can be converted to the amide (vi) with a suitable coupling agent (e.g., HATU or EDC) and N,O-dimethylhydroxylamine. The amide (vi) may then be coupled to Cy- M, where M is a boronic acid, boronic ester or an appropriately substituted metal (e.g., Cy-M is Cy-B(OH)₂ or Cy-Sn(Bu)₄), under standard Suzuki conditions or standard Stille conditions (e.g., in the presence of a palladium(O) catalyst, such as tetrakis(triphenylphosphine)palladium(0) and a base (e.g., a bicarbonate or carbonate base)) to give a derivative of formula (vii). Alternatively, Cy-M can be a cyclic amine (where M is H and attached to the amine nitrogen) with coupling to compound (vi) being performed by heating in base or under Buchwald conditions (e.g., in the presence of a palladium(O) catalyst, such as tetrakis(triphenylphosphine)palladium(0) and a base (e.g., an alkoxide base)) to afford a carboxamide of formula (vii). Reaction of the carboxamide

(vii) with a Grignard reagent of formula R^-MgX can give a ketone of formula (viii). The ketone

(viii) may then be reacted with ammonium acetate, followed by reduction to give an amine of formula (ix). Finally, the amine (ix) can be reacted with an appropriate alkylating agent R^AX (e.g., Mel) and then a heteroaryl halide compound (e.g., Ar-X) to give a compound of formula (x). The reaction of amine (ix) with R^AX can be eliminated from the sequence of reactions to give a compound of formula (x) where R^A is H.

In Scheme III, an amine (i) can be reacted with bromide (ii) to give heterocycle (iii). The heterocycle (iii) may then be reacted with Cy-X² (wherein X² is halogen, e.g., bromo) in the presence of a palladium(II) catalyst, such as palladium(II) acetate in the presence of a base (e.g., a bicarbonate or carbonate base) to give an ester of formula (iv). The ester (iv) can be hydrolyzed with sodium hydroxide to give acid (v) which can be converted to the amide (vi) with a suitable coupling agent (e.g., HATU or EDC) and N,O-dimethylhydroxylamine. Reaction of amide (vi) with a Grignard reagent of formula R^MgX can give a ketone of formula (vii). The ketone (vii) may then be reacted with ammonium acetate, followed by reduction to give an amine of formula (viii). Finally, the amine (viii) can be reacted with an appropriate alkylating agent R^AX (e.g., Mel) and then a heteroaryl halide compound (e.g., Ar-X) to give a compound of formula (ix). The reaction of amine (viii) with R^AX can be eliminated to give a compound of formula (ix) where R^A is H. Scheme III

In Scheme IV, an amine (i) can be reacted with bromide (ii) to give a compound of formula (iii). The compound (iii) may then be reacted with a halogenating agent such as NX²S (wherein X² is halogen, e.g., bromo) to give the ester (iv). Compound (iv) can be hydrolyzed with sodium hydroxide to give acid (v) which can be converted to the carboxamide (vi) with a suitable coupling agent (e.g., HATU or EDC) and Λ ,Ο-dimethylhydroxylamine. The

carboxamide (vi) may then be coupled to Cy-M, where M is a boronic acid, boronic ester or an appropriately substituted metal (e.g., Cy-M is Cy-B(OH)₂ or Cy-Sn(Bu)₄), under standard Suzuki conditions or standard Stille conditions (e.g., in the presence of a palladium(O) catalyst, such as tetrakis(triphenylphosphine)palladium(0) and a base (e.g., a bicarbonate or carbonate base)) to give a derivative of formula (vii). Alternatively, Cy-M can be a cyclic amine (where M is H and attached to the amine nitrogen) with coupling to compound (vi) being performed by heating in base or under Buchwald conditions (e.g., in the presence of a palladium(O) catalyst, such as tetrakis(triphenylphosphine)palladium(0) and a base (e.g., an alkoxide base)) to afford an amide of formula (vii). Reaction of the amide (vii) with a Grignard reagent of formula R^-MgBr can give a ketone of formula (viii). The ketone (viii) may then be reacted with ammonium acetate, followed by reduction to give an amine of formula (ix). Finally, the amine (ix) can be reacted with an appropriate alkylating agent R^AX (e.g., Mel) and then a heteroaryl halide compound (e.g., Ar-X) to give a compound of formula (x). The reaction of amine (ix) with R^AX can be eliminated to give a compound of formula (x) where R^A is H.

Scheme IV

In Scheme V, an amine (i) can be reacted with alkyne (ii) to give an ester of formula (iii). The ester (iii) may then be hydro lyzed with NaOH to give the acid of formula (iv). The acid (iv) can be decarboxylated in the presence of an acid to give heteroaryl compound of formula (v), which can be halogenated with NX²S (where X² is halogen, e.g., iodo) to give a compound of formula (vi). The compound (vi) may then be coupled to Cy-M, where M is a boronic acid, boronic ester or an appropriately substituted metal (e.g., Cy-M is Cy-B(OH)₂ or Cy-Sn(Bu)₄), under standard Suzuki conditions or standard Stille conditions (e.g., in the presence of a palladium(O) catalyst, such as tetrakis(triphenylphosphine)palladium(0) and a base (e.g., a bicarbonate or carbonate base)) to give a derivative of formula (vii). Alternatively, Cy-M can be a cyclic amine (where M is H and attached to the amine nitrogen) with coupling to compound (vi) being performed by heating in base or under Buchwald conditions (e.g., in the presence of a palladium(O) catalyst, such as tetrakis(triphenylphosphine)palladium(0) and a base (e.g., an alkoxide base)) to afford a compound of formula (vii). Halogenation of the compound (vii) with a halogenating agent such as NX³S (wherein X³ is halogen, e.g., bromo) can give a halide of formula (viii). Reaction of halide (viii) with sodium azide, followed by reduction (e.g., palladium on carbon in the presence of hydrogen) of the resulting azido compound can provide an amine of formula (ix). Finally, the amine (ix) can be reacted with an appropriate alkylating agent R^AX (e.g., Mel) and then a heteroaryl halide compound (e.g., Ar-X) to give a compound of formula (x). The reaction of amine (ix) with R^AX can be eliminated to give a compound of formula (x) where R^A is H.

Scheme V

Methods

The compounds of the invention can modulate activity of one or more of various kinases including, for example, phosphoinositide 3-kinases (PI3Ks). The term "modulate" is meant to refer to an ability to increase or decrease the activity of one or more members of the PI3K family. Accordingly, the compounds of the invention can be used in methods of modulating a PI3K by contacting the PI3K with any one or more of the compounds or compositions described herein. In some embodiments, compounds of the present invention can act as inhibitors of one or more PI3Ks. In further embodiments, the compounds of the invention can be used to modulate activity of a PI3K in an individual in need of modulation of the receptor by administering a modulating amount of a compound of the invention, or a pharmaceutically acceptable salt thereof. In some embodiments, modulating is inhibiting.

Given that cancer cell growth and survival is impacted by multiple signaling pathways, the present invention is useful for treating disease states characterized by drug resistant kinase mutants. In addition, different kinase inhibitors, exhibiting different preferences in the kinases which they modulate the activities of, may be used in combination. This approach could prove highly efficient in treating disease states by targeting multiple signaling pathways, reduce the likelihood of drug-resistance arising in a cell, and reduce the toxicity of treatments for disease.

Kinases to which the present compounds bind and/or modulate (e.g., inhibit) include any member of the PI3K family. In some embodiments, the PI3K is ΡΒΚα, ΡΒΚβ, ΡΒΚγ, or ΡΒΚδ. In some embodiments, the PBK is ΡΒΚγ or ΡΒΚδ. In some embodiments, the PBK is ΡΒΚγ. In some embodiments, the PBK is ΡΒΚδ. In some embodiments, the PBK includes a mutation. A mutation can be a replacement of one amino acid for another, or a deletion of one or more amino acids. In such embodiments, the mutation can be present in the kinase domain of the PBK.

In some embodiments, more than one compound of the invention is used to inhibit the activity of one kinase (e.g., ΡΒΚγ or ΡΒΚδ).

In some embodiments, more than one compound of the invention is used to inhibit more than one kinase, such as at least two kinases (e.g., ΡΒΚγ and ΡΒΚδ).

In some embodiments, one or more of the compounds is used in combination with another kinase inhibitor to inhibit the activity of one kinase (e.g., ΡΒΚγ or ΡΒΚδ).

In some embodiments, one or more of the compounds is used in combination with another kinase inhibitor to inhibit the activities of more than one kinase (e.g., ΡΒΚγ or ΡΒΚδ), such as at least two kinases.

The compounds of the invention can be selective. By "selective" is meant that the compound binds to or inhibits a kinase with greater affinity or potency, respectively, compared to at least one other kinase. In some embodiments, the compounds of the invention are selective inhibitors of ΡΒΚγ or ΡΒΚδ over PBKa and/or ΡΒΚβ. In some embodiments, the compounds of the invention are selective inhibitors of ΡΒΚδ (e.g., over ΡΒΚα, ΡΒΚβ and ΡΒΚγ). In some embodiments, the compounds of the invention are selective inhibitors of ΡΒΚγ (e.g., over ΡΒΚα, ΡΒΚβ and ΡΒΚδ). In some embodiments, selectivity can be at least about 2-fold, 5- fold, 10-fold, at least about 20-fold, at least about 50-fold, at least about 100-fold, at least about 200-fold, at least about 500-fold or at least about 1000-fold. Selectivity can be measured by methods routine in the art. In some embodiments, selectivity can be tested at the K_m ATP concentration of each enzyme. In some embodiments, the selectivity of compounds of the invention can be determined by cellular assays associated with particular PI3K kinase activity.

Another aspect of the present invention pertains to methods of treating a kinase (such as PI3K)-associated disease or disorder in an individual (e.g., patient) by administering to the individual in need of such treatment a therapeutically effective amount or dose of one or more compounds of the present invention or a pharmaceutical composition thereof. A PI3K- associated disease can include any disease, disorder or condition that is directly or indirectly linked to expression or activity of the PI3K, including overexpression and/or abnormal activity levels. In some embodiments, the disease can be linked to Akt (protein kinase B), mammalian target of rapamycin (mTOR), or phosphoinositide-dependent kinase 1 (PDK1). In some embodiments, the mTOR-related disease can be inflammation, atherosclerosis, psoriasis, restenosis, benign prostatic hypertrophy, bone disorders, pancreatitis, angiogenesis, diabetic retinopathy, atherosclerosis, arthritis, immunological disorders, kidney disease, or cancer. A PI3K-associated disease can also include any disease, disorder or condition that can be prevented, ameliorated, or cured by modulating PI3K activity. In some embodiments, the disease is characterized by the abnormal activity of PI3K. In some embodiments, the disease is characterized by mutant PI3K. In such embodiments, the mutation can be present in the kinase domain of the PI3K.

Examples of PI3K-associated diseases include immune-based diseases involving the system including, for example, rheumatoid arthritis, allergy, asthma, glomerulonephritis, lupus, or inflammation related to any of the above.

Further examples of PI3K-associated diseases include cancers such as breast, prostate, colon, endometrial, brain, bladder, skin, uterus, ovary, lung, pancreatic, renal, gastric, or hematological cancer.

In some embodiments, the hematological cancer is acute myeloblastic leukemia (AML) or chronic myeloid leukemia (CML), or B cell lymphoma.

Further examples of PI3K-associated diseases include lung diseases such as acute lung injury (ALI) and adult respiratory distress syndrome (ARDS). Further examples of PBK-associated diseases include osteoarthritis, restenosis, atherosclerosis, bone disorders, arthritis, diabetic retinopathy, psoriasis, benign prostatic hypertrophy, atherosclerosis, inflammation, angiogenesis, pancreatitis, kidney disease, inflammatory bowel disease, myasthenia gravis, multiple sclerosis, or Sjogren's syndrome, and the like.

As used herein, the term "contacting" refers to the bringing together of indicated moieties in an in vitro system or an in vivo system. For example, "contacting" a PI3K with a compound of the invention includes the administration of a compound of the present invention to an individual or patient, such as a human, having a PI3K, as well as, for example, introducing a compound of the invention into a sample containing a cellular or purified preparation containing the PI3K.

As used herein, the term "individual" or "patient," used interchangeably, refers to any animal, including mammals, preferably mice, rats, other rodents, rabbits, dogs, cats, swine, cattle, sheep, horses, or primates, and most preferably humans.

As used herein, the phrase "therapeutically effective amount" refers to the amount of active compound or pharmaceutical agent that elicits the biological or medicinal response that is being sought in a tissue, system, animal, individual or human by a researcher, veterinarian, medical doctor or other clinician. In some embodiments, the dosage of the compound, or a pharmaceutically acceptable salt thereof, administered to a patient or individual is about 1 mg to about 2 g, or about 50 mg to about 500 mg.

As used herein, the term "treating" or "treatment" refers to one or more of (1) preventing the disease; for example, preventing a disease, condition or disorder in an individual who may be predisposed to the disease, condition or disorder but does not yet experience or display the pathology or symptomatology of the disease; (2) inhibiting the disease; for example, inhibiting a disease, condition or disorder in an individual who is experiencing or displaying the pathology or symptomatology of the disease, condition or disorder (i.e., arresting further development of the pathology and/or symptomatology); and (3) ameliorating the disease; for example, ameliorating a disease, condition or disorder in an individual who is experiencing or displaying the pathology or symptomatology of the disease, condition or disorder (i.e., reversing the pathology and/or symptomatology) such as decreasing the severity of disease. Combination Therapies

One or more additional pharmaceutical agents such as, for example, chemotherapeutics, anti-inflammatory agents, steroids, immunosuppressants, as well as Bcr-Abl, Flt-3, EGFR, HER2, JAK, c-MET, VEGFR, PDGFR, cKit, IGF-1R, RAF and FAK kinase inhibitors such as, for example, those described in WO 2006/056399, or other agents such as, therapeutic antibodies can be used in combination with the compounds of the present invention for treatment of PI3K- associated diseases, disorders or conditions. The one or more additional pharmaceutical agents can be administered to a patient simultaneously or sequentially.

Example antibodies for use in combination therapy include but are not limited to

Trastuzumab (e.g. anti-HER2), Ranibizumab (e.g. anti-VEGF-A), Bevacizumab (trade name Avastin, e.g. anti-VEGF, Panitumumab (e.g. anti-EGFR), Cetuximab (e.g. anti-EGFR), Rituxan (anti-CD20) and antibodies directed to c-MET.

One or more of the following agents may be used in combination with the compounds of the present invention and are presented as a non limiting list: a cytostatic agent, cisplatin, doxorubicin, taxotere, taxol, etoposide, irinotecan, camptostar, topotecan, paclitaxel, docetaxel, epothilones, tamoxifen, 5-fluorouracil, methoxtrexate, temozolomide, cyclophosphamide, SCH 66336, Rl 15777, L778,123, BMS 214662, Iressa, Tarceva, antibodies to EGFR, Gleevec™, intron, ara-C, adriamycin, Cytoxan, gemcitabine, Uracil mustard, Chlormethine, Ifosfamide, Melphalan, Chlorambucil, Pipobroman, Triethylenemelamine, Triethylenethiophosphoramine, Busulfan, Carmustine, Lomustine, Streptozocin, Dacarbazine, Floxuridine, Cytarabine, 6- Mercaptopurine, 6-Thioguanine, Fludarabine phosphate, oxaliplatin, leucovirin, ELOXATIN™, Pentostatine, Vinblastine, Vincristine, Vindesine, Bleomycin, Dactinomycin, Daunorubicin, Doxorubicin, Epirubicin, Idarubicin, Mithramycin, Deoxycoformycin, Mitomycin-C, L- Asparaginase, Teniposide 17. alpha. -Ethinylestradiol, Diethylstilbestrol, Testosterone,

Prednisone, Fluoxymesterone, Dromostanolone propionate, Testolactone, Megestrolacetate, Methylprednisolone, Methyltestosterone, Prednisolone, Triamcinolone, Chlorotrianisene, Hydroxyprogesterone, Aminoglutethimide, Estramustine, Medroxyprogesteroneacetate,

Leuprolide, Flutamide, Toremifene, goserelin, Cisplatin, Carboplatin, Hydroxyurea, Amsacrine, Procarbazine, Mitotane, Mitoxantrone, Levamisole, Navelbene, Anastrazole, Letrazole,

Capecitabine, Reloxafine, Droloxafme, Hexamethylmelamine, Avastin, herceptin, Bexxar, Velcade, Zevalin, Trisenox, Xeloda, Vinorelbine, Porfimer, Erbitux, Liposomal, Thiotepa, Altretamine, Melphalan, Trastuzumab, Lerozole, Fulvestrant, Exemestane, Fulvestrant,

Ifosfomide, Rituximab, C225, Campath, Clofarabine, cladribine, aphidicolon, rituxan, sunitinib, dasatinib, tezacitabine, Smll , fludarabine, pentostatin, triapine, didox, trimidox, amidox, 3-AP, MDL- 101 ,731 , and bendamustine (Treanda).

