AU2012244242B2 - 1-(benzo [D] [1,3] dioxol-5-yl) -N- (phenyl) cyclopropane- carboxamide derivatives and related compounds as modulators of ATP-Binding Cassette transporters for the treatment of Cystic Fibrosis - Google Patents

Abstract

MODULATORS OF ATP-BINDING CASSETTE TRANSPORTERS Abstract Compounds of the present invention and pharmaceutically acceptable compositions thereof, are useful as modulators of ATP-Binding Cassette ("ABC") transporters or s fragments thereof, including Cystic Fibrosis transmembrane Conductance Regulator ("CFTR"). The present invention also relates to methods of treating ABC transporter mediated diseases using compounds of the present invention.

Description

S&F Ref: 865459D1 AUSTRALIA PATENTS ACT 1990 COMPLETE SPECIFICATION FOR A STANDARD PATENT Name and Address Vertex Pharmaceuticals Incorporated, of 130 Waverly of Applicant: Street, Cambridge, Massachusetts, 02139-4242, United States of America Actual Inventor(s): Brian Bear Jason McCartney Sara S. Hadida Ruah Peter D. J. Grootenhuis Mark T. Miller Address for Service: Spruson & Ferguson St Martins Tower Level 35 31 Market Street Sydney NSW 2000 (CCN 3710000177) Invention Title: 1-(benzo [D] [1,3] dioxol-5-yl) -N- (phenyl) cyclopropane carboxamide derivatives and related compounds as modulators of ATP-Binding Cassette transporters for the treatment of Cystic Fibrosis The following statement is a full description of this invention, including the best method of performing it known to me/us: 5845c(6822544_1) MODULATORS OF ATP-BINDING CASSETTE TRANSPORTERS CROSS-REFERENCE [0011 This application claims priority to U.S. Serial Nos. 60/754,558, filed on December 28, 2005, and 60/802,580, filed on May 22, 2006, both of which are hereby incorporated herein by reference. TECHNICAL FIELD OF THE INVENTION [002] The present invention relates to modulators of ATP-Binding Cassette ("ABC") transporters or fragments thereof, including Cystic Fibrosis Transmembrane Conductance Regulator ("CFTR"), compositions thereof and methods therewith. The present invention also relates to methods of treating ABC transporter mediated diseases using such modulators. BACKGROUND OF THE INVENTION 10031 ABC transporters are a family of membrane transporter proteins that regulate the transport of a wide variety of pharmacological agents, potentially toxic drugs, and xenobioiics, as well as anions. ABC transporters are homologous membrane proteins that bind and use cellular adenosine triphosphate (ATP) for their specific activities. Some of these transporters were discovered as multidrug resistance proteins (like the MDRI -P glycoprotein, or the multidrug resistance protein, MRP 1), defending malignant cancer cells against chemotherapeutic agents. To date, 48 ABC Transporters have been identified and grouped into 7 families based on their sequence identity and function. [004] ABC transporters regulate a variety of important physiological roles within the body and provide defense against harmful environmental compounds. Because of this, they represent important potential drug targets for the treatment of diseases associated with defects in the transporter, prevention of drug transport out of the target cell, and intervention in other diseases in which modulation of ABC transporter activity may be beneficial. [0051 One member of the ABC transporter family commonly associated with disease is the cAMP/ATP-mediated anion channel, CFTR. CFTR is expressed in a variety of cells types, including absorptive and secretory epithelia cells, where it regulates anion flux across the membrane, as well as the activity of other ion channels and proteins. In epithelia cells, normal functioning of CFTR is critical for the maintenance of electrolyte transport throughout the body, including respiratory and digestive tissue. CFTR is composed of approximately 1480 amino acids that encode a protein made up of a tandem repeat of transmembrane domains, each containing six transmembrane helices and a nucleotide binding domain. The two transmembrane domains are linked by a large, polar, regulatory (R)-domain with multiple phosphorylation sites that regulate channel activity and cellular trafficking. [0061 The gene encoding CFTR has been identified and sequenced (See Gregory, R. J. et al. (1990) Nature 347:382-386; Rich, D. P. et al. (1990) Nature 347:358-362), (Riordan, J. R. et al. (1989) Science 245:1066-1073). A defect in this gene causes mutations in CFTR resulting in Cystic Fibrosis ("CF"), the most common fatal genetic disease in humans. Cystic Fibrosis affects approximately one in every 2,500 infants in the United States. Within the general United States population, up to 10 million people carry a single.copy of the defective gene without apparent ill effects. In contrast, individuals with two copies of the CF associated gene suffer from the debilitating and fatal effects of CF, including chronic lung disease. 10071 In patients with cystic fibrosis, mutations in CFTR endogenously expressed in respiratory epithelia leads to reduced apical anion secretion causing an imbalance in ion and fluid transport. The resulting decrease in anion transport contributes to enhanced mucus accumulation in the lung and the accompanying microbial infections that ultimately cause death in CF patients. In addition to respiratory disease, CF patients typically suffer from gastrointestinal problems and pancreatic insufficiency that, if left untreated, results in death. In addition, the majority of males with cystic fibrosis are infertile and fertility is decreased among females with cystic fibrosis. In contrast to the severe effects of two copies of the CF associated gene, individuals with a single copy of the CF associated gene exhibit increased resistance to cholera and to dehydration resulting from diarrhea - perhaps explaining the relatively high frequency of the CF gene within the population. [0081 Sequence analysis of the CFTR gene of CF chromosomes has revealed a variety of disease causing mutations (Cutting, G. R. et al. (1990) Nature 346:366-369; Dean, M. et al. (1990) Cell 61:863:870; and Kerem, B-S. et al. (1989) Science 245:1073-1080; Kerem, B-S et al. (1990) Proc. Natl. Acad. Sci. USA 87:8447-8451). To date, > 1000 disease causing mutations in the CF gene have been identified (http://www.genet.sickkids.on.ca/cftr/). The most prevalent mutation is a deletion of phenylalanine at position 508 of the CFTR amino acid sequence, and is commonly referred to as AF508-CFTR. This mutation occurs in approximately 70% of the cases of cystic fibrosis and is associated with a severe disease. [0091 The deletion of residue 508 in AF508-CFTR prevents the nascent protein from folding correctly. This results in the inability of the mutant protein to exit the ER, and traffic to the plasma membrane. As a result, the number of channels present in the membrane is far less 2 than observed in cells expressing wild-type CFTR. In addition to impaired trafficking, the mutation results in defective channel gating. Together, the reduced number of channels in the membrane and the defective gating lead to reduced anion transport across epithelia leading to defective ion and fluid transport. (Quinton, P. M. (1990), FASEB J. 4: 2709-2727). Studies have shown, however, that the reduced numbers of AF508-CFTR in the membrane are functional, albeit less than wild-type CFTR. (Dalemans et al. (1991), Nature Lond. 354: 526 528; Denning et al., supra; Pasyk and Foskett (1995), J. Cell. Biochem. 270: 12347-50). In addition to AF508-CFTR, other disease causing mutations in CFTR that result in defective trafficking, synthesis, and/or channel gating could be up- or down-regulated to alter anion secretion and modify disease progression and/or severity. [0101 Although CFTR transports a variety of molecules in addition to anions, it is clear that this role (the transport of anions) represents one element in an important mechanism of transporting ions and water across the epithelium. The other elements include the epithelial Na* channel, ENaC, Na*/2Cl-/K* co-transporter, Na+-K-ATPase pump and the basolateral membrane K* channels, that are responsible for the uptake of chloride into the cell. [011] These elements work together to achieve directional transport across the epithelium via their selective expression and localization within the cell. Chloride absorption takes place by the coordinated activity of ENaC and CFTR present on the apical membrane and the Na* K*-ATPase pump and Cl- channels expressed on the basolateral surface of the cell. Secondary active transport of chloride from the luminal side leads to the accumulation of intracellular chloride, which can then passively leave the cell via Cl- channels, resulting in a vectorial transport. Arrangement of Na*/2C1/K* co-transporter, Na*-K'-ATPase pump and the basolateral membrane K channels on the basolateral surface and CFTR on the luminal side coordinate the secretion of chloride via CFTR on the luminal side. Because water is probably never actively transported itself, its flow across epithelia depends on tiny transepithelial osmotic gradients generated by the bulk flow of sodium and chloride. [0121 In addition to Cystic Fibrosis, modulation of CFTR activity may be beneficial for other diseases not directly caused by mutations in CFTR, such as secretory diseases and other protein folding diseases mediated by CFTR. These include, but are not limited to, chronic obstructive pulmonary disease (COPD), dry eye disease, and Sj6gren's Syndrome. [0131 COPD is characterized by airflow limitation that is progressive and not fully reversible. The airflow limitation is due to mucus hypersecretion, emphysema, and bronchiolitis. Activators of mutant or wild-type CFTR offer a potential treatment of mucus 3 hypersecretion and impaired mucociliary clearance that is common in COPD. Specifically, increasing anion secretion across CFTR may facilitate fluid transport into the airway surface liquid to hydrate the mucus and optimized periciliary fluid viscosity. This would lead to enhanced mucociliary clearance and a reduction in the symptoms associated with COPD. Dry eye disease is characterized by a decrease in tear aqueous production and abnormal tear film lipid, protein and mucin profiles. There are many causes of dry eye, some of which include age, Lasik eye surgery, arthritis, medications, chemical/thermal bums, allergies, and diseases, such as Cystic Fibrosis and Sj5grens's syndrome. Increasing anion secretion via CFTR would enhance fluid transport from the corneal endothelial cells and secretory glands surrounding the eye to increase corneal hydration. This would help to alleviate the symptoms associated with dry eye disease. Sj6grens's syndrome is an autoimmune disease in which the immune system attacks moisture-producing glands throughout the body, including the eye, mouth, skin, respiratory tissue, liver, vagina, and gut. Symptoms, include, dry eye, mouth, and vagina, as well as lung disease. The disease is also associated with rheumatoid arthritis, systemic lupus, systemic sclerosis, and polymypositis/dermatomyositis. Defective protein trafficking is believed to cause the disease, for which treatment options are limited. Modulators of CFTR activity may hydrate the various organs afflicted by the disease and help to elevate the associated symptoms. 10141 As discussed above, it is believed that the deletion of residue 508 in AF508-CFTR prevents the nascent protein from folding correctly, resulting in the inability of this mutant protein to exit the ER, and traffic to the plasma membrane. As a result, insufficient amounts of the mature protein are present at the plasma membrane and chloride transport within epithelial tissues is significantly reduced. In fact, this cellular phenomenon of defective ER processing of ABC transporters by the ER machinery has been shown to be the underlying basis not only for CF disease, but for a wide range of other isolated and inherited diseases. The two ways that the ER machinery can malfunction is either by loss of coupling to ER export of the proteins leading to degradation, or by the ER accumulation of these defective/misfolded proteins [Aridor M, et al., Nature Med., 5(7), pp 745- 751 (1999); Shastry, B.S., et al., Neurochem. International, 43, pp 1-7 (2003); Rutishauser, J., et al., Swiss Med Wkly, I.22, pp 211-222 (2002); Morello, JP et al., TIPS, 21, pp. 466- 469 (2000); Bross P., et al., Human Mut., 14, pp. 186-198 (1999)]. The diseases associated with the first class of ER malfunction are Cystic fibrosis (due to misfolded AF508-CFTR as discussed above), Hereditary emphysema (due to al -antitrypsin; non Piz variants), Hereditary hemochromatosis, Coagulation-Fibrinolysis deficiencies, such as Protein C deficiency, Type 4 I hereditary angioedema, Lipid processing deficiencies, such as Familial hypercholesterolemia, Type I chylomicronemia, Abetalipoproteinemia, Lysosomal storage diseases, such as I-cell disease/Pseudo-Hurler, Mucopolysaccharidoses (due to Lysosomal processing enzymes), Sandhof/Tay-Sachs (due to p-Hexosaminidase), Crigler-Najjar type II (due to UDP-glucuronyl-sialyc-transferase), Polyendocrinopathy/Hyperinsulemia, Diabetes mellitus (due to Insulin receptor), Laron dwarfism (due to Growth hormone receptor), Myleoperoxidase deficiency, Primary hypoparathyroidism (due to Preproparathyroid hormone), Melanoma (due to Tyrosinase). The diseases associated with the latter class of ER malfunction are Glycanosis CDG type 1, Hereditary emphysema (due to al-Antitrypsin (PiZ variant), Congenital hyperthyroidism, Osteogenesis imperfecta (due to Type I, II, IV procollagen), Hereditary hypofibrinogenemia (due to Fibrinogen), ACT deficiency (due to al -Antichymotrypsin), Diabetes insipidus (DI), Neurophyseal DI (due to Vasopvessin hornone/V2-receptor), Neprogenic DI (due to Aquaporin I), Charcot-Marie Tooth syndrome (due to Peripheral myelin protein 22), Perlizaeus-Merzbacher disease, neurodegenerative diseases such as Alzheimer's disease ( due to PAPP and presenilins), Parkinson's disease, Amyotrophic lateral sclerosis, Progressive supranuclear plasy, Pick's disease, several polyglutamine neurological disorders asuch as Huntington, Spinocerebullar ataxia type I, Spinal and bulbar muscular atrophy, Dentatorubal pallidoluysian, and Myotonic dystrophy, as well as Spongiform encephalopathies, such as Hereditary Creutzfeldt-Jakob disease (due to Prion protein processing defect), Fabry disease (due to lysosomal a-galactosidase A) and Straussler-Scheinker syndrome (due to Prp processing defect). 10151 In addition to up-regulation of CFTR activity, reducing anion secretion by CFTR modulators may be beneficial for the treatment of secretory diarrheas, in which epithelial water transport is dramatically increased as a result of secretagogue activated chloride transport. The mechanism involves elevation of cAMP and stimulation of CFTR. [0161 Although there are numerous causes of diarrhea, the major consequences of diarrheal diseases, resulting from excessive chloride transport are common to all, and include dehydration, acidosis, impaired growth and death. [0171 Acute and chronic diarrheas represent a major medical problem in many areas of the world. Diarrhea is both a significant factor in malnutrition and the leading cause of death (5,000,000 deaths/year) in children less than five years old. [0181 Secretory diarrheas are also a dangerous condition in patients of acquired immunodeficiency syndrome (AIDS) and chronic inflammatory bowel disease (IBD). 16 5 million travelers to developing countries from industrialized nations every year develop diarrhea, with the severity and number of cases of diarrhea varying depending on the country and area of travel. [0191 Diarrhea in barn animals and pets such as cows, pigs and horses, sheep, goats, cats and dogs, also known as scours, is a major cause of death in these animals. Diarrhea can result from any major transition, such as weaning or physical movement, as well as in response to a variety of bacterial or viral infections and generally occurs within the first few hours of the animal's life. [0201 The most common diarrhea causing bacteria is enterotoxogenic E-coli (ETEC) having the K99 pilus antigen. Common viral causes of diarrhea include rotavirus and coronavirus. Other infectious agents include cryptosporidium, giardia lamblia, and salmonella, among others. [021] Symptoms of rotaviral infection include excretion of watery feces, dehydration and weakness. Coronavirus causes a more severe illness in the newborn animals, and has a higher mortality rate than rotaviral infection. Often, however, a young animal may be infected with more than one virus or with a combination of viral and bacterial microorganisms at one time. This dramatically increases the severity of the disease. [0221 Accordingly, there is a need for modulators of an ABC transporter activity, and compositions thereof, that can be used to modulate the activity of the ABC transporter in the cell membrane of a mammal. 1023] There is a need for methods of treating ABC transporter mediated diseases using such modulators of ABC transporter activity. [0241 There is a need for methods of modulating an ABC transporter activity in an ex vivo cell membrane of a mammal. [0251 There is a need for modulators of CFTR activity that can be used to modulate the activity of CFTR in the cell membrane of a mammal. [0261 There is a need for methods of treating CFTR-mediated diseases using such modulators of CFTR activity. [0271 There is a need for methods of modulating CFTR activity in an ex vivo cell membrane of a mammal. 6 SUMMARY OF THE INVENTION [0281 It has now been found that compounds of this invention, and pharmaceutically acceptable compositions thereof, are useful as modulators of ABC transporter activity. These compounds have the general formula I:

R

2 A 4 C,,rN *P R (RI~n or a pharmaceutically acceptable salt thereof, wherein R 1 , R 2 , R4, ring A, and n are described herein. 10291 These compounds and pharmaceutically acceptable compositions are useful for treating or lessening the severity of a variety of diseases, disorders, or conditions, including, but not limited to, Cystic fibrosis, Hereditary emphysema, Hereditary hemochromatosis, Coagulation-Fibrinolysis deficiencies, such as Protein C deficiency, Type 1 hereditary angioedema, Lipid processing deficiencies, such as Familial hypercholesterolemia, Type I chylomicronemia, Abetalipoproteinemia, Lysosomal storage diseases, such as I-cell disease/Pseudo-Hurler, Mucopolysaccharidoses, Sandhof/Tay-Sachs, Crigler-Najjar type II, Polyendocrinopathy/Hyperinsulemia, Diabetes mellitus, Laron dwarfism, Myleoperoxidase deficiency, Primary hypoparathyroidism, Melanoma, Glycanosis CDG type 1, Hereditary emphysema, Congenital hyperthyroidism, Osteogenesis imperfecta, Hereditary hypofibrinogenemia, ACT deficiency, Diabetes insipidus (DI), Neurophyseal DI, Neprogenic DI, Charcot-Marie Tooth syndrome, Perlizaeus-Merzbacher disease, neurodegenerative diseases such as Alzheimer's disease, Parkinson's disease, Amyotrophic lateral sclerosis, Progressive supranuclear plasy, Pick's disease, several polyglutamine neurological disorders such as Huntington, Spinocerebullar ataxia type I, Spinal and bulbar muscular atrophy, Dentatorubal pallidoluysian, and Myotonic dystrophy, as well as Spongiform encephalopathies, such as Hereditary Creutzfeldt-Jakob disease, Fabry disease, Straussler Scheinker syndrome, COPD, dry-eye disease, and Sjogren's disease. 7 DETAILED DESCRIPTION OF THE INVENTION Definitions 10301 As used herein, the following definitions shall apply unless otherwise indicated. [0311 The term "ABC-transporter" as used herein means an ABC-transporter protein or a fragment thereof comprising at least one binding domain, wherein said protein or fragment thereof is present in vivo or in vitro. The term "binding domain" as used herein means a domain on the ABC-transporter that can bind to a modulator. See, e.g., Hwang, T. C. et aL., J. Gen. Physiol. (1998): 111(3), 477-90. 10321 The term "CFTR" as used herein means cystic fibrosis transmembrane conductance regulator or a mutation thereof capable of regulator activity, including, but not limited to, AF508 CFTR and G551D CFTR (see, e.g., http://www.genet.sickkids.on.ca/cftr/, for CFTR mutations). [0331 The term "modulating" as used herein means increasing or decreasing, e.g. activity, by a measurable amount. Compounds that modulate ABC Transporter activity, such as CFTR activity, by increasing the activity of the ABC Transporter, e.g., a CFTR anion channel, are called agonists. Compounds that modulate ABC Transporter activity, such as CFTR activity, by decreasing the activity of the ABC Transporter, e.g., CFTR anion channel, are called antagonists. An agonist interacts with an ABC Transporter, such as CFTR anion channel, to increase the ability of the receptor to transduce an intracellular signal in response to endogenous ligand binding. An antagonist interacts with an ABC Transporter, such as CFTR, and competes with the endogenous ligand(s) or substrate(s) for binding site(s) on the receptor to decrease the ability of the receptor to transduce an intracellular signal in response to endogenous ligand binding. [0341 The phrase "treating or reducing the severity of an ABC Transporter mediated disease" refers both to treatments for diseases that are directly caused by ABC Transporter and/or CFTR activities and alleviation of symptoms of diseases not directly caused by ABC Transporter and/or CFTR anion channel activities. Examples of diseases whose symptoms may be affected by ABC Transporter and/or CFTR activity include, but are not limited to, Cystic fibrosis, Hereditary emphysema, Hereditary hemochromatosis, Coagulation Fibrinolysis deficiencies, such as Protein C deficiency, Type I hereditary angioedema, Lipid processing deficiencies, such as Familial hypercholesterolemia, Type I chylomicronemia, Abetalipoproteinemia, Lysosomal storage diseases, such as I-cell disease/Pseudo-Hurler, Mucopolysaccharidoses, Sandhof/Tay-Sachs, Crigler-Najjar type II, 8 Polyendocrinopathy/Hyperinsulemia, Diabetes mellitus, Laron dwarfism, Myleoperoxidase deficiency, Primary hypoparathyroidism, Melanoma, Glycanosis CDG type 1, Hereditary emphysema, Congenital hyperthyroidism, Osteogenesis imperfecta, Hereditary hypofibrinogenemia, ACT deficiency, Diabetes insipidus (DI), Neurophyseal DI, Neprogenic DI, Charcot-Marie Tooth syndrome, Perlizaeus-Merzbacher disease, neurodegenerative diseases such as Alzheimer's disease, Parkinson's disease, Amyotrophic lateral sclerosis, Progressive supranuclear plasy, Pick's disease, several polyglutamine neurological disorders such as Huntington, Spinocerebullar ataxia type I, Spinal and bulbar muscular atrophy, Dentatorubal pallidoluysian, and Myotonic dystrophy, as well as Spongiforn encephalopathies, such as Hereditary Creutzfeldt-Jakob disease, Fabry disease, Straussler Scheinker syndrome, COPD, dry-eye disease, and Sjogren's disease. [0351 For purposes of this invention, the chemical elements are identified in accordance with the Periodic Table of the Elements, CAS version, Handbook of Chemistry and Physics, 75th Ed. Additionally, general principles of organic chemistry are described in "Organic Chemistry", Thomas Sorrell, University Science Books, Sausolito: 1999, and "March's Advanced Organic Chemistry", 5th Ed., Ed.: Smith, M.B. and March, J., John Wiley & Sons, New York: 2001, the entire contents of which are hereby incorporated by reference. [0361 As used herein the term "aliphatic' encompasses the terms alkyl, alkenyl, alkynyl, each of which being optionally substituted as set forth below. 10371 As used herein, an "alkyl" group refers to a saturated aliphatic hydrocarbon group containing 1-8 (e.g., 1-6 or 1-4) carbon atoms. An alkyl group can be straight or branched. Examples of alkyl groups include, but are not limited to, methyl, ethyl, propyl, isopropyl, butyl, isobutyl, sec-butyl, tert-butyl, n-pentyl, n-heptyl, or 2-ethylhexyl. An alkyl group can be substituted (i.e., optionally substituted) with one or more substituents such as halo, cycloaliphatic [e.g., cycloalkyl or cycloalkenyl), heterocycloaliphatic [e.g., heterocycloalkyl or heterocycloalkenyl), aryl, heteroaryl, alkoxy, aroyl, heteroaroyl, acyl [e.g., (aliphatic)carbonyl, (cycloaliphatic)carbonyl, or (heterocycloaliphatic)carbonyl], nitro, cyano, amido [e.g., (cycloalkylalkyl)carbonylamino, arylcarbonylamino, aralkylcarbonylamino, (heterocycloalkyl)carbonyl amino, (heterocycloalkylalkyl)carbonylamino, heteroarylcarbonylamino, heteroaralkylcarbonylamino], amino [e.g., aliphaticamino, cycloaliphaticamino, or heterocycloaliphaticamino], sulfonyl [e.g., aliphaticsulfonyl], sulfinyl, sulfanyl, sulfoxy, urea, thiourea, sulfamoyl, sulfamide, oxo, carboxy, carbamoyl, cycloaliphaticoxy, heterocycloaliphaticoxy, aryloxy, heteroaryloxy, aralkyloxy, .9 heteroarylalkoxy, alkoxycarbonyl, alkylcarbonyloxy, or hydroxy. Without limitation, some examples of substituted alkyls include carboxyalkyl (such as HOOC-alkyl, alkoxycarbonylalkyl, and alkylcarbonyloxyalkyl), cyanoalkyl, hydroxyalkyl, alkoxyalkyl, acylalkyl, hydroxyalkyl, aralkyl, (alkoxyaryl)alkyl, (sulfonylamino)alkyl (such as (alkylsulfonylamino)alkyl), aminoalkyl, amidoalkyl, (cycloaliphatic)alkyl, cyanoalkyl, or haloalkyl. 10381 As used herein, an "alkenyl" group refers to an aliphatic carbon group that contains 2 8 (e.g., 2-6 or 2-4) carbon atoms and at least one double bond. Like an alkyl group, an alkenyl group can be straight or branched. Examples of an alkenyl group include, but are not limited to, allyl, isoprenyl, 2-butenyl, and 2-hexenyl. An alkenyl group can be optionally substituted with one or more substituents such as hali, cycloaliphatic, heterocycloaliphatic, aryl, heteroaryl, alkoxy, aroyl, heteroaroyl, acyl [e.g., (cycloaliphatic)carbonyl, or (heterocycloaliphatic)carbonyl], nitro, cyano, acyl [e.g., aliphaticcarbonyl, cycloaliphaticcarbonyl, arylcarbonyl, heterocycloaliphaticcarbonyl or heteroarylcarbonyl], amido [e.g., (cycloalkylalkyl)carbonylamino, arylcarbonylarmino, aralkylcarbonylamino, (heterocycloalkyl)carbonylamino, (heterocycloalkylalkyl)carbonylamino, heteroarylcarbonylamino, heteroaralkylcarbonylamino alkylaminocarbonyl, cycloalkylaminocarbonyl, heterocycloalkylaminocarbonyl, arylaminocarbonyl, or heteroarylaminocarbonyl], amino [e.g., aliphaticamino, or aliphaticsulfonylamino], sulfonyl [e.g., alkylsulfonyl, cycloaliphaticsulfonyl, or arylsulfonyl], sulfinyl, sulfanyl, sulfoxy, urea, thiourea, sulfamoyl, sulfamide, oxo, carboxy, carbamoyl, cycloaliphaticoxy, heterocycloaliphaticoxy, aryloxy, heteroaryloxy, aralkyloxy, heteroarylalkoxy, alkoxycarbonyl, alkylcarbonyloxy, or hydroxy. 10391 As used herein, an "alkynyl" group refers to an aliphatic carbon group that contains 2 8 (e.g., 2-6 or 2-4) carbon atoms and has at least one triple bond. An alkynyl group can be straight or branched. Examples of an alkynyl group include, but are not limited to, propargyl and butynyl. An alkynyl group can be optionally substituted with one or more substituents such as aroyl, heteroaroyl, alkoxy, cycloalkyloxy, heterocycloalkyloxy, aryloxy, heteroaryloxy, aralkyloxy, nitro, carboxy, cyano, halo, hydroxy, sulfo, mercapto, sulfanyl [e.g., aliphaticsulfanyl or cycloaliphaticsulfanyl], sulfinyl [e.g., aliphaticsulfinyl or cycloaliphaticsulfinyl], sulfonyl [e.g., aliphaticsulfonyl, aliphaticaminosulfonyl, or cycloaliphaticsulfonyl], amido [e.g., aminocarbonyl, alkylaminocarbonyl, alkylcarbonylamino, cycloalkylaminocarbonyl, heterocycloalkylaminocarbonyl, cycloalkylcarbonylamino, arylaminocarbonyl, arylcarbonylamino, aralkylcarbonylamino, 10 (heterocycloalkyl)carbonylamino, (cycloalkylalkyl)carbonylamino, heteroaralkylcarbonylamino, heteroarylcarbonylamino or heteroarylaminocarbonyl], urea, thiourea, sulfamoyl, sulfamide, alkoxycarbonyl, alkylcarbonyloxy, cycloaliphatic, heterocycloaliphatic, aryl, heteroaryl, acyl [e.g., (cycloaliphatic)carbonyl or (heterocycloaliphatic)carbonyl], amino [e.g., aliphaticamino], sulfoxy, oxo, carboxy, carbamoyl, (cycloaliphatic)oxy, (heterocycloaliphatic)oxy, or (heteroaryl)alkoxy. 10401 As used herein, an "amido" encompasses both "aminocarbonyl" and "carbonylamino". These terms when used alone or in connection with another group refers to an amido group such as N(RX) 2 -C(O)- or RC(O)-N(Rx)- when used terminally and -C(O) N(RX)- or -N(Rx)-C(O)- when used internally, wherein RX and RY are defined below. Examples of amido groups include alkylamido (such as alkylcarbonylamino or alkylcarbonylamino), (heterocycloaliphatic)amido, (heteroaralkyl)amido, (heteroaryl)amido, (heterocycloalkyl)alkylamido, arylamido, aralkylamido, (cycloalkyl)alkylamido, or cycloalkylamido. [0411 As used herein, an "amino" group refers to -NRXR wherein each of RX and RY is independently hydrogen, alkyl, cycloaliphatic, (cycloaliphatic)aliphatic, aryl, araliphatic, heterocycloaliphatic, (heterocycloaliphatic)aliphatic, heteroaryl, carboxy, sulfanyl, sulfinyl, sulfonyl, (aliphatic)carbonyl, (cycloaliphatic)carbonyl, ((cycloaliphatic)aliphatic)carbonyl, arylcarbonyl, (araliphatic)carbonyl, (heterocycloaliphatic)carbonyl, ((heterocycloaliphatic)aliphatic)carbonyl, (heteroaryl)carbonyl, or (heteroaraliphatic)carbonyl, each of which being defined herein and being optionally substituted. Examples of amino groups include alkylamino, dialkylamino, or arylamino. When the term "amino" is not a terminal group (e.g., alkylcarbonylamino), it is represented by -NRX-. RX has the same meaning as defined above. 10421 As used herein, an "aryl" group used alone or as part of a larger moiety as in "aralkyl", "aralkoxy", or "aryloxyalkyl" refers to monocyclic (e.g., phenyl); bicyclic (e.g., indenyl, naphthalenyl, tetrahydronaphthyl, tetrahydroindenyl); and tricyclic (e.g., fluorenyl tetrahydrofluorenyl, or tetrahydroanthracenyl, anthracenyl) ring systems in which the monocyclic ring system is aromatic or at least one of the rings in a bicyclic or tricyclic ring system is aromatic. The bicyclic and tricyclic groups include benzofused 2-3 membered carbocyclic rings. For example, a benzofused group includes phenyl fused with two or more