Example chemotherapeutics include proteosome inhibitors (e.g., bortezomib), thalidomide, revlimid, and DNA-damaging agents such as melphalan, doxorubicin,

cyclophosphamide, vincristine, etoposide, carmustine, and the like.

Example steroids include coriticosteroids such as dexamethasone or prednisone.

Example Bcr-Abl inhibitors include the compounds, and pharmaceutically acceptable salts thereof, of the genera and species disclosed in U.S. Pat. No. 5,521 , 184, WO 04/005281 , and U.S. Ser. No. 60/578,491.

Example suitable Flt-3 inhibitors include compounds, and their pharmaceutically acceptable salts, as disclosed in WO 03/037347, WO 03/099771 , and WO 04/046120.

Example suitable RAF inhibitors include compounds, and their pharmaceutically acceptable salts, as disclosed in WO 00/09495 and WO 05/028444.

Example suitable FAK inhibitors include compounds, and their pharmaceutically acceptable salts, as disclosed in WO 04/080980, WO 04/056786, WO 03/024967, WO

01/064655, WO 00/053595, and WO 01/014402.

In some embodiments, the compounds of the invention can be used in combination with one or more other kinase inhibitors including imatinib, particularly for treating patients resistant to imatinib or other kinase inhibitors.

In some embodiments, the compounds of the invention can be used in combination with a chemotherapeutic in the treatment of cancer, such as multiple myeloma, and may improve the treatment response as compared to the response to the chemotherapeutic agent alone, without exacerbation of its toxic effects. Examples of additional pharmaceutical agents used in the treatment of multiple myeloma, for example, can include, without limitation, melphalan, melphalan plus prednisone [MP], doxorubicin, dexamethasone, and Velcade (bortezomib). Further additional agents used in the treatment of multiple myeloma include Bcr-Abl, Flt-3, RAF and FAK kinase inhibitors. Additive or synergistic effects are desirable outcomes of combining a PI3K inhibitor of the present invention with an additional agent. Furthermore, resistance of multiple myeloma cells to agents such as dexamethasone may be reversible upon treatment with the PI3K inhibitor of the present invention. The agents can be combined with the present compound in a single or continuous dosage form, or the agents can be administered

simultaneously or sequentially as separate dosage forms.

In some embodiments, a corticosteroid such as dexamethasone is administered to a patient in combination with the compounds of the invention where the dexamethasone is administered intermittently as opposed to continuously.

In some further embodiments, combinations of the compounds of the invention with other therapeutic agents can be administered to a patient prior to, during, and/or after a bone marrow transplant or stem cell transplant.

Pharmaceutical Formulations and Dosage Forms

When employed as pharmaceuticals, the compounds of the invention can be administered in the form of pharmaceutical compositions. These compositions can be prepared in a manner well known in the pharmaceutical art, and can be administered by a variety of routes, depending upon whether local or systemic treatment is desired and upon the area to be treated.

Administration may be topical (including transdermal, epidermal, ophthalmic and to mucous membranes including intranasal, vaginal and rectal delivery), pulmonary {e.g., by inhalation or insufflation of powders or aerosols, including by nebulizer; intratracheal or intranasal), oral or parenteral. Parenteral administration includes intravenous, intraarterial, subcutaneous, intraperitoneal intramuscular or injection or infusion; or intracranial, e.g., intrathecal or intraventricular, administration. Parenteral administration can be in the form of a single bolus dose, or may be, for example, by a continuous perfusion pump. Pharmaceutical compositions and formulations for topical administration may include transdermal patches, ointments, lotions, creams, gels, drops, suppositories, sprays, liquids and powders. Conventional pharmaceutical carriers, aqueous, powder or oily bases, thickeners and the like may be necessary or desirable.

This invention also includes pharmaceutical compositions which contain, as the active ingredient, the compound of the invention or a pharmaceutically acceptable salt thereof, in combination with one or more pharmaceutically acceptable carriers (excipients). In some embodiments, the composition is suitable for topical administration. In making the compositions of the invention, the active ingredient is typically mixed with an excipient, diluted by an excipient or enclosed within such a carrier in the form of, for example, a capsule, sachet, paper, or other container. When the excipient serves as a diluent, it can be a solid, semi-solid, or liquid material, which acts as a vehicle, carrier or medium for the active ingredient. Thus, the compositions can be in the form of tablets, pills, powders, lozenges, sachets, cachets, elixirs, suspensions, emulsions, solutions, syrups, aerosols (as a solid or in a liquid medium), ointments containing, for example, up to 10% by weight of the active compound, soft and hard gelatin capsules, suppositories, sterile injectable solutions, and sterile packaged powders.

In preparing a formulation, the active compound can be milled to provide the appropriate particle size prior to combining with the other ingredients. If the active compound is

substantially insoluble, it can be milled to a particle size of less than 200 mesh. If the active compound is substantially water soluble, the particle size can be adjusted by milling to provide a substantially uniform distribution in the formulation, e.g. about 40 mesh.

The compounds of the invention may be milled using known milling procedures such as wet milling to obtain a particle size appropriate for tablet formation and for other formulation types. Finely divided (nanoparticulate) preparations of the compounds of the invention can be prepared by processes known in the art, e.g., see International App. No. WO 2002/000196.

Some examples of suitable excipients include lactose, dextrose, sucrose, sorbitol, mannitol, starches, gum acacia, calcium phosphate, alginates, tragacanth, gelatin, calcium silicate, microcrystalline cellulose, polyvinylpyrrolidone, cellulose, water, syrup, and methyl cellulose. The formulations can additionally include: lubricating agents such as talc, magnesium stearate, and mineral oil; wetting agents; emulsifying and suspending agents; preserving agents such as methyl- and propylhydroxy-benzoates; sweetening agents; and flavoring agents. The compositions of the invention can be formulated so as to provide quick, sustained or delayed release of the active ingredient after administration to the patient by employing procedures known in the art.

The compositions can be formulated in a unit dosage form, each dosage containing from about 5 to about 1000 mg (1 g), more usually about 100 to about 500 mg, of the active ingredient. The term "unit dosage forms" refers to physically discrete units suitable as unitary dosages for human subjects and other mammals, each unit containing a predetermined quantity of active material calculated to produce the desired therapeutic effect, in association with a suitable pharmaceutical excipient. In some embodiments, the compositions of the invention contain from about 5 to about 50 mg of the active ingredient. One having ordinary skill in the art will appreciate that this embodies compositions containing about 5 to about 10, about 10 to about 15, about 15 to about 20, about 20 to about 25, about 25 to about 30, about 30 to about 35, about 35 to about 40, about 40 to about 45, or about 45 to about 50 mg of the active ingredient.

In some embodiments, the compositions of the invention contain from about 50 to about 500 mg of the active ingredient. One having ordinary skill in the art will appreciate that this embodies compositions containing about 50 to about 100, about 100 to about 150, about 150 to about 200, about 200 to about 250, about 250 to about 300, about 350 to about 400, or about 450 to about 500 mg of the active ingredient.

In some embodiments, the compositions of the invention contain from about 500 to about 1000 mg of the active ingredient. One having ordinary skill in the art will appreciate that this embodies compositions containing about 500 to about 550, about 550 to about 600, about 600 to about 650, about 650 to about 700, about 700 to about 750, about 750 to about 800, about 800 to about 850, about 850 to about 900, about 900 to about 950, or about 950 to about 1000 mg of the active ingredient.

Similar dosages may be used of the compounds described herein in the methods and uses of the invention.

The active compound can be effective over a wide dosage range and is generally administered in a pharmaceutically effective amount. It will be understood, however, that the amount of the compound actually administered will usually be determined by a physician, according to the relevant circumstances, including the condition to be treated, the chosen route of administration, the actual compound administered, the age, weight, and response of the individual patient, the severity of the patient's symptoms, and the like.

For preparing solid compositions such as tablets, the principal active ingredient is mixed with a pharmaceutical excipient to form a solid preformulation composition containing a homogeneous mixture of a compound of the present invention. When referring to these preformulation compositions as homogeneous, the active ingredient is typically dispersed evenly throughout the composition so that the composition can be readily subdivided into equally effective unit dosage forms such as tablets, pills and capsules. This solid preformulation is then subdivided into unit dosage forms of the type described above containing from, for example, about 0.1 to about 1000 mg of the active ingredient of the present invention.

The tablets or pills of the present invention can be coated or otherwise compounded to provide a dosage form affording the advantage of prolonged action. For example, the tablet or pill can comprise an inner dosage and an outer dosage component, the latter being in the form of an envelope over the former. The two components can be separated by an enteric layer which serves to resist disintegration in the stomach and permit the inner component to pass intact into the duodenum or to be delayed in release. A variety of materials can be used for such enteric layers or coatings, such materials including a number of polymeric acids and mixtures of polymeric acids with such materials as shellac, cetyl alcohol, and cellulose acetate.

The liquid forms in which the compounds and compositions of the present invention can be incorporated for administration orally or by injection include aqueous solutions, suitably flavored syrups, aqueous or oil suspensions, and flavored emulsions with edible oils such as cottonseed oil, sesame oil, coconut oil, or peanut oil, as well as elixirs and similar

pharmaceutical vehicles.

Compositions for inhalation or insufflation include solutions and suspensions in pharmaceutically acceptable, aqueous or organic solvents, or mixtures thereof, and powders. The liquid or solid compositions may contain suitable pharmaceutically acceptable excipients as described supra. In some embodiments, the compositions are administered by the oral or nasal respiratory route for local or systemic effect. Compositions in can be nebulized by use of inert gases. Nebulized solutions may be breathed directly from the nebulizing device or the nebulizing device can be attached to a face masks tent, or intermittent positive pressure breathing machine. Solution, suspension, or powder compositions can be administered orally or nasally from devices which deliver the formulation in an appropriate manner.

Topical formulations can contain one or more conventional carriers. In some

embodiments, ointments can contain water and one or more hydrophobic carriers selected from, for example, liquid paraffin, polyoxyethylene alkyl ether, propylene glycol, white Vaseline, and the like. Carrier compositions of creams can be based on water in combination with glycerol and one or more other components, e.g. glycerinemonostearate, PEG-glycerinemonostearate and cetylstearyl alcohol. Gels can be formulated using isopropyl alcohol and water, suitably in combination with other components such as, for example, glycerol, hydroxyethyl cellulose, and the like. In some embodiments, topical formulations contain at least about 0.1 , at least about 0.25, at least about 0.5, at least about 1 , at least about 2, or at least about 5 wt % of the compound of the invention. The topical formulations can be suitably packaged in tubes of, for example, 100 g which are optionally associated with instructions for the treatment of the select indication, e.g., psoriasis or other skin condition.

The amount of compound or composition administered to a patient will vary depending upon what is being administered, the purpose of the administration, such as prophylaxis or therapy, the state of the patient, the manner of administration, and the like. In therapeutic applications, compositions can be administered to a patient already suffering from a disease in an amount sufficient to cure or at least partially arrest the symptoms of the disease and its complications. Effective doses will depend on the disease condition being treated as well as by the judgment of the attending clinician depending upon factors such as the severity of the disease, the age, weight and general condition of the patient, and the like.

The compositions administered to a patient can be in the form of pharmaceutical compositions described above. These compositions can be sterilized by conventional sterilization techniques, or may be sterile filtered. Aqueous solutions can be packaged for use as is, or lyophilized, the lyophilized preparation being combined with a sterile aqueous carrier prior to administration. The pH of the compound preparations typically will be between 3 and 1 1 , more preferably from 5 to 9 and most preferably from 7 to 8. It will be understood that use of certain of the foregoing excipients, carriers, or stabilizers will result in the formation of pharmaceutical salts.

The therapeutic dosage of a compound of the present invention can vary according to, for example, the particular use for which the treatment is made, the manner of administration of the compound, the health and condition of the patient, and the judgment of the prescribing physician. The proportion or concentration of a compound of the invention in a pharmaceutical composition can vary depending upon a number of factors including dosage, chemical characteristics (e.g., hydrophobicity), and the route of administration. For example, the compounds of the invention can be provided in an aqueous physiological buffer solution containing about 0.1 to about 10% w/v of the compound for parenteral administration. Some typical dose ranges are from about 1 μg/kg to about 1 g/kg of body weight per day. In some embodiments, the dose range is from about 0.01 mg/kg to about 100 mg/kg of body weight per day. The dosage is likely to depend on such variables as the type and extent of progression of the disease or disorder, the overall health status of the particular patient, the relative biological efficacy of the compound selected, formulation of the excipient, and its route of administration. Effective doses can be extrapolated from dose-response curves derived from in vitro or animal model test systems.

The compositions of the invention can further include one or more additional

pharmaceutical agents such as a chemotherapeutic, steroid, anti-inflammatory compound, or immunosuppressant, examples of which are listed hereinabove.

Labeled Compounds and Assay Methods

Another aspect of the present invention relates to labeled compounds of the invention (radio-labeled, fluorescent-labeled, etc.) that would be useful not only in imaging techniques but also in assays, both in vitro and in vivo, for localizing and quantitating PI3K in tissue samples, including human, and for identifying PI3K ligands by inhibition binding of a labeled compound. Accordingly, the present invention includes PI3K assays that contain such labeled compounds.

The present invention further includes isotopically-labeled compounds of the invention. An "isotopically" or "radio-labeled" compound is a compound of the invention where one or more atoms are replaced or substituted by an atom having an atomic mass or mass number different from the atomic mass or mass number typically found in nature (i.e., naturally occurring). Suitable radionuclides that may be incorporated in compounds of the present invention include but are not limited to ³H (also written as T for tritium), ⁿC, ¹³C, ¹⁴C, ¹³N, ¹⁵N, ¹⁵0, ¹⁷0, ¹⁸0, ¹⁸F, ³⁵S, ³⁶C1, ⁸²Br, ⁷⁵Br, ⁷⁶Br, ⁷⁷Br, ¹²³I, ¹²⁴I, ¹²⁵I and ¹³¹I. The radionuclide that is incorporated in the instant radio-labeled compounds will depend on the specific application of that radio-labeled compound. For example, for in vitro PI3K labeling and competition assays,

3 14 82 125 131 35

compounds that incorporate H, C, Br, I , I, S or will generally be most useful. For radio-imaging applications ^UC, ¹⁸F, ¹²⁵I, ¹²³I, ¹²⁴I, ¹³¹I, ⁷⁵Br, ⁷⁶Br or ⁷⁷Br will generally be most useful.

It is understood that a "radio-labeled " or "labeled compound" is a compound that has incorporated at least one radionuclide. In some embodiments the radionuclide is selected from

3 14 125 35 82

the group consisting of Ή, ¹⁴C, ^LLJ , ^JJS and °"Br. In some embodiments, one or more H atoms for any compound described herein is each replaced by a deuterium atom. The present invention can further include synthetic methods for incorporating radioisotopes into compounds of the invention. Synthetic methods for incorporating radio-isotopes into organic compounds are well known in the art, and an ordinary skill in the art will readily recognize the methods applicable for the compounds of invention.