C

4 - carbocyclic moieties. An aryl is optionally substituted with one or more substituents including aliphatic [e.g., alkyl, alkenyl, or alkynyl]; cycloaliphatic; (cycloaliphatic)aliphatic; 11 heterocycloaliphatic; (heterocycloaliphatic)aliphatic; aryl; heteroaryl; alkoxy; (cycloaliphatic)oxy; (heterocycloaliphatic)oxy; aryloxy; heteroaryloxy; (araliphatic)oxy; (heteroaraliphatic)oxy; aroyl; heteroaroyl; amino; oxo (on a non-aromatic carbocyclic ring of a benzofused bicyclic or tricyclic aryl); nitro; carboxy; anido; acyl [ e.g., aliphaticcarbonyl; (cycloaliphatic)carbonyl; ((cycloaliphatic)aliphatic)carbonyl; (araliphatic)carbonyl; (heterocycloaliphatic)carbonyl; ((heterocycloaliphatic)aliphatic)carbonyl; or (heteroaraliphatic)carbonyl; sutfonyl [e.g., aliphaticsulfonyl or aminosulfonyl]; sulfinyl [e.g., aliphaticsulfinyl or cycloaliphaticsulfinyl]; sulfanyl [e.g., aliphaticsulfanyl]; cyano; halo; hydroxy; mercapto; sulfoxy; urea; thiourea; sulfamoyl; sulfamide; or carbamoyl. Alternatively, an aryl can be unsubstituted. 10431 Non-limiting examples of substituted aryls include haloaryl [e.g., mono-, di ( such as p,m-dihaloaryl), and (trihalo)aryl]; (carboxy)aryl [e.g., (alkoxycarbonyl)aryl, ((aralkyl)carbonyloxy)aryl, and (alkoxycarbonyl)aryl]; (amido)aryl [e.g., (aminocarbonyl)aryl, (((alkylamino)alkyl)aminocarbonyl)aryl, (alkylcarbonyl)aminoaryl, (arylaminocarbonyl)aryl, and (((heteroaryl)amino)carbonyl)aryl]; aminoaryl [e.g., ((alkylsulfonyl)amino)aryl or ((dialkyl)amino)aryl]; (cyanoalkyl)aryl; (alkoxy)aryl; (sulfamoyl)aryl [e.g., (aminosulfonyl)aryl]; (alkylsulfonyl)aryl; (cyano)aryl; (hydroxyalkyl)aryl; ((alkoxy)alkyl)aryl; (hydroxy)aryl, ((carboxy)alkyl)aryl; (((dialkyl)amino)alkyl)aryl; (nitroalkyl)aryl; (((alkylsulfonyl)amino)alkyl)aryl; ((heterocycloaliphatic)carbonyl)aryl; ((alkylsulfonyl)alkyl)aryl; (cyanoalkyl)aryl; (hydroxyalkyl)aryl; (alkylcarbonyl)aryl; alkylaryl; (trihaloalkyl)aryl; p-amino-m alkoxycarbonylaryl; p-amino-m-cyanoaryl; p-halo-m-aminoaryl; or (m-(heterocycloaliphatic) o-(alkyl))aryl. [0441 As used herein, an "araliphatic" such as an "aralkyl" group refers to an aliphatic group (e.g., a C14 alkyl group) that is substituted with an aryl group. "Aliphatic," "alkyl," and "aryl" are defined herein. An example of an araliphatic such as an aralkyl group is benzyl. [0451 As used herein, an "aralkyl" group refers to an alkyl group (e.g., a C 14 alkyl group) that is substituted with an aryl group. Both "alkyl" and "aryl" have been defined above. An example of an aralkyl group is benzyl. An aralkyl is optionally substituted with one or more substituents such as aliphatic [e.g., alkyl, alkenyl, or alkynyl, including carboxyalkyl, hydroxyalkyl, or haloalkyl such as trifluoromethyl], cycloaliphatic [e.g., cycloalkyl or cycloalkenyl], (cycloalkyl)alkyl, heterocycloalkyl, (heterocycloalkyl)alkyl, aryl, heteroaryl, 12 alkoxy, cycloalkyloxy, heterocycloalkyloxy, aryloxy, heteroaryloxy, aralkyloxy, heteroaralkyloxy, aroyl, heteroaroyl, nitro, carboxy, alkoxycarbonyl, alkylcarbonyloxy, amido [e.g., aminocarbonyl, alkylcarbonylamino, cycloalkylcarbonylamino, (cycloalkylalkyl)carbonylamino, arylcarbonylamin'o, aralkylcarbonylamino, (heterocycloalkyl)carbonylamnino, (heterocycloalkylalkyl)carbonylamino, heteroarylcarbonylamino, or heteroaralkylcarbonylamino), cyano, halo, hydroxy, acyl, mercapto, alkylsulfanyl, sulfoxy, urea, thiourea, sulfamoyl, sulfarnide, oxo, or carbamoyl. [0461 As used herein, a "bicyclic ring system" includes 8-12 (e.g., 9, 10, or 11) membered structures that form two rings, wherein the two rings have at least one atom in common (e.g., 2 atoms in common). Bicyclic ring systems include bicycloaliphatics (e.g., bicycloalkyl or bicycloalkenyl), bicycloheteroaliphatics, bicyclic aryls, and bicyclic heteroaryls. 10471 As used herein, a "cycloaliphatic" group encompasses a "cycloalkyl" group and a "cycloalkenyl" group, each of which being optionally substituted as set forth below. [0481 As used herein, a "cycloalkyl" group refers to a saturated carbocyclic mono- or bicyclic (fused or bridged) ring of 3-10 (e.g., 5-10) carbon atoms. Examples of cycloalkyl groups include cyclopropyl, cyclobutyl, cyclopentyl, cyclohexyl, cycloheptyl, adamantyl, norbornyl, cubyl, octahydro-indenyl, decahydro-naphthyl, bicyclo[3.2.1 ]octyl, bicyclo[2.2.2]octyl, bicyclo[3.3.1 ]nonyl, bicyclo[3.3.2.]decyl, bicyclo[2.2.2]octyl, adanantyl, azacycloalkyl, or ((aminocarbonyl)cycloalkyl)cycloalkyl. A "cycloalkenyl" group, as used herein, refers to a non-aromatic carbocyclic ring of 3-10 (e.g., 4-8) carbon atoms having one or more double bonds. Examples of cycloalkenyl groups include cyclopentenyl, 1,4 cyclohexa-di-enyl, cycloheptenyl, cyclooctenyl, hexahydro-indenyl, octahydro-naphthyl, cyclohexenyl, cyclopentenyl, bicyclo[2.2.2]octenyl, or bicyclo[3.3.1]nonenyl. A cycloalkyl or cycloalkenyl group can be optionally substituted with one or more substituents such as aliphatic [e.g., alkyl, alkenyl, or alkynyl], cycloaliphatic, (cycloaliphatic) aliphatic, heterocycloaliphatic, (heterocycloaliphatic) aliphatic, aryl, heteroaryl, alkoxy, (cycloaliphatic)oxy, (heterocycloaliphatic)oxy, aryloxy, heteroaryloxy, (araliphatic)oxy, (heteroaraliphatic)oxy, aroyl, heteroaroyl, amino, amido (e.g., (aliphatic)carbonylamino, (cycloaliphatic)carbonylamino, ((cycloaliphatic)aliphatic)carbonylamino, (aryl)carbonylamino, (araliphatic)carbonylamnino, (heterocycloaliphatic)carbonylamino, ((heterocycloaliphatic)aliphatic)carbonylamino, (heteroaryl)carbonylamino, or (heteroaraliphatic)carbonylaminol, nitro, carboxy (e.g., HOOC-, alkoxycarbonyl, or alkylcarbonyloxy], acyl (e.g., (cycloaliphatic)carbonyl, ((cycloaliphatic) aliphatic)carbonyl, 13 (araliphatic)carbonyl, (heterocycloaliphatic)carbonyl, ((heterocycloaliphatic)aliphatic)carbonyl, or (heteroaraliphatic)carbonyl], cyano, halo, hydroxy, mercapto, sulfonyl [e.g., alkylsulfonyl and arylsulfonyl], sulfinyl [e.g., alkylsulfinyl], sulfanyl [e.g., alkylsulfanyl], sulfoxy, urea, thiourea, sul famoyl, sulfamide, oxo, or carbamoyl. [0491 As used herein, "cyclic moiety" includes cycloaliphatic, heterocycloaliphatic, aryl, or heteroaryl, each of which has been defined previously. [0501 As used herein, the term "heterocyclic" encompasses a heterocycloaliphatic group and a heteroaryl group. [0511 As used herein, the term "heterocycloaliphatic" encompasses a heterocycloalkyl group and a heterocycloalkenyl group, each of which being optionally substituted as set forth below. 10521 As used herein, a "heterocycloalkyl" group refers to a 3-10 membered mono- or bicylic (fused or bridged) (e.g., 5- to 10-membered mono- or bicyclic) saturated ring structure, in which one or more of the ring atoms is a heteroatom (e.g., N, 0, S, or combinations thereof). Examples of a heterocycloalkyl group include piperidyl, piperazyl, tetrahydropyranyl, tetrahydrofuryl, 1,4-dioxolanyl, 1,4-dithianyl, 1,3-dioxolanyl, oxazolidyl, isoxazolidyl, morpholinyl, thiomorpholyl, octahydrobenzofuryl, octahydrochromenyl, octahydrothiochromenyl, octahydroindolyl, octahydropyrindinyl, decahydroquinolinyl, octahydrobenzo[b]thiopheneyl, 2-oxa-bicyclo[2.2.2]octyl, I -aza-bicyclo[2.2.2]octyl, 3-aza bicyclo[3.2.1]octyl, anad 2,6-dioxa-tricyclo[3.3.1.0 3 7 ]nonyl. A monocyclic heterocycloalkyl group can be fused with a phenyl moiety such as tetrahydroisoquinoline. A "heterocycloalkenyl" group, as used herein, refers to a mono- or bicylic (e.g., 5- to 10 membered mono- or bicyclic) non-aromatic ring structure having one or more double bonds, and wherein one or more of the ring atoms is a heteroatom (e.g., N, 0, or S). Monocyclic and bicycloheteroaliphatics are numbered according to standard chemical nomenclature. [0531 A heterocycloalkyl or heterocycloalkenyl group can be optionally substituted with one or more substituents such as aliphatic [e.g., alkyl, alkenyl, or alkynyl], cycloaliphatic, (cycloaliphatic)aliphatic, heterocycloaliphatic, (heterocycloaliphatic)aliphatic, aryl, heteroaryl, alkoxy, (cycloaliphatic)oxy, (heterocycloaliphatic)oxy, aryloxy, heteroaryloxy, (araliphatic)oxy, (heteroaraliphatic)oxy, aroyl, heteroaroyl, amino, amido [e.g., (aliphatic)carbonylamino, (cycloaliphatic)carbonyl amino, ((cycloaliphatic) aliphatic)carbonylamino, (aryl)carbonylamino, (araliphatic)carbonylamino, 14 (heterocycloaliphatic)arbonylamino, ((heterocycloaliphatic) aliphatic)carbonylamino, (heteroaryl)carbonylamino, or (heteroaraliphatic)carbonylamino], nitro, carboxy [e.g., HOOC-, alkoxycarbonyl, or alkylcarbonyloxy], acyl [e.g., (cycloaliphatic)carbonyl, ((cycloaliphatic) aliphatic)carbonyl, (araliphatic)carbonyl, (heterocycloaliphatic)carbonyl, ((heterocycloaliphatic)aliphatic)carbonyl, or (heteroaraliphatic)carbonyl], nitro, cyano, halo, hydroxy, mercapto, sulfonyl [e.g., alkylsulfonyl or arylsulfonyl], sulfinyl [e.g., alkylsulfinyl], sulfanyl [e.g., alkylsulfanyl], sulfoxy, urea, thiourea, sulfamoyl, sulfamide, oxo, or carbamoyl. 10541 A "heteroaryl" group, as used herein, refers to a monocyclic, bicyclic, or tricyclic ring system having 4 to 15 ring atoms wherein one or more of the ring atoms is a heteroatom (e.g., N, 0, S, or combinations thereof) and in which the monocyclic ring system is aromatic or at least one of the rings in the bicyclic or tricyclic ring systems is aromatic. A heteroaryl group includes a benzofused ring system having 2 to 3 rings. For example, a benzofused group includes benzo fused with one or two 3-8 membered heterocycloaliphatic moieties (e.g., indolizyl, indolyl, isoindolyl, 3H-indolyl, indolinyl, benzo[b]furyl, benzo[b]thiophenyl, quinolinyl, or isoquinolinyl). Some examples of heteroaryl are azetidinyl, pyridyl, 1H indazolyl, furyl, pyrrolyl, thienyl, thiazolyl, oxazolyl, imidazolyl, tetrazolyl, benzofuryl, isoquinolinyl, benzthiazolyl, xanthene, thioxanthene, phenothiazine, dihydroindole, benzo[1,3]dioxole, benzo[b]furyl, benzo[b]thiophenyl, indazolyl, benzimidazolyl, benzthiazolyl, puryl, cinnolyl, quinolyl, quinazolyl,cinnolyl, phthalazyl, quinazolyl, quinoxalyl, isoquinolyl, 4H-quinolizyl, benzo-1,2,5-thiadiazolyl, or 1,8-naphthyridyl. 10551 Without limitation, monocyclic heteroaryls include furyl, thiophenyl, 2H-pyrrolyl, pyrrolyl, oxazolyl, thazolyl, imidazolyl, pyrazolyl, isoxazolyl, isothiazolyl, 1,3,4-thiadiazolyl, 2H-pyranyl, 4-H-pranyl, pyridyl, pyridazyl, pyrimidyl, pyrazolyl, pyrazyl, or 1,3,5-triazyl. Monocyclic heteroaryls are numbered according to standard chemical nomenclature. [0561 Without limitation, bicyclic heteroaryls include indolizyl, indolyl, isoindolyl, 3H indolyl, indolinyl, benzo[b] furyl, benzo[b]thiophenyl, quinolinyl, isoquinolinyl, indolizyl, isoindolyl, indolyl, benzo(b]furyl, benzo[b]thiophenyl, indazolyl, benzimidazyl, benzthiazolyl, purinyl, 4H-quinolizyl, quinolyl, isoquinolyl, cinnolyl, phthalazyl, quinazolyl, quinoxalyl, 1,8-naphthyridyl, or pteridyl. Bicyclic heteroaryls are numbered according to standard chemical nomenclature. 10571 A heteroaryl is optionally substituted with one or more substituents such as aliphatic [e.g., alkyl, alkenyl, or alkynyl]; cycloaliphatic; (cycloaliphatic)aliphatic; 15 heterocycloaliphatic; (heterocycloaliphatic)aliphatic; aryl; heteroaryl; alkoxy; (cycloaliphatic)oxy; (heterocycloaliphatic)oxy; aryloxy; heteroaryloxy; (araliphatic)oxy; (heteroaraliphatic)oxy; aroyl; heteroaroyl; amino; oxo (on a non-aromatic carbocyclic or heterocyclic ring of a bicyclic or tricyclic heteroaryl); carboxy; amido; acyl [ e.g., aliphaticcarbonyl; (cycloaliphatic)carbonyl; ((cycloaliphatic)aliphatic)carbonyl; (araliphatic)carbonyl; (heterocycloaliphatic)carbonyl; ((heterocycloaliphatic)aliphatic)carbonyl; or (heteroaraliphatic)carbonyl]; sulfonyl [e.g., aliphaticsulfonyl or aminosulfonyl]; sulfinyl [e.g., aliphaticsulfinyl]; sulfanyl [e.g., aliphaticsulfanyl]; nitro; cyano; halo; hydroxy; mercapto; sulfoxy; urea; thiourea; sulfamoyl; sulfamide; or carbamoyl. Alternatively, a heteroaryl can be unsubstituted. [0581 Non-limiting examples of substituted heteroaryls include (halo)heteroaryl [e.g., mono- and di-(halo)heteroaryl]; (carboxy)heteroaryl [e.g., (alkoxycarbonyl)heteroaryl]; cyanoheteroaryl; aminoheteroaryl [e.g., ((alkylsulfonyl)amino)heteroaryl and((dialkyl)amino)heteroaryl]; (amido)heteroaryl [e.g., aminocarbonylheteroaryl, ((alkylcarbonyl)amino)heteroaryl, ((((alkyl)amino)alkyl)aminocarbonyl)heteroaryl, (((heteroaryl)amino)carbonyl)heteroaryl, ((heterocycloaliphatic)carbonyl)heteroaryl, and ((alkylcarbonyl)amino)heteroaryl]; (cyanoalkyl)heteroaryl; (alkoxy)heteroaryl; (sulfamoyl)heteroaryl [e.g., (aminosulfonyl)heteroaryl]; (sulfonyl)heteroaryl [e.g., (alkylsulfonyl)heteroaryl]; (hydroxyalkyl)heteroaryl; (alkoxyalkyl)heteroaryl; (hydroxy)heteroaryl; ((carboxy)alkyl)heteroaryl; [((dialkyl)amino)alkyl]heteroaryl; (heterocycloaliphatic)heteroaryl; (cycloaliphatic)heteroaryl; (nitroalkyl)heteroaryl; (((alkylsulfonyl)amino)alkyl)heteroaryl; ((alkylsulfonyl)alkyl)heteroaryl; (cyanoalkyl)heteroaryl; (acyl)heteroaryl [e.g., (alkylcarbonyl)heteroaryl]; (alkyl)heteroaryl, and (haloalkyl)heteroaryl [e.g., trihaloalkylheteroaryl]. 10591 A "heteroaraliphatic" (such as a heteroaralkyl group) as used herein, refers to an aliphatic group (e.g., a C1 alkyl group) that is substituted with a heteroaryl group. "Aliphatic," "alkyl," and "heteroaryl" have been defined above. 1060] A "heteroaralkyl" group, as used herein, refers to an alkyl group (e.g., a C 1 g alkyl group) that is substituted with a heteroaryl group. Both "alkyl" and "heteroaryl" have been defined above. A heteroaralkyl is optionally substituted with one or more substituents such as alkyl (including carboxyalkyl, hydroxyalkyl, and haloalkyl such as trifluoromethyl), alkenyl, alkynyl, cycloalkyl, (cycloalkyl)alkyl, heterocycloalkyl, (heterocycloalkyl)alkyl, aryl, heteroaryl, alkoxy, cycloalkyloxy, heterocycloalkyloxy, aryloxy, heteroaryloxy, 16 aralkyloxy, heteroaralkyloxy, aroyl, heteroaroyl, nitro, carboxy, alkoxycarbonyl, alkylcarbonyloxy, aminocarbonyl, alkylcarbonylamino, cycloalkylcarbonylamino, (cycloalkylalkyl)carbonylamino, arylcarbonylamino, aralkylcarbonylamino, (heterocycloalkyl)carbonylamino, (heterocycloalkylalkyl)carbonylamino, heteroarylcarbonylamino, heteroaralkylcarbonylamino, cyano, halo, hydroxy, acyl, mercapto, alkylsulfanyl, sulfoxy, urea, thiourea, sulfamoyl, sulfamide, oxo, or carbamoyl. 10611 As used herein, "cyclic moiety" includes cycloalkyl, heterocycloalkyl, cycloalkenyl, heterocycloalkenyl, aryl, or heteroaryl, each of which has been defined previously. [062] As used herein, an "acyl" group refers to a formyl group or RX-C(O)- (such as -alkyl C(O)-, also referred to as "alkylcarbonyl") where RX and "alkyl" have been defined previously. Acetyl and pivaloyl are examples of acyl groups. 10631 As used herein, an "aroyl" or "heteroaroyl" refers to an aryl-C(O)- or a heteroaryl C(O)-. The aryl and heteroaryl portion of the aroyl or heteroaroyl is optionally substituted as previously defined. 10641 As used herein, an "alkoxy" group refers to an alkyl-O- group where "alkyl" has been defined previously. 10651 As used herein, a "carbamoyl" group refers to a group having the structure -O-CO NRxR or -NRX-CO-O-Rz wherein RX and RY have been defined above and RZ can be aliphatic, aryl, araliphatic, heterocycloaliphatic, heteroaryl, or heteroaraliphatic. 10661 As used herein, a "carboxy" group refers to -COOH, -COOR, -OC(O)H, -OC(O)Rx when used as a terminal group; or -OC(O)- or -C(0)0- when used as an internal group. 10671 As used herein, a "haloaliphatic" group refers to an aliphatic group substituted with 1, 2, or 3 halogen atoms. For instance, the term haloalkyl includes the group -CF 3 . 10681 As used herein, a "mercapto" group refers to -SH. [0691 As used herein, a "sulfo" group refers to -SO 3 H or -SO 3 RX when used terminally or S(0) 3 - when used internally. 10701 As used herein, a "sulfamide" group refers to the structure -NR-S(O) 2 -NRYRZ when used terminally and -NRX-S(O) 2 -NRY- when used internally, wherein RX, R , and RZ have been defined above. [0711 As used herein, a "sulfamoyl" group refers to the structure -S(O) 2 -NRXRY or -NRX S(O)2-Rz when used terminally; or -S(O)2-NRx- or -NRx -S(0) 2 - when used internally, 17 wherein RX, R , and RZ are defined above. [0721 As used herein a "sulfanyl" group refers to -S-Rx when used terminally and -S- when used internally, wherein RX has been defined above. Examples of sulfanyls include alkylsulfanyl. [0731 As used herein a "sulfinyl" group refers to -S(O)-Rx when used terminally and -S(O) when used internally, wherein Rx has been defined above. 10741 As used herein, a "sulfonyl" group refers to-S(0) 2 -Rx when used terminally and S(0) 2 - when used internally, wherein RX has been defined above. 10751 As used herein, a "sulfoxy" group refers to -O-SO-RX or -SO-0-RX, when used terminally and -0-S(O)- or -S(O)-O- when used internally, where Rx has been defined above. [0761 As used herein, a "halogen" or "halo" group refers to fluorine, chlorine, bromine or iodine. 10771 As used herein, an "alkoxycarbonyl," which is encompassed by the term carboxy, used alone or in connection with another group refers to a group such as alkyl-0-C(O)-. 10781 As used herein, an "alkoxyalkyl" refers to an alkyl group such as alkyl-0-alkyl-, wherein alkyl has been defined above. [0791 As used herein, a "carbonyl" refer to -C(0)-. 10801 As used herein, an "oxo" refers to =0. 1081] As used herein, an "aminoalkyl" refers to the structure RxRYN-alkyl-. [082] As used herein, a "cyanoalkyl" refers to the structure (NC)-alkyl-. [0831 As used herein, a "urea" group refers to the structure -NRX-CO-NRRz and a "thiourea" group refers to the structure -NRX-CS-NRYRz when used terminally and -NRX CO-NR - or -NRX-CS-NRY- when used internally, wherein R , R , and RZ have been defined above. [0841 As used herein, a "guanidino" group refers to the structure -N=C(N (RX RY))N(RxRY) wherein Rx and R have been defined above. 10851 As used herein, the term "amidino" group refers to the structure -C=(NRx)N(RxRy) wherein RX and RY have been defined above. 10861 In general, the term "vicinal" refers to the placement of substituents on a group that includes two or more carbon atoms, wherein the substituents are attached to adjacent carbon 18 atoms. [087) In general, the term "geminal" refers to the placement of substituents on a group that includes two or more carbon atoms, wherein the substituents are attached to the same carbon atom. 1088] The terms "terminally" and "internally" refer to the location of a group within a substituent. A group is terminal when the group is present at the end of the substituent not further bonded to the rest of the chemical structure. Carboxyalkyl, i.e., RxO(O)C-alkyl is an example of a carboxy group used terminally. A group is internal when the group is present in the middle of a substituent to at the end of the substituent bound to the rest of the chemical structure. Alkylcarboxy (e.g., alkyl-C(O)O- or alkyl-OC(O)-) and alkylcarboxyaryl (e.g., alkyl-C(O)O-aryl- or alkyl-O(CO)-aryl-) are examples of carboxy groups used internally. 10891 As used herein, "cyclic group" includes mono-, bi-, and tri-cyclic ring systems including cycloaliphatic, heterocycloaliphatic, aryl, or heteroaryl, each of which has been previously defined. 1090] As used herein, a "bridged bicyclic ring system" refers to a bicyclic heterocyclicalipahtic ring system or bicyclic cycloaliphatic ring system in which the rings are bridged. Examples of bridged bicyclic ring systems include, but are not limited to, adamantanyl, norbomanyl, bicyclo[3.2.1]octyl, bicyclo[2.2.2]octyl, bicyclo[3.3.1 ]nonyl, bicyclo[3.2.3]nonyl, 2-oxa-bicyclo[2.2.2]octyl, I-aza-bicyclo[2.2.2]octyl, 3-aza bicyclo[3.2.1 ]octyl, and 2,6-dioxa-tricyclo[3.3.1.03,7]nonyl. A bridged bicyclic ring system can be optionally substituted with one or more substituents such as alkyl (including carboxyalkyl, hydroxyalikyl, and haloalkyl such as trifluoromethyl), alkenyl, alkynyl, cycloalkyl, (cycloalkyl)alkyl, heterocycloalkyl, (heterocycloalkyl)alkyl, aryl, heteroaryl, alkoxy, cycloalkyloxy, heterocycloalkyloxy, aryloxy, heteroaryloxy, aralkyloxy, heteroaralkyloxy, aroyl, heteroaroyl, nitro, carboxy, alkoxycarbonyl, alkylcarbonyloxy, aminocarbonyl, alkylcarbonylamino, cycloalkylcarbonylamino, (cycloalkylalkyl)carbonylamino, arylcarbonylamino, aralkylcarbonylamino, (heterocycloalkyl)carbonylamino, (heterocycloalkylalkyl)carbonylamino, heteroarylcarbonylamino, heteroaralkylcarbonylamino, cyano, halo, hydroxy, acyl, mercapto, alkylsulfanyl, sulfoxy, urea, thiourea, sulfamoyl, sulfamide, oxo, or carbamoyl. 10911 As used herein, an "aliphatic chain" refers to a branched or straight aliphatic group (e.g., alkyl groups, alkenyl groups, or alkynyl groups). A straight aliphatic chain has the structure -[CH 2 ]v-, where v is 1-6. A branched aliphatic chain is a straight aliphatic chain that 19 is substituted with one or more aliphatic groups. A branched aliphatic chain has the structure -[CHQ],- where Q is hydrogen or an aliphatic group; however, Q shall be an aliphatic group in at least one instance. The term aliphatic chain includes alkyl chains, alkenyl chains, and alkynyl chains, where alkyl, alkenyl, and alkynyl are defined above. 10921 The phrase "optionally substituted" is used interchangeably with the phrase "substituted or unsubstituted." As described herein, compounds of the invention can optionally be substituted with one or more substituents, such as are illustrated generally above, or as exemplified by particular classes, subclasses, and species of the invention. As described herein, the variables R 1 , R 2 , R 3 , and R 4 , and other variables contained therein formulae I encompass specific groups, such as alkyl and aryl. Unless otherwise noted, each of the specific groups. for the variables RI, R 2 , R 3 , and R 4 , and other variables contained therein can be optionally substituted with one or more substituents described herein. Each substituent of a specific group is further optionally substituted with one to three of halo, cyano, oxoalkoxy, hydroxy, amino, nitro, aryl, haloalkyl, and alkyl. For instance, an alkyl group can be substituted with alkylsulfanyl and the alkylsulfanyl can be optionally substituted with one to three of halo, cyano, oxoalkoxy, hydroxy, amino, nitro, aryl, haloalkyl, and alkyl. As an additional example, the cycloalkyl portion of a (cycloalkyl)carbonylamino can be optionally substituted with one to three of halo, cyano, alkoxy, hydroxy, nitro, haloalkyl, and alkyl. When two alkoxy groups are bound to the same atom or adjacent atoms, the two alkxoy groups can form a ring together with the atom(s) to which they are bound. [0931 In general, the term "substituted," whether preceded by the term "optionally" or not, refers to the replacement of hydrogen radicals in a given structure with the radical of a specified substituent. Specific substituents are described above in the definitions and below in the description of compounds and examples thereof. Unless otherwise indicated, an optionally substituted group can have a substituent at each substitutable position of the group, and when more than one position in any given structure can be substituted with more than one substituent independently selected from a specified group, the substituent can be either the same or different at every position. A ring substituent, such as a heterocycloalkyl, can be bound to another ring, such as a cycloalkyl, to form a spiro-bicyclic ring system, e.g., both rings share one common atom. As one of ordinary skill in the art will recognize, combinations of substituents envisioned by this invention are those combinations that result in the formation of stable or chemically feasible compounds. [0941 The phrase "up to" as used herein, refers to zero or any integer number that is equal or 20 less than the number following the phrase. For example, "up to 3" means any one of 0, 1, 2, and 3. [0951 The phrase "stable or chemically feasible," as used herein, refers to compounds that are not substantially altered when subjected to conditions to allow for their production, detection, and preferably their recovery, purification, and use for one or more of the purposes disclosed herein. In some embodiments, a stable compound or chemically feasible compound is one that is not substantially altered when kept at a temperature of 40" C or less, in the absence of moisture or other chemically reactive conditions, for at least a week. 10961 As used herein, an effective amount is defined as the amount required to confer a therapeutic effect on the treated patient, and is typically determined based on age, surface area, weight, and condition of the patient. The interrelationship of dosages for animals and humans (based on milligrams per meter squared of body surface) is described by Freireich et al., Cancer Chemother. Rep., 50: 219 (1966). Body surface area may be approximately determined from height and weight of the patient. See, e.g., Scientific Tables, Geigy Pharmaceuticals, Ardsley, New York, 537 (1970). As used herein, "patient" refers to a mammal, including a human. 10971 Unless otherwise stated, structures depicted herein are also meant to include all isomeric (e.g., enantiomeric, diastereomeric, and geometric (or conformational)) forms of the structure; for example, the R and S configurations for each asymmetric center, (Z) and (E) double bond isomers, and (Z) and (E) conformational isomers. Therefore, single stereochemical isomers as well as enantiomeric, diastereomeric, and geometric (or conformational) mixtures of the present compounds are within the scope of the invention. Unless otherwise stated, all tautomeric forms of the compounds of the invention are within the scope of the invention. Additionally, unless otherwise stated, structures depicted herein are also meant to include compounds that differ only in the presence of one or more isotopically enriched atoms. For example, compounds having the present structures except for the replacement of hydrogen by deuterium or tritium, or the replacement of a carbon by a "C- or ' 4 C-enriched carbon are within the scope of this invention. Such compounds are useful, for example, as analytical tools or probes in biological assays. COMPOUNDS 10981 Compounds of the present invention are useful modulators of ABC transporters and are useful in the treatment of ABC transporter mediated diseases. 21 A. Generic Compounds 10991 The present invention includes a compound of formula I,

R

2 A N O (R1)n or a pharmaceutically acceptable salt thereof. [01001 A method of modulating the number of functional ABC transporters in a membrane of a cell comprising the step of contacting said cell with a compound of formula I:

R

2 A N O 41 1 0

(R

1 )n or a pharmaceutically acceptable salt thereof, wherein: Each R, is an optionally substituted CI-6 aliphatic, an optionally substituted aryl, an optionally substituted heteroaryl, an optionally substituted C 3 .1 0 cycloaliphatic, or an optionally substituted 4 to 10 membered heterocycloaliphatic, carboxy [e.g., hydroxycarbonyl or alkoxycarbonyl], alkoxy, amido [e.g., aminocarbonyl], amino, halo, cyano, alkylsulfanyl, or hydroxy; provided that at least one R, is an optionally substituted aryl or an optionally substituted heteroaryl and said R, is attached to the 3- or 4- position of the phenyl ring; Each R 2 is hydrogen, an optionally substituted CI.6 aliphatic, an optionally substituted C3- 6 cycloaliphatic, an optionally substituted phenyl, or an optionally substituted heteroaryl; Each 114 is an optionally substituted aryl or an optionally substituted heteroaryl; Each n is 1, 2, 3, 4 or 5; and 22 Ring A is an optionally substituted cycloaliphatic or an optionally substituted heterocycloaliphatic where the atoms of ring A adjacent to C* are carbon atoms, and each of which is optionally substituted with 1, 2, or 3 substituents. B. Specific Embodiments 1. Substituent R 1 [0101] Each R, is an optionally substituted Ci- 6 aliphatic, an optionally substituted aryl, an optionally substituted heteroaryl, an optionally substituted C 3

.

1 0 cycloaliphatic, an optionally substituted 4 to 10 membered heterocycloaliphatic, carboxy [e.g., hydroxycarbonyl or alkoxycarbonyl], amido [e.g., aminocarbonyl], amino, halo, alkoxy, or hydroxy. 10102] In some embodiments, one R, is an optionally substituted C 1 -6 aliphatic. In several examples, one R 1 is an optionally substituted C 1

-

6 alkyl, an optionally substituted C 2 -6 alkenyl, or an optionally substituted C 2 .6 alkynyl. In several examples, one R, is C 1

-

6 alkyl, C2-6 alkenyl, or C 2

-

6 alkynyl. [01031 In several embodiments, one R, is an aryl or heteroaryl with 1, 2, or 3 substituents. In several examples, one R, is a monocyclic aryl or heteroaryl. In several embodiments, R, is an aryl or heteroaryl with 1, 2, or 3 substituents. In several examples, R, is a monocyclic aryl or heteroaryl. [01041 In several embodiments, at least one R, is an optionally substituted aryl or an optionally substituted heteroaryl and R 1 is bonded to the core structure at the 4-position on the phenyl ring. [01051 In several embodiments, at least one Ri is an optionally substituted aryl or an optionally substituted heteroaryl and R, is bonded to the core structure at the 3-position on the phenyl ring. [0106] In several embodiments, one Ri is phenyl with up to 3 substituents. In several embodiments, R, is phenyl with up to 2 substituents. [01071 In several embodiments, one R, is a heteroaryl ring with up to 3 substituents. In certain embodiments, one R, is a monocyclic heteroaryl ring with up to 3 substituents. In other embodiments, one R, is a bicyclic heteroaryl ring with up to 3 substituents. In several embodiments, R, is a heteroaryl ring with up to 3 substituents. 101081 In some embodiments, one R, is an optionally substituted C 3 .10 cycloaliphatic or an optionally substituted 3-8 membered heterocycloaliphatic. In several examples, one R, is a 23 monocyclic cycloaliphatic substituted with up to 3 substituents. In several examples, one R 1 is a monocyclic heterocycloaliphatic substituted with up to 3 substituents. In one embodiment, one R, is a 4 membered heterocycloaliphatic having one ring member selected from oxygen, nitrogen (including NH and NRX), or sulfur (including S, SO, and SO 2 ); wherein said heterocycloaliphatic is substituted with up to 3 substitutents. In one example, one R, is 3-methyloxetan-3-yl. 101091 In several embodiments, one R, is carboxy [e.g., hydroxycarbonyl or alkoxycarbonyl]. Or, one R, is amido [e.g., aminocarbonyl]. Or, one R, is amino. Or, is halo. Or, is cyano. Or, hydroxy. [01101 In some embodiments, R, is hydrogen, methyl, ethyl, iso-propyl, tert-butyl, cyclopropyl, cyclobutyl, cyclopentyl, cyclohexyl, allyl, F, Cl, methoxy, ethoxy, iso-propoxy, tert-butoxy, CF 3 , OCF 3 , SCH 3 , SCH 2

CH

3 , CN, hydroxy, or amino. In several examples, R, is hydrogen, methyl, ethyl, iso-propyl, tert-butyl, methoxy, ethoxy, SCH 3 , SCH2CH 3 , F, Cl,

CF

3 , or OCF 3 . In several examples, R, can be hydrogen. Or, R, can be methyl. Or, R, can be ethyl. Or, R, can be iso-propyl. Or, R, can be tert-butyl. Or, Ri can be F. Or, R, can be Cl. Or, R, can be OH. Or, R, can be OCF 3 . Or, R, can be CF 3 . Or, R, can be methoxy. Or, R, can be ethoxy. Or, R, can be SCH 3 . 101111 In several embodiments, R, is substituted with no more than three substituents independently selected from halo, oxo, or optionally substituted aliphatic, cycloaliphatic, heterocycloaliphatic, amino [e.g., (aliphatic)amino], amido [e.g., aminocarbonyl, ((aliphatic)amino)carbonyl, and ((aliphatic) 2 amino)carbonyl], carboxy [e.g., alkoxycarbonyl and hydroxycarbonyl), sulfamoyl [e.g., aminosulfonyl, ((aliphatic) 2 amino)sulfonyl, ((cycloaliphatic)aiphatic)aminosulfonyl, and ((cycloaliphatic)amino)sulfonyl], cyano, alkoxy, aryl, heteroaryl [e.g., monocyclic heteroaryl and bicycloheteroaryl], sulfonyl [e.g., aliphaticsulfonyl or (heterocycloaliphatic)sulfonyl], sulfinyl [e.g., aliphaticsulfinyl], aroyl, heteroaroyl, or heterocycloaliphaticcarbonyl. 101121 In several embodiments, R, is substituted with halo. Examples of R, substituents include F, Cl, and Br. In several examples, R, is substituted with F. [01131 In several embodiments, R, is substituted with an optionally substituted aliphatic. Examples of R, substituents include optionally substituted alkoxyaliphatic, heterocycloaliphatic, aminoalkyl, hydroxyalkyl, (heterocycloalkyl)aliphatic, alkylsulfonylaliphatic, alkylsulfonylaninoaliphatic, alkylcarbonylaminoaliphatic, alkylaminoaliphatic, or alkylcarbonylaliphatic. 24 [01141 In several embodiments, Rt is substituted with an optionally substituted amino. Examples of R, substituents include aliphaticcarbonylamino, aliphaticamino, arylanino, or aliphaticsulfonylamin o. [01151 In several embodiments, Ri is substituted with a sulfonyl. Examples of R, include heterocycloaliphatic sulfonyl, aliphatic sulfonyl, aliphaticaminosulfonyl, aminosulfonyl, aliphaticcarbonylaminosulfonyl, alkoxyalkylheterocycloalkylsulfonyl, alkylheterocycloalkylsulfonyl, alkylaminosulfonyl, cycloalkylaminosulfonyl, (heterocycloalkyl)alkylaminosulfonyl, and heterocycloalkylsulfonyl. [01161 In several embodiments, R, is substituted with carboxy. Examples of R, substituents include alkoxycarbonyl and hydroxycarbonyl. [01171 In several embodiments R, is substituted with amido. Examples of R, substituents include alkylaminocarbonyl, aminocarbonyl, ((aliphatic) 2 amino)carbonyl, and [((aliphatic)aminoaliphatic)amino]carbonyl. 101181 In several embodiments, R, is substituted with carbonyl. Examples of R, substituents include arylcarbonyl, cycloaliphaticcarbonyl, heterocycloaliphaticcarbonyl, and heteroarylcarbonyl. [01191 In several embodiments, each R, is a hydroxycarbonyl, hydroxy, or halo. 101201 In some embodiments, R, is hydrogen. In some embodiments, Ri is -ZER 9 , wherein each ZE is independently a bond or an optionally substituted branched or straight C 1

-

6 aliphatic chain wherein up to two carbon units of ZE are optionally and independently replaced by -CO-, -CS-, -CONRE-, -CONRENRE-,

-CO

2 -, -OCO-, -NRECO 2 -, -O, NRECONRE-, -OCONR E_ -NRENR E-, -NR ECO-, -- , -SO-, -SO2-, -NR E-, -SO 2 NR E_

NRESO

2 -, or -NRESO 2 NRE-. Each R 9 is hydrogen, R E, halo, -OH, -NIH 2 , -NO 2 , -CN, -CF 3 , or

-OCF

3 . Each RE is independently a C 1 .g aliphatic group, a cycloaliphatic, a heterocycloaliphatic, an aryl, or a heteroaryl, each of which is optionally substituted with 1, 2, or 3 of RA. Each RA is -Z R 5 , wherein each ZA is independently a bond or an optionally substituted branched or straight C 1 -6 aliphatic chain wherein up to two carbon units of ZA are optionally and independently replaced by -CO-, -CS-, -CONR -, -CONRBNRB-,

-CO

2 -, OCO-, -NR3CO 2 -, -0-, -NR'CONRB-, -OCONR -, -NRRNRS-, -NRBCO-, -S-, -SO-, SO 2 -, -NR B-, -SO 2 NRB-, -NRBSO 2 -, or -NRBSO 2 NRB-. Each R 5 is independently RB, halo, -B(OH) 2 , -OH, -NH 2 , -NO 2 , -CN, -CF 3 , or -OCF 3 . Each RB is independently hydrogen, an optionally substituted C 18 aliphatic group, an optionally substituted cycloaliphatic, an optionally substituted heterocycloaliphatic, an optionally substituted aryl, 25 or an optionally substituted heteroaryl. [01211 In several embodiments, R, is -- ZER 9 , wherein each ZE is independently a bond or an optionally substituted branched or straight C 1 .6 aliphatic chain wherein up to two carbon units of ZE are optionally and independently replaced by -cO-, -CONRE-, -CO 2 -, -0-, -S-, SO-, -SO 2 -, -NRE-, or -SO 2 NR E-. Each R 9 is hydrogen, RE, halo, -OH, -NH 2 , -CN, -CF 3 , or

-OCF

3 . Each RE is independently an optionally substituted group selected from C 1 .g aliphatic group, cycloaliphatic, heterocycloaliphatic, aryl, and heteroaryl. In one embodiment, ZE is a bond. In one embodiment, ZE is a straight C 1 -6 aliphatic chain, wherein one carbon unit of ZE is optionally replaced by -CO-, -CONRE-, -CO 2 -, -0-, or -NRE-. In one embodiment, ZE is a

C

1

.

6 alkyl chain. In one embodiment, ZE is -CH 2 -. In one embodiment, ZE is -GO-. In one embodiment, ZE is -C02-. In one embodiment, ZE is -CONRE. [01221 In some embodiments,

R

9 is H, -NH 2 , hydroxy, -CN, or an optionally substituted group selected from C 1 .s aliphatic, C 3

.

8 cycloaliphatic, 3-8 membered heterocycloaliphatic, C6- 1 o aryl, and 5-10 membered heteroaryl. In one embodiment, R 9 is H. In one embodiment,

R

9 is is hydroxy. Or, R 9 is -NH 2 . Or, R 9 is -CN. In some embodiments, R 9 is an optionally substituted 3-8 membered heterocycloaliphatic, having 1, 2, or 3 ring members independently selected from nitrogen (including NH and NRx), oxygen, and sulfur (including S, SO, and S02). In one embodiment, R9 is an optionally substituted five membered heterocycloaliphatic with one nitrogen (including NH and NRX) ring member. In one embodiment, R9 is an optionally substituted pyrrolidin-1-yl. Examples of said optionally substituted pyrrolidin-1-yl include pyrrolidin-1-yl and 3-hydroxy-pyrrolidin-1-yl. In one embodiment, R 9 is an optionally substituted six membered heterocycloaliphatic with two heteroatoms independently selected from nitrogen (including NH and NRx) and oxygen. In one embodiment, R 9 is morpholin-4-yl. In some embodiments, R 9 is an optionally substituted 5 10 membered heteroaryl. In one embodiment, R 9 is an optionally substituted 5 membered heteroaryl, having 1, 2, 3, or 4 ring members independently selected from nitrogen (including NH and NRX), oxygen, and sulfur (including S, SO, and SO 2 ). In one embodiment, R 9 is I H tetrazol-5-yl. [01231 In one embodiment, one R, is ZER 9 ; wherein ZE is CL 2 and R 9 is I1H-tetrazol-5-yl. In one embodiment, one R, is ZER,; wherein ZE is CH 2 and R9 is morpholin-4-yl. In one embodiment, one R, is ZERg; wherein ZE is CH 2 and R 9 is pyrrolidin-1-yl. In one embodiment, one R, is ZER9; wherein ZE is CH 2 and R 9 is 3-hydroxy-pyrrolidin-1-yl. In one embodiment, one R, is ZER 9 ; wherein ZE is CO and R 9 is 3-hydroxy-pyrrolidin-1-yl. 26 [01241 In some embodiments, R1 is selected from CH 2 OH, COOH, CH 2 0CH 3 , COOCH 3 ,

CH

2 NH2, CH 2

NHCH

3 , CH 2 CN, CONHCH3, CH 2 CONH2, CH 2

OCH

2

CH

3 , CH 2

N(CH

3

)

2 ,

CON(CH

3 )2, CH 2

NHCH

2

CH

2 OH, CH 2

NHCH

2

CH

2 COOH, CH 2 OCH(CH3) 2 ,

CONHCH(CH

3

)CH

2 OH, or CONHCH(tert-butyl)CH2OH. 101251 In several embodiments, R, is halo, or Ri is C1-6 aliphatic, aryl, heteroaryl, alkoxy, cycloaliphatic, heterocycloaliphatic, each of which is optionally substituted with 1, 2, or 3 of R^; or R, is halo; wherein each RA is -ZAR, each Z^ is independently a bond or an optionally substituted branched or straight C1.6 aliphatic chain wherein up to two carbon units of ZA are optionally and independently replaced by -CO-, -CS-, -CONR-, -CONRONR-,

-CO

2 -, OCO-, -NR"CO 2 -, -0-, -NRBCONRB-, -OCONRB-, -NRBNRB-, -NRBCO-, -S-, -SO-, -S02 , -NR"-, -SO 2

NR

8 -, -NR3SO 2 -, or -NRBSO 2 NRB-; each R 5 is independently RB, halo, B(OH)2, -OH, -NH 2 , -NO 2 , -CN, -CF 3 , or -OCF 3 ; and each RB is hydrogen, optionally substituted C,.4.aliphatic, optionally substituted C 3

.

6 cycloaliphatic, optionally substituted heterocycloaliphatic, optionally substituted phenyl, or optionally substituted heteroaryl. 101261 In some embodiments, ZA is independently a bond or an optionally substituted branched or straight C,- 6 aliphatic chain wherein up to two carbon units of ZA are optionally and independently replaced by -CO-, -CS-, -CONRB-, -CONRONR 8 -, -CO2-, -OCO-, NRBCO 2 -, -O-, -NRBCONRB-, -OCONRB-, -NRBNRB_, BNRBCO-, -S-, -SO-, -S02-, -NR B,

-SO

2 NRB-* -NRBSO 2 -, or -NRBSO 2 NRB-. In one embodiment, ZA is a bond. In some embodiments, ZA is an optionally substituted straight or branched C 1 -6 aliphatic chain wherein up to two carbonunites of ZA are optionally and independently replaced by -CO-, CS-, -CONRB-, -CONRBNRB-, -CO 2 -, -OCO-, -NRBCO 2 -, -O-, -NRBCONRB.-, -OCONRB-, NRBNRB-, -NRBCO-, -S-, -SO-, -SO 2 -, -NRB-, -SO 2 NRB-, -NR"S02-, or -NRBSO 2 NR-. In one embodiment, ZA is an optionally substituted straight or branched C1_6 alkyl chain wherein up to two carbon units of ZA is optionally replaced by -0-, -NHC(O)-, -C(O)NRB-, -S02-, NHSO 2 -, -NHC(O)-, -SO-, -NRBSO 2 -, -SO 2 NH-, -SO 2 NRB-, -NH-, or -C(O)O-. In one embodiment, ZA is an optionally substituted straight or branched C 1

.

6 alkyl chain wherein one carbon unit of ZA is optionally replaced by -0-, -NHC(O)-, -C(O)NRB-, -SO 2 -, -NHSO 2 -, NHC(O)-, -SO-, -NRBS02-, -SO 2 NH-, -SO 2 NRB-, -NH-, or -C(O)O-. In one embodiment, Z^ is an optionally substituted straight or branched C 1 -6 alkyl chain wherein one carbon unit of ZA is optionally replaced by -CO-, -CONRB_, -CO 2 -, -0-, -NRBCO-, -SO 2 -, -NRB-, -SO 2 NR B_ , or -NRBSO 2 -. In one embodiment, ZA is an optionally substituted straight or branched C1_6 alkyl chain wherein one carbon unit of ZA is optionally replaced by -SO 2 -, -CONRB-, or SO 2 NR-. In one embodiment, ZA is -CH 2 - or -CH 2

CH

2 -. In one embodiment, ZA is an 27 optionally substituted straight or branched C 1- 6 alkyl chain wherein one carbon unit of ZA is optionally replaced by -CO-, -CONR 8 -, -CO 2 -, -0-, -NHCO-, -SO-, -SO 2 -, -NRB-, -SO 2 NRB-, or -NRBSO 2 -. In some embodiments, ZA is -C02-, -CH 2 CO2-, -CH 2

CH

2 CO2-, CH(NH2)CH2CO2-, or -CH(CH 3

)CH

2 CO2-. In some embodiments, Z^ is -CONH-, -NHCO-, or -CON(CH 3 )-. In some embodiments, Z^ is -0-. Or, Z^ is -SO-, -SO 2 -, -SO 2 NH-, or SO 2 N(CH3). In one embodiment, Z is an optionally substituted branched or straight C1- 6 aliphatic chain wherein one carbon unit of ZA is optionally replaced by -SO 2 -. [01271 In some embodiments, Rs is H, F, Cl, -B(OH) 2 , -OH, -NH 2 , -CF 3 , -OCF 3 , or -CN. In one embodiment,

R

5 is H. Or, Rs is F. Or, R 5 is Cl. Or, R 5 is -B(OH)2. Or, Rs is -OH. Or,

R

5 is -NH 2 . Or, Rs is -CF 3 . Or, R 5 is -OCF 3 . Or, Rs is -CN. [01281 In some embodiments,

R

5 is an optionally substituted C_ aliphatic. In one embodiment, Rs is an optionally substituted C1A alkyl. In one embodiment,

R

5 is methyl, ethyl, iso-propyl, or tert-butyl. In one embodiment,

R

5 is an optionally substituted aryl. In one embodiment,

R

5 is an optionally substituted phenyl. In some embodiments,

R

5 is an optionally substituted heteroaryl or an optionally substituted heterocycloaliphatic. In some embodiments,

R

5 is an optionally substituted heteroaryl. In one embodiment,

R

5 is an optionally substituted monocylic heteroaryl, having 1, 2, 3, or 4 ring members optionally and independently replaced with nitrogen (including NH and NRX), oxygen or sulfur (including S, SO, and SO 2 ). In one embodiment,

R

5 is an optionally substituted 5 membered heteroaryl. In one embodiment, Rs is lH-tetrazol-5-yl. In one embodiment,

R

5 is an optionally substituted bicylic heteroaryl. In one embodiment,

R

5 is a 1,3-dioxoisoindolin-2-yl. In some embodiments, R 5 is an optionally substituted heterocycloaliphatic having I or 2 nitrogen (including NH and NRX) atoms and Rs attaches directly to -SO 2 - via one ring nitrogen. 101291 In some embodiments, two occurrences of RA, taken together with carbon atoms to which they are attached, form an optionally substituted 3-8 membered saturated, partially unsaturated, or aromatic ring, having up to 4 ring members optionally and independently replaced with nitrogen (including NH and NRX), oxygen, or sulfur (including S, SO, and SO2). In some embodiments, two occurrences of RA, taken together with carbon atoms to which they are attached, form C4..s cycloaliphatic ring optionally substituted with 1, 2, or 3 substituents independently selected from oxo, =NRB, =N-N(RB) 2 , halo, CN, CO 2 , CF 3 , OCF 3 , OH, SRB, S(O)RB, SO 2 RB, NH 2 , NHRB, N(RO)2, COOH, COORB, ORB, or RB. in one embodiment, said cycloaliphatic ring is substituted with oxo. In one embodiment, said 28 0 cycloaliphatic ring is . 101301 In some embodiments, two occurrences of RA, taken together with carbon atoms to which they are attached, form an optionally substituted 5-8 membered heterocycloaliphatic ring, having up to 4 ring members optionally and independently replaced with nitrogen (including NH and NRX), oxygen, or sulfur (including S, SO, and SO2). In some embodiments, two occurrences of RA, taken together with carbon atoms to which they are attached, form a 5 or 6 membered heterocycloaliphatic ring, optionally substituted with 1, 2, or 3 substituents independently selected from oxo, =NRB, =N-N(RB) 2 , halo, CN, C0 2 , CF 3 ,

OCF

3 , OH, SRB, S(O)RB, SO 2 R , NH 2 , NHR', N(R )2, COOH, COOR", OR', or R'. In some embodiments, said heterocycloaliphatic ring is selected from: HO H0 H and [01311 In some embodiments, two occurrences of R^, taken together with carbon atoms to which they are attached, form an optionally substituted C6.1 0 aryl. In some embodiments, two occurrences of R^, taken together with carbon atoms to which they are attached, form a 6 membered aryl, optionally substituted with 1, 2, or 3 substituents independently selected from halo, CN, CO 2 , CF 3 , OCF 3 , OH, SRB, S(O)RB, SO 2 R, NH2, NHRB, N(RB) 2 , COOH, COORB, OR8, or RB. In some embodiments, said aryl is or 101321 In some embodiments, two occurrences of RA, taken together with carbon atoms to which they are attached, form an optionally substituted 5-8 membered heteroaryl, having up to 4 ring members optionally and independently replaced with nitrogen (including NH and NRX), oxygen, or sulfur (including S, SO, and SO 2 ). In some embodiments, two occurrences of R^, taken together with carbon atoms to which they are attached, form a 5 or 6 membered 29 heteroaryl, optionally substituted with 1, 2, or 3 substituents independently selected from halo, CN, CO 2 , CF 3 , OCF 3 , OH, SR', S(O)RB, SO 2 R , NH 2 , NHRB, N(RB)2, COOH, COOR, OR, or R. In some embodiments, said heteroaryl is selected from: H H HO 0H , sand . [01331 In some embodiments, one R, is aryl or heteroaryl, each optionally substituted with 1, 2, or 3 of RA, wherein RA is defined above. [01341 In several embodiments, one R, is carboxy [e.g., hydroxycarbonyl or alkoxycarbonyl], amido [e.g., aminocarbonyl], amino, halo, cyano, or hydroxy. [01351 In several embodiments, R, is: -- R W D W D (Z-1), or (Z-2). wherein W I is -C(O)-, -S02-, -NHC(O)-, or -CH 2 -; D is H, hydroxy, or an optionally substituted group selected from aliphatic, cycloaliphatic, alkoxy, and amino; and RA is defined above. 101361 In several embodiments,

W

1 is -C(O)-. Or, W, is -SO 2 -. Or, W, is -NHC(O)-. Or, W, is -CH 2 -. [01371 In several embodiments, D is OH. Or, D is an optionally substituted C 1

.

6 aliphatic or an optionally substituted C 3

-C

8 cycloaliphatic. Or, D is an optionally substituted alkoxy. Or, D is an optionally substituted amino. 30 B 101381 In several examples, D is A; wherein each of A and B is independently H, an optionally substituted C.-6 aliphatic, an optionally substituted C 3

-C

8 cycloaliphatic, an optionally substituted 3-8 membered heterocycloaliphatic, acyl, sulfonyl, alkoxy or A and B, taken together, form an optionally substituted 3-7 membered heterocycloaliphatic ring. 101391 In some embodiments, A is H. In some embodiments, A is an optionally substituted Ci.

6 aliphatic. In several examples, A is an optionally substituted C 1 -6 alkyl. In one example, A is methyl. Or, A is ethyl. Or, A is n-propyl. Or, A is iso-propyl. Or, A is 2-hydr.oxyethyl. Or, A is 2-methoxyethyl. [01401 In several embodiments, B is C 1 - straight or branched alkyl, optionally substituted with 1, 2, or 3 substituents each independently selected from halo, oxo, CN, hydroxy, or an optionally substituted group selected from alkyl, alkenyl, hydroxyalkyl, alkoxy, alkoxyalkyl, cycloaliphatic, amino, heterocycloaliphatic, aryl, and heteroaryl. In several embodiments, B is substituted with 1, 2, or 3 substituents each independently selected from halo, oxo, CN, C 1 . 6 alkyl, C2- 6 alkenyl, hydroxy, hydroxy-(C.4)alkyl, (CI.6)alkoxy, (CI- 6 )alkoxy(CI.6)alkyl,

NH

2 , NH(CI-6 alkyl), N(Ci.

6 alkyl) 2 , C 3

..

8 cycloaliphatic, NH(C 3

.

8 cycloaliphatic), N(CI-6 alkyl)(C 3 .s cycloaliphatic), N(C 3 .s cycloaliphatic) 2 , 3-8 membered heterocycloaliphatic, phenyl, and 5-10 membered heteroaryl. In one example, said substituent is oxo. Or, said substituent is optionally substituted (CI-6) alkoxy. Or, is hydroxy. Or, is NI- 2 . Or, is

NHCH

3 . Or, is NH(cyclopropyl). Or, is NH(cyclobutyl); Or, is N(CH 3

)

2 . Or, is CN. In one example, said substituent is optionally substituted phenyl. In some embodiments, B is substituted with 1, 2, or 3 substituents each independently selected from an optionally substituted C 3

.

8 cycloaliphatic or 3-8 membered heterocycloaliphatic. In one example, said substituent is an optionally substituted group selected from cyclopropyl, cyclobutyl, cyclopentyl, cyclohexyl, cycloheptyl, cyclohexenyl, morpholin-4-yl, pyrrolidin-1-yl, pyrrolidin-2-yl, 1,3-dioxolan-2-yl, and tetrahydrofuran-2-yl. In some embodiments, B is substituted with 1, 2, or 3 substituents each independently selected from an optionally substituted 5-8 membered heteroaryl. In one example, said substituent is an optionally substituted group selected from pyridyl, pyrazyl, IH-imidazol-1-yl, and IH-imidazol-5-yl. [01411 In some embodiments, B is C 3 -CS cycloaliphatic optionally substituted with 1, 2, or 3 substituents independently selected from halo, oxo, alkyl, hydroxy, hydroxyalkyl, alkoxy, 31 alkoxyalkyl, dialkyamino, or an optionally substituted group selected from cycloaliphatic, heterocycloaliphatic, aryl, and heteroaryl. In several examples, B is an optionally substituted

C

3 -Cs cycloalkyl. In one embodiment, B is cyclopropyl. Or, B is cyclobutyl. Or, B is cyclopentyl. Or, B is cyclohexyl. Or, B is cycloheptyl. 101421 In some embodiments, B is 3-8 membered heterocycloaliphatic optionally substituted with 1, 2, or 3 substituents independently selected from oxo, alkyl, hydroxy, hydroxyalkyl, alkoxy, alkoxyalkyl, dialkyamino, or an optionally substituted group selected from cycloaliphatic, heterocycloaliphatic, aryl, and heteroaryl. In one example, B is 3-oxo isoxazolid-4-yl. 101431 In several embodiments, A is H and B is an optionally substituted C1-6 aliphatic. In several embodiments, B is substituted with 1, 2, or 3 substituents. Or, both, A and B, are H. Exemplary substituents on B include halo, oxo, alkyl, hydroxy, hydroxyalkyl, alkoxy, alkoxyalkyl, dialkyamino, or an optionally substituted group selected from cycloaliphatic, heterocycloaliphatic, aryl, and heteroaryl. 101441 In several embodiments, A is H and B is an optionally substituted C 1

-

6 aliphatic. Exemplary substituents include oxo, alkyl, hydroxy, hydroxyalkyl, alkoxy, alkoxyalkyl, and an optionally substituted heterocycloaliphatic. 101451 In several embodiments, A and B, taken together, form an optionally substituted 3-7 membered heterocycloaliphatic ring. In several examples, the heterocycloaliphatic ring is optionally substituted with 1, 2, or 3 substituents. Exemplary such rings include pyrrolidinyl, piperidinyl, morpholinyl, piperazinyl, oxazolidin-3-yl, and 1,4-diazepan-1-yl. Exemplary said substituents on such rings include halo, oxo, alkyl, aryl, heteroaryl, hydroxy, hydroxyalkyl, alkoxy, alkoxyalkyl, acyl (e.g., alkylcarbonyl), amino, amido, and carboxy. In some embodiments, each of said substituents is independently halo, oxo, alkyl, aryl, heteroaryl, hydroxy, hydroxyalkyl, alkoxy, alkoxyalkyl, amino, amido, or carboxy. In one embodiment, the substituent is oxo, F, Cl, methyl, ethyl, iso-propyl, 2-methoxyethyl, hydroxymethyl, methoxymethyl, aminocarbonyl, -COOH, hydroxy, acetyl, or pyridyl. 101461 In several embodiments, R, is: 32 jvvv W1 I N "'1 B (Z); wherein: W, is -C(O)-, -SO2-, -NHC(O)-, or -CH 2 -; Each of A and B is independently H, an optionally substituted C 1 _, aliphatic, an optionally substituted C 3

-C

8 cycloaliphatic; or A and B, taken together, form an optionally substituted 4-7 membered heterocycloaliphatic ring. [01471 In several examples, R, is selected from any one of the exemplary compounds in Table 1. 2. Substituent R? 101481 Each R 2 is hydrogen, or optionally substituted C 1 -, aliphatic, C 3 -, cycloaliphatic, phenyl, or heteroaryl. [01491 In several embodiments, R 2 is a C 1

.

6 aliphatic that is optionally substituted with 1, 2, or 3 halo, C1- 2 aliphatic, or alkoxy. In several examples, R 2 is substituted or unsubstituted methyl, ethyl, propyl, or butyl. 101501 In several embodiments, R 2 is hydrogen. 3. RingA [01511 Ring A is an optionally substituted cycloaliphatic or an optionally substituted heterocycloaliphatic where the atoms of ring A adjacent to C* are carbon atoms. In several embodiments, ring A is C 3

.

7 cycloaliphatic or 3-8 membered heterocycloaliphatic, each of which is optionally substituted with 1, 2, or 3 substituents. 101521 In several embodiments, ring A is optionally substituted with 1, 2, or 3 of -Z R 7 , wherein each ZB is independently a bond, or an optionally substituted branched or straight CI 4 aliphatic chain wherein up to two carbon units of ZB are optionally and independently replaced by -CO-, -CS-, -CONRB-, -CONRBNRB-, -CO 2 -, -OCO-, -NRBCO 2 -, -0-, NRBCONR-, -OCONRB-, -NR"NRB-, -NR 8 CO-, -- , -SO-, -SO 2 -, -NRB-, -SO 2 NRB-, 33

-NR"SO

2 -, or -NRSO 2 NR-; each R 7 is independently RB, halo, -OH, -NH 2 , -NO 2 , -CN, or

-OCF

3 ; and each R B is independently hydrogen, an optionally substituted C .g aliphatic group, an optionally substituted cycloaliphatic, an optionally substituted heterocycloaliphatic, an optionally substituted aryl, or an optionally substituted heteroaryl. 101531 In several embodiments, ring A is a C 3

.

7 cycloaliphatic or a 3-8 membered heterocycloaliphatic, each of which is optionally substituted with 1, 2, or 3 substituents. 101541 In several embodiments, ring A is a 3, 4, 5, or 6 membered cycloaliphatic that is optionally substituted with 1, 2, or 3 substituents. In several examples, ring A is an optionally substituted cyclopropyl group. In several alternative examples, ring A is an optionally substituted cyclobutyl group. In several other examples, ring A is an optionally substituted cyclopentyl group. In other examples, ring A is an optionally substituted cyclohexyl group. In more examples, ring A is an unsubstituted cyclopropyl. 101551 In several embodiments, ring A is a 5, 6, or 7 membered optionally substitute heterocycloaliphatic. For example, ring A is an optionally substituted tetrahydropyranyl group. 4. Substituent R 4 [01561 Each R 4 is independently an optionally substituted aryl or heteroaryl. 101571 In several embodiments, R4 is an aryl having 6 to 10 members (e.g., 7 to 10 members) optionally substituted with 1, 2, or 3 substituents. Examples of R4 are optionally substituted benzene, naphthalene, or indene. Or, examples of R4 can be optionally substituted phenyl, optionally substituted naphthyl, or optionally substituted indenyl. 101581 In several embodiments, R4 is an optionally substituted heteroaryl. Examples of R4 include monocyclic and bicyclic heteroaryl, such a benzofused ring system in which the phenyl is fused with one or two C 4 . heterocycloaliphatic groups. [01591 In some embodiments, R4 is an aryl or heteroaryl, each optionally substituted with 1, 2, or 3 of -ZcRB. Each Zc is independently a bond or an optionally substituted branched or straight C1.

6 aliphatic chain wherein up to two carbon units of ZC are optionally and independently replaced by -CO-, -CS-, -CONRc-, -CONRCNRc-, -CO 2 -, -OCO-, -NRcCO 2 , -0-, -NRcCONRc-, -OCONRc-, -NRcNRc-, 4 NcCO-, -S-, -SO-, -SO2-, -NRc-, SO 2 NRc-, -NRcSO 2 -, or -NRCSO 2 NR-. Each R 8 is independently Rc, halo, -OH, -NH 2 , NO 2 , -CN, or -OCF 3 . Each Rc is independently hydrogen, an optionally substituted C 1 s aliphatic group, an optionally substituted cycloaliphatic, an optionally substituted 34 heterocycloaliphatic, an optionally substituted aryl, or an optionally substituted heteroaryl. In one embodiment, R 4 is an aryl optionally substituted with 1, 2, or 3 of ZcRs. In one embodiment, R 4 is an optionally substituted phenyl. 10160] In several embodiments,

R

4 is a heteroaryl optionally substituted with 1, 2, or 3 substituents. Examples of R4 include optionally substituted benzo[d][1,3]dioxole or 2,2 difluoro-benzo[d][1,3]dioxole. 101611 In some embodiments, two occurrences of -ZcRs, taken together with carbons to which they are attached, form a 4-8 membered saturated, partially saturated, or aromatic ring with up to 3 ring atoms independently selected from the group consisting of 0, NH, NRC, and S (including S, SO, and SO 2 ); wherein Rc is defined herein. [01621 In several embodiments,

R

4 is one selected from F O F3CO O-tDi1 O CCI C' H C F F H O 3 H 35 00 C. Sub-Generic Compounds 101631 Another aspect of the present invention includes compounds of formula Ia: R2 A 0

(R

1 )n la or a pharmaceutically acceptable salt thereof, wherein R 2 , R 4 , and n have been defined in formula I. 10164] Each R, is independently aryl, monocyclic heteroaryl or indolizinyl, indolyl, isoindolyl, 3H-indolyl, indolinyl, benzo[b]furanyl, benzo[b]thiophenyl, I H-indazolyl, benzthiazolyl, purinyl, 4H-quinolizinyl, quinolinyl, isoquinolinyl, cinnolinyl, phthalazinyl, quinazolinyl, quinoxalinyl, 1,8-naphthyridinyl, pteridinyl, imidazo[1,2-a]pyridinyl, or benzo[d]oxazolyl, each of which is optionally substituted with 1, 2, or 3 of RA; or R, is independently methyl, trifluoromethyl, or halo. In one embodiment,

R

1 is an optionally substituted imidazo[1,2-a]pyridine- 2 -yl. In one embodiment, R, is an optionally substituted oxazolo[4,5-b]pyridine- 2 -yl. In one embodiment, R, is an optionally substituted lH pyrrolo[2,3-bpyrid-6-yl. In one embodiment, R, is an optionally substituted benzo[d]oxazol 2-yl. In one embodiment, R, is an optionally substituted benzo[d]thiazol-2-yl. [01651 In some embodiments, R, is a monocyclic aryl or a monocyclic heteroaryl, each is optionally substituted with 1, 2, or 3 of RA. In some embodiments, R, is substituted or unsubstituted phenyl. In one embodiment, R, is substituted or unsubstituted pyrid-2-yl. In some embodiments, R, is pyrid-3-yl, pyrid-4-yl, thiophen-2-yl, thiophen-3-yl, 1 H-pyrrol-2-yl, IH-pyrrol-3-yl, I H-imidazol-5-yl, 1H-pyrazol-4-yl, IH-pyrazol-3-yl, thiazol-4-yl, furan-3-yl, furan-2-yl, or pyrimidin-5-yl, each of which is optionally substituted. In some embodiments, R, is phenyl, pyrid-2-yl, pyrid-3-yl, pyrid-4-yl, thiophen-2-yl, thiophen-3-yl, 1H-pyrrol-2-yl, 36 lH-pyrrol-3-yl, 1 H-imidazol-5-yl, 1H-pyrazol-4-yl, 1H-pyrazol-3-yl, thiazol-4-yl, furan-3-yl, furan-2-yl, or pyrimidin-5-yl, each of which is optionally substituted with 1, 2, or 3 substituents independently selected from CN, or a group chosen from C 1

-

6 alkyl, carboxy, alkoxy, halo, amido, acetoamino, and aryl, each of which is further optionally substituted. [0166] Each RA is ZARS, wherein each ZA is independently a bond or an optionally substituted branched or straight Ci6 aliphatic chain wherein up to two carbon units of Z^ are optionally and independently replaced by -CS-, -CONRB-, -CONRBNR -, -CO 2 -, -NRBCO 2

-,

NRBCONR -, -~NRNR -, -NRBCO-, -S-, -SO-, -S02-, -NRB_, -SO 2 NR B-, -NRESO 2 -, or

-NRBSO

2 NR-. [0167] Each R 5 is independently R", halo, -OH, -NH 2 , -NO2, -CN, or -OCF 3 . 101681 Each RB is hydrogen, an optionally substituted

C

1 4 aliphatic, an optionally substituted

C

3

.-

6 cycloaliphatic, an optionally substituted heterocycloaliphatic, an optionally substituted phenyl, or an optionally substituted heteroaryl. [01691 Ring A is an optionally substituted cycloaliphatic, an optionally substituted 5 membered heterocycloaliphatic having 1, 2, or 3 heteroatoms independently selected from nitrogen (including NH and NRx), oxygen, or sulfur (including S, SO, and SO 2 ); an optionally substituted 6 membered heterocycloaliphatic having I heteroatom selected from 0 and S (including S, SO, and S02); a piperidinyl optionally substituted with halo, aliphatic, arninocarbonyl, aminocarbonylaliphatic, aliphatic carbonyl, aliphaticsulfonyl, aryl, or combinations thereof; or an optionally substituted 7-8 membered heterocycloaliphatic having 1, 2, or 3 heteroatoms independently selected from nitrogen (including NH and NRX), oxygen, or sulfur (including S, SO, and SO 2 ). [01701 In some embodiments, one R, attached to the 3- or 4- position of the phenyl ring is an aryl or heteroaryl optionally substituted with 1, 2, or 3 of RA, wherein RA is -ZAR 5 ; in which each ZA is independently a bond or an optionally substituted branched or straight C 1 _6 aliphatic chain wherein up to two carbon units of ZA are optionally and independently replaced by -CO-, -CS-, -CONRB-, -CONRBNR-,

-CO

2 -, -OCO-, -NRBCO 2 -, -0-, NRCONRB-, -OCONR-, -NRBNR-, -NRBCO-, -S-, -SO-, -S02-, -NRB-, -SO 2

NRB

NR"SO

2 -, or -NRBSO 2 NR-; each Rs is independently RB, halo, -OH, -NH 2 , -NO 2 , -CN, or OCF 3 ; and each RB is independently hydrogen, an optionally substituted C1s aliphatic group, an optionally substituted cycloaliphatic, an optionally substituted heterocycloaliphatic, an optionally substituted aryl, or an optionally substituted heteroaryl. [0171] In some embodiments, one Ri attached to the 3- or 4- position of the phenyl ring is a 37 phenyl optionally substituted with 1, 2, or 3 of RA. [01721 In some embodiments, one R, attached to the 3- or 4- position of the phenyl ring is a phenyl substituted with one of RA, wherein RA is -ZARs; each ZA is independently a bond or an optionally substituted branched or straight C 1

-

6 aliphatic chain wherein up to two carbon units of ZA are optionally and independently replaced by -0-, -NHC(O)-, -C(O)NRB-, -SO2-, NHSO2-, -NHC(O)-, -SO-, -NRBSO 2 -, -SO 2 NH-, -SO 2 NRB-, -NH-, or -C(O)O-. In one embodiment, one carbon unit of ZA is replaced by -0-, -NHC(O)-, -C(O)NRB-,

-SO

2 -, NHSO 2 -, -NHC(O)-, -SO-, -NRSO2-,

-SO

2 NH-, -SO 2 NRO-, -NH-, or -C(O)O-. In some embodiments, R 5 is independently an optionally substituted aliphatic, an optionally substituted cycloaliphatic, an optionally substituted heterocycloaliphatic, an optionally substituted aryl, an optionally substituted heteroaryl, hydrogen, or halo. 101731 In some embodiments, one R, attached to the 3- or 4- position of the phenyl ring is heteroaryl optionally substituted with 1, 2, or 3 of R^. In several examples, one R, attached to the 3- or 4- position of the phenyl ring is a 5 or 6 membered heteroaryl having 1, 2, or 3 heteroatoms indepdendently selected from nitrogen (including NH and NRX), oxygen or sulfur (including S, SO, and SO 2 ), wherein the heteroaryl is substituted with one of RA, wherein R isZARs; wherein each ZA is independently a bond or an optionally substituted branched or straight C .

6 aliphatic chain wherein up to two carbon units of Z^ are optionally and independently replaced by -0-, -NHC(O)-, -C(O)NRB-, -SO 2 -, -NHSO 2 -, -NHC(O)-, SO-, -NRBSO2-,

-SO

2 NH-, -SO 2 NRB-, -NH-, or -C(O)O-. In one embodiment, one carbon unit of ZA is replaced by -0-, -NHC(O)-, -C(O)NRB_, -SO 2 -, -NHSO 2 -, -NHC(O)-, -SO-, NRBSO2-, -SO 2 NH-, -SO 2 NR8-, -NH-, or -C(O)O-. In one embodiment, Rs is independently an optionally substituted aliphatic, an optionally substituted cycloaliphatic, an optionally substituted heterocycloaliphatic, an optionally substituted aryl, an optionally substituted heteroaryl, hydrogen, or halo. 101741 Another aspect of the present invention includes compounds of formula Ib:

(R

1 )n..

1

R

2 A N * R4 K-' 0

R

1 lb 38 or a pharmaceutically acceptable salt thereof, wherein R 2 , R4 and ring A are defined in formula I. 101751 The R, attached at the para position relative to the amide is an aryl or a heteroaryl optionally substituted with 1, 2, or 3 of RA; wherein each RA is -ZAR 5 , each Z^ is independently a bond or an optionally substituted branched or straight C i.

6 aliphatic chain wherein up to two carbon units of ZA are optionally and independently replaced by -CO-, CS-, -CONRB-, -CONRBNR"-,

-CO

2 , -OCO-, -NRBCO 2 , -O-, -NRBCONRB_-, -OCONR., NReNR 5 -, -NRBCO-, -S-, -SO-, -SO2-, -NR -, -SO 2 NRB-, -NRBSOr', or -NRBSO 2 NR-; each Rs is independently RB, halo, -OH, -NH 2 , -NO 2 , -CN, or -OCF 3 ; each RB is hydrogen, an optionally substituted CIA aliphatic, an optionally substituted

C

3

.

6 cycloaliphatic, an optionally substituted heterocycloaliphatic, an optionally substituted phenyl, or optionally substituted heteroaryl. 101761 The other R, are each independently hydrogen, halo, optionally substituted CIA aliphatic, or optionally substituted C1 4 alkoxy. 101771 In several embodiments, the Ri attached at the para position relative to the aide is a phenyl optionally substituted with 1, 2, or 3 of RA and the other RI's are each hydrogen. For example, the R, attached at the para position relative to the aide is phenyl optionally substituted with aliphatic, alkoxy, (amino)aliphatic, hydroxyaliphatic, aminosulfonyl, aminocarbonyl, alcoxycarbonyl, (aliphatic)aminocarbonyl, COOH, (aliphatic)aminosulfonyl, or combinations thereof, each of which is optionally substituted. In other embodiments, the R, attached at the para position relative to the aide is phenyl optionally substituted with halo. In several examples, the R, attached at the para position relative to the amide is phenyl optionally substituted with alkyl, alkoxy, (amino)alkyl, hydroxyalkyl, aminosulfonyl, (alkyl)aminocarbonyl, (alkyl)aminosulfonyl, or combinations thereof, each of which is optionally substituted; or the R, attached at the para position relative to the amide is phenyl optionally substituted with halo. 101781 In several embodiments, the R, attached at the para position relative to the aide is an optionally substituted heteroaryl. In other embodiments, the R, attached at the para position relative to the amide is an optionally substituted monocyclic or optionally substituted bicyclic heteroaryl. For example, the R, attached at the para position relative to the aide is a benzo[d]oxazolyl, thiazolyl, benzo[d]thiazolyl, indolyl, or imidazo[1,2-a]pyridinyl, each of which is optionally substituted. In other examples, the Ri attached at the para position relative to the amide is a benzo(d]oxazolyl, thiazolyl, benzo[d]thiazolyl, or imidazo[ 1,2 39 a]pyridinyl, each of which is optionally substituted with 1, 2, or 3 of halo, hydroxy, aliphatic, alkoxy, or combinations thereof, each of which is optionally substituted. 101791 In several embodiments, each R 1 not attached at the para position relative to the amide is hydrogen. In some examples, each R, not attached at the para position relative to the amide is methyl, ethyl, propyl, isopropyl, or tert-butyl, each of which is optionally substituted with 1, 2, or 3 of halo, hydroxy, cyano, or nitro. In other examples, each R, not attached at the para position relative to the amide is halo or optionally substituted methoxy, ethoxy, or propoxy. In several embodiments, each R, not attached at the para position relative to the amide is hydrogen, halo, -CH 3 , -OCH 3 , or -CF 3 . [01801 In several embodiments, compounds of formula lb include compounds of formulae IbI, Ib2, Ib3, or Ib4: R2 A R2 A N N S0 wh r I , P R,,

I

2

R

4 anRig A rein d a o e Ibi Cb2 (Rn v 1-3 (RA) 1 3 F R2 A Rz7 A 1(1 N FF N , R4 lb3 1b4 (RA)1- , ROr 1-3 where R A, Ri, R2, R4, and ring A are defined above. 101811 In formula 1b4, ring B is monocyclic or bicyclic heteroaryl that is substituted with 1, 2, or 3 RA; and "n-i" is equal to 0, 1, or 2. 101821 In several embodiments, the R, attached at the para position relative to the amide in formula lb is an optionally substituted aryl. In several embodiments, the R, attached at the para position relative to the amide is a phenyl optionally substituted with 1, 2, or 3 of RA. For 40example, the Ri attached at the para position relative to the aide is phenyl optionally substituted with 1, 2, or 3 aliphatic, alkoxy, COOH, (amino)aliphatic, hydroxyaliphatic, aminosulfonyl, (aliphatic)aminocarbonyl, (aliphatic)aminosulfonyl, (((aliphatic)sulfonyl)amino)aliphatic, (heterocycloaliphatic)sulfonyl, heteroaryl, aliphaticsulfanyl, or combinations thereof, each of which is optionally substituted; or R 1 is optionally substituted with 1-3 of halo. 101831 In several embodiments, the R 1 attached at the para position relative to the aide in formula Ib is an optionally substituted heteroaryl. In other embodiments R, is an optionally substituted monocyclic or an optionally substituted bicyclic heteroaryl. For example, R, is a pyridinyl, thiazolyl, benzo[d]oxazolyl, or oxazolo[4,5-b]pyridinyl, each of which is optionally substituted with 1, 2, or 3 of halo, aliphatic, alkoxy, or combinations thereof. [01841 In several embodiments, one R, not attached at the para position relative to the amide is halo, optionally substituted C 1 4 aliphatic, C 1 4 alkoxyCIA aliphatic, or optionally substituted Cijt alkoxy, such as For example, one R, not attached at the para position relative to the aide is halo, -CH 3 , ethyl, propyl, isopropyl, tert-butyl, or -OCF 3 . [01851 In several embodiments, compounds of the invention include compounds of formulae Icl, Ic2, Ic3, Ic4, 1c5, Ic6, 1c7, or IcS: 41 R2 A 2 A N R4* R4 Ici I c2 1-3 ~1-3 F R2 A OCF 3

R

2 A I * I Ic3 1- Ic4 42 R2 A R2 A F (RA) c5 1-3A c6 A R A R 2 A

R

4 R4R

H

3 CO 0 A)c (RA) B Ic 1-3 1-3 ,or or pharmaceutically acceptable salts, wherein RA, R 2 , R 1 , R4, and ring A are defined above. [01861 In formula Ic8, ring B is monocyclic or bicyclic heteroaryl that is substituted with 1, 2, or 3 RA; and "n-1" is equal to 0, 1, or 2. [01871 Another aspect of the present invention provides compounds of formula Id: R2 A N (R1) NRO 4

-

0 Id or a pharmaceutically acceptable salt thereof, wherein R 1 , R 2 , R4, and n are defined in formula I. 43 101881 Ring A is an optionally substituted cycloaliphatic. 101891 In several embodiments, ring A is a cyclopropyl, cyclopentyl, or cyclohexyl, each of which is optionally substituted. [01901 Another aspect of the present invention provides compounds of formula le:

R

2 N 0 le or a pharmaceutically acceptable salt thereof, wherein R1, R 2 , and n are defined in formula I. 101911 R 4 is an optionally substituted phenyl or an optionally substituted benzo[d)[l,3]dioxolyl. In several embodiments, R4 is optionally substituted with 1, 2, or 3 of hydrogen, halo, optionally substituted aliphatic, optionally substituted alkoxy, or combinations thereof. In several embodiments, R4 is phenyl that is substituted at position 2, 3, 4, or combinations thereof with hydrogen, halo, optionally substituted aliphatic, optionally substituted alkoxy, or combinations thereof. For example, R4 is phenyl that is optionally substituted at the 3 position with optionally substituted alkoxy. In another example, R4 is phenyl that is optionally substituted at the 3 position with -OCH 3 . In another example,

R

4 is phenyl that is optionally substituted at the 4 position with halo or substituted alkoxy. A more specific example includes an R4 that is phenyl optionally substituted with chloro, fluoro, OCH 3 , or -OCF 3 . In other examples,

R

4 is a phenyl that is substituted at the 2 position with an optionally substituted alkoxy. In more specific examples, R4 is a phenyl optionally substituted at the 2 position with -OCH 3 . In other examples, R4 is an unsubstituted phenyl. 101921 In several embodiments, R4 is optionally substituted benzo[d][1,3]dioxolyl. In several examples, R4 is benzo[d][1,3]dioxolyl that is optionally mono-, di-, or tri-substituted with 1, 2, or 3 halo. In more specific examples, R4 is benzo[d][1,3]dioxolyl that is optionally di substituted with halo. [01931 Another aspect of the present invention provides compounds of formula If: 44 R2 N (R4 O * R4 4 - 0 If or a pharmaceutically acceptable salt thereof, wherein Ri, R2, R4, and n are defined in formula I. 101941 Another aspect of the present invention provides compounds of formula Ig: R2 (R$N O * R 4 -R4 Ig or a pharmaceutically acceptable salt thereof, wherein RI, R2, R4, and n are defined in formula 1. 101951 Another aspect of the present invention provides compounds of formula Ih:

R

2 A N R0 Ih or a pharmaceutically acceptable salt thereof, wherein RI, R 2 , R 4 , and n are defined in formula 1. 101961 Ring A is an optionally substituted heterocycloaliphatic. 45 [01971 In several embodiments, compounds of formula Ih include compounds of formulae Ihl: 0 R2 N R4

(R

1 )n 4 O~~~ Ihi or a pharmaceutically acceptable salt thereof, wherein R 1 , R 2 , R 4 , and n are defined in formula 1. 101981 Another aspect of the present invention provides compounds of formula II: N A R2 A Rln-1 | N R4 40 I1 (RA)1-3 or a pharmaceutically acceptable salt thereof, wherein

R

1 , R2, ring A, and R 4 are defined in formula I; n is 1, 2, 3, or 4; and 101991 Each RA is independently -ZARs, wherein each ZA is independently a bond or an optionally substituted branched or straight C 1

.