A labeled compound of the invention can be used in a screening assay to

identify/evaluate compounds. For example, a newly synthesized or identified compound (i.e., test compound) which is labeled can be evaluated for its ability to bind a PI3K by monitoring its concentration variation when contacting with the PI3K, through tracking of the labeling. For example, a test compound (labeled) can be evaluated for its ability to reduce binding of another compound which is known to bind to a PI3K (i.e., standard compound). Accordingly, the ability of a test compound to compete with the standard compound for binding to the PI3K directly correlates to its binding affinity. Conversely, in some other screening assays, the standard compound is labeled and test compounds are unlabeled. Accordingly, the concentration of the labeled standard compound is monitored in order to evaluate the competition between the standard compound and the test compound, and the relative binding affinity of the test compound is thus ascertained.

Kits

The present invention also includes pharmaceutical kits useful, for example, in the treatment or prevention of PI3K-associated diseases or disorders, such as cancer, which include one or more containers containing a pharmaceutical composition comprising a therapeutically effective amount of a compound of the invention. Such kits can further include, if desired, one or more of various conventional pharmaceutical kit components, such as, for example, containers with one or more pharmaceutically acceptable carriers, additional containers, etc., as will be readily apparent to those skilled in the art. Instructions, either as inserts or as labels, indicating quantities of the components to be administered, guidelines for administration, and/or guidelines for mixing the components, can also be included in the kit.

The invention will be described in greater detail by way of specific examples. The following examples are offered for illustrative purposes, and are not intended to limit the invention in any manner. Those of skill in the art will readily recognize a variety of non-critical parameters which can be changed or modified to yield essentially the same results. The compounds of the Examples have been found to be PI3K inhibitors according to at least one assay described herein.

Example 1. V-{l-[3-(3,5-Difluorophenyl)-5-methylimidazo[l,2-a]pyridin-2-yl]ethyl}-9H- purin-6-amine

Step A: Ethyl 5-methylimidazo[ 1 ,2-

A solution of 6-methyl-2-pyridinamine (10 g, 93 mmol) [Aldrich, A75706] and ethyl bromopyruvate (15 mL, 110 mmol) in ethanol (93 mL) was heated at 90 °C for 4 h. The reaction mixture was concentrated, diluted with dichloromethane (250 mL), and washed with 10% aqueous potassium carbonate (200 mL). The aqueous layer was separated and extracted with additional dichloromethane (100 mL). The combined organic layers were washed with brine, dried with sodium sulfate, filtered, and concentrated to a crude solid. The solid was treated with diethyl ether (300 mL) and, after several minutes, the diethyl ether was decanted to give the desired product (19 g, quantitative) as a solid after drying under reduced pressure. This material was used without further purification. LCMS for C HHT 3N2O2 (M+H)+: m/z = 205.1. Step B: Ethyl 3-bromo-5-methylimidazo[l, -a]pyridine-2-carboxylate

A solution of ethyl 5-methylimidazo[l,2-a]pyridine-2-carboxylate (5.0 g, 25 mmol) in acetonitrile (94 mL) was treated with N-bromosuccinimide (4.8 g, 27 mmol) in acetonitrile (47 mL) dropwise and stirred at 20 °C for 30 min. The reaction mixture was concentrated, diluted with dichloromethane (200 mL), and washed with saturated sodium bicarbonate (150 mL) and brine (50 mL). The organic layer was dried with sodium sulfate, filtered, and concentrated to a crude solid. Purification by flash column chromatography gave the desired product (4.0 g, 58%).

LCMS for Ci iH₁₂BrN₂02 (M+H)+: m/z = 282.9, 284.9.

Step C: 3-Bromo-5-methylimidazo[l,2-a ridine-2-carboxylic acid hydrochloride

A solution of ethyl 3-bromo-5-methylimidazo[l,2-a]pyridine-2-carboxylate (0.62 g, 2.2 mmol) in ethanol (3.3 mL) and tetrahydrofuran (3.3 mL) was treated with 1 M sodium hydroxide (6.5 mL, 6.5 mmol) and stirred at 20 °C for 2 h. The reaction mixture was concentrated and the resultant solid was diluted with water, cooled to 0 °C, and treated with 1 M hydrogen chloride (8.7 mL, 8.7 mmol) dropwise. The aqueous mixture was concentrated to a solid that was diluted with acetonitrile and reconcentrated (2x) to give the desired product which contained sodium chloride. This material was used without further purification. LCMS for C9HgBrN202

(M+H)+: m/z = 255.0, 257.0.

Step D: 3-Bromo-N-methoxy-N, 5-dimethylimidazof 1 ,2-a] pyridine-2-carboxamide

A solution of 3-bromo-5-methylimidazo[l,2-a]pyridine-2-carboxylic acid hydrochloride (0.63 g, 2.2 mmol) (this material contained sodium chloride from the previous step) in N,N- dimethylformamide (6 mL) was treated with N,N-diisopropylethylamine (1.9 mL, 11 mmol) followed by O-(benzotriazol-l-yl)-N,N,N',N'-tetramethyluronium hexafluorophosphate and stirred at 20 °C for 5 min. The reaction mixture was treated with N,O-dimethylhydroxylamine hydrochloride (0.28 g, 2.8 mmol) and stirred at 20 °C for 2 h. The reaction mixture was poured into saturated sodium bicarbonate (100 mL) and extracted with ethyl acetate (100 mL). The aqueous phase was separated, saturated with sodium chloride, and extracted with additional ethyl acetate (100 mL). The combined organic extracts were washed with brine (100 mL), dried with sodium sulfate, filtered, and concentrated to a crude oil. Purification by flash column

chromatography gave the desired product that also contained N,N-dimethylformamide and tetramethyl urea. This material was diluted with ethyl acetate (100 mL), washed with water (50 mL) and brine (20 mL), dried with sodium sulfate, filtered, and concentrated to give 0.55 g of the desired product as a white solid. The aqueous layer, which still contained desired product, was concentrated and the resultant residue was purified by preparative LCMS to give an additional 42 mg of the desired product. The total amount isolated was 0.59 g (91%). LCMS for

Ci iH₁₃BrN₃02 (M+H)+: m/z = 298.0, 300.0.

Step E: 3-(3,5-Difluorophenyl)-N-methox -N,5-dimethylimidazo[l,2-a]pyridine-2

A solution of 3-bromo-N-methoxy-N,5-dimethylimidazo[l,2-a]pyridine-2-carboxamide (0.48 g, 1.6 mmol), (3,5-difluorophenyl)boronic acid (0.33 g, 2.1 mmol), and sodium carbonate (0.26 g, 2.4 mmol) in 1,4-dioxane (10 mL) and water (1.9 mL) was degassed with nitrogen and treated with tetrakis(triphenylphosphine)palladium(0) (0.13 g, 0.11 mmol). The reaction mixture was degassed with nitrogen and heated at 95 °C for 19 h. The reaction mixture was

concentrated, diluted with ethyl acetate (100 mL), washed with water and brine, dried with sodium sulfate, filtered, and concentrated to a crude solid. Purification by flash column chromatography gave the desired product (0.43 g, 80%). LCMS for C 7H16F2N3O2 (M+H)⁺: m/z = 332.1.

Step F: l-[3-( 3, 5-Difluorophenyl)-5-methylimidazo[ 1, 2 -a Jpyridin-2-ylJ ethanone

A solution of 3-(3,5-difluorophenyl)-N-methoxy-N,5-dm

carboxamide (0.43 g, 1.3 mmol) in tetrahydrofuran (5.2 mL) at 0 °C was treated with 3 M methylmagnesium chloride in tetrahydrofuran (1.3 mL, 3.9 mmol) dropwise and stirred at 0 °C for 30 min. The reaction mixture was treated with additional 3 M methylmagnesium chloride in tetrahydrofuran (1.3 mL, 3.9 mmol) dropwise and stirred at 0 °C for another 30 min. The reaction mixture was quenched with 1 M hydrogen chloride (5.2 mL, 5.2 mmol), poured into saturated sodium bicarbonate (25 mL), and extracted with ethyl acetate (75 mL). The organic layer was separated, washed with brine and water, and dried with sodium sulfate, filtered, and concentrated to a crude solid. Purification by flash column chromatography gave the desired product (0.29 g, 78%). LCMS for CigH^F^O (M+H)+: m/z = 287.1.

Step G: l-[3-(3,5-Difluorophenyl)-5-methylimidazo[l,2-a]pyridin-2-yl]ethanamine

A solution of l-[3-(3,5-difluorophenyl)-5-methylimidazo[l,2-a]pyridin-2-yl]ethanone (0.23 g, 0.82 mmol) in methanol (9.5 mL) was treated with ammonium acetate (0.63 g, 8.2 mmol) and heated at 65 °C for 1 h. The reaction mixture was treated with sodium

cyanoborohydride (0.15 g, 2.5 mmol) and heated at 65 °C for 4 h. The reaction mixture was concentrated and purified by preparative LCMS to give the desired product (0.13 g, 56%) as a colorless oil. LCMS for C₁₆H₁₆F₂N₃ (M+H)+: m/z = 288.1.

Step H: N-{l-[3-( 3, 5-Difluorophenyl)-5-methylimidazo[ 1, 2 -a ]pyridin-2-yl] ethyl} - 9H-purin- 6-am in e A solution of l-[3-(3,5-difluorophenyl)-5-methylimidazo[l,2-a]pyridin-2-yl]ethanamine (40 mg, 0.14 mmol), 6-bromo-9H-purine [Aldrich, 104981] (33 mg, 0.17 mmol), and N,N- diisopropylethylamine (29 μί, 0.17 mmol) in ethanol (1.6 mL) was heated at 90 °C for 18 h. The reaction mixture was diluted with methanol and purified by preparative LCMS to give the desired product (33 mg, 58%) as a white solid. LCMS for C2iH₁₈F₂N₇ (M+H)+: m/z = 406.1 !H NMR (400 MHz, CD₃OD): δ 8.12 (s, 1 H), 8.03 (br s, 1 H), 7.49 (d, J= 9.0 Hz, 1 H), 7.25

(dd, J= 9.0, 6.8 Hz, 1 H), 7.21 - 7.18 (m, 1 H), 7.00 - 6.94 (m, 2 H), 6.66 (d, J= 6.8 Hz, 1 H), 5.44 (br s, 1 H), 2.15 (s, 3 H), 1.69 (d, J= 7.0 Hz, 3 H).

Example 2. V-{l-[3-(3-Fluorophenyl)imidazo[l,2-a]pyridin-2-yl]ethyl}-9H-purin-6-amine

Step A: Ethyl imidazof 1 ,2-a] pyridine-2-carbox late

The desired compound was prepared according to the procedure of Example 1, step A, using 2-pyridinamine [Aldrich, A7798-9] as the starting material in 55% yield. LCMS for

C₁₀H_{1 1}N₂O2 (M+H)⁺: m/z = 191.1.

Step B: Ethyl 3-bromoimidazo[l,2-a]pyridine-2-carboxylate

The desired compound was prepared according to the procedure of Example 1 , step B, using ethyl imidazo[l,2-a]pyridine-2-carboxylate as the starting material in quantitative yield.

LCMS for C₁₀H₁₀BrN2O2 (M+H)+: m/z = 268.9, 270.8.

Step C: 3-Bromoimidazo[l,2-a]pyridine-2-carboxylic acid hydrochloride

The desired compound was prepared according to the procedure of Example 1 , step C, using ethyl 3-bromoimidazo[l,2-a]pyridine-2-carboxylate as the starting material in quantitative yield. LCMS for CgHgBr^C^ (M+H)⁺: m/z = 241.0, 243.0.

Step D: 3-Bromo-N-methoxy-N-methylimidazo[ 1, 2-a Jpyridine-2-carboxamide

The desired compound was prepared according to the procedure of Example 1 , step D, using 3-bromoimidazo[l,2-a]pyridine-2-carboxylic acid hydrochloride as the starting material in

90% yield. LCMS for CIQH! ^r^C^ (M+H)+: m/z = 284.0, 286.0.

Step E: 3-(3-Fluorophenyl)-N-methoxy-N-methylimidazo[l,2-a]pyridine-2-carboxamide

The desired compound was prepared according to the procedure of Example 1 , step E, using 3-bromo-N-methoxy-N-methylimidazo[l,2-a]pyridine-2-carboxamide and (3- fluorophenyl)boronic acid as the starting materials in 80% yield. LCMS for Ci H15FN3O2

(M+H)+: m/z = 300.1. Step F: l-[3-(3-Fluorophenyl)imidazo[l,2-a]pyridin-2-yl]ethanone

The desired compound was prepared according to the procedure of Example 1, step F, using 3-(3-fluorophenyl)-N-methoxy-N-methylimidazo[l,2-a]pyridine-2-carboxamide as the starting material in 79% yield. LCMS for C15H12FN2O (M+H)+: m/z = 255.1. Step G: 1- [3-(3-Fluorophenyl)imidazo [ 1 ,2-a] pyridin-2-yl] ethanamine

The desired compound was prepared according to the procedure of Example 1, step G, using l-[3-(3-fluorophenyl)imidazo[l,2-a]pyridin-2-yl]ethanone as the starting material in 36% yield. LCMS for C15H15FN3 (M+H)+: m/z = 256.1.

Step H: N-{l-[ 3-(3-Fluorophenyl)imidazo[ 1, 2-a] pyridin-2-yl] ethyl}-9H-purin-6-amine

The desired compound was prepared according to the procedure of Example 1, step H, using l-[3-(3-fluorophenyl)imidazo[l,2-a]pyridin-2-yl]ethanamine as the starting material in

60% yield. LCMS for C20H17FN7 (M+H)+: m/z = 374.0. NMR (400 MHz, CD3OD): δ

8.14 (s, 1 H), 8.09 (d, J= 6.8 Hz, 1 H), 8.03 (s, 1 H), 7.59 (d, J= 9.0 Hz, 1 H), 7.49 - 7.43 (m, 1 H), 7.37 - 7.28 (m, 3 H), 7.15 - 7.10 (m, 1 H), 6.91 (ddd, J= 7.0, 6.8, 1.2, Hz, 1 H), 5.68 (br s, 1 H), 1.73 (d, J= 6.8 Hz, 3 H).

Example 3. 7V-{l-[5-(3,5-Difluorophenyl)imidazo[2,l-6] [l,3]thiazol-6-yl]ethyl}-9H-purin- 6-amine bis(trifluoroacetate)

Step A: Ethyl imidazo[2,l-b] [l,3]thiazole-6-carbox late

The desired compound was prepared according to the procedure of Example 1, step A, using l,3-thiazol-2-amine [Aldrich, 123129] as the starting material in 15% yield. LCMS for

C₈H₉N₂0₂S (M+H)+: m/z = 197.1.

Step B: Ethyl 5-bromoimidazo[2,l-b] [1 ,3]thiazole-6-carboxylate

The desired compound was prepared according to the procedure of Example 1, step B, using ethyl imidazo[2,l-¾][l,3]thiazole-6-carboxylate as the starting material in 84% yield.

LCMS for CgH₈BrN202S (M+H)+: m/z = 275.0, 277.0.

Step C: 5-Bromoimidazo[2, 1-bJ [ l,3]thiazole-6-carbox lic acid hydrochloride

The desired compound was prepared according to the procedure of Example 1, step C, using ethyl 5-bromoimidazo[2,l-¾][l,3]thiazole-6-carboxylate as the starting material in quantitative yield. LCMS for C₆H₄BrN₂0₂S (M+H)+: m/z = 246.9, 248.9. Step D: 5-Bromo-N-methoxy-N-methylimidazo[2, l-b][ 1 ,3] thiazole-6-carboxamide

The desired compound was prepared according to the procedure of Example 1, step D, using 5-bromoimidazo[2,l-¾][l,3]thiazole-6-carboxylic acid hydrochloride as the starting material in quantitative yield. LCMS for CgHgBr^C^S (M+H)+: m/z = 290.0, 292.0.