6 aliphatic chain wherein up to two carbon units of ZA are optionally and independently replaced by -CO-, -CS-, -CONRB-, -CONR NRB-, C0 2 -, -OCO-, -NRBCO 2 -, -0-, -NRBCONRB-, -OCONRB-, -NR3NRB-, -NRBCO._, _So_, SO2-, -NRB-, -SO 2 NRB-, -NRBSO 2 -, or -NR3SO 2 NR-. Each Rs is independently RB, halo, OH, -NH 2 , -NO 2 , -CN, or -OCF 3 . Each R3 is independently hydrogen, an optionally substituted C~s aliphatic group, an optionally substituted cycloaliphatic, an optionally 46 substituted heterocycloaliphatic, an optionally substituted aryl, or an optionally substituted heteroaryl. [02001 In some embodiments, each R 1 is an optionally substituted

C

1 .6 aliphatic, an optionally substituted aryl, an optionally substituted heteroaryl, an optionally substituted 3 to 10 membered cycloaliphatic, or an optionally substituted 3 to 10 membered heterocycloaliphatic, each of which is optionally substituted with 1, 2, or 3 of RA; wherein each RA is -ZARs, wherein each ZA is independently a bond or an optionally substituted branched or straight C 1 _6 aliphatic chain wherein up to two carbon units of ZA are optionally and independently replaced by -CO-, -CS-, -CONR 8 -, -CONRBNRO-,

-CO

2 -, -OCO-, NRBCO 2 -, -0-, -NRBCONR-, -OCONR -, -NRBNRB-, -NR3CO-, -S-, -SO-, -SO 2 -, -NR B_ S0 2 NRB-, -NRBSO 2 -, or -NRBSO 2 NR-; and R 5 is independently R", halo, -OH, -NIH 2 , -N02, -CN, or -OCF 3 ; wherein each RB is independently hydrogen, an optionally substituted Ct.g aliphatic group, an optionally substituted cycloaliphatic, an optionally substituted heterocycloaliphatic, an optionally substituted aryl, or an optionally substituted heteroaryl. [02011 In some embodiments,

R

2 is C 1 aliphatic, C3.6 cycloaliphatic, phenyl, or heteroaryl, each of which is optionally substituted, or R2 is hydrogen. [02021 In some embodiments, ring A is an optionally substituted

C

3

-

7 cycloaliphatic or an optionally substituted

C

3 .7 heterocycloaliphatic where the atoms of ring A adjacent to C* are carbon atoms, and said ring A is optionally substituted with 1, 2, or 3 of -ZBR 7 , wherein each Z" is independently a bond, or an optionally substituted branched or straight CA aliphatic chain wherein up to two carbon units of Z" are optionally and independently replaced by CO-, -CS-, -CONR-, -CONRNRB-,

-CO

2 -, -OCO-, -NRBCO 2 -, -0-, -NRBCONRe-, OCONR"-, -NRNRB-, -NRBCO-, -S-, -SO-, -S0 2 -, -NRB-, -SO 2 NR"-, -NRBSO 2 -, or NRBSO2NRB-; Each R 7 is independently RB, halo, -OH, -NH 2 , -NO 2 , -CN, or -OCF 3 . 102031 In some embodiments, each R4 is an aryl or heteroaryl, each of which is optionally substituted with 1, 2, or 3 of -ZcR 8 , wherein each ZC is independently a bond or an optionally substituted branched or straight C 1

.

6 aliphatic chain wherein up to two carbon units of ZC are optionally and independently replaced by -CO-, -CS-, -CONRc-, -CONRCNRc-,

-CO

2 -, OCO-, -NRcCO 2 -, -O-, -NRcCONRc-, -OCONRc-, -NRcNRc-, -NRcCO-, -S-, -SO-, -SO 2 -, NRc-, -SO 2 NRc-, -NRcSO 2 -, or -NRcSO 2 NRC-; wherein each R8 is independently Rc, halo, OH, -NH 2 , -NO 2 , -CN, or -OCF 3 ; wherein each RC is independently an optionally substituted C, . aliphatic group, an optionally substituted cycloaliphatic, an optionally substituted heterocycloaliphatic, an optionally substituted aryl, or an optionally substituted heteroaryl. 47 102041 Another aspect of the present invention provides compounds of formula Ila: R2 A I . N 4 ,R4 (R4h Ia or pharmaceutically acceptable salts thereof, wherein R 2 , ring A and R 4 are defined in formula I, and RA is defined above. [02051 Another aspect of the present invention provides compounds of formula IUb:

(R

1

).

1 R N R4

(RA)

1 -3 Ib or a pharmaceutically acceptable salt thereof, wherein R 1 , R 2 , R 4 , , and n are defined in formula I and RA is defined in formula II. [02061 Another aspect of the present invention provides compounds of formula Ic: 4" H 10 Y N -C \ T RI (R^) 1 -3 ,(R1)n.1 lIC or a pharmaceutically acceptable salt thereof, wherein: 48 T is an optionally substituted C 1

-

2 aliphatic chain, wherein each of the carbon units is optionally and independently replaced by -CO-, -CS-, -COCO-, -SO 2 -, -B(OH)-, or -B(O(C I 6 alkyl))-; Each of R, is independently an optionally substituted C 1 -6 aliphatic, an optionally substituted aryl, an optionally substituted heteroaryl, an optionally substituted 3 to 10 membered cycloaliphatic, an optionally substituted 3 to 10 membered heterocycloaliphatic, carboxy, amido, amino, halo, or hydroxy; Each R^ is independenly -ZARs, wherein each ZA is independently a bond or an optionally substituted branched or straight C 1 -6 aliphatic chain wherein up to two carbon units of ZA are optionally and independently replaced by -CO-, -CS-, -CONRB-, -CONR NR -, CO 2 -, -OCO-, -NRBCO 2 -, -O-, -NRBCONRB-, -OCONR-, -NRBNRB-, -NRBCO_. _ -So-, _

SO

2 -, -NRB-, -SO 2

NR

8 -, -NRBSO 2 -, or -NRBSO 2 NR-; Each R 5 is independently RB, halo, -OH, -NH 2 , -NO 2 , -CN, -CF 3 , or -OCF 3 ; or two RA, taken together with atoms to which they are attached, form a 3-8 membered saturated, partially unsaturated, or aromatic ring with up to 3 ring members independently selected from the group consisting of 0, NH, NRB, and S, provided that one R is attached to carbon 3" or 4"; Each RB is independently hydrogen, an optionally substituted CI- 8 aliphatic group, an optionally substituted cycloaliphatic, an optionally substituted heterocycloaliphatic, an optionally substituted aryl, or an optionally substituted heteroaryl; and n is 2 or 3 provided that when n is 3, a first R, is attached ortho relative to the phenyl ring substituted with R and that a second one R, is attached para relative to the phenyl ring substituted with R^. [02071 In some embodiments, T is an optionally substituted -CH 2 -. In some other embodiments, T is an optionally substituted -CH2CH 2 -. [02081 In some embodiments, T is optionally substituted by -ZF Ro; wherein each Z Fis independently a bond or an optionally substituted branched or straight C 1

.-

6 aliphatic chain wherein up to two carbon units of ZF are optionally and independently replaced by -CO-, CS-, -CONRF-, -CONRFNRF-, -GO 2 -, -OCO-, -NRFCO 2 -, -O-, -NRFCONRF-, -OCONR, NRFNRF-, -NRFCO-, -S-, -SO-, -SO 2 -, -NRF-, -SO 2 NRF-, -NRFSO 2 -, or -NR FSO 2 NR F-; Rio is independently RF, halo, -OH, -NH 2 , -NO 2 , -CN, -CF 3 , or -OCF 3 ; each RF is independently hydrogen, an optionally substituted C 1

.

8 aliphatic group, an optionally substituted cycloaliphatic, an optionally substituted heterocycloaliphatic, an optionally substituted aryl, or an optionally substituted heteroaryl. In one example, ZF is -0-. 49 10209] In some embodiments, R 10 is an optionally substituted C 1

-

6 alkyl, an optionally substituted C 2 -6 alkenyl, an optionally substituted C 3

.

7 cycloaliphatic, or an optionally substituted C6-to aryl. In one embodiment, RIO is methyl, ethyl, iso-propyl, or tert-butyl. (0210] In some embodiments, up to two carbon units of T are independently and optionally replaced with -CO-, -CS-, -B(OH)-, or -B(O(CI.

6 alkyl)-. [0211] In some embodiments, T is selected from the group consisting of -CH 2 -, -CH 2

CH

2 -, CF 2 -, -C(CH 3

)

2 -, -C(O)-, , , , , -C(Phenyl) 2 -, -B(OH)-, and CH(OEt)-. In some embodiments, T is -CH 2 -, -CF 2 -, -C(CH 3

)

2 -, or -C(Phenyl) 2 -. In other embodiments, T is -CH 2

H

2 -, -C(O)-, -B(OH)-, and CH(OEt)-. In several embodiments, T is -CH 2 -, -CF 2 -, -C(CH3)2-, , or More preferably, T is -CH 2 -, -CF 2 -, or -C(CH 3

)

2 -. In several embodiments, T is CH 2 -- Or, T is -CF 2 -. Or, T is -C(CH 3

)

2 -. Or, T is [0212] In some embodiments, each R, is hydrogen. In some embodiments, each of Ri is independently -ZER9, wherein each ZE is independently a bond or an optionally substituted branched or straight C 1

.

6 aliphatic chain wherein up to two carbon units of ZE are optionally and independently replaced by -CO-, -CS-, -CONRE-, -CONRENRE-., -CO 2 -, -OCO-, NRECO 2 -, -O-, -NRECONRE-, -OCONRE-, -NRENRE-, -NRECO-, -S-, -SO-, -SO 2 -, -NRE_,

SO

2 NRE., -NRESO2-, or -NRESO 2 NRE- . Each R 9 is independently H, RE, halo, -OH, -NH 2 , NO 2 , -CN, -CF 3 , or -OCF 3 . Each RE is independently an optionally substituted group selected from CI.

8 aliphatic group, cycloaliphatic, heterocycloaliphatic, aryl, and heteroaryl. [0213] In several embodients, a first R, is attached ortho relative to the phenyl ring substituted with RA is H, F, Cl, CF,, OCH 3 , -OCF 3 , methyl, ethyl, iso-propyl, or tert-butyl. [02141 In several embodiments, a first R, is attached ortho relative to the phenyl ring substituted with RA is -ZER 9 , wherein each ZE is independently a bond or an optionally substituted branched or straight CI.

6 aliphatic chain wherein up to two carbon units of ZE are optionally and independently replaced by -CO-, -CONRE-, -CO 2 -, -O-, -S-, -SO-, -SO 2 -, NRE-, or -SO 2 NRE-. Each R 9 is hydrogen, RE, halo, -OH, -NH 2 , -CN, -CF 3 , or -OCF 3 . Each 50 RE is independently an optionally substituted group selected from the group including C1-8 aliphatic group, a cycloaliphatic, a heterocycloaliphatic, an aryl, and a heteroaryl. In one embodiment, ZE is a bond. In one embodiment, ZE is a straight C1_6 aliphatic chain, wherein one carbon unit of ZE is optionally replaced by -CO-, -CONR E-, -C02-, -0-, or -NR E-. In one embodiment, ZE is a Ci- 6 alkyl chain. In one embodiment, ZE is -CH 2 -. In one embodiment, ZE is -CO-. In one embodiment, ZE is -C0 2 -. In one embodiment, ZE is -CONRE-. In one embodiment, ZE is -GO-. 102151 In some embodiments,

R

9 is H, -NH 2 , hydroxy, -CN, or an optionally substituted group selected from the group of Ci.s aliphatic, C 3 .8 cycloaliphatic, 3-8 membered heterocycloaliphatic, C6-10 aryl, and 5-10 membered heteroaryl. In one embodiment, R9 is H. In one embodiment, R 9 is hydroxy. Or, R 9 is -NH 2 . Or, R 9 is -CN. In some embodiments,

R

9 is an optionally substituted 3-8 membered heterocycloaliphatic, having 1, 2, or 3 ring members independently selected from nitrogen (including NH and NRX), oxygen, and sulfur (including S, SO, and SO 2 ). In one embodiment, R 9 is an optionally substituted five membered heterocycloaliphatic with one nitrogen (including NH and NRX) ring member. In one embodiment, R 9 is an optionally substituted pyrrolidin-1-yi. Examples of said optionally substituted pyrrolidin-1-yl include pyrrolidin-1-yl and 3-hydroxy-pyrrolidin-1-yl. In one embodiment, R 9 is an optionally substituted six membered heterocycloaliphatic with two heteroatoms independently selected from nitrogen (including NH and NRx) and oxygen. In one embodiment, R 9 is morpholin-4-yl. In some embodiments, R9 is an optionally substituted 5-10 membered heteroaryl. In one embodiment, R 9 is an optionally substituted 5 membered heteroaryl, having 1, 2, 3, or 4 ring members independently selected from nitrogen (including NH and NRx), oxygen, and sulfur (including S, SO, and SO 2 ). In one embodiment, R 9 is IH tetrazol-5-yl. 102161 In one embodiment, a first R, is attached ortho relative to the phenyl ring substituted with RA is ZE R 9 ; wherein ZE is OH 2 and R 9 is I H-tetrazol-5-yl. In one embodiment, one R' is ZER 9 ; wherein ZE is CH2 and R9 is morpholin-4-yl. In one embodiment, one R 1 ' is ZERg; wherein ZE is CH 2 and R 9 is pyrrolidin-1-yl. In one embodiment, one Rl' is ZERg; wherein ZE is CH 2 and R 9 is 3-hydroxy-pyrrolidin-1-yl. In one embodiment, one Rl' is ZER9; wherein ZE is CO and R 9 is 3-hydroxy-pyrrolidin-1-yl. [02171 In some embodiments, a first R, is attached ortho relative to the phenyl ring substituted with RA is selected from CH 2 OH, COOH, CH 2 0CH 3 , COOCH 3 , CH 2

NH

2 ,

CH

2

NHCH

3 , CH 2 CN, CONHCH 3 , CH 2

CONH

2 , CH 2 0CH 2

CH

3 , CH 2

N(CH

3

)

2 , CON(CH 3

)

2 , 51

CH

2

NHCH

2 CH2OH, CH 2

NHCH

2

CH

2 COOH, CH 2 OCH(CH3)2, CONHCH(CH 3

)CH

2 OH, or CONHCH(tert-butyl)CH2OH. [02181 In some embodiments, a first R, is attached ortho relative to the phenyl ring substituted with RA is an optionally substituted C 3 -10 cycloaliphatic or an optionally substituted 4-10 membered heterocycloaliphatic. In one embodiment, R 1 ' is an optionally substituted 4, 5, or 6 membered heterocycloalkyl containing one oxygen atom. In one embodiment, R 1 ' is 3.-methyloxetan-3-yl. [02191 In some embodiments, a second one R, is attached para relative to the phenyl ring substituted with RA is selected from the group consisting of H, halo, optionally substituted C 1 . 6 aliphatic, and optionally substituted -O(CI-6 aliphatic). In some embodiments, a second one R, is attached para relative to the phenyl ring substituted with RA is selected from the group consisting of H, methyl, ethyl, iso-propyl, tert-butyl, F, Cl, CF 3 , -OCH 3 , -OCH 2

CH

3 , -O-(iso propyl), -O-(tert-butyl), and -OCF 3 . In one embodiment, a second one R, is attached para relative to the phenyl ring substituted with RA is H. In one embodiment, a second one R, is attached para relative to the phenyl ring substituted with RA is methyl. In one embodiment, a second one Ri is attached para relative to the phenyl ring substituted with RA is F. In one embodiment, a second one R, is attached para relative to the phenyl ring substituted with RA is -OCF 3 . In one embodiment, a second one R, is attached para relative to the phenyl ring substituted with RA is -OCH 3 . 102201 In some embodiments, one RA is attached to carbon 3" or 4" and is -ZAR 5 , wherein each ZA is independently a bond or an optionally substituted branched or straight C 1 .6 aliphatic chain wherein up to two carbon units of ZA are optionally and independently replaced by -CO-, -CS-, -CONR -, -CONRBNRB-, -CO2-, -OCO-, -NRBCO 2 -, -0-, NRBCONRB-, -OCONR -, -NRBNRB-, -NRBCO-, -S-, -SO-, -SO 2 -, -NR"-, -SO 2 NR -, NRBSO 2 -, or -NRSO 2 NRB-. In yet some embodiments, ZA is independently a bond or an optionally substituted branched or straight C 1

.

6 aliphatic chain wherein one carbon unit of ZA is optionally replaced by -CO-, -SO-, -SO 2 -, -COO-, -OCO-, -CONRB-, -NRBCO-, -NRBCO 2 , -O-, -NR"SO 2 -, or -SO 2 NR3-. In some embodiments, one carbon unit of Z^ is optionally replaced by -CO-. Or, by -SO-. Or, by -SO 2 -. Or, by -COO-. Or, by -OCO-. Or, by CONRB-. Or, by -NR CO-. Or, by -NR"CO 2 -. Or, by -0-. Or, by -NRBSO 2 -. Or, by B_

SO

2 NR -. [02211 In several embodiments, R 5 is hydrogen, halo, -OH, -NH 2 , -CN, -CF 3 , -OCF 3 , or an optionally substituted group selected from the group consisting of C 1 -6 aliphatic, C 3

.

8 52 cycloaliphatic, 3-8 membered heterocycloaliphatic, C6-jo aryl, and 5-10 membered heteroaryl. In several examples, R 5 is hydrogen, F, Cl, -OH, -CN, -CF 3 , or -OCF 3 . In some embodiments, R 5 is C 1

-

6 aliphatic, C 3

.

8 cycloaliphatic, 3-8 membered heterocycloaliphatic, C 6 1o aryl, and 5-10 membered heteroaryl, each of which is optionally substituted with I or 2 substituents independently selected from the group consisting of RB, oxo, halo, -OH, NR ,RB BOR, -COOR', and -CONR R . In several examples, Rs is optionally substituted by 1 or 2 substituents independently selected from the group consisting of oxo, F, Cl, methyl, ethyl, iso-propyl, tert-butyl, -CH 2 OH, -CH 2

CH

2 OH, -C(O)OH, -C(O)NH 2 , -CH 2

O(CI-

6 alkyl),

-CH

2

CH

2

O(C

1

-

6 alkyl), and -C(O)(CI- 6 alkyl). [0222] In one embodiment, R 5 is hydrogen. In some embodiments, R 5 is selected from the group consisting of straight or branched C 1

-

6 alkyl or straight or branched C 2

-

6 alkenyl; wherein said alkyl or alkenyl is optionally substituted with I or 2 substituents independently selected from the group consisting of RB, oxo, halo, -OH, -NRBRB, -ORB, -COORB, and BB CONR RB. [02231 In other embodiments, R 5 is C 3

.

8 cycloaliphatic optionally substituted with I or 2 substituents independently selected from the group consisting of R , oxo, halo, -OH, NR R , -ORE, -COOR 8 , and -CONRBRB. Examples of cycloaliphatic include but are not limited to cyclopropyl, cyclobutyl, cyclopentyl, cyclohexyl, and cycloheptyl. 102241 In yet other embodiments, R 5 is a 3-8 membered heterocyclic with 1 or 2 heteroatoms independently selected from the group consisting of nitrogen (including NH and NRX), oxygen, and sulfur (including S, SO, and SO 2 ); wherein said heterocyclic is optionally substituted with 1 or 2 substituents independently selected from the group RB, oxo, halo, OH, -NRR B, -ORB, -COORB, and -CONR R . Examples of 3-8 membered heterocyclic include but are not limited to II I H 0 N H, and 102251 In yet some other embodiments, R 5 is an optionally substituted 5-8 membered heteroaryl with one or two ring atom independently selected from the group consisting of nitrogen (including NH and NRX), oxygen, and sulfur (including S, SO, and SO 2 ). Examples of 5-8 membered heteroaryl include but are not limited to 53 H H H O S -> NN NNN-\ NN -~ -0 N , N'N N ,, and 102261 In some embodiments, two R s, taken together with carbons to which they are attached, form an optionally substituted 4-8 membered saturated, partially unsaturated, or aromatic ring with 0-2 ring atoms independently selected from the group consisting of nitrogen (including NH and NRx), oxygen, and sulfur (including S, SO, and SO 2 ). Examples of two R s, taken together with phenyl containing carbon atoms to which they are attached, include but are not limited to N N O y~N H 00 0-Q' i-(0 0Q -00 and [02271 In some embodiments, one R not attached top the carbon 3" or 4" is selected from the group consisting of H, RB, halo, -OH, -(CH 2 ),NRBRB, -(CH 2 )r-ORB, -S02-R3, -NRB-SO 2 RB, -SO 2 NRR B, -C(O)RB, -C(O)OR B, -OC(O)OR, -NRBC(O)ORB, and -C(O)NRBR"; wherein r is 0, 1, or 2; and each R3 is independently hydrogen, an optionally substituted C..g aliphatic group, an optionally substituted cycloaliphatic, an optionally substituted heterocycloaliphatic, an optionally substituted aryl, or an optionally substituted heteroaryl. In other embodiments, one R not attached top the carbon 3" or 4" is selected from the group consisting of H, C 1

.

6 aliphatic, halo, -CN, -NH 2 , -NH(C - 6 aliphatic), -N(CI- 6 aliphatic) 2 , CH 2

-N(CI-

6 aliphatic)2, -CH 2 -NH(Ci-6 aliphatic), -CH 2

NH

2 , -OH, -O(CI.

6 aliphatic), -CH 2 OH,

-CH

2

-O(C.

6 aliphatic), -SO 2 (CI-6 aliphatic), -N(C 1

-

6 aliphatic)-S0 2

(CI.

6 aliphatic), -NH S0 2

(C

1

-

6 aliphatic), -SO 2

NH

2 , -SO 2 NH(CI.6 aliphatic), -SO 2 N(CI.6 aliphatic) 2 , -C(O)(CI- 6 aliphatic), -C(O)O(C 1

.

6 aliphatic), -C(O)OH, -OC(O)O(CI- 6 aliphatic), -NHC(O)(CI-6 54 aliphatic), -NHC(O)O(CI-6 aliphatic), -N(CI- 6 aliphatic)C(O)O(CI-6 aliphatic), -C(O)NH 2 , and

-C(O)N(CI-

6 aliphatic)2. In several examples, RA2 is selected from the group consisting of H,

C

1 -6 aliphatic, halo, -CN, -NH 2 , -CH 2

NH

2 , -OH, -O(CI- 6 aliphatic), -CH 2 OH, -S0 2 (CI-6 aliphatic), -NH-SO2(C1.6 aliphatic), -C(O)O(CI-6 aliphatic), -C(O)OH, -NHC(O)(CI.6 aliphatic), -C(O)NH 2 , -C(O)NH(CI.

6 aliphatic), and -C(O)N(CI-6 aliphatic)2. For examples, one R not attached top the carbon 3" or 4" is selected from the group consisting of H, methyl, ethyl, n-propyl, iso-propyl, tert-butyl, F, Cl, CN, -NH 2 , -CH 2

NH

2 , -OH, -OCH 3 , -0-ethyl, -O-(iso-propyl), -O-(n-propyl), -CH 2 OH, -SO 2

CH

3 , -NH-SO 2 CH3, -C(O)OCH 3 , C(O)OCH 2

CH

3 , -C(O)OH, -NHC(O)CH 3 , -C(O)NH 2 , and -C(O)N(CH 3

)

2 . In one embodiment, all Rs not attached top the carbon 3" or 4" are hydrogen. In another embodiment, one R^ not attached top the carbon 3" or 4" is methyl. Or, one R not attached top the carbon 3" or 4" is ethyl. Or, one RA not attached top the carbon 3" or 4" is F. Or, one R not attached top the carbon 3" or 4" is Cl. Or, one RA not attached top the carbon 3" or 4" is -OCH 3 . [02281 In one embodiment, the present invention provides compounds of formula Ild or formula Ile: RA RA 3"H 14" H -- (RA) 1

-

2 NO a T (RA) 1

_

2 10 000 -0 O R1 /R Ild Ile wherein T, each RA, and R, are as defined above. 102291 In one embodiment, T is -CH 2 -, -CF 2 -, -C(CH 3

)

2 -, or In one embodiment, T is -CH 2 -. In one embodiment, T is -CF 2 -. In one embodiment, T is -C(CH 3

)

2 -. In one embodiment, T is 102301 In one embodiment, R, is selected from the group consisting of H, halo, CF 3 , or an optionally substituted group selected from C 1

.

6 aliphatic, -O(C 1 .6 aliphatic), C 3 -s cycloalkyl, 3-6 membered heterocycloalkyl containing one oxygen atom, carboxy, and aminocarbonyl. Said C1.6 aliphatic, -O(C 1 .6 aliphatic), C 3

.

5 cycloalkyl, 3-6 membered heterocycloalkyl containing one oxygen atom, carboxy, or aminocarbonyl is optionally substituted with halo, 55 CN, hydroxy, or a group selected from amino, branched or straight C 1

-

6 aliphatic, branched or straight alkoxy, aminocarbonyl, C 3

.

8 cycloaliphatic, 3-10 membered heterocyclicaliphatic having 1, 2, or 3 ring membered independently selected from nitrogen (including NH and NRx), oxygen, or sulfur (including S, SO, and SO 2 ), C 6

-

10 aryl, and 5-10 membered heteroaryl, each of which is further optionally substituted with halo or hydroxy. Exemplary embodiments include H, methyl, ethyl, iso-propyl, tert-butyl, F, Cl, CF 3 , CHF 2 , -OCF3, OCH 3 , -OCH 2

CH

3 , -O-(iso-propyl), -O-(tert-butyl), -COOH, -COOCH 3 , -CONHCH(tert butyl)CH 2 OH, -CONHCH(CH 3

)CH

2 OH, -CON(CH 3

)

2 , -CONHCH 3 , -CH 2

CONH

2 , pyrrolid 1-yl-methyl, 3-hydroxy-pyrrolid-1-yl-methyl, morpholin-4-yl-methyl, 3-hydroxy-pyrrolid-l yl-formyl, tetrazol-5-yl-methyl, cyclopropyl, hydroxymethyl, methoxymethyl, ethoxymethyl, methylaminomethyl, dimethylaninomethyl, cyanomethyl, 2-hydroxyethylaminomethyl, iso propoxymethyl, or 3-methyloxetan-3-yl. IN still other embodiments, R, is H. Or, R, is methyl. Or, R, is ethyl. Or, R, is CF 3 . Or, R, is oxetanyl. 10231] In some embodiments, RA attached at the carbon carbon 3" or 4"is H, halo, OH, CF 3 ,

OCF

3 , CN, SCH 3 , or an optionally substituted group selected from Ci-6 aliphatic, amino, alkoxy, or 3-8 membered heterocycloaliphatic having 1, 2, or 3 ring members each independently chosen from nitrogen (including NH and NRX), oxygen, or sulfur (including S, SO, and SO 2 ). In some embodiments, RA attached at the carbon carbon 3" or 4" is H, F, Cl, OH, CF 3 , OCF 3 , CN, or SCH 3 . In some embodiments, RA attached at the carbon carbon 3" or 4" is C 1

-

6 alkyl, amino, alkoxy, or 3-8 membered heterocycloalkyl having 1, 2, or 3 ring members each independently chosen from nitrogen (including NH and NRX), oxygen, or sulfur (including S, SO, and SO 2 ); wherein said alkyl, amino, alkoxy, or heterocycloalkyl each is optionally substituted with 1, 2, or 3 groups independently selected from oxo, halo, hydroxy, or an optionally substituted group selected from C 1

.

6 aliphatic, cycloaliphatic, heterocycloaliphatic, aryl, heteroaryl, carbonyl, amino, and carboxy. In one embodiment, RA attached at the carbon carbon 3" or 4" is H, F, Cl, OH, CF 3 , OCF 3 , CN, SCH 3 , methyl, ethyl, iso-propyl, tert-butyl, 2-methylpropyl, cyanomethyl, aminomethyl, hydroxymethyl, 1 hydroxyethyl, methoxymethyl, methylaminomethyl, (2'-methylpropylamino)-methyl, 1 methyl-I-cyanoethyl, n-propylaminomethyl, dimethylaminomethyl, 2-(methylsulfonyl)-ethyl,

CH

2 COOH, CH(OH)COOH, diethylamino, piperid- 1 -yl, 3-methyloxetan-3-yl, 2,5 dioxopyrrolid-1-yl, morpholin-4-yl, 2-oxopyrrolid-l-yl, tetrazol-5-yl, methoxy, ethoxy,

OCH

2 COOH, amino, dimethylamino, NHCH 2 COOH, or acetyl. 102321 In one embodiment, RA attached at the carbon carbon 3" or 4" is ZAR 5 , wherein ZA is selected from CONH,.CON(CI- 6 alkyl), NHCO, SO 2 NH, SO 2

N(CI-

6 alkyl), NHSO 2 , 56

CH

2

NHSO

2 , CH 2

N(CH

3

)SO

2 , CH 2 NHCO, CH 2

N(CH

3 )CO, COO, SO 2 , SO, or CO. In one embodiment, RA attached at the carbon carbon 3" or 4" is ZAR 5 , wherein ZA is selected from CONH, SO 2 NH, SO 2 N(CI-6 alkyl), CH 2

NHSO

2 , CH 2

N(CH

3

)SO

2 , CH 2 NHCO, COO, SO 2 , or Co. 102331 In one embodiment, ZA is COO and R 5 is H. In one embodiment, ZA is COO and RS is an optionally substituted straight or branched C1- 6 aliphatic. In one embodiment, ZA is COO and R 5 is an optionally substituted straight or branched C1.

6 alkyl. In one embodiment, ZA is COO and Rs is C1.6 alkyl. In one embodiment, ZA is COO and R 5 is methyl. [02341 In one embodiment, ZA is CONH and R 5 is H. In one embodiment, ZA is CONH and Rs is an optionally substituted straight or branched Ct- 6 aliphatic. In one embodiment, ZA is CONH and R 5 is C,.

6 straight or branched alkyl optionally substituted with one or more groups independently selected from -OH, halo, CN, optionally substituted C1- 6 alkyl, optionally substituted C 3 .1 0 cycloaliphatic, optionally substituted 3-8 membered heterocycloaliphatic, optionally substituted C 6

.

10 aryl, optionally substituted 5-8 membered heteroaryl, optionally substituted alkoxy, optionally substituted amino, and optionally substituted aminocarbonyl. In one embodiment, ZA is CONH and R 5 is 2 (dimethylamino)ethyl, cyclopropylmethyl, cyclohexylmethyl, 2-(cyclohexen-1-yl)ethyl, 3 (morpholin-4-yl)propyl, 2-(morpholin-4-yl)ethyl, 2-(1H-imidazol-4-yl)ethyl, tetrahydrofuran 2-yl-methyl, 2-(pyrid-2-yl)ethyl, (I -ethyl-pyrrolidin-2-yl)methyl, 1-hydroxymethylpropyl, I hydroxymethylbutyl, 1-hydroxymethylpentyl, 1-hydroxymethyl-2-bydroxyethyl, 1 hydroxymethyl-2-methylpropyl, 1-hydroxymethyl-3-methyl-butyl, 2,2-dimethyl-1 hydroxymethyl-propyl, 1,1-di(hydroxymethyl)ethyl, 1,1-di(hydroxymethyl)propyl, 3 ethoxypropyl, 2-acetoaminoethyl, 2-(2'-hydroxyethoxy)ethyl, 2-hydroxyethyl, 3 hydroxypropyl, 2-hydroxypropyl, 4-hydroxybutyl, 2,3-dihydroxypropyl, 2-hydroxy-1 methylethyl, 2-methoxyethyl, 3-methoxypropyl, 2-cyanoethyl, or aminotformylmethyl. In one embodiment, ZA is CONH and R 5 is straight or branched C,- 6 alkyl. In one embodiment, ZA is CONH and R 5 is methyl, ethyl, n-propyl, iso-propyl, 3-methylbutyl, 3,3-dimethylbutyl, 2-methylpropyl, or tert-butyl. [02351 In one embodiment, ZA is CONH and R 5 is an optionally substituted C 3

.

10 cycloaliphatic. In one embodiment, ZA is CONH and R 5 is an optionally substituted C 3 .10 cycloalkyl. In one embodiment, ZA is CONH and R 5 is cyclopropyl, cyclobutyl, cyclopentyl, or cyclohexyl. 102361 In some embodiment, ZA is CONH and R 5 is an optionally substituted 3-8 membered 57 heterocycloaliphatic. In several examples, Z^ is CONH and RS is an optionally substituted 3 8 membered heterocycloalkyl, having 1, 2, or 3 ring members independently selected from nitrogen (including NH and NRX), oxygen, or sulfur (including S, SO, and SO 2 ). In several examples, ZA is CONH and R 5 is 3-8 membered heterocycloalkyl optionally substituted with 1, 2, or 3 groups independently selected from oxo, halo, hydroxy, or an optionally substituted group selected from C 1

.-

6 aliphatic, cycloaliphatic, heterocycloaliphatic, aryl, heteroaryl, carbonyl, amino, and carboxy. In one embodiment, ZA is CONH and Rs is 3-oxo isoxazolidin- 4 -yl. 10237] In some embodiments, ZA is CON(CI- 6 aliphatic) and RS is an optionally substituted C2,6 aliphatic or an optionally substituted

C

3

.

8 cycloaliphatic. In some embodiments, ZA is CON(branched or straight C1.6 alkyl) and R 5 is branched or straight C1.6 alkyl or C3.s cycloaliphatic, each optionally substituted with 1, 2, or 3 groups independently selected from CN, OH, and an optionally substituted group chosen from amino, branched or straight C 1 -6 aliphatic, C3.8 cycloaliphatic, 3-8 membered heterocycloaliphatic, C6.o aryl, and 5-10 membered heteroaryl. In one embodiment, ZA is CON(CH 3 ) and R 5 is methyl, ethyl, n propyl, butyl, 2-pyrid-2-ylethyl, dimethylaminomethyl, 2-dimethylaminoethyl, 1,3-dioxolan 2-ylmethyl, 2-cyanoethyl, cyanomethyl, or 2-hydroxyethyl. In one embodiment, ZA is

CON(CH

2

CH

3 ) and R 5 is ethyl, propyl, iso-propyl, n-butyl, tert-butyl, cyclohexyl, 2 dimethylaninoethyl, or 2-hydroxyethyl. In one embodiment, ZA is CON(CH 2

CH

2

CH

3 ) and Rs is cyclopropylmethyl or 2-hydroxyethyl. In one embodiment, ZA is CON(iso-propyl) and

R

5 is iso-propyl. [02381 In some embodiments, Z^ is CH 2 NHCO and R 5 is an optionally substituted straight or branched C1-6 aliphatic, an optionally substituted C3.8 cycloaliphatic, an optionally substituted alkoxy, or an optionally substituted heteroaryl. In some embodiments, ZA is CH 2 NHCO and RS is straight or branched C1.6 alkyl, C3-8 cycloalky, or alkoxy, each of which is optionally substituted with 1, 2, or 3 groups independently selected from halo, oxo, hydroxy, or an optionally substituted group selected from C1.

6 aliphatic, C3.b cycloaliphatic, 3-8 membered heterocycloaliphatic,

C

6

.

10 aryl, 5-10 membered heteroaryl, alkoxy, amino, carboxyl, and carbonyl. In one embodiment, Z^ is CH 2 NHCO and RS is methyl, ethyl, 1-ethylpropyl, 2 methylpropyl, 1-methylpropyl, 2,2-dimethylpropyl, n-propyl, iso-propyl, n-butyl, tert-butyl, cyclopentyl, dimethylaminomethyl, methoxymethyl, (2'-methoxyethoxy)methyl, (2' methoxy)ethoxy, methoxy, ethoxy, iso-propoxy, or tert-butoxy. In one embodiment, ZA is

CH

2 NHCO and Rs is an optionally substituted heteroaryl. In one embodiment, ZA is

CH

2 NHCO and R 5 is pyrazinyl. 58 [02391 In some embodiments, ZA is CH 2

N(CH

3 )CO and Rs is an optionally substituted straight or branched C 1 -6 aliphatic, C3.s cycloaliphatic, or an optionally substituted heteroaryl. In some embodiments, Z^ is CH2N(CH 3 )CO and R 5 is straight or branched C 1 -6 alkyl, or 5 or 6 membered heteroaryl, each of which is optionally substituted with 1, 2, or 3 groups independently selected from halo, oxo, hydroxy, or an optionally substituted group selected from C 1

.

6 aliphatic, C 3

.

8 cycloaliphatic, 3-8 membered heterocycloaliphatic,

C

6

.

10 aryl, 5-10 membered heteroaryl, alkoxy, amino, carboxyl, and carbonyl. In one embodiment, ZA is

CH

2

N(CH

3 )CO and R 5 is methoxymethyl, (2'-methoxyethoxy)methyl, dimethylaminomethyl, or pyrazinyl. In some embodiments, ZA is CH 2

N(CH

3 )CO and R 5 is branched or straight C 1 -6 alkyl or C 3

.

8 cycloalkyl. In one embodiment, ZA is CH 2

N(CH

3 )CO and R 5 is methyl, ethyl, iso-propyl, n-propyl, n-butyl, tert-butyl, I -ethylpropyl, 2-methylpropyl, 2,2-dimethylpropyl, or cyclopentyl. 102401 In one embodiment, ZA is SO 2 NH and R 5 is H. In some embodiments, ZA is SO 2 NH and R 5 is an optionally substituted straight or branched C1-6 aliphatic. In some embodiments, Z^ is SO 2 NH and R 5 is is straight or branched C 1

-

6 alkyl optionally substituted with halo, oxo, hydroxy, or an optionally substituted group selected from C 1 -6 aliphatic, C 3 .- cycloaliphatic, 3-8 membered heterocycloaliphatic,

C

6 -1o aryl, 5-10 membered heteroaryl, alkoxy, amino, amido, carboxyl, or carbonyl. In one embodiment, Z^ is SO 2 NH and R 5 is methyl. In one embodiment, ZA is SO 2 NH and R 5 is ethyl. In one embodiment, ZA is SO 2 NH and R 5 is n propyl. In one embodiment, Z is SO 2 NH and R 5 is iso-propyl. In one embodiment, ZA is

SO

2 NH and R 5 is tert-butyl. In one embodiment, ZA is SO 2 NH and Rs is 3,3-dimethylbutyl. In one embodiment, ZA is SO 2 NH and R 5 is CH 2

CH

2 OH. In one embodiment, Z^ is SO 2 NH and Rs is CH 2

CH

2 OCH3. In one embodiment, ZA is SO 2 NH and R 5 is CH(CH 3

)CH

2 OH. In one embodiment, ZA is SO 2 NH and R 5 is CH 2

CH(CH

3 )OH. In one embodiment, Z^ is

SO

2 NH and Rs is CH(CH 2

OH)

2 . In one embodiment, ZA is SO 2 NH and Rs is

CH

2

CH(OH)CH

2 OH. In one embodiment, ZA is SO 2 NH and R 5 is CH 2 CH(OH)CH2CH3. In one embodiment, Z^ is SO 2 NH and R 5 is C(CH 3

)

2

CH

2 OH. In one embodiment, ZA is S0 2 NH and R 5 is CH(CH 2

CH

3 )CH2OH. In one embodiment, ZA is SO 2 NH and Rs is

CH

2

CH

2 0CH 2 CH2OH. In one embodiment, ZA is SO 2 NH and R 5 is C(CH 3

)(CH

2 OH)2. In one embodiment, Z is SO 2 NH and Rs is CH(CH 3 )C(O)OH. In one embodiment, Z^ is

SO

2 NH and R 5 is CH(CH 2 OH)C(O)OH. In one embodiment, ZA is SO 2 NH and Rs is

CH

2 C(O)OH. In one embodiment, ZA is SO 2 NH and R 5 is CH 2

CH

2 C(O)OH. In one embodiment, ZA is SO 2 NH and Rs is CH 2

CH(OH)CH

2 C(O)OH. In one embodiment, ZA is

SO

2 NH and R 5 is CH 2

CH

2

N(CH

3 )2. In one embodiment, ZA is SO 2 NH and R 5 is 59

CH

2

CH

2 NHC(O)CH3. In one embodiment, Z^ is SO 2 NH and Rs is CH(CH(CH 3

)

2 )CH2OH. In one embodiment, ZA is SO 2 NH and R 5 is CH(CH 2

CH

2

CH

3 )CH2OH. In one embodiment, Z^ is SO 2 NH and Rs is tetrahydrofuran-2-ylmethyl. In one embodiment, ZA is SO 2 NH and Rs is furylmethyl. In one embodiment, ZA is SO 2 NH and R 5 is (5-methylfuryl)-methyl. In one embodiment, ZA is SO 2 NH and R 5 is 2-pyrrolidinylethyl. In one embodiment, ZA is

SO

2 NH and Rs is 2-(1-methylpyrrolidinyl)-ethyl. In one embodiment, ZA is SO 2 NH and R 5 is 2-(morpholin-4-yl)-ethyl. In one embodiment, ZA is SO 2 NH and R 5 is 3-(morpholin- 4 -yl) propyl. In one embodiment, ZA is SO 2 NH and Rs is C(CH 2

CH

3 )(CH2OH)2. In one embodiment, ZA is SO 2 NH and R 5 is 2-(lH-iimidazol-4-yl)ethyl. In one embodiment, Z^ is

SO

2 NH and R 5 is 3-(IH-imidazol-1-yl)-propyl. In one embodiment, ZA is SO 2 NH and R 5 is 2-(pyridin-2-yl)-ethyl. [02411 In some embodiment, ZA is SO 2 NH and R 5 is an optionally substituted

C

3

.

8 cycloaliphatic. In several examples, ZA is SO 2 NH and R 5 is an optionally substituted

C

3

.

8 cycloalkyl. In several examples, ZA is SO 2 NH and R 5 is C 3

.

8 cycloalkyl. In one embodiment, ZA is SO 2 NH and R 5 is cyclobutyl. In one embodiment, ZA is SO 2 NH and Rs is cyclopentyl. In one embodiment, ZA is SO 2 NH and R 5 is cyclohexyl. 102421 In some embodiment, ZA is SO 2 NH and R 5 is an optionally substituted 3-8 membered heterocycloaliphatic. In several examples, ZA is SO 2 NH and Rs is an optionally substituted 3-8 membered heterocycloalkyl, having 1, 2, or 3 ring members independently selected from nitrogen (including NH- and NRX), oxygen, or sulfur (including S, SO, and SO 2 ). In several examples, ZA is SO 2 NH and Rs is 3-8 membered heterocycloalkyl optionally substituted with 1, 2, or 3 groups independently selected from oxo, halo, hydroxy, or an optionally substituted group selected from C 1

.

6 aliphatic, aryl, heteroaryl, carbonyl, amino, and carboxy. In one embodiment, ZA is SO 2 NH and R 5 is 3-oxo-isoxazolidin-4-yl. [02431 In some embodiments, Z^ is SO 2 N(CI-6 alkyl) and R 5 is an optionally substituted straight or branched CI.6 aliphatic or an optionally substituted cycloaliphatic. In some embodiments, ZA is SO 2 N(CI.-6 alkyl) and R 5 is an optionally substituted straight or branched

C

1

.

6 aliphatic. In some embodiments, ZA is SO 2

N(CI.

6 alkyl) and R 5 is an optionally substituted straight or branched C 1

.

6 alkyl or an optionally substituted straight or branched C 2 -. 6 alkenyl. In one embodiments, ZA is SO 2 N(CH3) and Rs is methyl. In one embodiments, Z^ is SO 2

N(CH

3 ) and R 5 is n-propyl. In one embodiments, ZA is SO 2

N(CH

3 ) and Rs is n-butyl. In one embodiments, ZA is SO 2

N(CH

3 ) and R 5 is cyclohexyl. In one embodiments, Z^ is

SO

2

N(CH

3 ) and R 5 is allyl. In one embodiments, ZA is SO 2

N(CH

3 ) and Rs is CH 2

CH

2 OH. In 60 one embodiments, ZA is SO 2

N(CH

3 ) and R 5 is CH 2

CH(OH)CH

2 OH. In one embodiments, ZA is SO 2 N(ethyl) and R 5 is ethyl. In one embodiment, ZA is SO 2

N(CH

2

CH

3 ) and R 5 is

CH

2

CH

3 OH. In one embodiments, ZA is SO 2

N(CH

2

CH

2 CH3) and Rs is cyclopropylmethyl. In one embodiments, Z^ is SO 2 N(n-propyl) and Rs is n-propyl. In one embodiments, ZA is

SO

2 N(iso-propyl) and R 5 is iso-prpopyl. [0244] In some embodiments, ZA is CH2NHSO2 and R. is an optionally substituted C1-6 aliphatic. In some embodiments, Z is CH 2

NHSO

2 and Rs is an optionally substituted straight or branched C 1 .6 alkyl. In one embodiment, ZA is CH 2

NHSO

2 and R 5 is methyl, ethyl, n-propyl, iso-propyl, or n-butyl. In some embodiments, ZA is CH 2 N(C.6 aliphatic)S02 and R 5 is an optionally substituted C1-6 aliphatic. In some embodiments, ZA is CH 2 N(CI-6 aliphatic)S02 and Rs is an optionally substituted straight or branched C 1

-

6 alkyl. In one embodiment, ZA is CH 2

N(CH

3 )SO2 and R 5 is methyl, ethyl, n-propyl, iso-propyl, or n-butyl. 102451 In one embodiment, ZA is SO and R 5 is methyl. In one embodiment, ZA is SO 2 and R 5 is OH. In some embodiments, ZA is SO2 and R 5 is an optionally substituted straight or branched C 1

.-

6 aliphatic or an optionally substituted 3-8 membered heterocyclic, having 1, 2, or 3 ring members independently selected from the group consisting of nitrogen (including NH and NRA), oxygen, or sulfur (including S, SO, and SO 2 ). In some embodiments, ZA is

SO

2 and R 5 is straight or branched C 1

-

6 alkyl or 3-8 membered heterocycloaliphatic; each of which is optionally substituted with 1, 2, or 3 of oxo, halo, hydroxy, or an optionally substituted group selected from C.-6 aliphatic, aryl, heteroaryl, carbonyl, amino, and carboxy. In one embodiment, ZA is S02 and R 5 is methyl, ethyl, or iso-propyl. In some embodiments, ZA is S02 and examples of R 5 include but are not limited to: F OH N > OO H OH N OH N OH OH N 61 NH OH "(

O

N CN N N N NN O NH2 OH, C) (N) (N) 0N N N N N N- and 102461 In one embodiment, ZA is CO and R 5 is an optionally substituted amino, an optionally substituted C1-6 straight or branched aliphatic, or an optionally substituted 3-8 membered heterocyclic, having 1, 2, or 3 ring members independently selected from the group consisting of nitrogen (including NH and NRX), oxygen, or sulfur (including S, SO, and

SO

2 ). In one embodiment, ZA is CO and R 5 is di-(2-methoxyethyl)amino or di-(2 hydroxyethyl)amino. In some embodiments, ZA is CO and R 5 is straight or branched C 1 -6 alkyl or 3-8 membered heterocycloaliphatic each of which is optionally substituted with 1, 2, or 3 of oxo, halo, hydroxy, or an optionally substituted group selected from C 1 -6 aliphatic, aryl, heteroaryl, carbonyl, amino, and carboxy. In one embodiment, ZA is CO and R 5 is N (N) -N N N N HO N N NH2 CN N OH O- 6 N O 62 4N OH O OH NN ONO N 00 OH H 114I4.N F N N N H OH N N N N N0 NN

NH

2 , OH or [02471 In some embodiments, Z^ is NHCO and Rs is an optionally substituted group selected from C 1

.

6 aliphatic,

C

1 -6 alkoxy, amino, and heterocycloaliphatic. In one embodiment, Z^ is NHCO and R 5 is C 1 6 alkyl, CI-6 alkoxy, amino, or 3-8 membered heterocycloalkyl having 1, 2, or 3 ring member independently selected from nitrogen (including NH and NRX), oxygen, or sulfur (including S, SO, and SO 2 ); wherein said alkyl, alkoxy, amino or heterocycloalkyl each is optionally substituted with 1, 2, or 3 groups independently selected from oxo, halo, hydroxy, or an optionally substituted group selected from C1-6 aliphatic, 3-8 membered heterocycloaliphatic, alkoxy, carbonyl, amino, and carboxy. In one embodiment, Z^ is NHCO and R 5 is methyl, methoxymethyl, hydroxymethyl, (morpholin-4-yl)-methyl,

CH

2 COOH, ethoxy, dimethylamino, or morpholin-4-yl. 102481 In some embodiments, one RA not attached at the carbon carbon 3" or 4" is selected 63 B BRBB B, N from the group consisting of H, R , halo, -OH, -(CH 2 )-NRRB, -(CH 2 ),ORB, -S0 2 -RB, BB B

SO

2 -RB, -SO2NRBRB,

-C(O)R

8 , -C(O)ORB, -OC(O)OR , -NR C(O)OR , and C(O)NR RB; wherein r is 0, 1, or 2; and each RB is independently hydrogen, an optionally substituted C 1 .s aliphatic group, an optionally substituted cycloaliphatic, an optionally substituted heterocycloaliphatic, an optionally substituted aryl, or an optionally substituted heteroaryl. In other embodiments, one RA not attached at the carbon carbon 3" or 4" is selected from the group consisting of H, C 1

.

6 aliphatic, C 3 .8 cycloaliphatic, 3-8 membered heterocycloaliphatic, C6-10 aryl, 5-8 membered heteroaryl, halo, -CN, -NH 2 , -NIH(C.6 aliphatic), -N(CI.

6 aliphatic)2, -CH 2

-N(C,.

6 aliphatic)2,

-CH

2 -(heteroaryl),

-CH

2 -NH(CI-6 aliphatic), -CH 2

NH

2 , -OH, -O(CI- 6 aliphatic), -CH 2 OH, -CH 2 -O(CI-6 aliphatic), -SO 2 (CI-6 aliphatic),

-N(CI-

6 aliphatic)-SO2(Ct-6 aliphatic), -NH-SO 2 (CI-6 aliphatic), -SO 2

NH

2 , SO 2 NH(CI.6 aliphatic), -SO 2 N(CI-6 aliphatic)2, -C(O)(Ci.

6 aliphatic), -C(O)O(C- 6 aliphatic), C(O)OH, -OC(O)O(Ci. 6 aliphatic), -NHC(O)(CI-6 aliphatic), -NHC(O)O(C-6 aliphatic), N(CI- 6 aliphatic)C(O)O(C-6 aliphatic), -C(O)Nli 2 , and -C(O)N(CI- 6 aliphatic)2. In several examples, RA2 is selected from the group consisting of H, C1-6 aliphatic, 5-8 membered heteroaryl, halo, -CN, -NH 2 , -CH 2

NH

2 , -OH, -O(C.

6 aliphatic), -CH 2 OH, -CH 2 -(5-8 membered heteroaryl), -S0 2

(C

1

..

6 aliphatic), -NH-S0 2 (CI-6 aliphatic), -C(O)O(CI.

6 aliphatic), -C(O)OH, -NHC(O)(CI.- aliphatic), -C(O)NH 2 , -C(O)NH(C.. 6 aliphatic), and -C(O)N(CI.

6 aliphatic)2. For examples, one R not attached at the carbon carbon 3" or 4" is selected from the group consisting of H, methyl, ethyl, n-propyl, iso-propyl, tert-butyl, tetrazol-5-yl, F, C1, CN, -NH 2 , -CH 2

NH

2 , -CH 2 CN, -CH 2 COOH, -CH 2

CH

2 COOH, 1,3-dioxo-isoindolin-2 ylmethyl, -OH, -OCH 3 , -OCF3, ethoxy, iso-propoxy, n-propoxy,

-CH

2 OH, -CH 2

CH

2 OH, SO 2

CH

3 , -NH-SO 2

CH

3 , -C(O)OCH 3 , -C(O)OCH 2

CH

3 , -C(O)OH, -NHC(O)CH 3 , -C(O)NH 2 , and -C(O)N(CH 3 )2. In one embodiment, one RA not attached at the carbon carbon 3" or 4" is hydrogen. In another embodiment, one R not attached at the carbon carbon 3" or 4" is methyl, ethyl, F, Cl, or -OCH 3 . [02491 In some embodiments, one R not attached at the carbon carbon 3" or 4" is H, hydroxy, halo, C 1

.

6 alkyl, C 1

-

6 alkoxy, C 3

.

6 cycloalkyl, or NH 2 . In several examples, RA2 is H, halo, C.4 alkyl, or C1.4 alkoxy. Examples of one RA not attached at the carbon carbon 3" or 4" include H, F, Cl, methyl, ethyl, and methoxy. 5. Exemplary Compounds [02501 Exemplary compounds of the present invention include, but are not limited to, those illustrated in Tdble I below. 64 Table 1: Examples of compounds of the present invention. 12 3 H 0V H Hk0 IINH NH 0 r6k4o HH N 012 10 01_ _ _ _ _ __ _ _ _ _ 0 65 13 14 15 HH N o 0 a o HN 16 17 18 H N7 N

I~

3 ~0 0 1920 21 0 0 y F 0 0__ _ 22 23 24 NHa N y 0 0N = 66 25 26 27 N N .. 28 29 30 N Ya N , N 31 32 33 F C H 34 35 36 NH0 9 0 0 0 67 37 38 39 N0 9 cl ,.p0s 0 CI 40 41 42 H* 0 N0 N F 0 HNS H O0 0 0 H 43 44 45 ki N 04 0 ) N,7 00H 0 0 68- 49 50 51____________ H IN H~~~ 07NH N 0-... 00 0 0 55 56 lao 0 0 ~ cl 0 0 69 61 62 63 NHFFF N O ' N 0 0 &* F F -N 0 H 70 -69 H FHF 7 700 F17 0H 0 00 N 07 73 74 H V7 o F F H I O O N 0 0 F H -76 78 7 H O H "Y O 0 NZ O 0 79 80 81 IH 'S7 024 0 F HO H3 0 0= F F 0 F n 0 NH9 71 85 86 87 FN HH H O N C C0 0 H 8889 90 H. H 72 0 ~ N OOR-O o=o CI 996 949 HH N, 0 N H0 0 -Il Y CI:Zr, HNN __ __ 45 941 N72 97 98 99 H 1H N.0 0 ' HNN 0 103 10- 10 14 S:O N O OIO F s a 0 0. 0 a N 106 107 108 F.#jXZON C1 73 109 110 Hop. 00 H F N 0 HN H FFF N N CO H FN 0H 0 0 N OI HN7 N. .~laF F I F 118119 120 N FF F H F 0 0 ao 74 121 12123 NH 124 125 128 0 07 N0 F F HH 127V 28, 12 N H 0 00 0 F 0 F H N 130 - - 131 132 H75 133 134 135 H H N N 0~yL 0 ao 140 CHH HH F NN 0 13 140 138 H 00 HH N 0 N 0 N F 760 145 146 147 O. H N- H N N NV 0 HNH0 F- 0 HN 0I H H o1=0 H HHO Oo N O0 =0 0 F 0 H F O FO 77 157 158 159 F -j 160 161 162 H H N 0 N NO OH HNH 163 164 165 F F 1 ' F H 0 0 F I 0 F I F I HH0 H 166 167 168 o+ NHH N, F F 0 0 H 78 169 170 171 HH N 0 00 NHN 172 173 -177 0 NZ F~~ 00-1 NHN 175 179 177 HN N 0 N 0 0 NN 0 H N 178 17918 181 182 183 IN 184 185 186 N 0 0 : 187 188 189 F H N 0 190 191 192 H 800 NN HN O~N HNN N 0 800 193 194 195 NH 0 0 0 "N 196 197 198 H N 0 0 157 50, NY .a <~ 0 0 H N HH N H0 NI 00 00 N81 205 206 207 HH 0-d r,0 0 ~ ~ H HHH 208 209 210 00 211 212 213 NN 0- =0 - 0 HNN F Ff w 214 215 216 o Na o NH 0 8 H 211 ~ ~ 223 217 218 219 O0 N0 F 0 *H 220 22 222 0 0 =0 o' -o 223 224 225 0, 0 H 223 227 225 0 0 K::a 0,83 229 230 231 N ~L- 0 HN H 0 -232 233 234 00 H 0\ Ho FII HNN 235 236 83 241 242 243 H N 0 ~ NV N H ro 244 245 246 040 H 7N, 247 248 249 '- NH HH o-s!=oN 0 a 0= -o F F NN

-

0 F 250 2~51 5 25 3 254 255 NN )L NH 0 HH Y-6I 257 258 H-: NN 25 20 261 26226 264 o NH 86 265 266 267 H7 VIC F F NX o NN 0I I -0 HN 9 I 0 H 28 269- 270 HH N 0 0 H 0N N0 274 275 276

H

0 Q ________ N 0 N L-.87 277 278 279 F F H FN N0 F ki I NO i 0 HN 0 oH~a NN 0

T

0 o-~ IHjNHK: H H,, NH 0 H 0 283 281 282 N NH 26284 285 F ,H HN 283 287 288 N N 0 I I 0~ 00N HN"' 10 N- 1 0 8 289 290 291 Q O H -0 0 r4 0 292 293 294 NN 0O 0 0N HN 0 HN 0 N 29 299 300 O F F F 89 301 302 303 HH 0 N 0 N~N 304 30530 0 H 0 0)Ia N HNN -Jl 37 308 309 H- 0 ~0 310 311 312 HN 90 313 314 315 0=5=0 I NH F 316 320 31 F H N7 F 0 0 CIC 091 319 320 321 7 I- c2 322 323 324 NN \-oI 91 325 326 327 H TVF H N O F F NC F

-

0 F HN 0 "t28 329 330 H .

H N N N 0

H

0 0 c F F 331 332 333 ~NF F H N N N 0 923 337 338 339 H N O N N ON NCNrO HN 0 F 0 H * 934 3034134 H7 H H & lL 0 0 a 0== N§J. 0 r 0 H 343 344 345 90 346 347 348 N 0~. N 0 ~N 0 HN 93 349 350 351 Ho 352 353 354 N 0 00 0=~= HNH 355 356 357 - 0 0 Ky 0 I I 9 358 356 357 NY~a H N 0 0 Il94 361 362 36 00 00 F0 36 368 369 HF 00 F ~% 370 378 372 NN HY1 "N 0 c~i~0 Hla _ _ _ _ c 195 373 3T4 375 H Ho 376 377 378 H NF HN OH 38 38 3799 385 386 387 N" 0 1 J aoj0 o=o~ 0 H o Qyo HNH 388 389 390 N 0 0~ 0V 391 392 393 0:S:0O H N , 0 N, N X K0 0~ N0 0 10 394 39 9 397 398 399 N O HN 0 H 4004 N F 01=0 SNHN 400 404 405 -17I I 0A 00"S O~S HNN 406 407 408 HH H 98 409 410 411 H N IN 0 0 NN H 412413 414 0 H N HN N N H N -- F F F -J H H H , aO 99 10 - 415 419 420 N~~a 00

-

NO HNH H 9H 421 422 423 HO N 0 O I~-O C I-I s O F O 0 N 424 425 426 N P, N 0 00 CI 0 427 428 429 N 0 H N' OHH 430 431 432 N N 0 NY N0 0 0 IN 0 100 433 434 435 O: O 43 437 438 440 44 N O ono N FF C-lo FO *~ - 0 0I~ IZI H.N 100 00 445 446 - 447 F 0 o 0= =0 F 00 NH 0 cc)~ 0 0 H N 0 N N ,a H N 0 H 102 457 I458 -4-59 HH HN 0

H

0 0 H .460 461 462 00

H

0 0 0 HO l 463 464 465

N

0 0 N 0 466 467 - N 468 H ~ N 0 N F Q 0 103 469 470 NN F Wo S474 472 473 H -~ 0 C NN N HN O= O 104 N Ia N 0 Kio4 00 0 0N 00 481 482 -483 Hy~aa N~

.

NZ 0 484 485 486 H N N 0. 0 00 0-= 'NH.N I.0 / NN 490 491 492 0' ~~c~r 0 H 7 N HN 0. 105 493 49449 H 17 0y7a N y 0H0 0 0$ - O HH NO N H 496 49 N ,0 Hb -NS H Cl H0 5429. 503 504 HH 10 505 506 507 F FCl F HHN -I~ ____ 508 1509- 510 H k4C N0 N . 0 NOO 9 0 CIC 511 512 513 00 0 00 514 515 -516

HN

0 H 107 517 518 519 N NyNH F N N N 8 0 Fo 1080 52 I530 531 HH N a H H O&o O Oo 32SO 533 53 N F H F O F v 0 F F HNHOO OL 09 INN 0 HN 0 538536 540 F F Cso H 0 109 541 542 543 H cI N' 0 54456 oco 07c0 F H O - O HH C' = NA~Jc H O HN 547 548 549 a C, 0 'F ' 0 550 551 552 N H N N0 o'lo 110 553 554 555 0 Vlt 1 1O 556 55758 FF H HF - y~-~r H 0 0a.)- 0 0 -- ~N 0 559 ____6__ 6___0 __5___1 H NH

-

2'1 N 0i Y0 ao 1___ 0 S11-1pyo'11 565 566 567 N F HF 0 569 570 F FH~ H1fO 0 0

N

572o FF NN-N HH HM 0 571 ~~~~~5725_ _ _ _ _ __ _ _ _ _ _ _ NN 571 572576 O, H H. 2 N ' N ao1 0 0 y 1 11 577 578 579 HN O 58 51 58 0 N H 0 ~N a0 0O 0 NN 0 O N 580 581 0 0 N 0 0= 0 s= AO H 00 H YV a H 586 587 588 N0 N0 0=s=0 -INH 113 . 589 590 591 H HO N. - H ~114 0H N N 598 60059 HH N 04 601 602 603 H H4 >FNFY 0 F I o -jg FOI b o ~ N 0 N O 0 sN

HH/

0 0 j~NH HNZ 115 613 614 615 N 0 O S=O F7- F 06 0 90 0O 616 17618 N 0 N 619 620 621 'HN' N O 0 0 N~ 01 0 09 HNH Hy~a o AZ116 625 626 627 O:S=O No o F F F O 0HO F00 oHN F H H 117 00 CiN 9LNXoI 0 H.N 0 HN 0 rlll 117 637 638 639 :S:O N OHO 0 N 40 HN 0 HHNH 641 642 F F HN H. ON 0 0 0 F I m 0 00 HNHON 0 H 643 644 645 H. ~ 0 0 I0H 0 0 "a a 118 649 650 651 0 N 0 N% CI 655 s 656 NH H N 0F 9 0 eH S19 661 66263 H 917a N 0..~ OF NN 664 665 666 F 0 Of Ile 667668 669 0~0 o ~N~kHN 00 67-7 672 07 I 7 HH 0 NHN 120 673 674 675 HH F FF 0 0 F t 0 H Ho 676 677 678 F H0 ONFF rO ,2lo amn 00 ao Ho 679 680 681 I P F H N 12 1F H yko Hya F. 121 685 686 687 H F 0 N 0N 0 0690 0 N NHN."

H

0 0 69 69 693 0 H 4oV- 0 _____F_ 694 692 __ _ _ _ __ _ __3 _ _ _ _ NN 00 H I ~ K0 0 HN H N2 697 698 I699 F F H,,V m~ F 10 F N 1 700 701 701 -O2 F H 0 0 F y "I0I -4 (0) 703 704 705 N 0 0 loNH HN H N 0: 706 727 709 710 711 N I 1 No NZ F F I N0 F N 0 H C

-

090 0 f~N 715 719 720 FN H 'tao oy H Hw N,124 721 722 723 00 N0 HN 0 724 725 1726 0~ 00 0 Ho 0 0= =0 0C< 0 N$ 727 728 729 o ~ ~ ~ H U'PN~~jJ~ 73 73 732 0% NhII0 N 0 0 Go H ~NH H N- N N ~ 0 125 a 733 734 735 H H y H 00 VY7 739~ 74 741 F~~' ItNI 1 010 0 0 0 HH NZnI~ r r 0 N 0 fll H H N/-0 126,0 745 746 747 1:0 0 P, 0 78749 750

H

TM H N 0 0::sY -a NN 754 755 756 H H N, N N Oc c' 0II~r 'N00 1276 757 758 759 N O F

-

F

K

FO 760 761 762 ''F F F0 F F 0 0 HNH 00 F 763 764 765 HNH 0 1 0H = 00 766 767 768 H N 0128 -769 I770 77_____________ 0 0 F H NO 0 I~0 =0 O~ NH~N H -7772 773___ __ __ __ __ __ __ ol-a 0 NH 0 0 4

H

0 0 HO 778 779 780 N1 0 0~40 129 781 782 783 00 NZN 00 F H F" Fo -CC I

I

H 790~ 79179 00 ao3 73794 795 N 0N 0y o F 796797 798 N 0 .0 14 0 N-, N 90 ro 1 799 800 801 HH 000 0F 0H 0 cJcc ~ -% H NH 802 81380 805 806 807 H H7 N Y 0 I "II' "III)o 0 ao I 0 HH HH 808 -809 810 H N7H F )~ 0 HHo 811 812 813 00 '-N 0 HNH No32a 817 818 819 NH N N 0 % 0 0 NHN 0 O,NH 820 821 822 H N 0 91 I1y 0 823 824 825 HO 826 827 828 N, 00 O 133 829 830 831 HF 0 a o. 0% 3 F1c0 NH 0 L H 832 833 ____ 834 H I7N N 0 0:sz HN 0 0 <0 N N NN 0 N 0 0 ~NH 0 H 838 839 830 H C 0134 841 842 843 HH N H" 0 N N H O=V=ON 0 yNHN0 844 84-5 848 H ~7 HN' F 1- HNN0 7 FN 0 a- 848 85: F N N ," 0R H N 135 853 854 855 0 0 H 856 85788 H N N -Jo OHH 859 860 861 F N F 0N O13 865 866 867 F H 0~ N b ro 868 869 S70 H H 0 H,7,a F ~ HH 0 00

KIIJ'

0 F 871 875 876 FF Q0 OH~H HH 17 877 878 879 H '7 H'IH F O F 00 F F F F HN 886 I887 888 NHN 38H N N N38 889 890 891 NN Ogy HH H) *7 N N ( NH0t Z 0 0 l 898 899 900 HO N. N CH 139 901 902 903 HH S ) HN N HN O N N HH 0 905 96 00 140 HN 0 H 4 HH N Hg a 0 N NN0 0~ .s~o HNrc~0 0 907 90 0 H 14 913 914 915 NH HN N N 0 922 923 924 aa )4H HNZ 0 90 919 920 921 F 14 N ~H 1;7 CI 0 HN 9 H 922 923 924 0I 0 141 925 926 927 H o -O H N ,OC 9 F NN 928 92993 ~H HNH 142 fI N NI N0 Hl N 0 HN 931 -2 32A93 , 142 937 . 938 939 9 o F -I0 FF N NN N9N 940 942 H 944 k- N 0 H 07 Nz 943 9143 4 949 950 951 N 955 956 957 F WF 0 ao F F * 0 N 95 - 90 NH F 0 Hylla F H44 961 962 963 FF H O PF H 0 Ho H O clN % O H== HO 965 966 N ON 0- 0 OO H145 967 9689 0 0 9 0 Co HO) FO:~ 970 971 972 0 00 145 973 974 975 HY N O N 0 00 7N N'M~a F HH -4 H0 N 0 $ N 0 HH 977 981 H H H NN o 1'V I" a o F F

H

0 0 972 983 984 HH HNN j 0 146 985 986 987 H 0 N N 0 - I 989899 4~F 0 0 N.N i 00 94 995 996 O OON O0 0 147 HnP147 997 998 999 H H0 N 0 H0 Nl 0 F H 1003 1001 1005 HO4~ H HS. NV 0 0 0 F11' "N 0 1003 -1004 1005 N H 0 0 ~~~~ HN9 ~ ~ ~iT~' 0 0 cI1~0 CIH 14 1009 1010 1011 NN ~F OH -oac 10121 F H F H N 1015 1016 1017 F H F 018 0 N N N H 14.49 1015 1019 1010 F~ F H N N N~r N o HNH 149 1021 1022 1023 0 0 0 F 0 0 H 1024 1025 1026 N H~ FF F C0 0 a 1027 1028 1029 O 0 N H S0 ') 01 Nt 0 N 01 50 1033 1034 1035 OK NIH N O F 0 N.s O F F Fg -o 1036 1037 1034 No 0Um O F 0 1 1039 1040 1041 HO 0 H IC 0 JW I ? S N H:. ~ o H5 1045 1046 1047 900 H 140 oi N 0 0 HN O 10I48 .. 1049 . 1050 F HNS 001 HOOH 1051 1052 1053 H 7 N H 0 NH H 115 0- 0 F N NH I- 152 1057 1058 1059 H H o N N 0,, S0 H 0 H O-YN 1063 1061 1062 N 0O N 0 0 0 F 0 H 1063 1064 1065 1534 Ho-oC N 0 -II NO1066 H1067 1068 NI7Cr k4X~~ y lj(- F F 1i53 1069 1070 1071 ' N 00 1072 107 1074 Y N7 0 F 0 IN 0 00 O I 1078 1079 1070 00 NO % 0 154 1081 1082 1083 0 H S0 - HN 'O F f 1084 1085 1086 HN- H 0- 0 N HNH o ,. r~t r 10871088 1089 H 0 1090 1091 1092 F H HH 0 a15 H 155 1093 1094 1095 Hya 0

H

0 0 0 NOH 1099 1007 1018 N N 00 HN N Na 00 1029 1103010 F H ~ 11 11T'N C N

N-I

0 H0 1102 115610 1105 1106 1107 H N NN 0-3--o 1111 1112 1113 H 5N 7 11141115 1113 Cro _ _ __ _ _ N1"R7 1117 1118 1119 N, HH F N N 0 o 9 F ON 120 15 1122 H NN (~0 No 0H 1123 1124 1125 0 0 I.. HN a N C 0 0 0 1126 1127 1128 F H 0. 0 N 0 1 158 1129 1130 1131 H Nw7ao o o o o O N H NH 1132 133 1134 o-o 0 a C F NH0 1139 1134 N O NN N 6159 1135 1139 1140 o=~0 0 0) N 'C~am y~v- o HN '59a 1141 1142 1143 H 00 HOt H 144 1145 1146 H NH 0 00 10 Y 1150 115 115 H uN H 0 .