Step E: 5-(3,5-Difluorophenyl)-N-methoxy-N-methylimidazo[2,l-b] [l,3]thiazole-6- carboxamide

The desired compound was prepared according to the procedure of Example 1, step E, using 5-bromo-N-methoxy-N-methylimidazo[2,l-¾][l,3]thiazole-6-carboxamide as the starting material in 56% yield. LCMS for C14H12F2N3O2S (M+H)+: m/z = 324.0. Step F: 1-f 5-(3, 5-Difluorophenyl)imidazo[2, l-bjf 1, 3]thiazol-6-yl] ethanone

The desired compound was prepared according to the procedure of Example 1, step F, using 5-(3,5-difluorophenyl)-N-methoxy-N-methylimidazo[2, 1 -b] [ 1 ,3]thiazole-6-carboxamide the starting material in 85% yield. LCMS for C13H9F2N2OS (M+H)+: m/z = 279.0. Step G: l-[5-(3,5-Difluorophenyl)imidazo[2,l-b] [1 ,3]thiazol-6-yl] ethanamine

The desired compound was prepared according to the procedure of Example 1, step G, using l-[5-(3,5-difluorophenyl)imidazo[2,l-¾][l,3]thiazol-6-yl]ethanone as the starting material in 52% yield. LCMS for C^H_j ] F₂N3SNa (M+Na)+: m/z = 302.0. Step H: N-{l-[5-(3,5-Difluorophenyl)imidazo[2 -b] [l,3]thiazol-6-yl]ethyl}-9H-purin- 6-amine bis(trifluoroacetate)

The desired compound was prepared according to the procedure of Example El, step H, using l-[5-(3,5-difluorophenyl)imidazo[2,l-¾][l,3]thiazol-6-yl]ethanamine as the starting material in 60% yield. LCMS for C 18H14F2N7S (M+H)+: m/z = 398.1. ^lH NMR (300 MHz,

CD3OD): δ 8.45 (s, 1 H), 8.35 (s, 1 H), 7.75 (d, J= 4.4 Hz, 1 H), 7.28 - 7.24 (m, 3 H), 7.09 -

7.01 (m, 1 H), 5.76 (br s, 1 H), 1.76 (d, J= 7.0 Hz, 3 H).

Example 4. V-{l-[5-(3-Fluorophenyl)-3-methylimidazo[2,l-6] [l,3]thiazol-6-yl]ethyl}-9H- purin-6-amine bis(trifluoroacetate)

The desired compound was prepared according to the procedure of Example 3 using 4- methyl-l,3-thiazol-2-amine [Aldrich, A66006] as the starting material. LCMS for Ci 9Η1 7FN7S

(M+H)+: m/z = 394.1. !H NMR (300 MHz, CD3OD): δ 8.40 (s, 1 H), 8.32 (s, 1 H), 7.39 (br s, 2 H), 7.21 - 7.15 (m, 2 H), 6.84 (s, 1 H), 1.95 (s, 3 H), 1.73 (d, J= 7.0 Hz, 3 H).

Example 5. V-{l-[5-(3-Fluorophenyl)-2-methylimidazo[2,l-6] [l,3]thiazol-6-yl]ethyl}-9H- purin-6-amine

The desired compound was prepared according to the procedure of Example 3 using 5- methyl-l,3-thiazol-2-amine [Aldrich, 380563] as the starting material. LCMS for C\ gU\ 7FN7S

(M+H)+: m/z = 394.1. NMR (400 MHz, CD3OD): δ 8.18 (s, 1 H), 8.04 (s, 1 H), 7.49 - 7.43

(m, 1 H), 7.41 (d, J= 1.4 Hz, 1 H), 7.38 - 7.33 (m, 2 H), 7.12 - 7.07 (m, 1 H), 5.63 (br s, 1 H), 2.43 (s, 3 H), 1.67 (d, J= 6.8 Hz, 3 H).

Example 6. V-{l-[6-Chloro-3-(3-fluorophenyl)imidazo[l,2-fl]pyridin-2-yl]ethyl}-9H-purin- 6-amine bis(trifluoroacetate)

Step A: Ethyl 6-chloroimidazo[ 1 ,2-a] pyridine-2-carbox late

A solution of 2-amino-5-chloropyridine (2.0 g, 16 mmol) [Matrix Scientific, 021118] in acetone (39 mL) was treated with ethyl bromopyruvate (2.2 mL, 16 mmol) and heated at 60 °C for 45 min. The reaction mixture was cooled to 20 °C and the suspension was filtered. The solid that was collected was washed with a small amount of cold acetone and dried in vacuo. The solid was diluted with ethanol (12 mL) and water (19 mL), heated at 65 °C, and treated with sodium bicarbonate (1.6 g, 19 mmol) portionwise. The reaction mixture was cooled to 20 °C and the suspension was filtered. The solid that was collected was washed with water (4 x 80 mL) and dried in vacuo to give the desired product (2.6 g, 74%). LCMS for Ci QHI 0CIN2O2

(M+H)+: m/z = 225.1. Step B: Ethyl 6-chloro-3-(3-fluorophenyl)imidazo [ 1 ,2-a] pyridine-2-carboxylate

A solution of ethyl 6-chloroimidazo[l,2-a]pyridine-2-carboxylate (0.8 g, 3.6 mmol), cesium carbonate (1.3 g, 3.9 mmol), palladium acetate (64 mg, 0.29 mmol), and

triphenylphosphine (0.15 g, 0.57 mmol) in 1,4-dioxane (43 mL) was treated with l-bromo-3- fluorobenzene (0.54 mL, 4.8 mmol), degassed with nitrogen, and heated in the microwave at 150 °C for 30 min. The reaction mixture was filtered over celite and the filtrate was concentrated to give a crude residue. This material was purified by flash column chromatography to give the desired product (1.2 g, 94%). LCMS for C₁₆H₁₃C1FN₂02 (M+H)+: m/z = 319.1.

Step C: 6-Chloro-3-(3-fluorophenyl)imidazo[l,2-a]pyridine-2-carboxylic acid hydrochloride

The desired compound was prepared according to the procedure of Example 1, step C, using ethyl 6-chloro-3-(3-fluorophenyl)imidazo[l,2-a]pyridine-2-carboxylate as the starting material in 59% yield. LCMS for C14H9CIFN2O2 (M+H)+: m/z = 291.0.

Step D: 6-Chloro-3-(3-fluorophenyl)-N-methoxy-N-methylimidazofl,2-aJpyridine-2- carboxamide

The desired compound was prepared according to the procedure of Example 1, step D, using 6-chloro-3-(3-fluorophenyl)imidazo[l,2-a]pyridine-2-carboxylic acid hydrochloride as the starting material in 92% yield. LCMS for Ci₆H₁₄ClFN₃02 (M+H)+: m/z = 334.0. Step E: 1-f 6-Chloro-3-(3-fluorophenyl)imidazo[ 1 ,2-a] pyridin-2-yl] ethanone

The desired compound was prepared according to the procedure of Example El, step F, using 6-chloro-3 -(3 -fluorophenyl)-N-methoxy-N-methylimidazo [ 1 ,2-a]pyridine-2-carboxamide as the starting material in 61% yield. LCMS for C15H11CIFN2O (M+H)+: m/z = 289.0. Step F: 1-f 6-Chloro-3-(3-fluorophenyl)imidazo[ 1 ,2-a] pyridin-2-yl] ethanamine trifluoroacetate

The desired compound was prepared according to the procedure of Example 1, step G, using l-[6-chloro-3-(3-fluorophenyl)imidazo[l,2-a]pyridin-2-yl]ethanone as the starting material in 20% yield. LCMS for C15H14CIFN3 (M+H)+: m z = 289.9.

Step G: N-{ 1- [6-Chloro-3-(3-fluorophenyl)imidazo [1 ,2-a] pyridin-2-yl] ethyl}-9H-purin- 6-amine bis (trifluoroacetate)

The desired compound was prepared according to the procedure of Example 1, step H, using l-[6-chloro-3-(3-fluorophenyl)imidazo[l,2-a]pyridin-2-yl]ethanamine trifluoroacetate as the starting material in 15% yield. LCMS for C20H16CIFN7 (M+H)+: m/z = 408.1. !H NMR (300 MHz, DMSO- ): δ 9.04 (br s, 1 H), 8.47 - 8.42 (m, 2 H), 8.34 (s, 1 H), 7.74 (d, J= 10.0 Hz, 1 H), 7.59 - 7.38 (m, 4 H), 7.34 - 7.27 (m, 1 H), 5.65 (br s, 1 H), 1.63 (d, J= 6.7 Hz, 3 H). Example 7. V-{l-[5-Chloro-3-(3-fluorophenyl)imidazo[l,2-fl]pyridin-2-yl]ethyl}-9H-purin- 6-amine tris(trifluoroacetate)

Step A: Ethyl 5-chloroimidazo[ 1 ,2-a] pyridine-2-carbox late

The desired compound was prepared according to the procedure of Example 1, step A, using 6-chloropyridin-2-amine [Aldrich, 675865] as the starting material in quantitative yield.

LCMS for CioH₁₀ClN₂02 (M+H)+: m/z = 224.9.

Step B: Ethyl 5-chloro-3-(3-fluorophenyl)imidazo[l,2-a]pyridine-2-carboxylate

The desired compound was prepared according to the procedure of Example 6, step B, using ethyl 5-chloroimidazo[l,2-a]pyridine-2-carboxylate as the starting material in 44% yield.

LCMS for Ci6H₁₃ClFN202 (M+H)+: m/z = 318.9.

Step C: 5-Chloro-3-(3-fluorophenyl)imidazo[l,2-a]pyridine-2-carboxylic acid hydrochloride

The desired compound was prepared according to the procedure of Example 1 , step C, using ethyl 5-chloro-3-(3-fluorophenyl)imidazo[l,2-a]pyridine-2-carboxylate as the starting material in quantitative yield. LCMS for C14H9CIFN2O2 (M+H)+: m/z = 290.9.

Step D: 5-Chloro-3-(3-fluorophenyl)-N-methoxy-N-methylimidazo[l,2-a]pyridine-2- carboxamide

The desired compound was prepared according to the procedure of Example 1 , step D, using 5-chloro-3-(3-fluorophenyl)imidazo[l,2-a]pyridine-2-carboxylic acid hydrochloride as the starting material in 63% yield. LCMS for C16H14CIFN3O2 (M+H)+: m/z = 333.9. Step E: 1-f 5-Chloro-3-(3-fluorophenyl)imidazo[ 1 ,2-a] pyridin-2-yl] ethanone

The desired compound was prepared according to the procedure of Example 1 , step F, using 5 -chloro-3 -(3 -fluorophenyl)-N-methoxy-N-methylimidazo [ 1 ,2-a]pyridine-2-carboxamide as the starting material in 79% yield. LCMS for C^Hj J CIF^O (M+H)+: m/z = 288.9.

Step F: 1-f 5-Chloro-3-(3-fluorophenyl)imidazo[ 1 ,2-a] pyridin-2-yl] ethanamine

The desired compound was prepared according to the procedure of Example 1, step G, using l-[5-chloro-3-(3-fluorophenyl)imidazo[l,2-a]pyridin-2-yl]ethanone as the starting material in 44% yield. LCMS for Ci₅H₁₄ClFN3 (M+H)+: m/z = 289.9.

Step G: N-{l-[ 5-Chloro-3-(3-fluorophenyl)imidazo[ 1, 2-aj 'pyridin-2-yl] ' ethyl} -9H-purin- 6-amine tris(trifluoroacetate)

The desired compound was prepared according to the procedure of Example 1, step H, using l-[5-chloro-3-(3-fluorophenyl)imidazo[l,2-a]pyridin-2-yl]ethanamine as the starting material in 35% yield. LCMS for C20H16CIFN7 (M+H)+: m/z = 407.9. NMR (400 MHz,

CD3OD): δ 8.43 - 8.38 (m, 2 H), 7.81 (ddd, J= 9.0, 2.1, 1.0 Hz, 1 H), 7.70 - 7.65 (m, 1 H), 7.45

- 7.42 (m, 1 H), 7.38 - 7.34 (m, 1 H), 7.31 (d, J= 7.6 Hz, 1 H), 7.25 - 7.16 (m, 2 H), 5.57 (br s, 1 H), 1.78 (dd, J= 7.0, 2.9 Hz, 3 H).

Example 8. V-{l-[3-(3-Fluorophenyl)-6-methylimidazo[l,2-fl]pyridin-2-yl]ethyl}-9H-purin- 6-amine bis(trifluoroacetate)

The desired compound was prepared according to the procedure of Example 2 using 5- methyl-2-pyridinamine [Aldrich, A75684] as the starting material. LCMS for C21H19FN7

(M+H)+: m/z = 388.1. !H NMR (300 MHz, DMSC ¾): δ 8.70 (br s, 1 H), 8.34 - 8.31 (m, 2

H), 8.17 (s, 1 H), 7.82 (d, J= 9.1 Hz, 1 H), 7.67 (d, J= 9.4 Hz, 1 H), 7.60 - 7.32 (m, 5 H), 5.63 (br s, 1 H), 2.32 (s, 3 H), 1.66 (d, J= 7.0 Hz, 3 H). Example 9. V-{l-[3-(3-Fluorophenyl)-7-methylimidazo[l,2-fl]pyridin-2-yl]ethyl}-9H-purin- 6-amine bis(trifluoroacetate)

The desired compound was prepared according to the procedure of Example 2 using 4- methyl-2-pyridinamine [Aldrich, 123080] as the starting material. LCMS for C2iHj 9FN7

(M+H)+: m/z = 388.1. iH NMR (300 MHz, DMSO-d₆): δ 8.61 (br s, 1 H), 8.32 - 8.25 (m, 3

H), 7.71 (s, 1 H), 7.60 - 7.32 (m, 5 H), 7.18 (d, J = 7.3 Hz, 1 H), 5.61 (br s, 1 H), 1.67 (d, J= 7.0 Hz, 3 H).

Example 10. TV- {1- [3-(3-Fluorophenyl)-8-methylimidazo [ 1 ,2-a] pyridin-2-yl] ethyl}-9H- purin-6-amine bis(trifluoroacetate)

The desired compound was prepared according to the procedure of Example 2 using 3- methyl-2-pyridinamine [Aldrich, A75633] as the starting material. LCMS for C21H19FN7

(M+H)+: m/z = 388.1. ^ NMR (300 MHz, DMSC ¾): § 8.59 (br s, 1 H), 8.34 (s, 2 H), 8.14

(d, J= 6.7 Hz, 1 H), 7.59 - 7.30 (m, 6 H), 7.14 - 7.09 (m, 1 H), 5.65 (br s, 1 H), 2.60 (s, 3 H), 1.70 (d, J= 6.7 Hz, 3 H). Example 11. V-{l-[8-Chloro-3-(3-fluorophenyl)imidazo[l,2-a]pyridin-2-yl]ethyl}-9H- purin-6-amine bis(trifluoroacetate)

The desired compound was prepared according to the procedure of Example 7 using 3- chloropyridin-2-amine [AstaTech, 51602] as the starting material. LCMS for C20H16CIFN7

(M+H)+: m/z = 408.1. iH NMR (300 MHz, DMSO-d₆): δ 9.29 (br s, 1H), 8.50 (d, 2 H), 8.18

(dd, J= 6.7, 0.6 Hz, 1 H), 7.60 - 7.53 (m, 2 H), 7.48 - 7.28 (m, 3 H), 6.92 (dd, J= 7.3, 7.0 Hz, 1 H), 5.69 - 5.65 (m, 1 H), 1.67 (d, J= 6.7 Hz, 3 H).