HH 0 06 1153 1154 1155 F N 0 NN Fx =0 H N 0 Y -?o 0N O 00 00 H N H 16 1F 900 HH li62 16316 1165 1166 1167 H 0 H-N N N=N 00 N 0 N=:N HO

H

0 1171 1172 1173 in x F 00 NH-N O N 0 0 nOro F F O O=- =0 NH 1 2 _ 162 1177 1178 1179 0] HN Hl o 1180 I, A%7 F N OIH 0 1180 1181 1182 H 0 N I~OF 1183 1184 1185 F H N 0 yr Y ,N- 0 1186 1187 1188 tHN HH 0 163 1189 1190 0N 0 0 0Ig~) 0 HI-0 00 N 119 1193 1194 N NH 0 1 F FN y~N, 0- 00 1195 1196 1197 0 F 00 II 0HN 119 119 1200 00 H H aa 1 64 12011202 1203 F F H'~ NN 0 FF y HN 0 N CYN,165 SYNTHETIC SCHEMES 102511 Compounds of the invention may be prepared by well-known methods in the art. Exemplary methods are illustrated below in Scheme I and Scheme II. Scheme I H a d A b (RI)n O HN C iii 102521 Referring to Scheme I, a nitrile of formula i is alkylated (step a) with a dihalo aliphatic in the presence of a base such as, for example, 50% sodium hydroxide and, optionally, a phase transfer reagent such as, for example, benzyltriethylammonium chloride (BTEAC), to produce the corresponding alkylated nitrile (not shown) which on hydrolysis in situ produces the acid ii. Compounds of formula ii may be converted to the acid chloride iii (step b) with a suitable reagent such as, for example, thionyl chloride/DMF. Reaction of the acid chloride iii with an aniline of formula iv under known conditions, (step c) produces the amide compounds of the invention formula I. Alternatively, the acid ii may be reacted directly with the aniline iv (step d) in the presence of a coupling reagent such as, for example, HATU, under known conditions to give the amides I. [02531 In some instances, when one of R, is a halogen, compounds of formula I may be further modified as shown below in Scheme II. Scheme 11 X A A ---- (R1)n I (R )n-i R-B-OZ

R

4 N O 2 Oz, O R 2 v A 1 [02541 Referring to Scheme II, reaction of the aide v, wherein X is halogen, with a boronic acid derivative vi (step e) wherein Z and Z' are independently H, alkyl or Z and Z' together with the atoms to which they are bound form a five or six membered optionally substituted 166 cycloaliphatic ring, in the presence of a catalyst such as, for example, palladium acetate or dichloro-[I,1-bis(diphenylphosphino) ferrocene] palladium(II) (Pd(dppf)C12), provides compounds of the invention wherein one of R 1 is aryl or heteroaryl. 102551 The phenylacetonitriles of formula i are commercially available or may be prepared as shown in Scheme Ill. Scheme III Br Pd(PPh 3

)

4 CO 2 Me LIAIH 4 , OH

CO/CH

3 0H vii viii ix SOC12 C, NaCN R4 CN

R-

x <z CHO TosMIC R- R4 CN xiv [02561 Referring to Scheme III, wherein R represents substituents as described for R 4 , the aryl bromide vii is converted to the ester viii with carbon monoxide and methanol in the presence of tetrakis(triphenylphosphine)palladium (0). The ester viii is reduced to the alcohol ix with a reducing reagent such as lithium aluminum hydride. The benzyl alcohol ix is converted to the corresponding benzylchloride with, for example, thionyl chloride. Reaction of the benzylchloride x with a cyanide, for example sodium cyanide, provides the starting nitriles i. Or the aldehyde xiv can also be converted into the corresponding nitrile i by reaction with TosMIC reagent. [02571 The aryl bromides vii are commercially available or may be prepared by known methods. [02581 In some instances, the anilines iv (Scheme 1) wherein one of R, is aryl or heteroaryl may be prepared as shown in Scheme IV. Scheme IV 167

B(OH)

2 Br-- NBoc R NBoc R Xiii Xi HCI / MeOH N R2 [02591 Referring to Scheme IV, an aryl boronic acid xi is coupled with an aniline xii protected as, for example, a tert-butoxycarbonyl derivative (BOC), in the presence of a palladium reagent as previously described for Scheme II to give xiii. Removal of the protecting group under known conditions such as aqueous HCI provides the desired substituted aniline. [02601 Boronic acids are commercially available or may be prepared by known methods. [02611 In some instances, R, and R 4 may contain functionality such as, for example, a carboxylate, a nitrile or an amine, which may be further modified using known methods. For example, carboxylates may be converted to amides or carbamates; amines may be converted to amides, sulfonamides or carbamates; nitriles may be reduced to amino methyl compounds which in turn may be further converted to amine derivatives. FORMULA TIONS ADMINISTRATIONS. AND USES Pharmaceutically acceptable compositions 10262] Accordingly, in another aspect of the present invention, pharmaceutically acceptable compositions are provided, wherein these compositions comprise any of the compounds as described herein, and optionally comprise a pharmaceutically acceptable carrier, adjuvant or vehicle. In certain embodiments, these compositions optionally further comprise one or more additional therapeutic agents. [02631 It will also be appreciated that certain of the compounds of present invention can exist in free form for treatment, or where appropriate, as a pharmaceutically acceptable derivative or a prodrug thereof. According to the present invention, a pharmaceutically acceptable derivative or a prodrug includes, but is not limited to, pharmaceutically acceptable salts, esters, salts of such esters, or any other adduct or derivative which upon administration to a patient in need is capable of providing, directly or indirectly, a compound as otherwise described herein, or a metabolite or residue thereof. 168 [02641 As used herein, the term "pharmaceutically acceptable salt" refers to those salts which are, within the scope of sound medical judgment, suitable for use in contact with the tissues of humans and lower animals without undue toxicity, irritation, allergic response and the like, and are commensurate with a reasonable benefit/risk ratio. A "pharmaceutically acceptable salt" means any non-toxic salt or salt of an ester of a compound of this invention that, upon administration to a recipient, is capable of providing, either directly or indirectly, a compound of this invention or an inhibitorily active metabolite or residue thereof. [02651 Pharmaceutically acceptable salts are well known in the art. For example, S. M. Berge, et al. describes pharmaceutically acceptable salts in detail in J. Pharmaceutical Sciences, 1977, 66, 1-19, incorporated herein by reference. Pharmaceutically acceptable salts of the compounds of this invention include those derived from suitable inorganic and organic acids and bases. Examples of pharmaceutically acceptable, nontoxic acid addition salts are salts of an amino group formed with inorganic acids such as hydrochloric acid, hydrobromic acid, phosphoric acid, sulfuric acid and perchloric acid or with organic acids such as acetic acid, oxalic acid, maleic acid, tartaric acid, citric acid, succinic acid or malonic acid or by using other methods used in the art such as ion exchange. Other pharmaceutically acceptable salts include adipate, alginate, ascorbate, aspartate, benzenesulfonate, benzoate, bisulfate, borate, butyrate, camphorate, camphorsulfonate, citrate, cyclopentanepropionate, digluconate, dodecylsulfate, ethanesulfonate, formate, fumarate, glucoheptonate, glycerophosphate, gluconate, hemisulfate, heptanoate, hexanoate, hydroiodide, 2-hydroxy-ethanesulfonate, lactobionate, lactate, laurate, lauryl sulfate, palate, maleate, malonate, methanesulfonate, 2 naphthalenesulfonate, nicotinate, nitrate, oleate, oxalate, palmitate, panoate, pectinate, persulfate, 3-phenylpropionate, phosphate, picrate, pivalate, propionate, stearate, succinate, sulfate, tartrate, thiocyanate, p-toluenesulfonate, undecanoate, valerate salts, and the like. Salts derived from appropriate bases include alkali metal, alkaline earth metal, ammonium and N*(C 1 .4alkyl)4 salts. This invention also envisions the quatemization of any basic nitrogen-containing groups of the compounds disclosed herein. Water or oil-soluble or dispersible products may be obtained by such quatemization. Representative alkali or alkaline earth metal salts include sodium, lithium, potassium, calcium, magnesium, and the like. Further pharmaceutically acceptable salts include, when appropriate, nontoxic ammonium, quaternary ammonium, and amine cations formed using counterions such as halide, hydroxide, carboxylate, sulfate, phosphate, nitrate, loweralkyl sulfonate and aryl sulfonate. 102661 As described above, the pharmaceutically acceptable compositions of the present 169 invention additionally comprise a pharmaceutically acceptable carrier, adjuvant, or vehicle, which, as used herein, includes any and all solvents, diluents, or other liquid vehicle, dispersion or suspension aids, surface active agents, isotonic agents, thickening or emulsifying agents, preservatives, solid binders, lubricants and the like, as suited to the particular dosage form desired. Remington's Pharmaceutical Sciences, Sixteenth Edition, E. W. Martin (Mack Publishing Co., Easton, Pa., 1980) discloses various carriers used in formulating pharmaceutically acceptable compositions and known techniques for the preparation thereof. Except insofar as any conventional carrier medium is incompatible with the compounds of the invention, such as by producing any undesirable biological effect or otherwise interacting in a deleterious manner with any other component(s) of the pharmaceutically acceptable composition, its use is contemplated to be within the scope of this invention. Some examples of materials which can serve as pharmaceutically acceptable carriers include, but are not limited to, ion exchangers, alumina, aluminum stearate, lecithin, serum proteins, such as human serum albumin, buffer substances such as phosphates, glycine, sorbic acid, or potassium sorbate, partial glyceride mixtures of saturated vegetable fatty acids, water, salts or electrolytes, such as protarnine sulfate, disodium hydrogen phosphate, potassium hydrogen phosphate, sodium chloride, zinc salts, colloidal silica, magnesium trisilicate, polyvinyl pyrrolidone, polyacrylates, waxes, polyethylene-polyoxypropylene block polymers, wool fat, sugars such as lactose, glucose and sucrose; starches such as corn starch and potato starch; cellulose and its derivatives such as sodium carboxymethyl cellulose, ethyl cellulose and cellulose acetate; powdered tragacanth; malt; gelatin; talc; excipients such as cocoa butter and suppository waxes; oils such as peanut oil, cottonseed oil; safflower oil; sesame oil; olive oil; corn oil and soybean oil; glycols; such a propylene glycol or polyethylene glycol; esters such as ethyl oleate and ethyl laurate; agar; buffering agents such as magnesium hydroxide and aluminum hydroxide; alginic acid; pyrogen-free water; isotonic saline; Ringer's solution; ethyl alcohol, and phosphate buffer solutions, as well as other non-toxic compatible lubricants such as sodium lauryl sulfate and magnesium stearate, as well as coloring agents, releasing agents, coating agents, sweetening, flavoring and perfuming agents, preservatives and antioxidants can also be present in the composition, according to the judgment of the formulator. Uses of compounds and pharmaceutically acceptable compositions [02671 In yet another aspect, the present invention provides a method of treating a condition, disease, or disorder implicated by ABC transporter activity. In certain embodiments, the 170 present invention provides a method of treating a condition, disease, or disorder implicated by a deficiency of ABC transporter activity, the method comprising administering a composition comprising a compound of formula (1) to a subject, preferably a mammal, in need thereof. 102681 In certain preferred embodiments, the present invention provides a method of treating Cystic fibrosis, Hereditary emphysema, Hereditary hemochromatosis, Coagulation Fibrinolysis deficiencies, such as Protein C deficiency, Type 1 hereditary angioedema, Lipid processing deficiencies, such as Familial hypercholesterolemia, Type 1 chylomicronemia, Abetalipoproteinemia, Lysosomal storage diseases, such as I-cell disease/Pseudo-Hurler, Mucopolysaccharidoses, Sandhof/Tay-Sachs, Crigler-Najjar type II, Polyendocrinopathy/Hyperinsulemia, Diabetes mellitus, Laron dwarfism, Myleoperoxidase deficiency, Primary hypoparathyroidism, Melanoma, Glycanosis CDG type 1, Hereditary emphysema, Congenital hyperthyroidism, Osteogenesis imperfecta, Hereditary hypofibrinogenemia, ACT deficiency,.Diabetes insipidus (DI), Neurophyseal DI, Neprogenic DI, Charcot-Marie Tooth syndrome, Perlizaeus-Merzbacher disease, neurodegenerative diseases such as Alzheimer's disease, Parkinson's disease, Amyotrophic lateral sclerosis, Progressive supranuclear plasy, Pick's disease, several polyglutamine neurological disorders asuch as Huntington, Spinocerebullar ataxia type I, Spinal and bulbar muscular atrophy, Dentatorubal pallidoluysian, and Myotonic dystrophy, as well as Spongiform encephalopathies, such as Hereditary Creutzfeldt-Jakob disease (due to Prion protein processing defect), Fabry disease, Straussler-Scheinker disease, secretory diarrhea, polycystic kidney disease, chronic obstructive pulmonary disease (COPD), dry eye disease, and Sj6gren's Syndrome, comprising the step of administering to said mammal an effective amount of a composition comprising a compound of formula (I), or a preferred embodiment thereof as set forth above. 102691 According to an alternative preferred embodiment, the present invention provides a method of treating cystic fibrosis comprising the step of administering to said mammal a composition comprising the step of administering to said mammal an effective amount of a composition comprising a compound of formula (I), or a preferred embodiment thereof as set forth above. [02701 According to the invention an "effective amount" of the compound or pharmaceutically acceptable composition is that amount effective for treating or lessening the severity of one or more of Cystic fibrosis, Hereditary emphysema, Hereditary 171 hemochromatosis, Coagulation-Fibrinolysis deficiencies, such as Protein C deficiency, Type I hereditary angioedema, Lipid processing deficiencies, such as Familial hypercholesterolemia, Type 1 chylomicronemia, Abetalipoproteinemia, Lysosomal storage diseases, such as I-cell disease/Pseudo-Hurler, Mucopolysaccharidoses, Sandhof/Tay-Sachs, Crigler-Najjar type II, Polyendocrinopathy/Hyperinsulemia, Diabetes mellitus, Laron dwarfism, Myleoperoxidase deficiency, Primary hypoparathyroidism, Melanoma, Glycanosis CDG type 1, Hereditary emphysema, Congenital hyperthyroidism, Osteogenesis imperfecta, Hereditary hypofibrinogenemia, ACT deficiency, Diabetes insipidus (DI), Neurophyseal DI, Neprogenic DI, Charcot-Marie Tooth syndrome, Perlizaeus-Merzbacher disease, neurodegenerative diseases such as Alzheimer's disease, Parkinson's disease, Amyotrophic lateral sclerosis, Progressive supranuclear plasy, Pick's disease, several polyglutarnine neurological disorders asuch as Huntington, Spinocerebullar ataxia type I, Spinal and bulbar muscular atrophy, Dentatorubal pallidoluysian, and Myotonic dystrophy, as well as Spongiform encephalopathies, such as Hereditary Creutzfeldt-Jakob disease, Fabry disease, Straussler-Scheinker disease, secretory diarrhea, polycystic kidney disease, chronic obstructive pulmonary disease (COPD), dry eye disease, and Sjogren's Syndrome. 102711 The compounds and compositions, according to the method of the present invention, may be administered using any amount and any route of administration effective for treating or lessening the severity of one or more of Cystic fibrosis, Hereditary emphysema, Hereditary hemochromatosis, Coagulation-Fibrinolysis deficiencies, such as Protein C deficiency, Type 1 hereditary angioedema, Lipid processing deficiencies, such as Familial hypercholesterolemia, Type 1 chylomicronemia, Abetalipoproteinemia, Lysosomal storage diseases, such as I-cell disease/Pseudo-Hurler, Mucopolysaccharidoses, Sandhof/Tay-Sachs, Crigler-Najjar type II, Polyendocrinopathy/Hyperinsulemia, Diabetes mellitus, Laron dwarfism, Myleoperoxidase deficiency, Primary hypoparathyroidism, Melanoma, Glycanosis CDG type 1, Hereditary emphysema, Congenital hyperthyroidism, Osteogenesis imperfecta, Hereditary hypofibrinogenemia, ACT deficiency, Diabetes insipidus (DI), Neurophyseal DI, Neprogenic DI, Charcot-Marie Tooth syndrome, Perlizaeus-Merzbacher disease, neurodegenerative diseases such as Alzheimer's disease, Parkinson's disease, Amyotrophic lateral sclerosis, Progressive supranuclear plasy, Pick's disease, several polyglutamine neurological disorders asuch as Huntington, Spinocerebullar ataxia type I, Spinal and bulbar muscular atrophy, Dentatorubal pallidoluysian, and Myotonic dystrophy, as well as Spongiform encephalopathies, such as Hereditary Creutzfeldt-Jakob disease, Fabry disease, Straussler-Scheinker disease, secretory diarrhea, polycystic kidney disease, chronic 172 obstructive pulmonary disease (COPD), dry eye disease, and Sjbgren's Syndrome. 102721 The exact amount required will vary from subject to subject, depending on the species, age, and general condition of the subject, the severity of the infection, the particular agent, its mode of administration, and the like. The compounds of the invention are preferably formulated in dosage unit form for ease of administration and uniformity of dosage. The expression "dosage unit form" as used herein refers to a physically discrete unit of agent appropriate for the patient to be treated. It will be understood, however, that the total daily usage of the compounds and compositions of the present invention will be decided by the attending physician within the scope of sound medical judgment. The specific effective dose level for any particular patient or organism will depend upon a variety of factors including the disorder being treated and the severity of the disorder; the activity of the specific compound employed; the specific composition employed; the age, body weight, general health, sex and diet of the patient; the time of administration, route of administration, and rate of excretion of the specific compound employed; the duration of the treatment; drugs used in combination or coincidental with the specific compound employed, and like factors well known in the medical arts. The term "patient", as used herein, means an animal, preferably a mammal, and most preferably a human. 102731 The pharmaceutically acceptable compositions of this invention can be administered to humans and other animals orally, rectally, parenterally, intracisternally, intravaginally, intraperitoneally, topically (as by powders, ointments, or drops), bucally, as an oral or nasal spray, or the like, depending on the severity of the infection being treated. In certain embodiments, the compounds of the invention may be administered orally or parenterally at dosage levels of about 0.01 mg/kg to about 50 mg/kg and preferably from about 1 mg/kg to about 25 mg/kg, of subject body weight per day, one or more times a day, to obtain the desired therapeutic effect. [02741 Liquid dosage forms for oral administration include, but are not limited to, pharmaceutically acceptable emulsions, microemulsions, solutions, suspensions, syrups and elixirs. In addition to the active compounds, the liquid dosage forms may contain inert diluents commonly used in the art such as, for example, water or other solvents, solubilizing agents and emulsifiers such as ethyl alcohol, isopropyl alcohol, ethyl carbonate, ethyl acetate, benzyl alcohol, benzyl benzoate, propylene glycol, 1,3-butylene glycol, dimethylformamide, oils (in particular, cottonseed, groundnut, corn, germ, olive, castor, and sesame oils), glycerol, tetrahydrofurfuryl alcohol, polyethylene glycols and fatty acid esters of sorbitan, 173 and mixtures thereof. Besides inert diluents, the oral compositions can also include adjuvants such as wetting agents, emulsifying and suspending agents, sweetening, flavoring, and perfuming agents. 102751 Injectable preparations, for example, sterile injectable aqueous or oleaginous suspensions may be formulated according to the known art using suitable dispersing or wetting agents and suspending agents. The sterile injectable preparation may also be a sterile injectable solution, suspension or emulsion in a nontoxic parenterally acceptable diluent or solvent, for example, as a solution in 1,3-butanediol. Among the acceptable vehicles and solvents that may be employed are water, Ringer's solution, U.S.P. and isotonic sodium chloride solution. In addition, sterile, fixed oils are conventionally employed as a solvent or suspending medium. For this purpose any bland fixed oil can be employed including synthetic mono- or diglycerides. In addition, fatty acids such as oleic acid are used in the preparation of injectables. [02761 The injectable formulations can be sterilized, for example, by filtration through a bacterial-retaining filter, or by incorporating sterilizing agents in the form of sterile solid compositions which can be dissolved or dispersed in sterile water or other sterile injectable medium prior to use. 102771 In order to prolong the effect of a compound of the present invention, it is often desirable to slow the absorption of the compound from subcutaneous or intramuscular injection. This may be accomplished by the use of a liquid suspension of crystalline or amorphous material with poor water solubility. The rate of absorption of the compound then depends upon its rate of dissolution that, in turn, may depend upon crystal size and crystalline form. Alternatively, delayed absorption of a parenterally administered compound form is accomplished by dissolving or suspending the compound in an oil vehicle. Injectable depot forms are made by forming microencapsule matrices of the compound in biodegradable polymers such as polylactide-polyglycolide. Depending upon the ratio of compound to polymer and the nature of the particular polymer employed, the rate of compound release can be controlled. Examples of other biodegradable polymers include poly(orthoesters) and poly(anhydrides). Depot injectable formulations are also prepared by entrapping the compound in liposomes or microemulsions that are compatible with body tissues. [02781 Compositions for rectal or vaginal administration are preferably suppositories which can be prepared by mixing the compounds of this invention with suitable non-irritating excipients or carriers such as cocoa butter, polyethylene glycol or a suppository wax which 174 are solid at ambient temperature but liquid at body temperature and therefore melt in the rectum or vaginal cavity and release the active compound. 102791 Solid dosage forms for oral administration include capsules, tablets, pills, powders, and granules. In such solid dosage forms, the active compound is mixed with at least one inert, pharmaceutically acceptable excipient or carrier such as sodium citrate or dicalcium phosphate and/or a) fillers or extenders such as starches, lactose, sucrose, glucose, mannitol, and silicic acid, b) binders such as, for example, carboxymethylcellulose, alginates, gelatin, polyvinylpyrrolidinone, sucrose, and acacia, c) humectants such as glycerol, d) disintegrating agents such as agar--agar, calcium carbonate, potato or tapioca starch, alginic acid, certain silicates, and sodium carbonate, e) solution retarding agents such as paraffin, f) absorption accelerators such as quaternary ammonium compounds, g) wetting agents such as, for example, cetyl alcohol and glycerol monostearate, h) absorbents such as kaolin and bentonite clay, and i) lubricants such as talc, calcium stearate, magnesium stearate, solid polyethylene glycols, sodium lauryl sulfate, and mixtures thereof. In the case of capsules, tablets and pills, the dosage form may also comprise buffering agents. 102801 Solid compositions of a similar type may also be employed as fillers in soft and hard filled gelatin capsules using such excipients as lactose or milk sugar as well as high molecular weight polyethylene glycols and the like. The solid dosage forms of tablets, dragees, capsules, pills, and granules can be prepared with coatings and shells such as enteric coatings and other coatings well known in the pharmaceutical formulating art. They may optionally contain opacifying agents and can also be of a composition that they release the active ingredient(s) only, or preferentially, in a certain part of the intestinal tract, optionally, in a delayed manner. Examples of embedding compositions that can be used include polymeric substances and waxes. Solid compositions of a similar type may also be employed as fillers in soft and hard-filled gelatin capsules using such excipients as lactose or milk sugar as well as high molecular weight polethylene glycols and the like. [02811 The active compounds can also be in microencapsulated form with one or more excipients as noted above. The solid dosage forms of tablets, dragees, capsules, pills, and granules can be prepared with coatings and shells such as enteric coatings, release controlling coatings and other coatings well known in the pharmaceutical formulating art. In such solid dosage forms the active compound may be admixed with at least one inert diluent such as sucrose, lactose or starch. Such dosage forms may also comprise, as is normal practice, additional substances other than inert diluents, e.g., tableting lubricants and other tableting 175 aids such a magnesium stearate and microcrystalline cellulose. In the case of capsules, tablets and pills, the dosage forms may also comprise buffering agents. They may optionally contain opacifying agents and can also be of a composition that they release the active ingredient(s) only, or preferentially, in a certain part of the intestinal tract, -optionally, in a delayed manner. Examples of embedding compositions that can be used include polymeric substances and waxes. 102821 Dosage forms for topical or transdermal administration of a compound of this invention include ointments, pastes, creams, lotions, gels, powders, solutions, sprays, inhalants or patches. The active component is admixed under sterile conditions with a pharmaceutically acceptable carrier and any needed preservatives or buffers as may be required. Ophthalmic formulation, eardrops, and eye drops are also contemplated as being within the scope of this invention. Additionally, the present invention contemplates the use of transdermal patches, which have the added advantage of providing controlled delivery of a compound to the body. Such dosage forms are prepared by dissolving or dispensing the compound in the proper medium. Absorption enhancers can also be used to increase the flux of the compound across the skin. The rate can be controlled by either providing a rate controlling membrane or by dispersing the compound in a polymer matrix or gel. [02831 As described generally above, the compounds of the invention are useful as modulators of ABC transporters. Thus, without wishing to be bound by any particular theory, the compounds and compositions are particularly useful for treating or lessening the severity of a disease, condition, or disorder where hyperactivity or inactivity of ABC transporters is implicated in the disease, condition, or disorder. When hyperactivity or inactivity of an ABC transporter is implicated in a particular disease, condition, or disorder, the disease, condition, or disorder may also be referred to as a "ABC transporter-mediated disease, condition or disorder". Accordingly, in another aspect, the present invention provides a method for treating or lessening the severity of a disease, condition, or disorder where hyperactivity or inactivity of an ABC transporter is implicated in the disease state. 102841 The activity of a compound utilized in this invention as a modulator of an ABC transporter may be assayed according to methods described generally in the art and in the Examples herein. 102851 It will also be appreciated that the compounds and pharmaceutically acceptable compositions of the present invention can be employed in combination therapies, that is, the compounds and pharmaceutically acceptable compositions can be administered concurrently 176 with, prior to, or subsequent to, one or more other desired therapeutics or medical procedures. The particular combination of therapies (therapeutics or procedures) to employ in a combination regimen will take into account compatibility of the desired therapeutics and/or procedures and the desired therapeutic effect to be achieved. It will also be appreciated that the therapies employed may achieve a desired effect for the same disorder (for example, an inventive compound may be administered concurrently with another agent used to treat the same disorder), or they may achieve different effects (e.g., control of any adverse effects). As used herein, additional therapeutic agents that are normally administered to treat or prevent a particular disease, or condition, are known as "appropriate for the disease, or condition, being treated". [02861 The amount of additional therapeutic agent present in the compositions of this invention will be no more than the amount that would normally be administered in a composition comprising that therapeutic agent as the only active agent. Preferably the amount of additional therapeutic agent in the presently disclosed compositions will range from about 50% to 100% of the amount normally present in a composition comprising that agent as the only therapeutically active agent. [02871 The compounds of this invention or pharmaceutically acceptable compositions thereof may also be incorporated into compositions for coating an implantable medical device, such as prostheses, artificial valves, vascular grafts, stents and catheters. Accordingly, the present invention, in another aspect, includes a composition for coating an implantable device comprising a compound of the present invention as described generally above, and in classes and subclasses herein, and a carrier suitable for coating said implantable device. In still another aspect, the present invention includes an implantable device coated with a composition comprising a compound of the present invention as described generally above, and in classes and subclasses herein, and a carrier suitable for coating said implantable device. Suitable coatings and the general preparation of coated implantable devices are described in US Patents 6,099,562; 5,886,026; and 5,304,121. The coatings are typically biocompatible polymeric materials such as a hydrogel polymer, polymethyldisiloxane, polycaprolactone, polyethylene glycol, polylactic acid, ethylene vinyl acetate, and mixtures thereof. The coatings may optionally be further covered by a suitable topcoat of fluorosilicone, polysaccarides, polyethylene glycol, phospholipids or combinations thereof to impart controlled release characteristics in the composition. 102881 Another aspect of the invention relates to modulating ABC transporter activity in a 177 biological sample or a patient (e.g., in vitro or in vivo), which method comprises administering to the patient, or contacting said biological sample with a compound of formula I or a composition comprising said compound. The term "biological sample", as used herein, includes, without limitation, cell cultures or extracts thereof; biopsied material obtained from a mammal or extracts thereof; and blood, saliva, urine, feces, semen, tears, or other body fluids or extracts thereof. 102891 Modulation of ABC transporter activity in a biological sample is useful for a variety of purposes that are known to one of skill in the art. Examples of such purposes include, but are not limited to, the study of ABC transporters in biological and pathological phenomena; and the comparative evaluation of new modulators of ABC transporters. 102901 In yet another embodiment, a method of modulating activity of an anion channel in vitro or in vivo, is provided comprising the step of contacting said channel with a compound of formula (I). In preferred embodiments, the anion channel is a chloride channel or a bicarbonate channel. In other preferred embodiments, the anion channel is a chloride channel. 102911 According to an alternative embodiment, the present invention provides a method of increasing the number of functional ABC transporters in a membrane of a cell, comprising the step of contacting said cell with a compound of formula (I). The term "functional ABC transporter" as used herein means an ABC transporter that is capable of transport activity. In preferred embodiments, said functional ABC transporter is CFTR. 102921 According to another preferred embodiment, the activity of the ABC transporter is measured by measuring the transmembrane voltage potential. Means for measuring the voltage potential across a membrane in the biological sample may employ any of the known methods in the art, such as optical membrane potential assay or other electrophysiological methods. 102931 The optical membrane potential assay utilizes voltage-sensitive FRET sensors described by Gonzalez and Tsien (See Gonzalez, J. E. and R. Y. Tsien (1995) "Voltage sensing by fluorescence resonance energy transfer in single cells" Biophys J 69(4): 1272-80, and Gonzalez, J. E. and R. Y. Tsien (1997) "Improved indicators of cell membrane potential that use fluorescence resonance energy transfer" Chem Biol 4(4): 269-77) in combination with instrumentation for measuring fluorescence changes such as the Voltage/Ion Probe Reader (VIPR) (See. Gonzalez, J. E., K. Oades, et al. (1999) "Cell-based assays and instrumentation for screening ion-channel targets" Drug Discov Today 4(9): 431-439). 178 [02941 These voltage sensitive assays are based on the change in fluorescence resonant energy transfer (FRET) between the membrane-soluble, voltage-sensitive dye, DiSBAC 2 (3), and a fluorescent phospholipid, CC2-DMPE, which is attached to the outer leaflet of the plasma membrane and acts as a FRET donor. Changes in membrane potential (Vm) cause the negatively charged DiSBAC 2 (3) to redistribute across the plasma membrane and the amount of energy transfer from CC2-DMPE changes accordingly. The changes in fluorescence emission can be monitored using VIPR7M II, which is an integrated liquid handler and fluorescent detector designed to conduct cell-based screens in 96- or 384-well microtiter plates. 102951 In another aspect the present invention provides a kit for use in measuring the activity of a ABC transporter or a fragment thereof in a biological sample in vitro or in vivo comprising (i) a composition comprising a compound of formula (1) or any of the above embodiments; and (ii) instructions for a.) contacting the composition with the biological sample and b.) measuring activity of said ABC transporter or a fragment thereof. In one embodiment, the kit further comprises instructions for a.) contacting an additional composition with the biological sample; b.) measuring the activity of said ABC transporter or a fragment thereof in the presence of said additional compound, and c.) comparing the activity of the ABC transporter in the presence of the additional compound with the density of the ABC transporter in the presence of a composition of formula (1). In preferred embodiments, the kit is used to measure the density of CFTR. 179 PREPA RATIONS A ND EXA MPLES General procedure 1 C Br OR n=1 or 3 0 50% NaOH (,q ' OH 102961 Preparation 1: 1 -Benzo[1,3]dioxol-5-yl-cyclopropanecarboxylic acid (A-8) CI Br 0 N OH 0 a 50% NaOH (aq) 0 A mixture of benzof 1,3]dioxole-5-acetonitrile (5.10 g 31.7 mmol), I -bromo-2-chloro ethane (9.00 mL 109 mmol), and benzyltriethylammonium chloride (0.181 g, 0.795 mmol) was heated at 70 *C and then 50% (wt./wt.) aqueous sodium hydroxide (26 mL) was slowly added to the mixture. The reaction was stirred at 70 "C for 24 hours and was then heated at 130 *C for 48 hours. The dark brown reaction mixture was diluted with water (400 mL) and extracted once with an equal volume of ethyl acetate and once with an equal volume of dichloromethane. The basic aqueous solution was acidified with concentrated hydrochloric acid to pH less than one and the precipitate was filtered and washed with 1 M hydrochloric acid. The solid material was dissolved in dichloromethane (400 mL) and extracted twice with equal volumes of I M hydrochloric acid and once with a saturated aqueous solution of sodium chloride. The organic solution was dried over sodium sulfate and evaporated to dryness to give a white to slightly off-white solid (5.23 g, 80%) ESI-MS m/z calc. 206.1, found 207.1 (M+1)*. Retention time 2.37 minutes. 'H NMR (400 MHz, DMSO-d 6 ) 8 1.07 1.11 (m, 2H), 1.38-1.42 (m, 2H), 5.98 (s, 2H), 6.79 (m, 2H), 6.88 (m, IH), 12.26 (s, 1H). 102971 Preparation 2: 1-(2,2-Difluoro-benzo[1,3]dioxol-5-yl)-cyclopropanecarboxylic acid (A-9) 180 Br Pd(PPh 3

)

4 FO CO2Me LIAMH 4 F0 . OH COC3HI _: F o SOC 2 FC NaCN F 0 CN

CICH

2

CH

2 Br F 0 O - CN NaOH F 0 CO 2 H NaOH F o - F O 102981 Step a: 2,2-Difluoro-benzo[1,3]dioxole-5-carboxylic acid methyl ester A solution of 5-bromo-2,2-difluoro-benzo[1,3]dioxole (11.8 g, 50.0 mmol) and tetrakis(triphenylphosphine)palladium (0) [Pd(PPh 3

)

4 , 5.78 g, 5.00 mmol] in methanol (20 mL) containing acetonitrile (30 mL) and triethylanine (10 mL) was stirred under a carbon monoxide atmosphere (55 PSI) at 75 *C (oil bath temperature) for 15 hours. The cooled reaction mixture was filtered and the filtrate was evaporated to dryness. The residue was purified by silica gel column chromatography to give crude 2,2-difluoro-benzo [1,3] dioxole 5-carboxylic acid methyl ester (11.5 g), which was used directly in the next step. [02991 Step b: (2,2-Difluoro-benzo[1,3]dioxol-5-yl)-methanol Crude 2,2-difluoro-benzo[1,3]dioxole-5-carboxylic acid methyl ester (11.5 g) dissolved in 20 mL of anhydrous tetrahydrofuran (THF) was slowly added to a suspension of lithium aluminum hydride (4.10 g, 106 mmol) in anhydrous THF (100 mL) at 0 *C. The mixture was then warmed to room temperature. After being stirred at room temperature for 1 hour, the reaction mixture was cooled to 0 "C and treated with water (4.1 g), followed by sodium hydroxide (10% aqueous solution, 4.1 mL). The resulting slurry was filtered and washed with THF. The combined filtrate was evaporated to dryness and the residue was purified by silica gel column chromatography to give (2,2-difluoro-benzo{1,3]dioxol-5-yl) methanol (7.2 g, 76% over two steps) as a colorless oil. [03001 Step c: 5-Chloromethyl-2,2-difluoro-benzo[1,3]dioxole Thionyl chloride (45 g, 38 mmol) was slowly added to a solution of (2,2-difluoro benzo[l,3]dioxol-5-yl)-methanol (7.2 g, 38 mmol) in dichloromethane (200 mL) at 0 *C. The resulting mixture was stirred overnight at room temperature and then evaporated to dryness. The residue was partitioned between an aqueous solution of saturated sodium bicarbonate (100 mL) and dichlorometbane (100 mL). The separated aqueous layer was extracted with dichloromethane (150 mL) and the organic layer was dried over sodium sulfate, filtrated, and 181 evaporated to dryness to give crude 5-chloromethyl-2,2-difluoro-benzo[1,3]dioxole (4.4 g) which was used directly in the next step. [0301] Step d: (2,2-Difluoro-benzo[1,3]dioxol-5-yl)-acetonitrile A mixture of crude 5-chloromethyl-2,2-difluoro-benzo[1, 3 ]dioxole (4.4 g) and sodium cyanide (1.36 g, 27.8 mmol) in'limethylsulfoxide (50 mL) was stirred at room temperature overnight. The reaction mixture was poured into ice and extracted with ethyl acetate (300 mL). The organic layer was dried over sodium sulfate and evaporated to dryness to give crude (2,2-difluoro-benzo[1,3]dioxol-5-yl)-acetonitrile (3.3 g) which was used directly in the next step. [03021 Step e: 1-(2,2-Difluoro-benzo[1,3]dioxol-5-yl)-cyclopropanecarbonitrile Sodium hydroxide (50% aqueous solution, 10 mL) was slowly added to a mixture of crude (2,2-difluoro-benzo[1,3]dioxol-5-yl)-acetonitrile, benzyltriethylammoniumn chloride (3.00 g, 15.3 mmol), and 1-bromo-2-chloroethane (4.9 g, 38 mmol) at 700 C. The mixture was stirred overnight at 70 "C before the reaction mixture was diluted with water (30 mL) and extracted with ethyl acetate. The combined organic layers were dried over sodium sulfate and evaporated to dryness to give crude 1-(2,2-difluoro-benzo[1,3]dioxol-5-yl) cyclopropanecarbonitrile, which was used directly in the next step. 10303] Step f: 1-(2,2-Difluoro-benzo[1,3]dioxol-5-yl)-cyclopropanecarboxylic acid (A-9) To 1-(2,2-difluoro-benzo[1,3]dioxol-5-yl)-cyclopropanecarbonitrile (crude from the last step) was added 10% aqueous sodium hydroxide (50 mL) and the mixture was heated at reflux for 2.5 hours. The cooled reaction mixture was washed with ether (100 mL) and the aqueous phase was acidified to pH 2 with 2M hydrochloric acid. The precipitated solid was filtered to give 1-(2,2-difluoro-benzo[1,3]dioxol-5-yl)-cyclopropanecarboxylic acid as a white solid (0.15 g, 2% over four steps). ESI-MS m/z calc. 242.2, found 243.3; 'H NMR (CDCl 3 ) 5 7.14-7.04 (m, 2 H), 6.98-6.96 (m, I H), 1.74-1.64 (m, 2 H), 1.26-1.08 (m, 2 H). 103041 Preparation 3: 2-(4-(Benzyloxy)-3-chlorophenyl)acetonitrile 0 0 H O BnBr H TosMIC NC OCn OH 08n OBn 103051 Step a: 4-Benzyloxy-3-chloro-benzadehyde 182 To a solution of 3-chloro-4-hydroxy-benzaldehyde (5.0 g, 32 mmol) and BnBr (6.6 g, 38 mmol) in CH 3 CN (100 mL) was added K 2 CO3 (8.8 g, 64 mmol). The mixture was heated at reflux for 2 hours. The resulting mixture was poured into water (100 mL), and extracted with EtOAc (100 mL x 3). The combined organic layers were washed with brine, dried over anhydrous Na 2 SO4 and evaporated under vacuum to give crude product, which was purified by column (petroleum ether/EtOAc 15:1) to give 4-benzyloxy-3-chloro-benzaldehyde (7.5 g, 95%). 'H NMR (CDCl 3 . 400 MHz) 6 9.85 (s, IH), 7.93 (d, J= 2.0 Hz, 1 H), 7.73 (dd, J= 2.0, 8.4 Hz, I H), 7.47-7.34 (m, 5 H), 7.08 (d, J= 8.8 Hz, I H), 4.26 (s, 2 H). 103061 Step b: 2-(4-(Benzyloxy)-3 -chlorophenyl)acetonitrile To a suspension of t-BuOK (11.7 g, 96 mmol) in THF (200 mL) was added a solution of TosMIC (9.4 g, 48 mmol) in THF (100 mL) at -78 *C. The mixture was stirred for 15 minutes, treated with a solution of 4-benzyloxy-3-chloro-benzaldehyde (7.5 g, 30 mmol) in THF (50 mL) dropwise, and continued to stir for 1.5 hours at -78 "C. To the cooled reaction mixture was added methanol (30 mL). The mixture was heated at reflux for 30 minutes. Solvent of the reaction mixture was removed to give a crude product, which was dissolved in water (300 mL). The aqueous phase was extracted with EtOAc (3 x 100 mL). The combined organic layers were dried and evaporated under reduced pressure to give crude product, which was purified by column chromatography (petroleum ether/EtOAc 10:1) to afford 2-(4 (benzyloxy)-3-chlorophenyl)acetonitrile (2.7 g, 34%). 'H NMR (400 MHz, CDC1 3 ) 8 7.52 7.32 (m, 6 H), 7.15 (dd, J= 2.4, 8.4 Hz, 1 H), 6.95(d, J= 8.4 Hz, I H), 5.26 (s, 2 H), 3.73 (s, 2 H). 1 3 C NMR (100 MHz, CDC1 3 ) 8 154.0, 136.1, 129.9, 128.7, 128.7, 128.1, 127.2, 127.1, 127.1, 124.0, 123.0, 117.5, 114.4, 70.9, 22.5. (0307] Preparation 4: 1-(2-Oxo-2,3-dihydrobenzo[d oxazol-5-yl)cyclopropane-carboxylic acid (A- 19) HO MaOH MOO O 7 HNO,)AczO MeO NOZ B1r3 0o 0MO Ome ome MeO - - N2. NI/H2 MeO NHz triphosgene N N M O ' a OH OH LIOH HO ..

183 103081 Step a: 1-(4-Methoxy-phenyl)-cyclopropanecarboxylic acid methyl ester To a solution of 1-(4-methoxy-phenyl)-cyclopropanecarboxylic acid (50.0 g, 0.26 mol) in MeOH (500 mL) was added toluene-4-sulfonic acid monohydrate (2.5 g, 13.1 mmol) at room temperature. The reaction mixture was heated at reflux for 20 hours. MeOH was removed by evaporation under vacuum and EtOAc (200 mL) was added. The organic layer was washed with sat. aq. NaHCO 3 (100 mL) and brine, dried over anhydrous Na 2

SO

4 and evaporated under vacuum to give 1-(4-methoxy-phenyl)-cyclopropanecarboxylic acid methyl ester (53.5 g, 99%). 'H NMR (CDCl 3 . 400 MHz) 5 7.25-7.27 (m, 2 H), 6.85 (d, J= 8.8 Hz, 2 H), 3.80 (s, 3 H), 3.62 (s, 3 H), 1.58 (q, J= 3.6 Hz, 2 H), 1.15 (q, J= 3.6 Hz, 2 H). [03091 Step b: 1-(4-Methoxy-3-nitro-phenyl)-cyclopropanecarboxylic acid methyl ester To a solution of 1-(4-methoxy-phenyl)-cyclopropanecarboxylic acid methyl ester (30.0 g, 146 mmol) in Ac 2 0 (300 mL) was added a solution of HNO 3 (14.1 g, 146 mmol, 65%) in AcOH (75 mL) at 0 'C. The reaction mixture was stirred at 0 ~ 5 *C for 3 h before aq. HC1 (20%) was added dropwise at 0 "C. The resulting mixture was extracted with EtOAc (200 mL x 3). The organic layer was washed with sat. aq. NaHCO 3 then brine, dried over anhydrous Na 2

SO

4 and evaporated under vacuum to give 1-(4-methoxy-3-nitro-phenyl) cyclopropanecarboxylic acid methyl ester (36.0 g, 98%), which was directly used in the next step. '1H NMR (CDCl 3 , 300 MHz) 8 7.84 (d, J= 2.1 Hz, 1 H), 7.54 (dd, J= 2.1, 8.7 Hz, I H), 7.05 (d, J= 8.7 Hz, 1 H), 3.97 (s, 3 H), 3.65 (s, 3 H), 1.68-1.64 (m, 2 H), 1.22-1.18 (m, 2 H). [0310] Step c: 1-(4-Hydroxy-3-nitro-phenyl)-cyclopropanecarboxylic acid methyl ester To a solution of 1-(4-methoxy-3-nitro-phenyl)-cyclopropane-carboxylic acid methyl ester (10.0 g, 39.8 mmnol) in CH 2

CI

2 (100 mL) was added BBr 3 (12.0 g, 47.8 mmol) at -70 *C. The mixture was stirred at -70 *C for 1 hour, then allowed to warm to -30 "C and stirred at this temperature for 3 hours. Water (50 mL) was added dropwise at -20 *C, and the resulting mixture was allowed to warm room temperature before it was extracted with EtOAc (200 mL x 3). The combined organic layers were dried over anhydrous Na 2

SO

4 and evaporated under vacuum to give the crude product, which was purified by column chromatography on silica gel (petroleum ether/EtOAc 15:1) to afford 1-(4-hydroxy-3-nitro phenyl)-cyclopropanecarboxylic acid methyl ester (8.3 g, 78%). 'H NMR (CDC1 3 , 400 MHz) 5 10.5 (s, I H), 8.05 (d, J= 2.4 Hz, I H), 7.59 (dd, J= 2.0, 8.8 Hz, I H), 7.11 (d, J= 8.4 Hz, I H), 3.64 (s, 3 H), 1.68-1.64 (m, 2 H), 1.20-1.15 (m, 2 H). [03111 Step d: 1-(3-Amino-4-hydroxy-phenyl)-cyclopropanecarboxylic acid methyl ester 184 To a solution of 1-(4-hydroxy-3-nitro-phenyl)-cyclopropanearboxylic acid methyl ester (8.3 g, 35.0 mmol) in MeOH (100 mL) was added Raney Ni (0.8 g) under nitrogen atmosphere. The mixture was stirred under hydrogen atmosphere (1 atm) at 35 *C for 8 hours. The catalyst was filtered off through a Celite pad and the filtrate was evaporated under vacuum to give crude product, which was purified by column chromatography on silica gel (P.E./EtOAc 1:1) to give 1-(3-amino-4-hydroxy-phenyl)-cyclopropanecarboxylic acid methyl ester (5.3 g, 74%). 'H NMR (CDC13,400 MHz) 8 6.77 (s, I H), 6.64 (d, J= 2.0 Hz, 2 H), 3.64 (s, 3 H), 1.55-1.52 (m, 2 H), 1.15-1.12 (m, 2 H). [03121 Step e: 1-(2-Oxo-2,3-dihydro-benzooxazol-5-yl)-cyclopropanecarboxylic acid methyl ester To a solution of 1-(3-amino-4-hydroxy-phenyl)-cyclopropanecarboxylic acid methyl ester (2.0 g, 9.6 mmol) in THF (40 mL) was added triphosgene (4.2 g, 14 mmol) at room temperature. The mixture was stirred for 20 minutes at this temperature before water (20 mL) was added dropwise at 0 "C. The resulting mixture was extracted with EtOAc (100 mL x 3). The combined organic layers were dried over anhydrous Na 2

SO

4 and evaporated under vacuum to give 1-(2-oxo-2,3-dihydro-benzooxazol-5-yl)-cyclopropanecarboxylic acid methyl ester (2.0 g, 91%), which was directly used in the next step. 'H NMR (CDCl 3 , 300 MHz) S 8.66 (s, I H), 7.13-7.12 (m, 2 H), 7.07 (s, I H), 3.66 (s, 3 H), 1.68-1.65 (m, 2 H), 1.24-1.20 (m, 2 H). [03131 Step f: 1-(2-Oxo-2,3-dihydrobenzo[d]oxazol-5-yl)cyclopropanecarboxylic acid To a solution of 1-(2-oxo-2,3-dihydro-benzooxazol-5-y)-cyclopropanecarboxylic acid methyl ester (1.9 g, 8.1 mmol) in MeOH (20 mL) and water (2 mL) was added LiOH.H 2 0 (1.7 g, 41 mmol) in portions at room temperature. The reaction mixture was stirred for 20 hours at 50 *C. MeOH was removed by evaporation under vacuum before water (100 mL) and EtOAc (50 mL) were added. The aqueous layer was separated, acidified with HC1 (3 molIL) and extracted with EtOAc (100 mL x 3). The combined organic layers were dried over anhydrous Na 2

SO

4 and evaporated under vacuum to give 1-(2-oxo-2,3 dihydrobenzo[dloxazol-5-yl)cyclopropanecarboxylic acid (1.5 g, 84%). 'H NMR (DMSO. 400 MIHz) 8 12.32 (brs, 1 H), 11.59 (brs, I H), 7.16 (d, J= 8.4 Hz, 1 H), 7.00 (d, J= 8.0 Hz, 1 H), 1.44-1.41 (in, 2 H), 1.13-1.10 (in, 2 H). MS (ESI) m/e (M+H*) 218.1. [03141 Preparation 5: 1-(Benzo[d]oxazol-5-yl)cyclopropanecarboxylic acid (A-20) 185 MeO a NOH2 a e MAO .N C HO N S H0 0 -o 103151 Step a: 1 -Benzooxazol-5-yl-cyclopropanecarboxylic acid methyl ester To a solution of 1-(3-amino-4-hydroxy-phenyl)-cyclopropanecarboxylic acid methyl ester (3.00 g, 14.5 mmol) in DMF were added trimethyl orthoformate (5.30 g, 14.5 mmol) and a catalytic amount of p-tolueneslufonic acid monohydrate (0.3 g) at room temperature. The mixture was stirred for 3 hours at room temperature. The mixture was diluted with water and extracted with EtOAc (100 mL x 3). The combined organic layers were dried over anhydrous Na 2 SO4 and evaporated under vacuum to give crude 1-benzooxazol-5-yl cyclopropanecarboxylic acid methyl ester (3.1 g), which was directly used in the next step. 'H NMR (CDCi 3 , 400 MHz) 8 8.09 (s, 1), 7.75 (d, J= 1.2 Hz, 1 H), 7.53-7.51 (m, I H), 7.42 7.40 (m, I H), 3.66 (s, 3 H), 1.69-1.67 (m, 2 H), 1.27-1.24 (m, 2 H). [0316] Step b: 1-(Benzo[d]oxazol-5-yl)cyclopropanecarboxylic acid To a solution of crude 1-benzooxazol-5-yl-cyclopropanecarboxylic acid methyl ester (2.9 g) in EtSH (30 mL) was added AlC 3 (5.3 g, 40.1 mmol) in portions at 0 *C. The reaction mixture was stirred for 18 hours at room temperature. Water (20 mL) was added dropwise at 0 *C. The resulting mixture was extracted with EtOAc (100 mL x 3). The combined organic layers were dried over anhydrous Na 2

SO

4 and evaporated under vacuum to give the crude product, which was purified by column chromatography on silica gel (petroleum ether/EtOAc 1:2) to give 1-(benzo[d]oxazol-5-yl)cyclopropanecarboxylic acid (280 mg, two steps: 11%). 'H NMR (DMSO, 400 MHz) 8 12.25 (brs, I H), 8.71 (s, 1 H), 7.70-7.64 (m, 2 H), 7.40 (dd, J= 1.6, 8.4 Hz, I H), 1.49-1.46 (m, 2 H), 1.21-1.18 (m, 2 H). MS (ESI) m/e (M+H+) 204.4. [03171 Preparation 6: 2-(7-Chlorobenzo[d][1,3]dioxol-5-yl)acetonitrile 0 0 0 H A OMe BBr 3 H OH BrCICH 2 o 'r H NaBH4.THF OH OH CI CC OH SOC 2 < CI NaCN NC C1 Cl C1 186 [03181 Step a: 3-Chloro-4,5-dihydroxybenzaldehyde To a suspension of 3-chloro-4-hydroxy-5-methoxy-benzaldehyde (10 g, 54 mmol) in dichloromethane (300 mL) was added BBr 3 (26.7 g, 107 mmol) dropwise at -40 *C under N 2 . After addition, the mixture was stirred at this temperature for 5 h and then was poured into ice water. The precipitated solid was filtered and washed with petroleum ether. The filtrate was evaporated under reduced pressure to afford 3-chloro-4,5-dihydroxybenzaldehyde (9.8 g, 89%), which was directly used in the next step. [0319] Step b: 7-Chlorobenzo[d][1,3]dioxole-5-carbaldehyde To a solution of 3-chloro-4,5-dihydroxybenzaldehyde (8.0 g, 46 mmol) and BrC1CH 2 (23.9 g, 185 mmol) in dry DMF (100 mL) was added Cs 2

CO

3 (25 g, 190 mmol). The mixture was stirred at 60 *C overnight and was then poured into water. The resulting mixture was extracted with EtOAc (50 mL x 3). The combined extracts were washed with brine (100 mL), dried over Na 2

SO

4 and concentrated under reduced pressure to afford 7 chlorobenzo[d][1,3]dioxole-5-carbaldehyde (6.0 g, 70%). 'H NMR (400 MHz, CDCl 3 ) 8 9.74 (s, 1 H), 7.42 (d, J= 0.4 Hz, 1 H), 7.26 (d, J= 3.6 Hz, I H), 6.15 (s, 2 H) 103201 Step c: (7-Chlorobenzo[d][1,3]dioxol-5-yl)methanol To a solution of 7-chlorobenzo[d][1,3]dioxole-5-carbaldehyde (6.0 g, 33 nimol) in THF (50 mL) was added NaBH 4 (2.5 g, 64 mmol) ) in portion at 0 *C. The mixture was stirred at this temperature for 30 min and then poured into aqueous NH 4 CI solution. The organic layer was separated, and the aqueous phase was extracted with EtOAc (50 mL x 3). The combined extracts were dried over Na 2

SO

4 and evaporated under reduced pressure to afford (7-chlorobenzo[d][1,3]dioxol-5-yl)methanol, which was directly used in the next step. [03211 Step d: 4-Chloro-6-(chloromethyl)benzo[d][1,3]dioxole A mixture of (7-chlorobenzo[d][1,3]dioxol-5-yl)methanol (5.5 g, 30 mmol) and SOC1 2 (5.0 mL, 67 mmol) in dichloromethane (20 mL) was stirred at room temperature for 1 h and was then poured into ice water. The organic layer was separated and the aqueous phase was extracted with dichloromethane (50 nL x 3). The combined extracts were washed with water and aqueous NaHCO 3 solution, dried over Na 2

SO

4 and evaporated under reduced pressure to afford 4-chloro-6-(chloromethyl)benzo[d][1,3]dioxole, which was directly used in the next step. 103221 Step e: 2-(7-Chlorobenzo[d][1,3]dioxol-5-yl)acetonitrile 187 A mixture of 4-chloro-6-(chloromethyl)benzo[d][1,3]dioxole (6.0 g, 29 mmol) and NaCN (1.6 g, 32 mmol) in DMSO (20 mL) was stirred at 40 *C for I h and was then poured into water. The mixture was extracted with EtOAc (30 mL x 3). The combined organic layers were washed with water and brine, dried over Na 2

SO

4 and evaporated under reduced pressure to afford 2-(7-chlorobenzo[d][1,3]dioxo-5-yl)acetonitrile (3.4 g, 58%). 'H NMR S 6.81 (s, 1 H), 6.71 (s, 1 H), 6.07 (s, 2 H), 3.64 (s, 2 H). " C-NMR 8149.2, 144.3, 124.4, 122.0, 117.4, 114.3, 107.0, 102.3, 23.1. [03231 Preparation 7: 2-(7-Fluorobenzo[d][1,3]dioxol-5-yl)acetonitrile 0 0 0 HB BBr H BrCH 2 CI/DMF H 0 NaBH 4 HO ~OH OH 00 F F F F

SOC

2 C NaCN NC F F [03241 Step a: 3-Fluoro-4,5-dihydroxy-benzaldehyde To a suspension of 3-fluoro-4-hydroxy-5-methoxy-benzaldehyde (1.35 g, 7.94 mmol) in dichloromethane (100 mL) was added BBr 3 (1.5 mL, 16 mmol) dropwise at - 78 *C under

N

2 . After addition, the mixture was warmed to - 30 *C and it was stirred at this temperature for 5 h. The reaction mixture was poured into ice water. The precipitated solid was collected by filtration and washed with dichloromethane to afford 3-fluoro-4,5-dihydroxy benzaldehyde (1.1 g, 89%), which was directly used in the next step. [03251 Step b: 7-Fluoro-benzo[ 1,3]dioxole-5-carbaldehyde To a solution of 3-fluoro-4,5-dihydroxy-benzaldehyde (1.5 g, 9.6 mmol) and BrCICH 2 (4.9 g, 38.5 mmol) in dry DMF (50 mL) was added Cs 2

CO

3 (12.6 g, 39 mmol). The mixture was stirred at 60 *C overnight and was then poured into water. The resulting mixture was extracted with EtOAc (50 mL x 3). The combined organic layers were washed with brine (100 mL), dried over Na 2

SO

4 and evaporated under reduced pressure to give the crude product, which was purified by column chromatography on silica gel (petroleum ether/E.A.= 10/1) to afford 7-fluoro-benzo[1,3]dioxole-5-carbaldehyde (0.80 g, 49%). 'H NMR (300 MHz, CDCl 3 ) 8 9.78 (d, J= 0.9 Hz, I H), 7.26 (dd, J= 1.5, 9.3 Hz, 1H), 7.19 (d, J= 1.2 Hz, I H), 6.16 (s, 2 H). 188 [03261 Step c: (7-Fluoro-benzo[1,3]dioxol-5-yl)-methanol To a solution of 7-fluoro-benzo[1,3]dioxole-5-carbaldehyde (0.80 g, 4.7 mmol) in MeOH (50 mL) was added NaBH 4 (0.36 g, 9.4 mmol) in portions at 0 *C. The mixture was stirred at this temperature for 30 min and was then concentrated to dryness. The residue was dissolved in EtOAc. The EtOAc layer was washed with water, dried over Na 2

SO

4 and concentrated to dryness to afford (7-fluoro-benzo[1,3]dioxol-5-yl)-methanol (0.80 g, 98%), which was directly used in the next step. [03271 Step d: 6-Chloromethyl-4-fluoro-benzo[1,3]dioxole To SOC1 2 (20 mL) was added (7-fluoro-benzo[1,3]dioxol-5-yl)-methanol (0.80 g, 4.7 mmol) in portions at 0 0 C. The mixture was warmed to room temperature over 1 h and then was heated at reflux for I h. The excess SOC1 2 was evaporated under reduced pressure to give the crude product, which was basified with saturated aqueous NaHCO 3 to pH - 7. The aqueous phase was extracted with EtOAc (50 mL x 3). The combined organic layers were dried over Na 2

SO

4 and evaporated under reduced pressure to give 6-chloromethyl-4-fluoro benzo[1,3]dioxole (0.80 g, 92%), which was directly used in the next step. 103281 Step e: 2-(7-Fluorobenzo[d][1,3]dioxol-5-yl)acetonitrile A mixture of 6-chloromethyl-4-fluoro-benzo[1,3]dioxole (0.80 g, 4.3 mmol) and NaCN (417 mg, 8.51 mmol) in DMSO (20 mL) was stirred at 30 *C for I h and was then poured into water. The mixture was extracted with EtOAc (50 mL x 3). The combined organic layers were washed with water (50 mL) and brine (50 mL), dried over Na 2

SO

4 and evaporated under reduced pressure to give the crude product, which was purified by column chromatography on silica gel (petroleum ether/E.A. = 10/1) to afford 2-(7 fluorobenzo[d][1,3]dioxol-5-yl)acetonitrile (530 mg, 70%). 'H NMR (300 MHz, CDCl 3 ) a 6.68-6.64 (in, 2 H), 6.05 (s, 2 H), 3.65 (s, 2 H). 13 C-NMR 8151.1, 146.2, 134.1, 124.2, 117.5, 110.4, 104.8, 102.8, 23.3. [03291 Additional acids given in Table 2 were either commercially available or synthesized using appropriate starting materials and the procedures of preparations 1-7. 103301 Table 2: Carboxylic Acids. Acids Name A-1 I -Phenylcyclopropanecarboxylic acid 189 Acids Name A-2 I -(2-MethoxyphenyI)cyclopropanecaboxylic acid A-3 1 -(3-Methoxypheny)cyclopropalecaboxylic acid A-4 1 -(4-Methoxypheny)cyclopropalecaboxylic acid A-5 I -(4-(Trifluoromethoxy)phel)cyc1opropalecarboxylic acid A-6 I -(4-Chlorophenyl)cyclopropanecaboxylic acid A-7 I -(3,4-Dimethoxyphenyl)cycopropalecarboxylic acid A-8 I -Benzo[ 1,3]dioxol-5-yI-cyclopropanecarboxylic acid A-9 I -(2,2-Difluoro-benzo [1 ,3]dioxol-5-yl) cyclopropanecarboxylic acid A- 10 1 -Phenylcycloperitanecarboxylic acid A-i1 1 -(4-Chlorophenyl)cyclopentanecarboxylic acid A-12 i-(4-Methoxyphenyl)cyclopentalecarboxylic acid A- 13 1 -(Benzo~dl[1I,3]dioxol.5-y)cyclopentanecarboxylic acid A- 14 1 -Phenylcyclohexanecarboxylic acid A-I 5 1 -(4-ChlorophenyI)cyclohexanecarbo7Cylic acid A-i16 1 -(4-Methoxyphenyl)cyclohcxanec'arboxylic acid A-I17 4-(4-Methoxypheny)tetrahydro-2H-pyral-4-Carboxylic acid A-I 8 1 -(3-Chloro-4-hydroxypheny)cycopropalecarboxylic acid A-i 9 1 -(2-Oxo-2 ,3-dihydrobenzo[d]oxazol-5 yI)cyclopropanecarboxyl ic acid A-20 1 -(Benzo[dloxazo1-5-y)cyclopropanecarboxylic acid A-21 1-(7-Chlorobenzo[d][1 ,3]dioxol-5 yl)cyclopropanecarboxyl ic acid A-22 1-(7-Fluorobenzo[d][ 1,3]dioxol-5 yl)cyclopropanecarboxylic acid A-23 I -(3,4-Difluorophenyl)cyclopropanecarboxylic acid A-24 1I-(1 H-[ndol-5-yl)cyclopropanecarboxylic acid A-25 1 -(2,3-Dihydrobenzo [b] [1 ,4]dioxin-6 yl)cyclopropanecarboxylic acid 190 Acids Name A-26 1-(2,3-Dihydrobenzofuran-5-yl)cyclopropanecarboxylic acid A-27 1-(3,4-Dichlorophenyl)cyclopropanecarboxylic acid A-28 1-(2-Methyl-IH-benzo[d]imidazol-5 yl)cyclopropanecarboxylic acid A-29 1-(4-Hydroxy-4-methoxychroman-6 yl)cyclopropanecarboxylic acid A-30 I -(Benzofuran-6-yl)cyclopropanecarboxylic acid A-31 1-(l -Methyl-IH-benzo[d][1,2,3]triazol-5 yl)cyclopropanecarboxylic acid A-32 1-(2,3-Dihydrobenzofuran-6-yl)cyclopropanecarboxylic acid A-33 1-(3-Methylbenzo[d]isoxazol-5-yl)cyclopropanecarboxylic acid A-34 1-(4-Oxochroman-6-yl)cyclopropanecarboxylic acid A-35 1 -(Spiro[benzo[d] [1 ,3}dioxole-2, 1'-cyclobutane]-5 yl)cyclopropanecarboxylic acid A-36 1-(1,3-Dihydroisobenzofuran-5-yl)cyclopropanecarboxylic acid A-37 1-(6-Fluorobenzo[d][ 1,3]dioxol-5 yl)cyclopropanecarboxylic acid A-38 1 -(Chroman-6-yl)cyclopropanecarboxylic acid [03311 Preparation 8: 3-Bromo-4-methoxybenzenamine OMe SnCI 2 +2H 2 0 OMe 0 2 N Br MeOH H 2 N Br 2-Bromo-1-methoxy-4-nitrobenzene (2.50 g, 10.8 mmol), SnC1 2 -2H 2 0 (12.2 g, 53.9 mmol), and MeOH (30 mL) were combined and allowed to stir for 3 h at ambient temperature. To the mixture was added H 2 0 (100 mL) and EtOAc (100 mL) resulting in the formation of a thick emulsion. To this was added sat. aq. NaHCO 3 (30 mL). The layers were separated and the aqueous layer was extracted with EtOAc (3 x 30 mL). The organics were 191 combined and dried over MgSO 4 before being filtered. Concentration of the filtrate in vacuo gave 2.02 g of an off-white solid. This material was used without further purification. [03321 In addition to bromo-anilines prepared according to preparation 8, non-limiting examples of commercially available bromo anilines and bromo nitrobenzenes are given in Table 3. [03331 Table 3: Non-limiting examples of commercially available anilines. Name 4-Bromoaniline 4-Bromo-3-methylaniline 4-Bromo-3-(trifluoromethyl)aniline 3-Bromoaniline 5-Bromo-2-methyl aniline 5-Bromo-2-fluoroaniline 5-Bromo-2-(trifluoromethoxy)aniline 3 -Bromo-4-methyl aniline 3-Bromo-4-fluoroaniline 2-Bromo-1-methoxy-4-nitrobenzene 2-Bromo- I -chloro-4-nitrobenzene 4-Brono-3-methylaniline 3-Bromo-4-methylaniline 3-Bromo-4-(trifluoromethoxy)aniline 3-Bromo-5-(trifluoromethyl)aniline 3-Bromo-2-methylaniline [03341 Preparation 9: 1-(Benzo[d][1,3]dioxol-5-yl)-N-(3-bromo-4 methoxyphenyl)cyclopropane-carboxamide (B- 10) 192 o o SOCIz, cat. DMF I O 0 0 OH DCM. rt. 2-3 h 0 Ci A-8 OMe H2Nta D" Br 0 N BMe 0 -k-Br Et 3 N, DCM H rt, 16 h B-10 [03351 Step a: I-Benzo[1,3]dioxol-5-yl-cyclopropanecarbonyl chloride To an oven-dried round bottom flask containing 1-(benzo[d][1,3)dioxol-5-yl) cyclopropanecarboxylic acid (A-8) (618 mg, 3.0 mmol) and CH 2

CI

2 (3 mL) was added thionyl chloride (1.07 g, 9.0 mmol) and NN-dimethylformamide (0.1 mL). The reaction mixture was stirred at ambient temperature under an Ar atmosphere until the gas evolution ceased (2-3 h). The excess thionyl chloride was removed under vacuum and the resulting residue dissolved in CH 2

CI

2 (3 mL). The mixture was used without further manipulation. [03361 Step b: 1 -(Benzo[d][1,3]dioxol-5-yl)-N-(3-bromo-4-methoxyphenyl)-cyclopropane carboxamide (B-10) To a solution of the crude 1-benzo[1,3]dioxol-5-yI-cyclopropanecarbonyl chloride (3.0 mmol) in CH 2

CI

2 (30 mL) at ambient temperature was added a solution of 3-bromo-4 methoxybenzenamine (3.3 mmol), Et 3 N (15 mmol), and CH 2 C1 2 (90 mL) dropwise. The mixture was allowed to stir for 16 h before it was diluted with CH 2 C1 2 (500 mL). The solution was washed with IN HCI (2 x 250 mL), sat. aq. NaHCO 3 (2 x 250 mL), then brine (250 mL). The organics were dried over Na 2

SO

4 , filtered, and concentrated in vacuo to provide 1-(benzo[d][1,3]dioxol-5-yl)-N-(3-bromo-4 methoxyphenyl)cyclopropanecarboxamide (B-10) with suitable purity to be used without further purification. [03371 Table 4 lists additional N-bromophenyl amides prepared according to preparation 9 and using appropriate starting materials. [0338] Table 4: N-bromophenyl amides prepared according to preparation 9 and using appropriate starting materials. broies Name Anilines 193 Aryl NaeAnilines bromides Nm B-i 1-(Benzo[d][l,3]dioxol-5-yl)-N-(4- 4Boontn bromophenyl)cyclopropanearboxamide 4Boonln B-2 I -(Benzo[d][ I ,3]dioxol-5-yl)-N-(4-bromo-3- 4-Bromo-3 -methyl aniline _________ methylphenyl)cyclopropanecarboxamide ____________ 1 -(Benzo[d][ 1 ,3]dioxol-5-yl)-N-(4-bromo-3- 4Boo3 B-3 (trifluoromethyl)phenyl)cyclopropanecarboxa4-om- ________mide (trifluoromethyl)aniline B-4 ~1-(Benzo[d](1I,3]dioxol-5-yl)-N-(3- 3Boonln B-4 bromophenyl)cyclopropanecarboxamide 3Boonln B-5 I -(Benzo IdlE I,3]dioxol-5-yl)-N-(5-bromo-2- 5-Bromo-2-methylaniline ________ methylphenyl)cyclopropanecarboxamide B-6 I -(Benzo[d][ I ,3]dioxol-5-yI)-N-(5-bromo-2- 5-Bromo-2-fluoroaniline fluorophenyl)cyclopropanecarboxainide I -(Benzo[d][1I,3]dioxol-5-yl)-N-(5-bromo-2- 5-BrOMo-2 B-7 (trifluoromethoxy)phenyl)cyclopropalecarboxa (tri fluoromethoxy) aniline mide B-8 1 -(Benzo[d][1I,3]dioxol-5-yl)-N-(3-bromo-4- 3-Bromo-4-niethylaniline methylphenyl)cyclopropanecarboxainide B-9 1 -(Benzo[d][ 1,3] dioxol-5-yl)-N-(3-bromo-4- 3-Bromo-4-fluoroaniline fluorophenyl)cyclopropanecarboxamide ___________ B10 -(Benzo[d][ 1 ,3]dioxol-5-yI)-N-(3-bromo-4- 3-Bromo-4 B-10 methoxyphenyl)c~yclopropanecarboxan-ide methoxybenzenarnine B-11 1 -(Benzo[d][ 1,3] dioxol-5-yl)-N-(3-brorno-4- 3 -Bromo-4-chloro aniline chlorophenyl)cyclopropanecarboxamide B-3 -(Benzo[d][1I,3]dioxol-5-yl)-N-(3-bromo-4- 3-Bromo-4 B-13 isopropylphenyl)cyclopropanecarboxainide isopropylaniline, N-(4-Bromo-3-methylphenyl)- 1 -(2,2 B- 14 difluorobenzo [d][ 1 ,3]dioxol-5- 4-Bromo-3-niethylaniline yl)cyclopr-opanecarboxarnide ____________ N-(3-Bromo-4-methylphenyl)- 1-(2,2 B- 15 difluorobenzo[d][ 1 ,3]dioxol-5- 3-Bromo-4-methylaniline ___________yl)cyclopropanecarboxaniide_____________ B-1 -(Benzo[d][ 1 ,3]dioxol-5-yI)-N-(3-bromo-4- 3-Bromo-4-tert B-16 tert-butylphenyl)cyclopropanecarboxamide butylaniline B- 18 I -(Benzo[d][ 1 ,3]dioxol-.5-yl)-N-(3-bromo-4- 3-Bromo-4-ethylaniline _________ ethylphcnyl)cyclopropanecarboxamide 1 -(Benzo[d][1I,3]dioxol-5-yI)-N-(3-bromo-4- 3-Bromo-4 B-I19 (trifluoromethoxy)phenyl)cyclopropanecarboxa (trifluoromethoxy)aniline _________mide I -(Benzo[d][1I,3]dioxol-5-yl)-N-(5-bromo-2- 5-Bromo-2-fluoro-4 B-20 fluoro-4- ehlnie _________ methylphenyl)cyclopropanecarboxamidemehanie I -(Benzo[d][ 1 ,3]dioxol-5-yl)-N-(3-bromo-5- 3Boo5 B-2 1 (trifluoromethyl)phenyl)cyclopropariecarboxa 3 -Bluromo-5-~niin rnide (rfurmty~nln 194 ArylName Anilines bromides B-22 I -(Benzo[d][1,3]dioxol-5-yl)-N-(3-bromo-2- 3 -Bromo-2-methylaniline methylphenyl)cyclopropanecarboxamide N-(3-Bromo-4-(3-methyloxetan-3-yl)phenyl)- 3-Bromo--(3 B-23 1-(2,2-difluorobenzo[d][ 1,3]dioxol-5- methyloxetan-3-yl)aniline yl)cyclopropanecarboxamide B-24 N-(3-Bromo-4-methylphenyl)- 1-(4- 3-Bromo-4-methylaniline methoxyphenyl)cyclopropanecarboxamide Preparation 10: ((3'-Aminobiphenyl-4-yl)methyl)-methanesulfonamide (C-1) NCr

B(OH)

2 Br NHBocNC NHBoc NCa

NC"(

Ni .H2 N NHBoc MsCI MNNHBoc NMsHN HCIJMeOH N MsHN"O

-

NH

2 103391 Step a: (4'-Cyano-biphenyl-3-yl)-carbamic acid tert-butyl ester A mixture of 4-cyanobenzeneboronic acid (14.7 g, 0.10 mol), 3-bromo-phenyl carbamic acid tert-butyl ester (27.2 g, 0.10 mol), Pd(Ph 3

P)

4 (11.6 g, 0.01 mol) and K 2

CO

3 (21 g, 0.15 mol) in DMF/H 2 0 (1:1, 350 mL) was stirred under argon at 80 *C overnight. The DMF was evaporated under reduced pressure, and the residue was dissolved in EtOAc (200 mL). The mixture was washed with water and brine, dried over Na 2

SO

4 , and concentrated to dryness. The residue was purified by column chromatography (petroleum ether/EtOAc 50:1) on silica gel to give (4'-cyano-biphenyl-3-yI)-carbamic acid tert-butyl ester (17 g, 59%). 'H NMR (300 MHz, DMSO-d 6 ) 8 9.48 (s, I H), 7.91 (d, J= 8.4 Hz, 2 H), 7.85 (s, I H), 7.76 (d, J= 8.4 Hz, 2 H), 7.32-7.48 (m, 3 H), 1.47 (s, 9 H). [03401 Step b: (4'-Aminomethyl-biphenyl-3-yl)-carbamic acid tert-butyl ester A suspension of (4'-cyano-biphenyl-3-yl)-carbamic acid tert-butyl ester (7.6 g, 26 mmol) and Raney Ni (1 g) in EtOH (500 mL) and NH 3

.H

2 0 (10 mL) was hydrogenated under 50 psi of H 2 at 50 "C for 6 h. The catalyst was filtered off and the filtrate was concentrated to 195 dryness to give (4'-aminomethyl-biphenyl-3-yl)-carbamic acid tert-butyl ester, which was used directly in next step. [03411 Step c: [4'-(Methanesulfonylamino-methyl)-biphenyl-3-yli]-carbamic acid tert-butyl ester To a solution of crude (4'-aminomethyl-biphenyl-3-yl)-carbamic acid tert-butyl ester (8.2 g 27 mmol) and Et 3 N (4.2 g, 40 mmol) in dichloromethane (250 mL) was added dropwise MsCI (3.2 g, 27 mmol) at 0 "C. The reaction mixture was stirred at this temperature for 30 min and was then washed with water and saturated aqueous NaCl solution, dried over Na 2

SO

4 , and concentrated to dryness. The residue was recrystallized with DCM/pet ether (1:3) to give [4'-(methanesulfonylamino-methyl)-biphenyl-3-yl]-carbamic acid tert-butyl ester (7.5 g, yield 73%). 'H NMR (300 MHz, CDC 3 ) 8 7.67 (s, 1 H), 7.58 (d, J= 8.1 Hz, 2 H), 7.23-7.41 (m, 5 H), 6.57 (s, I H), 4.65-4.77 (m, I H), 4.35 (d, J= 6 Hz, 2 H), 2.90 (s, 3 H), 1.53 (s, 9 H). [03421 Step d: N-((3'-Aminobiphenyl-4-yl)methyl)methanesulfonamide A solution of [4'-(methanesulfonylamino-methyl)-biphenyl-3-yl]-carbamic acid tert butyl ester (5 g, 13 mmol) in HCl/MeOH (4M, 150 mL) was stirred at room temperature overnight. The mixture was concentrated to dryness and the residue was washed with ether to give the target compound N-((3'-aminobiphenyl-4-yl)methyl)methanesulfonamide as its HCI salt (3.0 g, 71%). 'H NMR (300 MHz, DMSO-d) 5 7.54-7.71 (m, 6 H), 7.46 (d, J= 7.8 Hz, 2 H), 7.36 (d, J= 7.5 Hz, 1 H), 4.19 (s, 2 H), 2.87 (s, 3 H). MS (ESI) n/e (M+H'): 277.0. [03431 Preparation 11: (R)-(l-(3'-Aminobiphenyl-4-ylsulfonyl)pyrrolidin-2-yl)methanol (C 2) Br DCM. NaHcO (HO) 2 B NH 2 HO N2 O=S=O N N HO.OH [03441 Step a: (R)-Bromo-benzenesulfonyl)-pyrrolidin-2-yl]-methanol To a mixture of sat aq. NaHCO 3 (44 g, 0.53 mol), CH 2 Cl 2 (400 mL) and (R) pyrolidin-2-yl-methanol (53 g, 0.53 mol) was added 4-bromo-benzenesulfonyl chloride (130 g, 0.50 mol) in CHzCl 2 (100 mL). The reaction was stirred at 20 *C overnight. The organic phase was separated and dried over Na 2

SO

4 . Evaporation of the solvent under reduced 196 pressure provided (R)-[1 -(4-bromo-benzenesulfonyl)-pyrrolidin-2-yl]-methanol (145 g, crude), which was used in the next step without further purification. 'H NMR (CDC 3 , 300 MHz) 8 7.66-7.73 (m, 4 H), 3.59-3.71 (m, 3 H), 3.43-3.51 (m, 1 H), 3.18-3.26 (m, 1 H), 1.680-1.88 (m, 3 H), 1.45-1.53 (m, I H). [03451 Step b: (R)-(1 -(3'-Aminobiphenyl-4-ylsulfonyl)pyrrolidin-2-yl)methanol (C-2) To a solution of (R)-[1(4-bromo-benzenesulfonyl)-pyrrolidin-2-yI]-methanol (1.6 g, 5.0 mmol) in DMF (10 mL) was added 3-amino-phenyl boronic acid (0.75 g, 5.5 mmol), Pd(PPh 3

)

4 (45 mg, 0.15 mmol), potassium carbonate (0.75 g, 5.5 mmol) and water (5 mL). The resulting mixture was degassed by gently bubbling argon through the solution for 5 minutes at 20 *C. The reaction mixture was then heated at 80 *C overnight. The reaction was filtered through a pad of silica gel, which was washed with CH 2 Cl 2 (25 mL x 3). The combined organics were concentrated under reduced pressure to give the crude product, which was washed with EtOAc to give pure (R)-(1-(3'-aminobiphenyl-4 ylsulfonyl)pyrrolidin-2-yl)methanol (C-2) (810 mg, 49%). 'H NMR (300 MHz, CDCL 3 ) 8 7.88 (d, J= 8.7 Hz, 2 H), 7.70 (d, J= 8.7 Hz, 2 H), 7.23-7.28 (m, I H), 6.98 (d, J= 7.8 Hz, I H), 6.91 (d, J= 1.8 Hz, I H), 6.74 (dd, J= 7.8, 1.2 Hz, I H), 3.66-3.77 (m, 3 H), 3.45-3.53 (m, I H), 3.26-3.34 (m, 1 H), 1.68-1.88 (m, 3 H), 1.45-1.55 (m, 1 H). MS (ESI) m/e (M+H*) 333.0. [0346] Preparation 12: 3'-Amino-N-methylbiphenyl-4-sulfonamide (C-3) CHNH2 Br (HO) 2 B NH 2 NH2 DCM, NaHC03 0 O s=HC O=S=O MeHN' NH l NH [0347] Step a: 4-Bromo-N-methyl-benzenesulfonamide To a mixture of sat aq. NaHCO 3 (42 g, 0.50 mol), CH 2 C1 2 (400 mL) and methylamine (51.7 g, 0.50 mol, 30% in methanol) was added a solution of 4-bromo-benzenesulfonyl chloride (130 g, 0.50 mol) in CH 2 C1 2 (100 mL). The reaction was stirred at 20 "C overnight. The organic phase was separated and dried over Na 2