Example 12. V-{l-[8-Ethyl-3-(3-fluorophenyl)imidazo[l,2-a]pyridin-2-yl]ethyl}-9H-purin- 6-amine

The desired compound was prepared according to the procedure of Example 7 using 2 -3-ethylpyridine [AstaTech, 20154] as the starting material. LCMS for Ci 2H15N2O2

(M+H)+: m/z = 219.1. ^ NMR (300 MHz, DMSC ¾): § 8.13 - 8.00 (m, 3 H), 7.60 - 7.49 (m,

2 H), 7.42 (d, J= 7.9 Hz, 1 H), 7.31 - 7.24 (m, 2 H), 7.12 (d, 7.0 Hz, 1 H), 6.83 (dd, J= 7.0, 6.7 Hz, 1 H), 5.57 (br s, 1 H), 3.02 - 2.93 (m, 2 H), 1.57 (d, J = 6.7 Hz, 3 H), 1.33 (t, J = 7.6 Hz, 3 Example 13. V-{l-[7-Chloro-3-(3-fluorophenyl)imidazo[l,2-a]pyridin-2-yl]ethyl}-9H- purin-6-amine

The desired compound was prepared according to the procedure of Example 7 using 4- chloropyridin-2-amine [Aldrich, 676020] as the starting material. LCMS for C20H16CIFN7

(M+H)+: m/z = 408.1. 1H NMR (300 MHz, DMSO-dg): δ 8.22 (d, J = 7.3 Hz, 1 H), 8.10 (s, 2

H), 7.80 (d, J= 1.8 Hz, 1 H), 7.61 - 7.53 (m, 2 H), 7.46 - 7.39 (m, 2 H), 7.29 (ddd, J= 8.8, 8.5, 2.1 Hz, 1 H), 6.94 (dd, J= 7.3, 2.1 Hz, 1 H), 5.58 (br s, 1 H), 1.55 (d, J= 6.7 Hz, 3 H).

Example 14. V-{l-[8-Fluoro-3-(3-fluorophenyl)imidazo[l,2-a]pyridin-2-yl]ethyl}-9H- purin-6-amine

The desired compound was prepared according to the procedure of Example 7 using 3- fluoropyridin-2-amine [Matrix Scientific, 026754] as the starting material. LCMS for

C20^H16^F2^N7 (M+H)+: m/z = 392.1. !H NMR (300 MHz, DMSO-d₆): δ 8.10 (s, 2 H), 8.05 (d,

J= 6.7 Hz, 1 H), 7.62 - 7.44 (m, 4 H), 7.31 (ddd, J= 8.8, 8.8, 2.1 Hz, 1 H), 7.20 (dd, J= 11.1, 7.6 Hz, 1 H), 6.89 - 6.82 (m, 1 H), 5.60 (br s, 1 H), 1.57 (d, J= 6.7 Hz, 3 H). Example 15. V-{l-[3-(3-Fluorophenyl)-8-(trifluoromethyl)imidazo[l,2-a]pyridin-2- yl] ethyl}-9H-purin-6-amine bis(trifluoroacetate)

The desired compound was prepared according to the procedure of Example 7 using 3- (trifluoromethyl)pyridin-2-amine [Oakwood, 023329] as the starting material. LCMS for

C2lH₁₆F₄N₇ (M+H)+: m/z = 441.9. !H NMR (300 MHz, DMSO-<¾): § 9.16 (br s, 1 H), 8.46

(s, 2 H), 8.39 (d, 6.7 Hz, 1 H), 7.81 (d, J= 7.0 Hz, 1 H), 7.57 - 7.44 (m, 2 H), 7.39 (d, J= 7.3 Hz, 1 H), 7.29 (ddd, J= 8.8, 8.5, 2.1 Hz, 1 H), 7.03 (dd, J= 7.0, 7.0 Hz, 1 H), 5.75 - 5.65 (m, 1 H), 1.68 (d, J= 7.0 Hz, 3 H).

Example 16. 3-(3-Fluorophenyl)-2- [ l-(9H-purin-6-ylamino)ethyl] imidazo [1 ,2-a] pyridine- 8-carbonitrile bis(trifluoroacetate)

Step A: Ethyl 8-cyanoimidazo[l,2-a]pyridine-2-carbox late

The desired compound was prepared according to the procedure of Example 1, step A, using 2-aminonicotinonitrile [Aldrich, 697133] as the starting material in 60% yield. LCMS for

C_{1 1}H₁₀N₃O2 (M+H)⁺: m/z = 215.9.

Step B: Ethyl 8-cyano-3-(3-fluorophenyl)imidazo[l,2-a]pyridine-2-carboxylate

The desired compound was prepared according to the procedure of Example 6, step B, using ethyl 8-cyanoimidazo[l,2-a]pyridine-2-carboxylate as the starting material in 77% yield.

LCMS for C17H13FN3O2 (M+H)+: m/z = 309.9.

Step C: 8-(Aminocarbonyl)-3-(3-fluorophenyl)imidazo [ 1 ,2-a] pyridine-2-carboxylic

acid hydrochloride

The desired compound was prepared according to the procedure of Example 1, step C, using ethyl 8-cyano-3-(3-fluorophenyl)imidazo[l,2-a]pyridine-2-carboxylate as the starting material in 77% yield. LCMS for C^H_j 1FN3O3 (M+H)+: m/z = 300.1.

Step D: 3-(3-Fluorophenyl)-N(2)-methoxy-N(2)-methylimidazo [ 1 ,2-a] pyridine-2 ,8- dicarboxamide

The desired compound was prepared according to the procedure of Example 1, step D, using 8-(aminocarbonyl)-3-(3-fluorophenyl)imidazo[ 1 ,2-a]pyridine-2-carboxylic acid hydrochloride as the starting material in 57% yield. LCMS for Ci 7H1 FN4O3 (M+H)⁺: m/z =

343.1.

Step E: 2-Acetyl-3-(3-fluorophenyl)imidaz -a] pyridine-8-carboxamide

The desired compound was prepared according to the procedure of Example 1, step F, using 3-(3-fluorophenyl)-N(2)-methoxy-N(2)-methylimidazo[ 1 ,2-a]pyridine-2,8-dicarboxamide as the starting material in 96% yield. LCMS for CigH^F^C^ (M+H)+: m/z = 298.1.

Step F: 2-Acetyl-3-(3-fluorophenyl)imidazo -a] pyridine-8-carbonitrile

A solution of 2-acetyl-3-(3-fluorophenyl)imidazo[l,2-a]pyridine-8-carboxamide (0.24 g, 0.81 mmol) in dichloromethane (12 mL) was treated with triethylamine (0.34 mL, 2.4 mmol) and cooled to -15 °C. The reaction mixture was treated with trichloroacetyl chloride (0.18 mL, 1.6 mmol) dropwise and stirred between -15 °C to -10 °C for 1 h. The reaction mixture was diluted with dichloromethane (100 mL) and washed with water (2 x 50 mL) and brine (50 mL), dried with sodium sulfate, filtered, and concentrated to give the desired product (0.23 g, quantitative). This material was used without further purification. LCMS for C\ gH_j \ FN3O (M+H)⁺: m/z = 280.1.

Step G: 2-(l-Aminoethyl)-3-(3-fluorophenyl)imidazo[l,2-aJpyridine-8-carbonitrile

The desired compound was prepared according to the procedure of Example 1, step G, using 2-acetyl-3-(3-fluorophenyl)imidazo[l,2-a]pyridine-8-carbonitrile as the starting material in

66% yield. LCMS for C₁₆H₁₄FN₄ (M+H)+: m/z = 280.9.

Step H: 3-(3-Fluorophenyl)-2-[ l-(9H-purin-6-ylamino)ethyl]imidazo[ 1,2-aJpyridine- 8-carbonitrile bis (rifluoroacetate)

The desired compound was prepared according to the procedure of Example 1, step H, using 2-(l-aminoethyl)-3-(3-fluorophenyl)imidazo[l,2-a]pyridine-8-carbonitrile as the starting material in 30% yield. LCMS for C₂iH₁₆FN₈ (M+H)+: m/z = 399.1. Ipi NMR (300 MHz,

DMSO-^6): § 9.19 (br s, 1 H), 8.50 - 8.47 (m, 3 H), 8.06 (d, J= 7.0 Hz, 1 H), 7.61 - 7.29 (m, 4

H), 7.05 (dd, J= 7.0, 7.0 Hz, 1 H), 5.74 - 5.70 (m, 1 H), 1.67 (d, J= 6.7 Hz, 3 H).

Example 17. V-{l-[3-(4-Methylphenyl)imidazo[l,2-a]pyridin-2-yl]ethyl}-9H-purin-6-amine

The desired compound was prepared according to the procedure of Example 2, steps E-H, using (4-methylphenyl)boronic acid [Aldrich, 393622] as the starting material. LCMS for

C21H20N7 (M+H)+: m/z = 370.2. !H NMR (400 MHz, CD3OD): δ 8.13 (s, 1 H), 8.02 - 8.00

(m, 2 H), 7.57 (d, J= 9.0 Hz, 1 H), 7.34 - 7.29 (m, 3 H), 7.24 - 7.22 (m, 2 H), 6.86 (ddd, J= 6.8, 6.8, 1.2 Hz, 1 H), 5.64 (br s, 1 H), 2.35 (s, 3 H), 1.72 (d, J= 6.8 Hz, 3 H).

Example 18. V-{l-[3-(2,3-Difluorophenyl)imidazo[l,2-a]pyridin-2-yl]ethyl}-9H-purin-

6-amine

The desired compound was prepared according to the procedure of Example 2, steps E-H, using (2,3-difluorophenyl)boronic acid [Aldrich 514039] as the starting material. LCMS for

^C20^H16^F2^N7 (M+H)+: m/z = 392.1. !H NMR (400 MHZ, CD3OD): δ 8.11 (s, 0.5 H), 8.02 -

7.99 (m, 1.5 H), 7.92 (d, J= 7.0 Hz, 0.5 H), 7.87 (d, J= 7.0 Hz, 0.5 H), 7.62 (d, J= 9.0 Hz, 1 H), 7.50 - 7.40 (br s, 0.5 H), 7.39 (dd, J= 8.0, 7.8 Hz, 1 H), 7.32 - 7.23 (m, 1.5 H), 7.05 - 7.00 (m, 0.5 H), 7.00 - 6.90 (m, 1.5 H), 5.60 (br s, 1 H), 1.81 (d, J= 7.0 Hz, 1.5 H), 1.74 (d, J= 6.8 Hz, 1.5 H). Example 19. V-{l-[3-(2-Fluorophenyl)imidazo[l,2-a]pyridin-2-yl]ethyl}-9H-purin-6-amine

The desired compound was prepared according to the procedure of Example 2, steps E-H, using (2-fluorophenyl)boronic acid [Aldrich, 445223] as the starting material. LCMS for

C20H17FN7 (M+H)+: m/z = 374.1. !H NMR (400 MHz, CD3OD): δ 8.12 (s, 0.5 H), 8.02 -

7.98 (m, 1.5 H), 7.87 - 7.82 (m, 1 H), 7.70 - 7.62 (m, 0.5 H), 7.61 (d, J= 9.2 Hz, 1 H), 7.45 - 7.34 (m, 2 H), 7.30 - 7.12 (m, 2.5 H), 6.93 - 6.88 (m, 1 H), 5.60 (br s, 1 H), 1.80 (d, J= 7.0 Hz, 1.5 H), 1.71 (d, J= 6.8 Hz, 1.5 H).

Example 20. V-{l-[3-(2-Methylphenyl)imidazo[l,2-a]pyridin-2-yl]ethyl}-9H-purin-6-amine

The desired compound was prepared according to the procedure of Example 2, steps E-H, g (2-methylphenyl)boronic acid [Aldrich, 393606] as the starting material. LCMS for

C21H20N7 (M+H)+: m/z = 370.2. !H NMR (400 MHz, CD3OD): δ 8.10 (s, 0.5 H), 8.05 (s, 0.5

H), 8.00 (s, 1 H), 7.61 - 7.53 (m, 2 H), 7.39 - 7.31 (m, 2.5 H), 7.27 - 7.17 (m, 1 H), 7.17 - 7.10 (m, 1.5 H), 6.87 (ddd, J= 6.8, 6.8, 1.2 Hz, 1 H), 5.56 (br s, 1 H), 1.97 (s, 1.5 H), 1.81 (s, 1.5 H), 1.74 - 1.71 (m, 3 H). Example 21. TV- {1- [3-(2,5-Difluor ophenyl)imidazo [1 ,2-a] pyridin-2-yl] ethyl}-9H-purin- 6-amine

The desired compound was prepared according to the procedure of Example 2, steps E-H, using (2,5-difluorophenyl)boronic acid [Aldrich, 514020] as the starting material. LCMS for

C20H16F2N7 (M+H)+: m z = 392.1. !H NMR (400 MHZ, CD3OD): δ 8.13 (s, 0.5 H), 8.04 -

7.99 (m, 1.5 H), 7.91 - 7.85 (m, 1 H), 7.62 - 7.59 (m, 1.5 H), 7.40 - 7.36 (m, 1 H), 7.23 - 7.12 (m, 2 H), 6.95 - 6.90 (m, 1.5 H), 5.62 (br s, 1 H), 1.81 (d, J = 7.0 Hz, 1.5 H), 1.73 (d, J = 7.0 Hz, 1.5 H).

Example 22. V-{l-[3-(3-Methylphenyl)imidazo[l,2-a]pyridin-2-yl]ethyl}-9H-purin-6-amine

The desired compound was prepared according to the procedure of Example 2, steps E-H, g (3-methylphenyl)boronic acid [Aldrich, 393614] as the starting material. LCMS for

C21 H20N7 (M+H)+: m/z = 370.2. !H NMR (400 MHz, CD3OD): δ 8.14 (s, 1 H), 8.03 - 8.01

(m, 2 H), 7.58 (d, J= 9.0 Hz, 1 H), 7.35 - 7.29 (m, 2 H), 7.23 (d, J= 7.6 Hz, 1 H), 7.19 - 7.16 (m, 2 H), 6.87 (ddd, J= 6.8, 6.8, 1.0 Hz, 1 H), 5.67 (br s, 1 H), 2.26 (s, 3 H), 1.73 (d, J= 6.8 Hz, 3 H). Example 23. V-{l-[3-(3,5-Difluorophenyl)imidazo[l,2-a]pyridin-2-yl]ethyl}-9H-purin-

6-amine

The desired compound was prepared according to the procedure of Example 2, steps E-H, using (3,5-difluorophenyl)boronic acid [Aldrich, 471925] as the starting material. LCMS for

C20H16F2N7 (M+H)+: m/z = 392.1. !H NMR (400 MHZ, CD3OD): δ 8.15 - 8.11 (m, 2 H),

8.04 (s, 1 H), 7.59 (d, J= 9.0 Hz, 1 H), 7.37 (ddd, J= 9.2, 6.8, 1.2 Hz, 1 H), 7.18 - 7.16 (m, 2 H), 7.01 - 6.90 (m, 2 H), 5.69 (br s, 1 H), 1.74 (d, J= 6.8 Hz, 3 H).

Example 24. V-{l-[3-(4-Fluorophenyl)imidazo[l,2-a]pyridin-2-yl]ethyl}-9H-purin-6-amine

The desired compound was prepared according to the procedure of Example 2, steps E-H, g 4-fluorophenylboronic acid [Aldrich, 417556] as the starting material. LCMS for

C20H17FN7 (M+H)+: m/z = 374.1. !H NMR (400 MHz, CD3OD): δ 8.13 (s, 1 H), 8.02 - 7.99

(m, 2 H), 7.58 (d, J= 9.2 Hz, 1 H), 7.50 - 7.46 (m, 2 H), 7.34 (ddd, J= 9.0, 6.8, 1.2 Hz, 1 H), 7.19 - 7.14 (m, 2 H), 6.88 (ddd, J= 6.8, 6.8, 1.0 Hz, 1 H), 5.63 (br s, 1 H), 1.73 (d, J= 6.8 Hz, 3 H). Example 25. V-{l-[3-(3,5-Difluorophenyl)pyrazolo[l,5-a]pyridin-2-yl]ethyl}-9H-purin-6- amine trifluoroacetate

Step A : Ethyl 2-ethylpyrazolo[ 1, 5-a Jpyridine-3-carboxylate

A solution of 1-aminopyridinium iodide (10 g, 40 mmol) [Aldrich 441503], ethyl 2- pentynoate (5.7 g, 45 mmol) [Aldrich 632112] and potassium carbonate (12.0 g, 90 mmol) were stirred in N,N-dimethylformamide (200 mL) at 20 °C for 16 h. The mixture was poured into water to give a tan suspension. The solid was filtered and washed with water to give the desired compound (5.0 g, 57%). LCMS for Ci2H₁₅N2C>2 (M+H)+: m/z = 219.1. 1H NMR (300 MHz,

OMSO-d₆): δ 8.77 (m, 1 H), 8.00 (m, 1 H), 7.52 (m, 1 H), 7.05 (m, 1 H), 4.28 (m, 2 H), 3.00 (m, 2 H), 1.33 (m, 3 H), 1.24 (m, 3 H).

Step B: 2-Ethylpyrazolo[l,5-a]pyridine-3-carbox lic acid

Ethyl 2-ethylpyrazolo[l,5-a]pyridine-3-carboxylate (5.0 g, 23 mmol) was stirred in methanol (200 mL) and a solution of sodium hydroxide in water (100 mL, 3 N) was added. The mixture was heated at 60 °C for 16 h. Evaporation gave a thick suspension which was treated with aqueous hydrogen chloride (100 mL, 3 N). The solids briefly dissolved and a new precipitate formed. The solid was filtered and washed with water to give the desired compound (4.1 g, 96%). LCMS for CioHnN202 (M+H)+: m/z = 191.1. 1H NMR (300 MHz, DMSO- d₆): δ 8.52 (m, 1 H), 8.15 (m, 1 H), 7.23 (m, 1 H), 6.81 (m, 1 H), 3.05 (m, 2 H), 1.22 (m, 3 H).

Step C: 2-Ethylpyrazolo [ 1 ,5-a] pyridine

2-Ethylpyrazolo[l ,5-a]pyridine-3-carboxylic acid (4.1 g, 22 mmol) was stirred in water (100 mL) and sulfuric acid (2.5 mL) was added. The mixture was heated at 70 °C for 2 h and cooled to 20 °C. The mixture was poured into ethyl acetate and neutralized with saturated sodium bicarbonate. The extracts were separated and the aqueous layer was extracted with ethyl acetate. The combined extracts were dried (sodium sulfate) and evaporated to give the desired compound (2.6 g, 82%). LCMS for C H! J 2 (M+H)+: m/z = 147.1. 1H NMR (300 MHz,

DMSO-<¾): δ 8.52 (m, 1 H), 7.57 (m, 1 H), 7.1 1 (m, 1 H), 6.75 (m, 1 H), 6.38 (s, 1 H), 2.73 (m, 2 H), 1.22 (m, 3 H).

Step D: 2-Ethyl-3-iodopyrazolo [ 1 ,5-a] pyridine

2-Ethylpyrazolo[l ,5-a]pyridine (4.1 g, 22 mmol) was stirred in acetic acid (2.6 g, 18 mmol) and N-iodosuccinimide (8 g, 40 mmol) was added in portions over 5 hrs. The mixture was evaporated and purified on silica gel with ethyl acetate in hexanes (0-15%) to give the desired compound (4.5 g, 93%). LCMS for C₉H₁₀IN₂ (M+H)+: m/z = 273.1. 1H NMR (300

MHz, OMSO-de) δ 8.62 (m, 1 H), 7.40 (m, 1 H), 7.27 (m, 1 H), 6.82 (m, 1 H), 2.72 (m, 2 H), 1.22 (m, 3 H). Step E: 3- ( , 5-Difluorophenyl)-2-ethylpyrazolo[ 1, 5-a ] pyridine

2-Ethyl-3-iodopyrazolo[l,5-a]pyridine (0.5 g, 2.0 mmol) and (3,5-difluorophenyl)boronic acid (0.35 g, 2.2 mmol) [Aldrich 471925] were stirred in dioxane (12 mL). A solution of potassium carbonate (0.29 g, 2.1 mmol) in water (2.8 mL) was added. Tetrakis- (triphenylphosphine)palladium(O) (0.13 g, 0.1 mmol) was added and the mixture was heated at 100 °C for 16 h. After cooling, the mixture was diluted with ethyl acetate and washed with water and brine. The extracts were dried over magnesium sulfate, filtered, concentrated and purified on silica gel with ethyl acetate in hexanes (0-10%) to give the desired compound (0.41 g, 80%>). LCMS for C₁₅H₁₃F₂N2 (M+H)⁺: m/z = 259.2. 1H NMR (300 MHz, DMSC ¾): δ 8.67 (m, 1 H), 7.64 (m, 1 H), 7.25 (m, 1 H), 7.18 (m, 3 H), 6.90 (m, 1 H), 2.89 (m, 2 H), 1.22 (m, 3 H).

Step F: 2-(l-Bromoethyl)-3-(3, 5-difluorophenyl)pyrazolof 1, 5-a] pyridine

3-(3,5-Difluorophenyl)-2-ethylpyrazolo[l,5-a]pyridine (0.48 g, 1.8 mmol), N- bromosuccinimide (0.55 g, 3.1 mmol) and benzoyl peroxide (50 mg, 0.2 mmol) were stirred in carbon tetrachloride (20 mL). The mixture was heated to reflux for 2 hours. After removal of the solvent in vacuo, the residue was dissolved in dichloromethane, washed with water, saturated aqueous sodium sulfite, aqueous sodium bicarbonate and brine. The extracts were dried over sodium sulfate, filtered and concentrated to give the desired compound (0.63 g, 100%). LCMS for C₁₅H₁₂BrF₂N2 (M+H)⁺: m/z = 336.8, 338.8. 1H NMR (300 MHz, DMSO-<¾): δ 8.78 (m, 1 H), 7.70 (m, 1 H), 7.30 (m, 4 H), 7.02 (m, 1 H), 5.63 (m, 1 H), 2.17 (m, 3 H). Step G: 2-( l-Azidoethyl)-3-(3 ,5-difluorophenyl)pyrazolo [ 1 ,5-a] pyridine

2-(l-Bromoethyl)-3-(3,5-difluorophenyl)pyrazolo[l,5-a]pyridine (0.63 g, 1.9 mmol) and sodium azide (0.12 g, 1.9 mmol) were stirred in N,N-dimethylformamide (20 mL) for 1 hour at 20 °C. The mixture was diluted with ethyl acetate, washed with water, dried over magnesium sulfate, filtered, concentrated and purified on silica gel with ethyl acetate in hexanes (0-35%) to give the desired compound (0.41 g, 73%). LCMS for C₁₅H₁₂F₂N₅ (M+H)+: m/z = 299.9. 1H

NMR (300 MHz, DMSO-<¾): δ 8.80 (m, 1 H), 7.72 (m, 1 H), 7.38 (m, 1 H), 7.22 (m, 3 H), 7.02 (m, 1 H), 4.92 (m, 1 H), 1.62 (m, 3 H).

Step H: l-[ 3-(3, 5-Difluorophenyl)pyrazolo[ 1, 5-a] pyridin-2-yl] ethanamine trifluoroacetate

2-(l-Azidoethyl)-3-(3,5-difluorophenyl)pyrazolo[l,5-a]pyridine (0.41 g, 1.4 mmol) was stirred in methanol (10 mL) and 10% palladium on carbon was added. The mixture was degassed and place under a balloon pressure of hydrogen overnight. The mixture was filtered through celite and evaporated to give the crude material. Purification by preparative LCMS (pH

2) gave the desired compound (0.16 g, 33%). LCMS for C₁₅H₁₄F₂N3 (M+H)+: m/z = 274.1.

Step I: N-{l-[3-(3,5-Difluorophenyl)pyrazolo[l,5-a]pyridin-2-yl]ethyl}-9H-purin-6- trifluoroacetate

1 - [3 -(3 ,5 -Difluorophenyl)pyrazolo [ 1 ,5 -a]pyridin-2-yl] ethanamine trifluoroacetate (16 mg, 0.07 mmol), 6-bromo-9H-purine (13 mg, 0.07 mmol, Aldrich 104981) and N,N- diisopropylethylamine (12 mL, 0.07 mmol) were stirred in ethanol (0.47 mL) and heated to 110 °C for 16 hours. Purification by preparative LCMS (H₂0 with 0.1 % TFA (pH 2), 5%

acetonitrile to 24% acetonitrile over 1 minute, 24% to 48% acetonitrile over 12 minutes, Waters Sunfire C18, 5 μΜ particle size, 30 x 100 mm, RT = 8.75 min.) gave the desired compound (4.0 mg, 12%). LCMS for C20H17F2N7 (M+H)+: m/z = 392.0. 1H NMR (300 MHz, DMSO-<¾): δ 8.75 (m, 1 H), 8.39 (m, 1 H), 8.28 (m, 1 H), 7.64 (m, 1 H), 7.31 (m, 1 H), 7.23 (m, 2 H), 7.17 (m, 1 H), 6.98 (m, 1 H), 5.84 (m, 1 H), 1.62 (m, 3 H).

Example A: PI3K6 scintillation proximity assay

Materials: [γ-³³Ρ]ΑΤΡ (lOmCi/mL) was purchased from Perkin-Elmer (Waltham, MA). Lipid kinase substrate, D-myo-Phosphatidylinositol 4,5-bisphosphate (PtdIns(4,5)P2)D (+)-sn- 1 ,2-di-O-octanoylglyceryl, 3-O-phospho linked (PIP2), CAS 204858-53-7, was purchased from Echelon Biosciences (Salt Lake City, UT). PI3K5 (pi 10δ /ρ85α) was purchased from Millipore (Bedford, MA). ATP, MgCl₂, DTT, EDTA, MOPS and CHAPS were purchased from Sigma- Aldrich (St. Louis, MO). Wheat Germ Agglutinin (WGA) YSi SPA Scintillation Beads was purchased from GE healthcare life sciences (Piscataway, NJ ).

Assay: The kinase reaction was conducted in polystyrene 384-well matrix white plate from Thermo Fisher Scientific in a final volume of 25

Inhibitors were first diluted serially in DMSO and added to the plate wells before the addition of other reaction components. The final concentration of DMSO in the assay was 0.5%. The PI3K assays were carried out at room temperature in 20 mM MOPS, pH 6.7, 10 mM MgCl₂, 5 mM DTT and CHAPS 0.03%. Reactions were initiated by the addition of ATP, the final reaction mixture consisted of 20 μΜ PIP2, 20 μΜ ATP, 0.2 μθ [γ-³³Ρ] ATP, 4 nM ΡΒΚδ. Reactions were incubated for 210 minutes and terminated by the addition of 40 μΐ, SPA beads suspended in quench buffer: 150 mM potassium phosphate pH 8.0, 20% glycerol. 25 mM EDTA, 400 μΜ ATP. The final

concentration of SPA beads is 1.Omg/mL. After the plate sealing, plates were shaken overnight at room temperature and centrifuged at 1800 rpm for 10 minutes, the radioactivity of the product was determined by scintillation counting on Topcount (Perkin-Elmer). IC₅₀ determination was performed by fitting the curve of percent control activity versus the log of the inhibitor concentration using the GraphPad Prism 3.0 software. Table 1 shows PI3K5 scintillation proximity assay data for certain compounds described herein.

Table 1. IC50 data for PI3K6 enzyme assay A

* "A" = <200 nM; "B" = 200-500 nM; "C" = 500-990 nM; "D" = 990-2000 nM; and "E" = >2000 nM

Example B: B cell proliferation assay

To acquire B cells, human PBMC were isolated from the peripheral blood of normal, drug free donors by standard density gradient centrifugation on Ficoll-Hypague (GE Healthcare, Piscataway, NJ) and incubated with anti-CD 19 microbeads (Miltenyi Biotech, Auburn, CA). The B cells were then purified by positive immunosorting using an autoMacs (Miltenyi Biotech) according to the manufacture's instruction.

The purified B cells (2xl0⁵/well/200 μΕ) were cultured in 96-well ultra-low binding plates (Corning, Corning, NY) in RPMI1640, 10% FBS and goat F(ab')2 anti-human IgM (10 μg/ml) (Invitrogen, Carlsbad, CA), in the presence of different amount of test compounds, for three days. [³H] -thymidine (1 μΟΛνεΙΙ) (PerkinElmer, Boston, MA) in PBS was then added to the B cell cultures for an additional 12 hrs before the incorporated radioactivity was separated by filtration with water through GF/B filters (Packard Bioscience, Meriden, CT) and measured by liquid scintillation counting with a TopCount (Packard Bioscience). Compounds having and IC₅₀ value of 10 μΜ or less are considered active. See Table 2 for data related to compounds of the invention.

Table 2. IC50 data for B cell proliferation assay*

16 A

17 NA

18 +++

19 +

20 NA

21 ++++

22 NA

23 +++

24 NA

25 ++

* "+" = <500 nM; "++" = 500-1000 nM; "+++" = 1 μΜ-2.5 μΜ;

"++++" = 2.5 μΜ-5 μΜ; and "+++++" = >5 μΜ

Example C: Akt phosphorylation assay

Ramos cells (B lymphocyte from Burkitts lymphoma) are obtained from ATCC

(Manassas, VA) and maintained in RPMI1640 and 10% FBS. The cells (3xl0⁷ cells /tube/3 mL in RPMI) are incubated with different amounts of test compounds for 2 hrs at 37 °C and then stimulated with goat F(ab')2 anti-human IgM (5 μg/mL) (Invitrogen) for 17 min. in a 37 °C water bath. The stimulated cells are spun down at 4 °C with centrifugation and whole cell extracts prepared using 300 μΙ_, lysis buffer (Cell Signaling Technology, Danvers, MA). The resulting lysates are sonicated and supematants are collected. The phosphorylation level of Akt in the supematants is analyzed by using PathScan phospho-Aktl (Ser473) sandwich ELISA kits (Cell Signaling Technology) according to the manufacture's instruction.

Various modifications of the invention, in addition to those described herein, will be apparent to those skilled in the art from the foregoing description. Such modifications are also intended to fall within the scope of the appended claims. Each reference, including all patent, patent applications, and publications, cited in the present application is incorporated herein by reference in its entirety.

Claims

WHAT IS CLAIMED IS:

1. A compound of Formula I :

or a pharmaceutically acceptable salt thereof; wherein:

the symbol indicates that the ring is aromatic;

Z is O, S, or NR^A;

U is N; and V is C; or

U is C; and V is N;

X is N or CR⁴; and Y is CR⁵ or N; or

X is absent; and Y is S or O;

R^A is independently selected from H, Ci_₆ alkyl, C₂_₆ alkenyl, and C₂-6 alkynyl; each R^B is independently selected from -(Ci_₄ alkyl^-Cy¹, halo, Ci_₆ alkyl, C₂_₆ alkenyl, C₂_₆ alkynyl, Ci_₆ haloalkyl, halosulfanyl, CN, N0₂, OR^al, SR^al, C(0)R^bl, C(0)NR^clR^dl, C(0)OR^al, OC(0)R^bl, OC(0)NR^clR^dl, C(=NR^e)NR^clR^dl,

NR^clC(=NR^e)NR^clR^dl, NR^clR^dl, NR^clC(0)R^bl, NR^clC(0)OR^al, NR^clC(0)NR^clR^dl, NR^clS(0)R^bl, NR^clS(0)₂R^bl, NR^clS(0)₂NR^clR^dl, S(0)R^bl, S(0)NR^clR^dl, S(0)₂R^bl, and S(0)₂NR^clR^dl;

each R is independently selected from halo, Ci_₆ alkyl, C₂_₆ alkenyl, C₂_₆ alkynyl, Ci_6 haloalkyl, halosulfanyl, aryl, cycloalkyl, heteroaryl, heterocycloalkyl, CN, N0₂, OR^a, SR^a, C(0)R^b, C(0)NR^cR^d, C(0)OR^a, OC(0)R^b, OC(0)NR^cR^d, NR^cR^d, NR^cC(0)R^b, NR^cC(0)OR^a, NR^cC(0)NR^cR^d, C(=NR^e)R^b, C(=NR^e)NR^cR^d, NR^cC(=NR^e)NR^cR^d, NR^cS(0)R^b, NR^cS(0)₂R^b, NR^cS(0)₂NR^cR^d, S(0)R^b, S(0)NR^cR^d, S(0)₂R^b, and

S(0)₂NR^cR^d; wherein said Ci_₆ alkyl, C₂_₆ alkenyl, C₂_₆ alkynyl, Ci_₆ haloalkyl, aryl, cycloalkyl, heteroaryl, and heterocycloalkyl are each optionally substituted with 1 , 2, 3, 4, or 5 substituents independently selected from halo, Ci_₆ alkyl, C₂_₆ alkenyl, C₂-6 alkynyl, Ci_₆ haloalkyl, halosulfanyl, CN, N0₂, OR^a, SR^a, C(0)R^b, C(0)NR^cR^d,

C(0)OR^a, OC(0)R^b, OC(0)NR^cR^d, C(=NR^e)NR^cR^d, NR^cC(=NR^e)NR^cR^d, NR^cR^d, NR^cC(0)R^b, NR^cC(0)OR^a, NR^cC(0)NR^cR^d, NR^cS(0)R^b, NR^cS(0)₂R^b, NR^cS(0)₂NR^cR^d, S(0)R^b, S(0)NR^cR^d, S(0)₂R^b, and S(0)₂NR^cR^d;

R¹ is independently selected from H, Ci_₆ alkyl, Ci_₆ haloalkyl, C₂_₆ alkenyl, and C₂_6 alkynyl; wherein said Ci_₆ alkyl, Ci_₆ haloalkyl, C₂_₆ alkenyl, and C₂_₆ alkynyl are each optionally substituted with 1 , 2, 3 or 4 substituents independently selected from halo, OH, CN, NR^1†R^2†, Ci_₆ alkoxy, Ci_₆ haloalkoxy, thio, Ci_₆ alkylthio, Ci_₆

alkylsulfinyl, Ci_₆ alkylsulfonyl, carbamyl, Ci_₆ alkylcarbamyl, di(Ci_₆ alkyl)carbamyl, carboxy, Ci_₆ alkylcarbonyl, Ci_₆ alkoxycarbonyl, and Ci_₆ alkylcarbonylamino;

each R¹^ and R²^ is independently selected from H and Ci_₆ alkyl;

or any R¹^ and R²^ together with the N atom to which they are attached form a 3-, 4-, 5-, 6-, or 7-membered heterocycloalkyl group, which is optionally substituted with 1 , 2, 3, or 4 substituents independently selected from Ci_₆ alkyl;

R², R³, R⁴, and R⁵ are each independently selected from H, OH, CN, N0₂, halo, Ci_6 alkyl, C₂_₆ alkynyl, C3_₇ cycloalkyl, Ci_₆ haloalkyl, Ci_₆ alkoxy, Ci_₆ haloalkoxy, amino, Ci_₄ alkylamino, di(Ci_₆ alkyl)amino, thio, Ci_₆ alkylthio, Ci_₆ alkylsulfinyl, Ci_₆ alkylsulfonyl, carbamyl, Ci_₆ alkylcarbamyl, di(Ci_₆ alkyl)carbamyl, Ci_₆ alkylcarbonyl, carboxy, Ci_₆ alkoxycarbonyl, and Ci_₆ alkylcarbonylamino;

each Cy¹ is, independently, aryl, heteroaryl, cycloalkyl, or heterocycloalkyl, each optionally substituted by 1 , 2, 3, 4, or 5 substituents independently selected from halo, Ci_ 6 alkyl, C₂_₆ alkenyl, C₂_₆ alkynyl, Ci_₆ haloalkyl, halosulfanyl, CN, N0₂, OR^al, SR^al, C(0)R^bl, C(0)NR^clR^dl, C(0)OR^al, OC(0)R^bl, OC(0)NR^clR^dl, C(=NR^e)NR^clR^dl, NR^clC(=NR^e)NR^clR^dl, NR^clR^dl, NR^clC(0)R^bl, NR^clC(0)OR^al, NR^clC(0)NR^clR^dl, NR^clS(0)R^bl, NR^clS(0)₂R^bl, NR^clS(0)₂NR^clR^dl, S(0)R^bl, S(0)NR^clR^dl, S(0)₂R^bl, and S(0)₂NR^clR^dl;

each R^a, R^b, R^c, and R^d is independently selected from H, Ci_₆ alkyl, C₂_₆ alkenyl, C₂_6 alkynyl, aryl, cycloalkyl, heteroaryl, heterocycloalkyl, arylalkyl, heteroarylalkyl, cycloalkylalkyl, and heterocycloalkylalkyl, wherein said Ci_₆ alkyl, C₂_₆ alkenyl, C₂_₆ alkynyl, aryl, cycloalkyl, heteroaryl, heterocycloalkyl, arylalkyl, heteroarylalkyl, cycloalkylalkyl, or heterocycloalkylalkyl is optionally substituted with 1, 2, 3, 4, or 5 substituents independently selected from Ci_₆ alkyl, Ci_₆ haloalkyl, halo, CN, OR^a5, SR^a5, C(0)R^b5, C(0)NR^c5R^d5, C(0)OR^a5, OC(0)R^b5, OC(0)NR^c5R^d5, NR^c5R^d5, NR^c5C(0)R^b5, NR^c5C(0)NR^c5R^d5, NR^c5C(0)OR^a5, C(=NR^f)NR^c5R^d5, NR^c5C(=NR^f)NR^c5R^d5, S(0)R^b5, S(0)NR^c5R^d5, S(0)₂R^b5, NR^c5S(0)₂R^b5, NR^c5S(0)₂NR^c5R^d5, and S(0)₂NR^c5R^d5;

or any R^c and R^d together with the N atom to which they are attached form a 3-, 4- , 5-, 6-, or 7-membered heterocycloalkyl group or a heteroaryl group, each optionally substituted with 1, 2, or 3 substituents independently selected from Ci_₆ alkyl, Ci_₆ haloalkyl, halo, CN, OR^a5, SR^a5, C(0)R^b5, C(0)NR^c5R^d5, C(0)OR^a5, OC(0)R^b5,

OC(0)NR^c5R^d5, NR^c5R^d5, NR^c5C(0)R^b5, NR^c5C(0)NR^c5R^d5, NR^c5C(0)OR^a5,

C(=NR^f)NR^c5R^d5, NR^c5C(=NR^f)NR^c5R^d5, S(0)R^b5, S(0)NR^c5R^d5, S(0)₂R^b5,

NR^c5S(0)₂R^b5, NR^c5S(0)₂NR^c5R^d5, and S(0)₂NR^c5R^d5;

each R^e and R^f is independently selected from H, Ci_₆ alkyl, CN, OR^a5, SR^b5, S(0)₂R^b5, C(0)R^b5, S(0)₂NR^c5R^d5, and C(0)NR^c5R^d5;

each R^al, R^bl, R^cl, and R^dl is independently selected from H, Ci_₆ alkyl, C₂_₆ alkenyl, C₂_₆ alkynyl, aryl, cycloalkyl, heteroaryl, heterocycloalkyl, arylalkyl,

heteroarylalkyl, cycloalkylalkyl, and heterocycloalkylalkyl, wherein said Ci_₆ alkyl, C₂_₆ alkenyl, C₂_₆ alkynyl, aryl, cycloalkyl, heteroaryl, heterocycloalkyl, arylalkyl,

heteroarylalkyl, cycloalkylalkyl, or heterocycloalkylalkyl is optionally substituted with 1, 2, 3, 4, or 5 substituents independently selected from Ci_₆ alkyl, Ci_₆ haloalkyl, halo, CN, OR^a5, SR^a5, C(0)R^b5, C(0)NR^c5R^d5, C(0)OR^a5, OC(0)R^b5, OC(0)NR^c5R^d5, NR^c5R^d5, NR^c5C(0)R^b5, NR^c5C(0)NR^c5R^d5, NR^c5C(0)OR^a5, C(=NR^f)NR^c5R^d5,

NR^c5C(=NR^f)NR^c5R^d5, S(0)R^b5, S(0)NR^c5R^d5, S(0)₂R^b5, NR^c5S(0)₂R^b5,

NR^c5S(0)₂NR^c5R^d5, and S(0)₂NR^c5R^d5;

or any R^cl and R^dl together with the N atom to which they are attached form a 3-, 4-, 5-, 6-, or 7-membered heterocycloalkyl group or a heteroaryl group, each optionally substituted with 1, 2, or 3 substituents independently selected from Ci_₆ alkyl, Ci_₆ haloalkyl, halo, CN, OR^a5, SR^a5, C(0)R^b5, C(0)NR^c5R^d5, C(0)OR^a5, OC(0)R^b5,

OC(0)NR^c5R^d5, NR^c5R^d5, NR^c5C(0)R^b5, NR^c5C(0)NR^c5R^d5, NR^c5C(0)OR^a5,

NR^c5S(0)₂R^b5, NR^c5S(0)₂NR^c5R^d5, and S(0)₂NR^c5R^d5; each R^a , R , R^c , and R is independently selected from H, Ci_₆ alkyl, Ci_₆ haloalkyl, C₂_₆ alkenyl, C₂_₆ alkynyl, aryl, cycloalkyl, heteroaryl, heterocycloalkyl, arylalkyl, heteroarylalkyl, cycloalkylalkyl, and heterocycloalkylalkyl, wherein said Ci_₆ alkyl, Ci_₆ haloalkyl, C₂_₆ alkenyl, C₂_₆ alkynyl, aryl, cycloalkyl, heteroaryl,

heterocycloalkyl, arylalkyl, heteroarylalkyl, cycloalkylalkyl, or heterocycloalkylalkyl is optionally substituted with 1 , 2, or 3 substituents independently selected from OH, CN, amino, halo, Ci_₆ alkyl, Ci_₆ alkoxy, Ci_₆ alkylthio, Ci_₆ alkylamino, di(Ci_₆ alkyl)amino, Ci_6 haloalkyl, and Ci_₆ haloalkoxy;

or any R^c5 and R^d5 together with the N atom to which they are attached form a 3-, 4-, 5-, 6-, or 7-membered heterocycloalkyl group or heteroaryl group, each optionally substituted with 1, 2, or 3 substituents independently selected from OH, CN, amino, halo, Ci_6 alkyl, Ci_₆ alkoxy, Ci_₆ alkylthio, Ci_₆ alkylamino, di(Ci_₆ alkyl)amino, Ci_₆ haloalkyl, and Ci_₆ haloalkoxy; and

r is 0 or 1.

2. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein Z is NR^A.

3. The compound of any one of claims 1 and 2, or a pharmaceutically acceptable salt thereof, wherein U is N and V is C.

4. The compound of any one of claims 1 and 2, or a pharmaceutically acceptable salt thereof, wherein U is C and V is N.

5. The compound of any one of claims 1 to 4, or a pharmaceutically acceptable salt thereof, wherein X is CR⁴.

6. The compound of any one of claims 1 to 4, or a pharmaceutically acceptable salt thereof, wherein X is N.

7. The compound of any one of claims 1 to 6, or a pharmaceutically acceptable salt thereof, wherein Y is N.

8. The compound of any one of claims 1 to 6, or a pharmaceutically acceptable salt thereof, wherein Y is CR⁵.

9. The compound of any one of claims 1 to 4, or a pharmaceutically acceptable salt thereof, wherein X is absent.

10. The compound of claim 9, or a pharmaceutically acceptable salt thereof, wherein Y is O.

11. The compound of claim 9, or a pharmaceutically acceptable salt thereof, wherein Y is S.

12. The compound of any one of claims 1 to 11, or a pharmaceutically acceptable salt thereof, wherein R¹ is Ci_₆ alkyl.

13. The compound of any one of claims 1 to 11, or a pharmaceutically acceptable salt thereof, wherein R¹ is methyl.

14. The compound of any one of claims 1 to 13, or a pharmaceutically acceptable salt thereof, wherein R², R³, R⁴, and R⁵ are each independently selected from H, OH, CN, halo, Ci_₄ alkyl, Ci_₄ haloalkyl, and Ci_₄ alkoxy.

15. The compound of any one of claims 1 to 13, or a pharmaceutically acceptable salt thereof, wherein R², R³, R⁴, and R⁵ are each independently selected from H, CN, halo, Ci_₄ alkyl, and Ci_₄ haloalkyl.

16. The compound of any one of claims 1 to 13, or a pharmaceutically acceptable salt thereof, wherein R², R³, R⁴, and R⁵ are each independently selected from H, CN, F, CI, methyl, ethyl, and trifluoromethyl.

17. The compound of any one of claims 1 to 13, or a pharmaceutically acceptable salt thereof, wherein three of R², R³, R⁴, and R⁵ are H.

18. The compound of any one of claims 1 to 17, or a pharmaceutically acceptable salt thereof, wherein Cy is aryl or heteroaryl, each substituted with m independently selected R groups.

19. The compound of any one of claims 1 to 17, or a pharmaceutically acceptable salt thereof, wherein Cy is aryl, substituted with m independently selected R groups.

20. The compound of any one of claims 1 to 17, or a pharmaceutically acceptable salt thereof, wherein Cy is phenyl, substituted with m independently selected R^c groups.

21. The compound of any one of claims 1 to 17, or a pharmaceutically acceptable salt thereof, wherein Cy is heterocycloalkyl, substituted with m independently selected R groups.

22. The compound of any one of claims 1 to 17, or a pharmaceutically acceptable salt thereof, wherein Cy is heteroaryl, substituted with m independently selected R groups.

23. The compound of any one of claims 1 to 22, or a pharmaceutically acceptable salt thereof, wherein each R is independently selected from halo, Ci_₆ alkyl, C₂_6 alkenyl, C₂_₆ alkynyl, Ci_₆ haloalkyl, CN, N0₂, OR^a, C(0)R^b, C(0)NR^cR^d, C(0)OR^a, OC(0)R^b, OC(0)NR^cR^d, NR^cR^d, NR^cC(0)R^b, NR^cC(0)OR^a, NR^cC(0)NR^cR^d, S(0)R^b, S(0)NR^cR^d, S(0)₂R^b, and S(0)₂NR^cR^d; wherein said Ci_₆ alkyl is optionally substituted with 1, 2, 3, 4, or 5 substituents independently selected from hydroxy, Ci_₆ alkoxy, and Ci_6 haloalkoxy.

24. The compound of any one of claims 1 to 22, or a pharmaceutically acceptable salt thereof, wherein each R is independently selected from halo, CN, Ci_₆ alkyl, Ci_6 haloalkyl, CN, OR^a, C(0)R^b, C(0)NR^cR^d, C(0)OR^a, NR^cR^d, NR^cC(0)R^b, and S(0)₂R^b; wherein said Ci_₆ alkyl is optionally substituted with 1, 2, 3, 4, or 5 substituents independently selected from hydroxy, Ci_₆ alkoxy, and Ci_₆ haloalkoxy.

25. The compound of any one of claims 1 to 22, or a pharmaceutically acceptable salt thereof, wherein each R is independently halo or Ci_₆ alkyl.

26. The compound of any one of claims 1 to 22, or a pharmaceutically acceptable salt thereof, wherein each R is fluoro or methyl.

27. The compound of any one of claims 1 to 26, or a pharmaceutically acceptable salt thereof, wherein m is 1, 2, or 3.

28. The compound of any one of claims 1 to 26, or a pharmaceutically acceptable salt thereof, wherein m is 1 or 2.

29. The compound of any one of claims 1 to 28, or a pharmaceutically acceptable salt thereof, wherein Ar is a bicyclic azaheteroaryl group, substituted with n independently selected R^B groups.

30. The compound of any one of claims 1 to 28, or a pharmaceutically acceptable salt thereof, wherein Ar is a purine ring, substituted with n independently selected R^B groups.

31. The compound of any one of claims 1 to 28, or a pharmaceutically acceptable salt thereof, wherein Ar is a :

wherein n is 0, 1, or 2.

32. The compound of any one of claims 1 to 28, or a pharmaceutically acceptable salt thereof, wherein Ar is

33. The compound of any one of claims 1 to 32, or a pharmaceutically acceptable salt thereof, wherein each R^B is independently selected from Ci_₆ alkyl, C₂_₆ alkenyl, C₂_₆ alkynyl, Ci_₆ haloalkyl, NR^clR^dl, NR^clC(0)R^bl, and S(0)₂NR^clR^l

34. The compound of any one of claims 1 to 32, or a pharmaceutically acceptable salt thereof, wherein each R^B is independently selected from Ci_₆ alkyl and

NR^clR

35. The compound of any one of claims 1 to 32, or a pharmaceutically acceptable salt thereof, wherein each R^B is independently selected from methyl, amino, Ci_6 alkylamino, and di-Ci_6-alkylamino.

36. The compound of any one of claims 1 to 32, or a pharmaceutically acceptable salt thereof, wherein each R^B is independently selected from methyl and amino.

37. The compound of any one of claims 1 to 36, or a pharmaceutically acceptable salt thereof, wherein n is 0 or 1.

38. The compound of any one of claims 1 to 36, or a pharmaceutically acceptable salt thereof, wherein n is 0.

39. The compound of any one of claims 1 to 38, or a pharmaceutically acceptable salt thereof, wherein R^A is H.

40. The compound of any one of claims 1 to 39, or a pharmaceutically acceptable salt thereof, wherein each R^a, R^b, R^c, and R^d is independently selected from H and Ci_6 alkyl, wherein said Ci_₆ alkyl is optionally substituted with 1, 2, 3, 4, or 5 substituents independently selected from Ci_₆ alkyl, Ci_₆ haloalkyl, halo, CN, OR^a5, SR^a5, C(0)R^b5, C(0)NR^c5R^d5, C(0)OR^a5, OC(0)R^b5, OC(0)NR^c5R^d5, NR^c5R^d5, NR^c5C(0)R^b5, NR^c5C(0)NR^c5R^d5, NR^c5C(0)OR^a5, C(=NR^f)NR^c5R^d5, NR^c5C(=NR^f)NR^c5R^d5, S(0)R^b5, S(0)NR^c5R^d5, S(0)₂R^b5, NR^c5S(0)₂R^b5, NR^c5S(0)₂NR^c5R^d5, and S(0)₂NR^c5R^d5.

41. The compound of any one of claims 1 to 40, or a pharmaceutically acceptable salt thereof, wherein each R^al, R^bl, R^cl, and R^dl is independently selected from H and Ci_₆ alkyl, wherein said Ci_₆ alkyl is optionally substituted with 1, 2, 3, 4, or 5 substituents independently selected from Ci_₆ alkyl, Ci_₆ haloalkyl, halo, CN, OR^a5, SR^a5, C(0)R^b5, C(0)NR^c5R^d5, C(0)OR^a5, OC(0)R^b5, OC(0)NR^c5R^d5, NR^c5R^d5, NR^c5C(0)R^b5, NR^c5C(0)NR^c5R^d5, NR^c5C(0)OR^a5, C(=NR^f)NR^c5R^d5, NR^c5C(=NR^f)NR^c5R^d5, S(0)R^b5, S(0)NR^c5R^d5, S(0)₂R^b5, NR^c5S(0)₂R^b5, NR^c5S(0)₂NR^c5R^d5, and S(0)₂NR^c5R^d5.

42. The compound of any one of claims 1 to 41, or a pharmaceutically acceptable salt thereof, wherein each R^a5, R^b5, R^c5, and R^d5 is independently selected from H and Ci_₆ alkyl, wherein said Ci_₆ alkyl is optionally substituted with 1, 2, or 3 substituents independently selected from OH, CN, amino, halo, Ci_₆ alkyl, Ci_₆ alkoxy, Ci_ 6 alkylthio, Ci_₆ alkylamino, di(Ci_₆ alkyl)amino, Ci_₆ haloalkyl, and Ci_₆ haloalkoxy.

43. The compound of any one of claims 1, 12 to 17, and 23 to 42, having Formula la:

la

or a pharmaceutically acceptable salt thereof.

44. The compound of any one of claims 1, 12 to 17, and 23 to 42, having Formula Ia-1 :

Ia-1

or a pharmaceutically acceptable salt thereof.

45. The compound of any one of claims 1, 12 to 17, and 23 to 42, having Formula Ila, Illb, or IVb:

Ila Ilia IVa or a pharmaceutically acceptable salt thereof.

46. The compound of any one of claims 1, 12 to 17, 23 to 28, and 33 to 42, or a pharmaceutically acceptable salt thereof, having Formula Ia-2:

Ia-2

or a pharmaceutically acceptable salt thereof.

47. The compound of any one of claims 1, 12 to 17, 23 to 28, and 33 to 42, armaceutically acceptable salt thereof, having Formula lib, Illb, or IVb:

lib Illb IVb or a pharmaceutically acceptable salt thereof.

48. The compound of any one of claims 1 to 2 and 12 to 42, having Formula II, III, or

or a pharmaceutically acceptable salt thereof.

49. A compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein: Z is NR^A;

each R is independently selected from halo, Ci_₆ alkyl, C₂_₆ alkenyl, C₂_₆ alkynyl, Ci_6 haloalkyl, halosulfanyl, CN, N0₂, OR^a, SR^a, C(0)R^b, C(0)NR^cR^d, C(0)OR^a, OC(0)R^b, OC(0)NR^cR^d, NR^cR^d, NR^cC(0)R^b, NR^cC(0)OR^a, NR^cC(0)NR^cR^d,

C(=NR^e)R^b, C(=NR^e)NR^cR^d, NR^cC(=NR^e)NR^cR^d, NR^cS(0)R^b, NR^cS(0)₂R^b,

NR^cS(0)₂NR^cR^d, S(0)R^b, S(0)NR^cR^d, S(0)₂R^b, and S(0)₂NR^cR^d; wherein said Ci_₆ alkyl, C₂_₆ alkenyl, C₂_₆ alkynyl, and Ci_₆ haloalkyl are each optionally substituted with 1 , 2, 3, 4, or 5 substituents independently selected from halo, Ci_₆ alkyl, C₂_₆ alkenyl, C₂_₆ alkynyl, Ci_₆ haloalkyl, halosulfanyl, CN, N0₂, OR^a, SR^a, C(0)R^b, C(0)NR^cR^d,

R¹ is Ci_6 alkyl;

R^A is selected from H and Ci_₆ alkyl;

each R^B is independently selected from Ci_₆ alkyl and NR^R^R¹;

m is 1 , 2 or 3; and

n is 0 or 1.

50. A compound of claim 1 , or a pharmaceutically acceptable salt thereof, wherein:

Z is NR^A;

each R is independently selected from halo, Ci_₆ alkyl, C₂_₆ alkenyl, C₂_₆ alkynyl, Ci_6 haloalkyl, CN, N0₂, OR^a, C(0)R^b, C(0)NR^cR^d, C(0)OR^a, OC(0)R^b, OC(0)NR^cR^d, NR^cR^d, NR^cC(0)R^b, NR^cC(0)OR^a, NR^cC(0)NR^cR^d, S(0)R^b, S(0)NR^cR^d, S(0)₂R^b, and S(0)₂NR^cR^d; wherein said Ci_₆ alkyl is optionally substituted with 1 , 2, 3, 4, or 5 substituents independently selected from hydroxy, Ci_₆ alkoxy, and Ci_₆ haloalkoxy;

R¹ is Ci_6 alkyl;

R^A is H or Ci_6 alkyl;

each R^B is independently selected from Ci_₆ alkyl and NR^clR^dl;

m is 1 , 2 or 3; and

n is 0 or 1.

51. A compound of claim 1 , or a pharmaceutically acceptable salt thereof, wherein:

Z is NR^A;

Cy is aryl, substituted with m independently selected R groups;

each R is independently selected from halo, CN, Ci_₆ alkyl, Ci_₆ haloalkyl, CN, OR^a, C(0)R^b, C(0)NR^cR^d, C(0)OR^a, NR^cR^d, NR^cC(0)R^b, and S(0)₂R^b; wherein said Ci_ 6 alkyl is optionally substituted with 1 , 2, 3, 4, or 5 substituents independently selected from hydroxy, Ci_₆ alkoxy, and Ci_₆ haloalkoxy;

Ar is a purine ring, substituted with n independently selected R^B groups;

R^A is H or Ci_6 alkyl;

each R^B is independently selected from Ci_₆ alkyl and NR^clR^dl;

m is 1 , 2 or 3; and

n is 0 or 1.

52. A compound of claim 1 , or a pharmaceutically acceptable salt thereof, wherein: Z is NR^A;

Cy is phenyl, substituted with m independently selected R groups;

each R is independently halo or methyl;

R^A is a moiety of formula:

R^A is H;

each R^B is independently selected from methyl and amino.

R¹ is independently selected from methyl;

m is 1, 2 or 3; and

n is 0 or 1.

53. The compound of claim 1, selected from:

N- { 1 - [3 -(3 ,5 -Difluorophenyl)-5 -methylimidazo [ 1 ,2-a]pyridin-2-yl] ethyl} -9H- purin-6-amine;

N- { 1 -[3-(3-Fluorophenyl)imidazo[l ,2-a]pyridin-2-yl]ethyl} - H-purin-6-amine; N- { 1 -[5-(3,5-Difiuorophenyl)imidazo[2, 1 -b] [ 1 ,3]thiazol-6-yl]ethyl} - H-purin- 6-amine;

N- { 1 -[5-(3-Fluorophenyl)-3-methylimidazo[2, 1 -b] [ 1 ,3]thiazol-6-yl]ethyl} -9H- purin-6-amine;

N- { 1 -[5-(3-Fluorophenyl)-2-methylimidazo[2, 1 -b] [ 1 ,3]thiazol-6-yl]ethyl} -9H- purin-6-amine;

N- { 1 -[3-(3-Fluorophenyl)-6-methylimidazo[ 1 ,2-a]pyridin-2-yl]ethyl} -9H-purin- 6-amine; N- { 1 -[3-(3-Fluorophenyl)-7-methylimidazo[ 1 ,2-a]pyridin-2-yl]ethyl} -9H-purin- 6-amine;

N- { 1 -[3-(3-Fluorophenyl)-8-methylimidazo[ 1 ,2-a]pyridin-2-yl]ethyl} -9H-purin- 6-amine;

N- { 1 -[8-Chloro-3-(3-fluorophenyl)imidazo[ 1 ,2-a]pyridin-2-yl]ethyl} -9H-purin-6- amine;

N- { 1 -[8-Ethyl-3-(3-fluorophenyl)imidazo[ 1 ,2-a]pyridin-2-yl]ethyl} -9H-purin- 6-amine;

N- { 1 -[7-Chloro-3-(3-fluorophenyl)imidazo[ 1 ,2-a]pyridin-2-yl]ethyl} -9H-purin-6- amine;

N- { 1 -[8-Fluoro-3-(3-fluorophenyl)imidazo[l ,2-a]pyridin-2-yl]ethyl} -9H-purin-6- amine;

N- { 1 -[3-(3-Fluorophenyl)-8-(trifluoromethyl)imidazo[ 1 ,2-a]pyridin-2-yl]ethyl} - 9H-purin-6-amine;

N-{l-[3-(4-Methylphenyl)imidazo[l,2-a]pyridin-2-yl]ethyl}- H-purin-6-amine; N- { 1 -[3-(2,3-Difluorophenyl)imidazo[ 1 ,2-a]pyridin-2-yl]ethyl} - H-purin- 6-amine;

N- { 1 -[3-(2-Fluorophenyl)imidazo[l ,2-a]pyridin-2-yl]ethyl} - H-purin-6-amine; N-{l-[3-(2-Methylphenyl)imidazo[l,2-a]pyridin-2-yl]ethyl}- H-purin-6-amine; N- { 1 -[3-(2,5-Difluorophenyl)imidazo[ 1 ,2-a]pyridin-2-yl]ethyl} - H-purin- 6-amine;

N-{l-[3-(3-Methylphenyl)imidazo[l,2-a]pyridin-2-yl]ethyl}- H-purin-6-amine; N- { 1 -[3-(3,5-Difluo rophenyl)imidazo[ 1 ,2-a]pyridin-2-yl]ethyl} - H-purin- 6-amine;

N- { 1 -[3-(4-Fluorophenyl)imidazo[l ,2-a]pyridin-2-yl]ethyl} - H-purin-6-amine; and

N- { 1 - [3 -(3 ,5 -Difluorophenyl)pyrazolo [ 1 ,5 -a]pyridin-2-yl] ethyl} - H-purin-6- amine;

or a pharmaceutically acceptable salt thereof.

54. A composition comprising a compound according to any one of claims 1 to 53, or a pharmaceutically acceptable salt thereof, and at least one pharmaceutically acceptable carrier.

55. A method of modulating an activity of a PI3K kinase, comprising contacting the kinase with a compound of any one of claims 1 to 53, or a

pharmaceutically acceptable salt thereof.

56. The method of claim 55, wherein the PI3K is selected from the group consisting of ΡΒΚα, ΡΒΚβ, ΡΒΚγ, and ΡΒΚδ.

57. The method of claim 55, wherein said PBK comprises a mutation.

58. The method of any one of claims 55 to 57, wherein said modulating is inhibiting.

59. The method of any one of claims 55 to 57, wherein said compound is a selective inhibitor for ΡΒΚδ over one or more of ΡΒΚα, ΡΒΚβ, and ΡΒΚγ.

60. A method of treating a disease in a patient, wherein said disease is associated with abnormal expression or activity of a PBK kinase, comprising

administering to said patient a therapeutically effective amount of a compound of any one of claims 1 to 53, or a pharmaceutically acceptable salt thereof.

61. The method of claim 60, wherein said disease is osteoarthritis, restenosis, atherosclerosis, bone disorders, arthritis, diabetic retinopathy, psoriasis, benign prostatic hypertrophy, atherosclerosis, inflammation, angiogenesis, pancreatitis, kidney disease, inflammatory bowel disease, myasthenia gravis, multiple sclerosis, or Sjogren's syndrome.

62. The method of any one of claims 60 to 61, wherein more than one of said compounds is administered.

63. The method of claim 62, wherein the compound is administered in combination with a kinase inhibitor that inhibits a kinase other than a PI3K kinase.

64. A method of treating an immune-based disease in a patient, comprising administering to said patient a therapeutically effective amount of a compound of any one of claims 1 to 53, or a pharmaceutically acceptable salt thereof.

65. The method of claim 64, wherein said immune-based disease is rheumatoid arthritis, allergy, asthma, glomerulonephritis, lupus, or inflammation related to any of the aforementioned.

66. A method of treating a cancer in a patient, comprising administering to said patient a therapeutically effective amount of a compound of any one of claim 1 to 53, or a pharmaceutically acceptable salt thereof.

67. The method of claim 66, wherein said cancer is breast, prostate, colon, endometrial, brain, bladder, skin, uterus, ovary, lung, pancreatic, renal, gastric, or a hematological cancer.

68. The method of claim 67 wherein said hematological cancer is acute myeloblastic leukemia, chronic myeloid leukemia, or B cell lymphoma.

69. A method of treating a lung disease in a patient, comprising administering to said patient a therapeutically effective amount of a compound of any one of claim 1 to 53, or a pharmaceutically acceptable salt thereof.

70. The method of claim 69, wherein said lung disease is acute lung injury (ALI) or adult respiratory distress syndrome (ARDS).