SO

4 . Evaporation of the solvent under reduced pressure provided 4-bromo-N-methyl-benzenesulfonamide (121 g, crude), which was used in the next step without further purification. 'H NMR (CDC 3 . 300 MHz) 8 7.65-7.74 (m, 4 H), 4.40 (br, 1 H), 2.67 (d, J= 5.4 Hz, 3 H). 197 [03481 Step b: 3'-Amino-N-methylbipheny-4-sulfonamide (C-3) To a solution of 4-bromo-N-methyl-benzene sulfonamide (2.49 g, 10 mmol) in DMF (20 mL) was added 3-amino-phenyl boronic acid (1.51 g, 11 mmol), Pd(PPh 3

)

4 (90 mg, 0.30 mmol), potassium carbonate (1.52 g, 11 mmol) and water (5 mL). The resulting mixture was degassed by gently bubbling argon through the solution for 5 minutes at 20 *C. The reaction mixture was then heated at 80 'C overnight. The reaction was filtered through a pad of silica gel, which was washed with CH 2

CI

2 (50 mL x 3). The combined organics were concentrated under reduced pressure to give crude product, which was washed with EtOAc to give pure 3' amino-N-methylbiphenyl-4-sulfonamide (C-3) (1.3 g, 50%). 'H NMR (300 MHz, CDCl 3 ) 5 7.85 (d, J= 8.7 Hz, 2 H), 7.75 (d, J= 8.7 Hz, 2 H), 7.19 (t, J= 7.8 Hz, 1 H), 6.95-7.01 (m, 2 H), 6.73- 6.77 (m, I H), 2.54 (s, 3 H). MS (ESI) m/e (M+H*) 263.0. [03491 Preparation 13: 5'-(1-(Benzo[d][1,3]dioxol-5-yl)cyclopropanecarboxamido)-2' (hydroxymethyl)-N,N-dimethylbiphenyl-4-carboxamide 0 oWe UHI 4 , THF OH M& B 25 *C 16 hrs - S~- r (HO)ZB Pd-FibreCat 1007, DMF. N IM K2CO. 80 *C. 3 hrs 0 [03501 Step a: 1-(Benzo[d][1,3]dioxol-5-yl)-N-(3-bromo-4-(hydoxymethyl)phenyl) cyclopropanecarboxamide Methyl 4-(1-(benzo[d][1,3]dioxol-5-yl)cyclopropanecarboxamido)-2-bromobenzoate (4.12 g, 9.9 mmol) was added to a solution of LiBH 4 (429 mg, 19.8 mmol) in THF/ether/H 2 0 (20/20/1 mL) and was allowed to stir at 25 *C. After 16 hours, the reaction was quenched with H 2 0 (10 mL). The reaction mixture was diluted with dichloromethane (25 mL) and was extracted with IN HCI (30 mL x 3) and brine (30 mL). The organic extracts were dried over Na 2

SO

4 and evaporated. The crude product was purified by chromatography on silica gel elutingg with 0-100% ethyl acetate in hexanes) to afford 1-(benzo[d][1,3]dioxol-5-yl)-N-(3 bromo-4-(hydroxymethyl)phenyl) cyclopropanecarboxamide (2.84 g, 74%). ESI-MS m/z calc. 389.0, found 390.1 (M+1)+; retention time 2.91 minutes. [03511 Step b: 5'-(1-(Benzo[d][1,3]dioxol-5-yl)cyclopropanecarboxamido)-2' 198 (hydroxymethyl)-N,N-dimethylbiphenyl-4-carboxamide 1 -(Benzo[d][1,3]dioxol-5-yl)-N-(3-bromo-4-(hydroxymethyl) phenyl)cyclopropanecarboxamide (39 mg, 0.10 mmol), 4-(dimethylcarbamoyl) phenylboronic acid (29 mg, 0.15 mmol), 1 M K 2 C0 3 (0.3 mL, 0.3 mmol), Pd-FibreCat 1007 (8 mg, 0.1 mmol), and NN-dimethylformamide (1 mL) were combined. The mixture was heated at 80 *C for 3 h. After cooling, the mixture was filtered and purified by reverse phase HPLC to yield 5'-(1-(benzo[d][1,3]dioxol-5-yl)cyclopropanecarboxamido)-2' (hydroxymethyl)-N,N-dimethylbiphenyl-4-carboxamide (16 mg, 34%). ESI-MS m/z calc. 458.5, found 459.5 (M+1)*; Retention time 2.71 minutes. [03521 Preparation 14: 5'-(1 -(Benzo[d][ 1,3]dioxol-5-yl)cyclopropanecarboxamido)-2' (ethoxymethyl)-NN-dimethylbiphenyl-4-carboxamide <0 OHj EtH, pTsOH (0 I H. 140 C, mwave, N 0 0 5'-(l -(Benzo[d][ 1,3]dioxol-5-yl)cyclopropanecarboxamido)-2'-(hydroxymethyl)-NN dimethylbiphenyl-4-carboxamide (49 mg, 0.10 mmol) and para-toluenesulfonic acid (38 mg, 0.2 mmol) were dissolved in ethanol (1.0 mL) and irradiated in the microwave at 140 *C for 10 minutes. Volatiles were removed in vacuo and crude product was purified by reverse phase HPLC to afford the pure product (6.4 mg, 13%). ESI-MS m/z calc. 486.2, found 487.5 (M+1)*; retention time 3.17 minutes. 103531 Preparation 15: 5'-(I-(Benzo[d][1,3]dioxol-5-yl)cyclopropane-carboxamido)-2' (isopropoxymethyl)-, N-dimethylbiphenyl-4-carboxamide (0N 1N Hi-PrOH, pTsOH ( 0 DOim 0 t, 0 JN'C 0 N N H 1 140*C. mwave. 0 N.- I 10mm I I- il o 0 5'-(1 -(Benzo[d][1,3]dioxol-5-yl)cyclopropanecarboxamido)-2'-(hydroxymethyl)-NN dimethylbiphenyl-4-carboxamide (46 mg, 0.10 mmol) and para-toluenesulfonic acid (38 mg, 0.2 mmol) were dissolved in isopropanol (1.0 mL) and irradiated in the microwave at 140 *C 199 for 10 minutes. Volatiles were removed in vacuo and crude product was purified by reverse phase HPLC to afford the pure product (22 mg, 44%). ESI-MS m/z calc. 500.2, found 501.3 (M+1)*; retention time 3.30 minutes. [03541 Preparation 16: 5'-(I-(Benzo[d][1,3]dioxol-5-yl)cyclopropanecarboxamnido)-2' (cyanomethyl)-N,N-dimethylbiphenyl-4-carboxamide S OH 1. MsC, DIEA, ACN CN 0 N B,'c"1 2. KCN H C OH , Pd-FibreCat 1007, OMF, N 1M K 2

CO

3 ,150 *C, 10 rnin mwave 0 103551 Step a: 1-(Benzo[d][1,3]dioxol-5-yl)-N-(3-bromo-4-(cyanomethyl)phenyl)cyclo propane carboxamide 1-(Benzo[d][1,3]dioxol-5-yl)-N-(3-bromo-4-(hydroxymethy)phenyl) cyclopropane carboxamide (1.08 g, 2.78 mmol), methanesulfonyl chloride (0.24 mL, 3.1 mmol), and NN diisopropylethylamine (0.72 mL, 4.1 mmol) were dissolved in acetonitrile (27 mL) at 25 *C. After complete dissolution, KCN (450 mg, 6.95 mmol) was added and the reaction was stirred for 14 d. The reaction was diluted with dichloromethane (25 mL) and washed with water (25 mL). The organic extracts were dried over Na 2

SO

4 and evaporated. The crude product was purified by chromatography on silica gel (eluting with 0-100% ethyl acetate in hexanes) to afford 1-(benzo[d][1,3]dioxol-5-yl)-N-(3-bromo-4-(cyanomethyl)phenyl)cyclo propane carboxamide (514 mg, 46%). ESI-MS m/z calc. 398.0, found 399.1 (M+1)4; retention time 3.24 minutes. 103561 Step b; 5'-(1-(Benzo[d][1,3]dioxol-5-yl)cyclopropanecarboxamido)-2' (cyanomethyl)-N,N-dimethybiphenyl-4-carboxamide 1-(Benzo[d][1,3]dioxol-5-yl)-N-(3-bromo-4-(cyanomethyl)phenyl)cyclopropane carboxamide (40 mg, 0.10 mmol), 4-(dimethylcarbamoyl)phenylboronic acid (29 mg, 0.15 mmol), 1 M K 2

CO

3 (0.2 mL, 0.2 mmol), Pd-FibreCat 1007 (8 mg, 0.1 mmol), and N,N dimethylformamide (1 mL) were combined. The mixture was irradiated in the microwave at 150 *C for 10 minutes. Volatiles were removed in vacuo and crude product was purified by chromatography on silica gel (eluting with 0-100% ethyl acetate in hexanes) to afford 5'-(1 200 (benzo[d][1,3]dioxol-5-yl)cyclopropanecarboxamido)-2'-(cyanomethyl)-N,N dimethylbiphenyl-4-carboxamide (9.1 mg, 20%). ESI-MS m/z calc. 467.2, found 468.5 (M+1)*; retention time 2.96 minutes. 103571 Preparation 17: 2'-((1H-Tetrazol-5-yl)methyl)-5'-(1-(benzo[d][1,3]dioxol-5 yl)cyclopropane carboxanido)-N,N-dimethylbiphenyl-4 carboxamide N--N

HN

I NaN 3 . NH 4 CI, DMF H N 100 *C.2 hr. mwave 0 5'-(I-(Benzo[d][1,3]dioxol-5-yl)cyclopropanecarboxamido)-2'-(cyanomethyl)-N,N dimethylbiphenyl-4-carboxamide (32 mg, 0.070 mmol), sodium azide (55 mg, 0.84 mmol), and ammonium chloride (45 mg, 0.84 mmol) were dissolved in NN-dimethylformamide (1.5 mL) and irradiated in the microwave at 100 *C for 2 hours. After cooling, the mixture was filtered and purified by reverse phase HPLC to yield 2'-((1H-tetrazol-5-yl)methyl)-5'-(1 (benzo[d][1,3]dioxol-5-yl)cyclopropane carboxamido)-N,N-dimethylbiphenyl-4-carboxamide (9.2 mg, 26%). ESI-MS m/z calc. 510.2, found 511.5 (M+1)*; Retention time 2.68 minutes. [03581 Preparation 18: 2'-(2-Amino-2-oxoethyl)-5'-(1-(benzo[d][1,3]dioxol-5 yl)cyclopropanecarboxamido)-N,N-dimethylbiphenyl-4-carboxamide (oY~~o ON0 NH, aq H 2 0 2 , MeOH,NaOH N 0 N I I 25*C.2 hr 0l-ilk N 0- N* jI 0 [03591 5'-(1-(Benzo[d][1,3]dioxol-5-yl)cyclopropanecarboxamido)-2'-(cyanomethyl)-N,N dimethylbiphenyl-4-carboxamide (58 mg, 0.12 mol), H 2 0 2 (30 wt % solution in water, 36 pL, 1.2 mmol), and NaOH (10 wt % in water, 0.15 mL, 0.42 mmol) were dissolved in MeOH (1.2 mL) and stirred at 25 *C for 2 hours. The reaction was filtered and purified by reverse phase HP LC to yield 2'-(2-amino-2-oxoethyl)-5'-(1-(benzo[d][1,3]dioxol-5 yl)cyclopropanecarboxamido)-N,N-dimethylbiphenyl-4-carboxamide (14 mg, 23%). ESI-MS m/z calc. 485.2, found 486.5 (M+l)*; Retention time 2.54 minutes. 201 [03601 Preparation 19: N-(4'-(Aminomethyl)-6-methylbiphenyl-3-yl)-1 (benzo[d][1,3]dioxol-5-yl)cyclopropanecarboxanide

(HO)

2 8 - Pd-FibreCat 1007, DMF, N TFA S1M K 2 C0 3 ,150 *C. 10 min .: NH 2 mwave 0NH 2. TFA, DCM, rt, I hr 1-(Benzo[d][1,3]dioxol-5-yl)-N-(3-bromo-4-methylphenyl)cyclopropanecarboxamide (37 mg, 0.10 mmol), 4-((tert-butoxycarbonylanino)methyl)phenylboronic acid (37 mg, 0.15 mmol), 1 M K 2 C0 3 (0.2 mL, 0.2 mmol), Pd-FibreCat 1007 (8 mg, 0.1 mmol), and NN dimethylformamide (I mL) were combined. The mixture was irradiated -in the microwave at 150 *C for 10 minutes. The reaction was filtered and purified by reverse phase HPLC. The obtained material was dissolved in dichloromethane (2 mL) containing triflouroacetic acid (2 mL) and stirred at 25 *C for 1 hour. The reaction was filtered and purified by reverse phase HPLC to yield N-(4'-(aminomethyl)-6-methylbiphenyl-3-yl)-1-(benzo[d][1,3]dioxol-5 yl)cyclopropanecarboxamide as the TFA salt (8.1 mg, 20%). ESI-MS m/z calc. 400.2, found 401.5 (M+1)+; retention time 2.55 minutes. 103611 Preparation 20: 1-(Benzo[d][1,3]dioxol-5-yl)-N-(6-methyl-4' (propionamidomethyl)biphenyl-3-yl)cyclopropanecarboxamide N propionyl chlride N 0 N-(4'-(Aminomethyl)-6-methylbiphenyl-3-yl)-1-(benzo[d][1,3]dioxol-5 yl)cyclopropanecarboxamide (40 mg, 0.10 mmol), propionyl chloride (8.7 pL, 0.10 mmol) and Et 3 N (28 iL, 0.20 mmol) were dissolved in dichloromethane (1.0 mL) and allowed to stir at 25 *C for 3 hours. Volatiles were removed in vacuo and crude product was purified by reverse phase HPLC to afford 1-(benzo[d][1,3]dioxol-5-yl)-N-(6-methyl-4' (propionamidomethyl)biphenyl-3-yl)cyclopropanecarboxamide (13 mg, 28%). ESI-MS m/z calc. 456.5, found 457.5 (M+l)*; retention time 3.22 minutes. 103621 Preparation 21: 1-(Benzo[d][1,3]dioxol-5-yI)-N-(6-methyl-4' (propylsulfonamidomethyl)biphenyl-3-yl)cyclopropanecarboxaride 202 ( J~j ~1 -propanesulfonyl chloride K I I HEH2U,.DCM. rt. 16 hrs ' ziii1-JL H 0 N-(4'-(Aminomethyl)-6-methylbiphenyl-3-yl)-1 -(benzo[d][ 1,3]dioxl'-5 yl)cyclopropanecarboxamide (40 mg, 0.10 mmol), 1-propanesulfonyl chloride (11 pL, 0.10 mmol) and Et 3 N (28 pL, 0.20 mmol) were dissolved in dichloromethane (1.0 mL) and allowed to stir at 25 "C for 16 hours. Volatiles were removed in vacuo and crude product was purified by reverse phase HPLC to afford 1-(benzo[d][1,3]dioxol-5-yl)-N-(6-methyl-4' (propylsulfonamidomethyl)biphenyl-3-yl)cyclopropanecarboxamide (5.3 mg, 10%). ESI-MS m/Cz calc. 506.6, found 507.3 (M+1); retention time 3.48 minutes. 10363] Preparation 22: 1-(Benzo(d][1,3]dioxol-5-yl)-N-(6-methyl-4' ((propylamino)methyl)biphenyl-3-y1)cyclopropanecarboxanide (0proplonaldehyde. TI(OPr) 4

<

(<~lQ H NaBH 4 . DCM, mono-glymeAiH A NH2 N-(4'-(Aminomethyl)-6-methylbiphenyl-3-yl)-I-(benzo[d][1,3]dioxol-5 yl)cyclopropanecarboxamide (40 mng, 0.10 mmol), propionaldehyde (5.1 pL, 0.10 mmol) and Ti(OPr) 4 (82 pL, 0.30 mmol) were dissolved in dichloromethane (1.0 mL) and mono-glyme (1.0 mL). The mixture yvas allowed to stir at 25 "C for 16 hours. NaBH 4 (5.7 mg, 0.15 mmol) was added and the reaction was stirred for an additional I h. The reaction was diluted to 5 mL with dichloromethane before water (5 mL) was added. The reaction was filtered through celite to remove the titanium salts and the layers separated. The organic extracts were dried over Na 2

SO

4 and evaporated. The crude product was purified by reverse phase HPLC to afford 1-(benzo[d][ 1,3]dioxol-5-yl)-N-(6-methyl-4' ((propylamino)methyl)biphenyl-3-yl)cyclopropanecarboxamide (7.8 mg, 14%). ESI-MS m/z calc. 442.6, found 443.5 (M+1)*; retention time 2.54 minutes. 103641 Preparation 23: 1-(Benzo[d](1,3]dioxol-5-yl)-N-(4'-((isopentylamino)methyl)- 6 methylbiphenyl-3-yl)cyclopropanecarboxamide IOC 2 3-methyltutflnal. fl(OPr) 4 < 0. N TF L~HNaBH 4 . DCM. mono-glyme H H A ,- NH2 203 N-(4'-(Aminomethyl)-6-methylbiphenyl-3-yl)- I -(benzQ[d][1,3]dioxol-5 yl)cyclopropanecarboxamide (40 mg, 0.10 mmol), 3-methylbutanal (8.6 mg, 0.10 mmol) and Ti(OPr) 4 (82 jiL, 0.30 mmol) were dissolved in dichloromethane (1.0 mL) and mono-glyme (1.0 mL) and allowed to stir at 25 *C for 16 hours. NaBH 4 (5.7 mg, 0.15 mmol) was added and the reaction was stirred for an additional I h. The reaction was diluted to 5 mL with dichloromethane before water (5 mL) was added. The reaction was filtered through celite to remove the titanium salts and the layers separated. The organic extracts were dried over Na 2

SO

4 and evaporated. The crude product was purified by reverse phase HPLC to afford 1 (benzo[d][1,3]dioxol-5-yl)-N-(4'-((isopentylamino)methyl)-6-methylbiphenyl-3 yl)cyclopropanecarboxamide (5.7 mg, 10%). ESI-MS m/z calc. 470.3, found 471.5 (M+1)*; retention time 2.76 minutes. [0365] Preparation 24: 1-(Benzo[d][1,3]dioxol-5-yl)-N-(4'-(hydroxymethyl)-6 methylbiphenyl-3-yl)cyclopropanecarboxamide

(HO)

2 B 0 lc. o o0 . r Pd-FibreCat 1007. DMF, 0 iM K 2 C 0 3 - 80 *C. 3 hr I'-AO 1-(Benzo[d][1,3]dioxol-5-yl)-N-(3-bromo-4-methylphenyl)cyclopropanecarboxamide (3.0 g, 8.1 mmol), 4-(hydroxymethyl)phenylboronic acid (1.5 g, 9.7 mmol), I M K 2 C0 3 (16 mL, 16 mmol), Pd-FibreCat 1007 (640 mg), and N,N-dimethylformamide (80 mL) were combined. The mixture was heated at 80 *C for 3 h. The volatiles were removed in vacuo and residue was redissolved in dichloromethane (100 mL). The organics were washed with IN HCl (100 mL x 2), then dried over Na 2

SO

4 and evaporated. The crude product was purified by chromatography on silica gel to afford 1-(benzo[d][1,3]dioxol-5-yl)-N-(4' (hydroxymethyl)-6-methylbiphenyl-3-yl)cyclopropanecarboxamide (1.9 g, 59%). ESI-MS m/z calc. 401.5, found 402.5 (M+1)*; retention time 3.18 minutes. [03661 Preparation 25: 1-(Benzo[d][1,3]dioxol-5-yl)-N-(4'-(methoxymethyl)-6 methylbiphenyl-3-yl)cyclopropanecarboxamide 0O 0 0 N MeOH.pTsOH <0 s o toluene,140*', H 24OH mwavel0miH 204 I -(Benzo[d][1,3]dioxol-5-yl)-N-(4'-(hydroxymethyl)-6-methylbiphenyl-3 yl)cyclopropanecarboxamide (40 mg, 0.10 mmol), para-toluenesulfonic acid (24 mg, 0.13 mmol) and MeOH (53 piL, 1.3 mmol) were dissolved in toluene (2.0 mL) and irradiated in the microwave at 140 *C for 10 minutes. Volatiles were removed in vacuo and crude product was purified by reverse phase HPLC to afford 1-(benzo[d][1,3]dioxol-5-yl)-N-(4' (methoxymethyl)-6-methylbiphenyl-3-yl)cyclopropanecarboxamide (9.6 mg, 23%). ESI-MS m/z calc. 415.5, found 416.5 (M+I)*; retention time 3.68 minutes. 103671 Preparation 26: 1-(Benzo[d][1,3]dioxol-5-yl)-N-(6-methyl-4' ((methylamino)methyl)biphenyl-3-yl)cyclopropanecarboxamide 1. MsCI, DIEA, DCM (0 I N 0 HC ~ j ; O 2. MeNH 2 /xH H" 1-(Benzo[d][1,3]dioxol-5-yl)-N-(4'-(hydroxymethyl)-6-methylbiphenyl-3 yl)cyclopropanecarboxamide (610 mg, 1.52 mmol), methanesulfonyl chloride (0.13 mL, 1.7 mmol), and Ar,N-diisopropylethylamine (0.79 mL, 4.6 mmol) were dissolved in dichloromethane (10 mL) at 25 *C. The reaction was stirred for 10 minutes before a 2.0 M solution of MeNH 2 in THF (15 mL, 30 mmol) was added. The mixture was stirred for 30 minutes at ambient temperature before it was extracted with IN HC1 (20 mL x 2) and saturated NaHCO 3 (20 mL x 2). The organic extracts were dried over Na 2

SO

4 and evaporated. The crude product was purified by chromatography on silica gel (eluting with 0 20% methanol in dichloromethane) to afford 1-(Benzo[d][1,3]dioxol-5-yl)-N-(6-methyl-4' ((methylamino)methyl)biphenyl-3-yl)cyclopropanecarboxamide (379 mg, 60%). ESI-MS m/z calc. 414.5, found 415.5 (M+1)*; retention time 2.44 minutes. 10368] Preparation 27: 1 -(Benzo[d][ 1,3]dioxol-5-yI)-N-(6-methyl-4'-((N methylpivalamido)methyl)biphenyl-3-yl)cyclopropanecarboxamide

K

0 ~I0 pivaloyl chloride (O~ 0 H I K O~MF, Ft 3 N, rtIiJ~gI 1 -(Benzo[d][1,3]dioxol-5-yl)-N-(6-methyl-4'-((methylamino)methyl)biphenyl-3 yl)cyclopropanecarboxamide (30 mg, 0.070 mmol), pivaloyl chloride (12.3 iL, 0.090 mmol) 205 and Et 3 N (20 pL, 0.14 mmol) were dissolved in N,N-dimethylformamide (1.0 mL) and allowed to stir at 25 *C for 3 hours. The crude reaction was purified by reverse phase HPLC to afford 1-(benzo[d][1,3]dioxol-5-yl)-N-(6-methyl-4'-((N methylpivalamido)methyl)biphenyl-3-yl)cyclopropanecarboxamide (15 mg, 30%). ESI-MS m/z calc. 498.3, found 499.3 (M+1)*; retention time 3.75 minutes. [03691 Preparation 28: 1-(Benzo~d][1,3]dioxol-5-yl)-N-(6-methyl-4'-((N methylmethylsulfonamido) methyl)biphenyl-3-yl)cyclopropanecarboxamide " mthanIsnon ode H Et 3 N,ODMF, rt, 16hrs H 1-(Benzo[d][1,3] dioxol-5-yl)-N-(6-methyl-4'-((methylamino)-methyl)biphenyl-3 yl)cyclopropane carboxamide (30 mg, 0.070 mmol), methanesulfonyl chloride (7.8 pL, 0.14 mmol) and Et 3 N (30 .L, 0.22 mmol) were dissolved in NN-dimethylformamide (1.0 mL) and allowed to stir at 25 "C for 16 hours. The crude reaction was purified by reverse phase HPLC to afford 1-(benzo[d][1,3]dioxol-5-yl)-AN-(6-methyl-4'-((N-methylmethylsulfonamido) methyl)biphenyl-3-yl)cyclopropanecarboxamide (22 mg, 64%). ESI-MS m/z calc. 492.2, found 493.3 (M+I)*; retention time 3.45 minutes. 10370] Preparation 29: 1-(Benzo[d][1,3]dioxol-5-yl)-N-(4'-((isobutyl(methyl)amino) methyl)-6-methylbiphenyl-3-yl)cyclopropanecarboxamide 0 0 0 - 2 N isobutyraldehyde 0 O xNa H O c , DCN TFA 1-(Benzo[d][1,3]dioxol-5-yl)-N-(6-methyl-4'-((methylamino)methyl)biphenyl-3 yl)cyclopropanecarboxamide (49 mg, 0.12 mmol), isobutyraldehyde (II pL, 0.12 mmol) and NaBH(OAc) 3 (76 mg, 0.36 mmol) were dissolved in dichloroethane (2.0 mL) and heated at 70 *C for 16 hours. The reaction was quenched with MeOH (0.5 mL) and 1 N HCl (0.5 mL). The volatiles were removed in vacuo and the crude product was purified by reverse phase HPLC to afford 1-(benzo[d][1,3]dioxol-5-yl)-N-(4'-((isobutyl(methyl)amino)-methyl)-6 methylbiphenyl-3-yl)cyclopropanecarboxamide as the TFA salt (5.0 mg, 9%). ESI-MS m/z calc. 470.3, found 471.3 (M+1)*; retention time 2.64 minutes. 206 (03711 The following compounds were prepared using procedures 20-23 and 27-29 above: 6, 14, 24, 26, 70, 79, 84, 96, 114, 122, 159, 200, 206, 214, 223, 248,284-5, 348, 355, 382, 389, 391, 447,471, 505, 511, 524, 529-30, 534, 551, 562, 661, 682, 709, 783, 786, 801, 809, 828, 844, 846, 877, 937, 947, 1012, 1049, 1089. 103721 Preparation 30: 1-(Benzo[d][1,3]dioxol-5-yl)-N-(4-(2-methylthiazol-4 yl)phenyl)cyclopropane-carboxamide

CH

3 CN HATU Et3N [N-' OH H2N N o -0 0 I_ H 4-(2-Methylthiazol-4-yl)aniline (19 mg, 0.10 mmol) and 1-(benzo[d][1,3]dioxol-5 yl)cyclopropanecarboxylic acid (20.6 mg, 0.100 mmol) were dissolved in acetonitrile (1.0 mL) containing triethylamine (42 jiL, 0.30 mmol). O-(7-Azabenzotriazol-1-yl)-N,N,N'N' tetramethyluronium hexafluorophosphate (42 mg, 0.11 mmol) was added to the mixture and the resulting solution was allowed to stir for 16 hours. The crude product was purified by reverse-phase preparative liquid chromatography to yield 1-(benzo[d][1,3]dioxol-5-yl)-N-(4 (2-methylthiazol-4-yl)phenyl)cyclopropane-carboxamide. ESI-MS m/z calc. 378.1, found; 379.1 (M+1)*; Retention time 2.72 minutes. 'H NMR (400 MHz, DMSO-d 6 ) 8 1.04-1.10 (m, 2H), 1.40-1.44 (m, 2H), 2.70 (s, 3H), 6.03 (s, 2H), 6.88-6.96 (m, 2H), 7.01 (d, J= 1.4 Hz, 1 H), 7.57-7.61 (m, 2H), 7.81-7.84 (m, 3H), 8.87 (s, I H). [03731 Preparation 31: 1-Benzo[1,3]dioxol-5-yl-N-[3-[4-(methylsulfamoyl)phenyl]phenyl] cyclopropane- I -carboxamide Et 3 N, DCM 0 ' ~DMAP 0 . o cl H 2 N rt, 16 h 0 C-.3 '0 _ To a solution of 1-benzo[1,3]dioxol-5-yl-cyclopropanecarbonyl chloride (0.97 mmol) in CH 2

CI

2 (3 mL) at ambient temperature was added a solution of 3'-amino-N methylbiphenyl-4-sulfonamide (0.25 g, 0.97 mmol), Et 3 N (0.68 mL, 4.9 mmol), DMAP (0.050 g, 0.058 mmol), and CH 2

CI

2 (1 mL) dropwise. The mixture was allowed to stir for 16 h before it was diluted with CH 2

C

2 (50 mL). The solution was washed with IN HCI (2 x 25 mL), sat. aq. NaHCO 3 (2 x 25 mL), then brine (25 mL). The organics were dried over 207 Na 2

SO

4 , filtered, and concentrated in vacuo. The residue was purified by column chromatography (5-25% EtOAc/hexanes) to provide 1-benzo[1,3]dioxol-5-yi-N-[3-[4 (methylsulfamoyl)phenyl]phenyl]-cyclopropane-1-carboxamide as a white solid. ESI-MS n/z calc. 450.5, found 451.3 (M+1)*. Retention time of 3.13 minutes. The following compounds were prepared using procedures 30 and 31 above: 4-5, 27, 35,39, 51, 55, 75, 81, 90, 97-8, 101, 110, 132, 146,155, 166,186,208,211, 218, 230,239, 245,247,258,261,283,292,308,334,339,352,356,379,405,411,433,462,477,504, 514, 526, 536, 554, 563, 573, 590-2, 612, 619, 623, 627, 637, 648, 653, 660, 668-9, 692, 728, 740, 747, 748, 782, 814, 826-7, 834-6, 845, 916, 931-2, 938, 944, 950, 969, 975, 996, 1004, 1007, 1009, 1033, 1064, 1084-5, 1088, 1097, 1102, 1127, 1151, 1157, 1159, 1162, 1186, 1193. 103741 Preparation 32: 4-[5-(1-Benzo[1,3]dioxol-5-ylcyclopropyl)carbonylamino-2 methyl-phenyl]benzoic acid (HOhB /- OH o o (O O o Br Pd-FibreCat 1007, DMF, oH 1 MK 2 C0, 80C, 3 hrs .- OH 0 1-(Benzo[d][1,3]dioxol-5-yl)-N-(3-bromo-4-methylphenyl)cyclopropanecarbox amide (B-8) (5.1 g, 14 mmol), 4-boronobenzoic acid (3.4 g, 20 mmol), I M K 2

CO

3 (54 mL, 54 mmol), Pd-FibreCat 1007 (810 mg, 1.35 mmol), and DMF (135 mL) were combined. The mixture was heated at 80 *C for 3 h. After cooling, the mixture was filtered and DMF was removed in vacuo. The residue was partitioned between dichloromethane (250 mL) and IN HCI (250 mL). The organics were separated, washed with saturated NaCl solution (250 mL), and dried over Na 2

SO

4 . Evaporation of organics yielded 4-[5-(1-benzo[1,3]dioxol-5 ylcyclopropyl)carbonylamino-2-methyl-phenyl]benzoic acid (5.5 g, 98%). ESI-MS m/z calc. 415.1, found 416.5 (M+1)*; Retention time 3.19 minutes. 'H NMR (400 MHz, DMSO-d6) S 13.06 (s, 1H), 8.83 (s, IH), 8.06-8.04 (m, 2H), 7.58-7.56 (m, IH), 7.50-7.48 (m, 3H), 7.27 7.24 (m, I H), 7.05-7.04 (m, IH), 6.98-6.94 (m, 2H), 6.07 (s, 2H), 2.22 (s, 3H), 1.46-1.44 (m, 2H), 1.12-1.09 (m, 2H). 208 103751 Preparation 33: 5'-(I-(Benzo[d][1,3]dioxol-5-yl)cyclopropanecarboxanido)-2' methyl-N-(2-(pyridin-2-yl)ethyl)biphenyl-4-carboxamide 0O H2N OH~ N N DMIF 'I 0 ~HATU 0 Et 3 N 2-(Pyridin-2-yl)ethanamine (12 mg, 0.10 mmol) and 5'-(1-(benzo[d][1,3]dioxol-5 yl)cyclopropanecarboxamido)-2'-methylbiphenyl-4-carboxylic acid (42 mg, 0.10 mmol) were dissolved in IV,N-dimethylformamide (1.0 mL) containing triethylamine (28 jiL, 0.20 mmol). O-(7-Azabenzotriazol-1 -yl)-N,NN',N'-tetramethyluronium hexafluorophosphate (42 mg, 0.11 mmol) was added to the mixture and the resulting solution was allowed to stir for 1 hour at ambient temperature. The crude product was purified by reverse-phase preparative liquid chromatography to yield 5'-(1-(benzo[d][1,3]dioxol-5-yl)cyclopropanecarboxamido)-2' methyl-N-(2-(pyridin-2-yl)ethy)biphenyl-4-carboxamide as the trifluoroacetic acid salt (43 mg, 67%). ESI-MS m/z calc. 519.2, found 520.5 (M+1)*; Retention time 2.41 minutes. 'H NMR (400 MHz, DMSO-d6) S 8.77 (s, 1H), 8.75-8.74 (m, IH), 8.68-8.65 (m, 1H), 8.23 (m, I H), 7.83-7.82 (m, 2H), 7.75-7.68 (m, 2H), 7.48-7.37 (m, 41H), 7.20-7.18 (m, IH), 6.99-6.98 (m, IH), 6.90-6.89 (m, 2H), 6.01 (s, 2H), 3.72-3.67 (m, 2H), 3.20-3.17 (m, 2H), 2.15 (s, 3H), 1.40-1.37 (m, 2H), 1.06-1.03 (m, 2H). The following compounds were prepared using procedure 33 above: 32, 78, 118, 134, 156, 171, 188, 237, 279, 291, 297, 309, 319, 338, 341, 362, 373, 376, 393, 406-7, 410, 448, 452-3, 474, 482, 494, 508, 577, 580, 593-4, 622, 629, 638, 651, 663-4, 681, 698, 704, 707, 710, 736-7, 739, 775, 806, 810, 825, 842, 853, 866, 871, 900, 905-7, 926, 935, 941,966, 971, 973, 978-9, 1046, 1048, 1066, 1077, 1079, 1083, 1141, 1150, 1155-6, 1163, 1180, 1185, 1187, 1198, 1201. 103761 Preparation 34: 4-[5-(1-Benzo[1,3]dioxol-5-ylcyclopropyl)carbonylamino-2 methyl-phenyl]-N,N-dimethyl-benzamide (RO)hB (--r N(CH,) ___ 0-- 0 H Br Pd-FibreCat, DMF, H I 150*, 5-10 min

N(CH

3 ) microwave 209 1 -(Benzo[d][1,3]dioxol-5-yl)-N-(3-bromo-4-methylphenyl)cyclopropanecarbox amide (0.10 mmol), N.N-dimethyl-4-(4,4,5,5-tetramethyl-1,3,2-dioxaborolan-2-yl)benzamide (0.11 mmol), K 2

CO

3 (240 pL, 1 M), Pd-FibreCat (7 mg), and DMF (1 mL) were combined. The mixture was heated at 150 *C for 5 min (5 min ramp time) in a microwave reactor. After cooling, the mixture was filtered and purified by prep-HPLC to provide 4-[5-(1 benzo[1,3]dioxol-5-ylcyclopropyl)carbonylamino-2-methyl-phenyl]-N,N-dimethyl benzamide. ESI-MS m/z calc. 442.2, found 443.5 (M+1)*; Retention time 3.12 minutes. 'H NMR (400 MHz, DMSO-d 6 ) 8 1.02-1.08 (m, 2H), 1.37-1.44 (m, 2H), 2.17 (s, 3H), 2.96 (s, 3H), 3.00 (s, 3H), 6.01 (s, 2H), 6.87-6.93 (m, 2H), 6.98 (d, J= 1.3 Hz, 1 H), 7.19 (d, J= 8.4 Hz, IH), 7.34-7.37 (m, 2H), 7.40-7.52 (m, 4H), 8.75 (s, IH). (03771 Preparation 35: 5'-(1-(Benzo[d][1,3]dioxol-5-yl)cyclopropanecarboxamido)-2' (isopropoxymethyl)-N,N-dimethylbiphenyl-4-carboxamide N THF/OMF O a X NC, I WN 1) NaH .- N... 2) Mel [03781 Sodium hydride (2.2 mg, 0.055 mmol, 60% by weight dispersion in oil) was slowly added to a stirred solution of 5'-(1-(benzo[d][ 1,3]dioxol-5-yl)cyclopropanecarboxamido) N,N,2'-trimethylbiphenyl-4-carboxamide (21 mg, 0.048 mmol) in a mixture of 0.90 mL of anhydrous tetrahydrofuran (THF) and 0.10 mL of anhydrous NN-dimethylfornamide (DMF). The resulting suspension was allowed to stir for 3 minutes before iodomethane (0.0048 mL, 0.072 mmol) was added to the reaction mixture. An additional aliquot of sodium hydride and iodomethane were required to consume all of the starting material which was monitored by LCMS. The crude reaction product was evaporated to dryness, redissolved in a minimum of DMF and purified by preparative LCMS chromatography to yield 5'-(1 (benzo[d][1,3]dioxol-5-yl)cyclopropanecarboxamido)-2'-(isopropoxymethyl)-N,N dimethylbiphenyl-4-carboxamide (9.1 mg, 42%) ESI-MS m/z calc. 456.2, found 457.5 (M+l)+. Retention time of 2.94 minutes. 'H NMR (400 MHz, CD 3 CN) S 0.91-0.93 (m, 2H), 1.41-1.45 (m, 2H), 2.23 (s, 3H), 3.00 (s, 3H), 3.07 (s, 3H), 3.20 (s, 3H), 5.81 (s, 2H), 6.29 6.36 (m, 2H), 6.56 (d, J= 8.0 Hz, 1H), 6.69 (s, I H), 6.92 (dd, J= 1.6, 7.9 Hz, I H), 7.17 (d, J -8.1 Hz, I H), 7.28 (d, J= 8.1 Hz, 2H), 7.46 (dd, J= 1.8, 6.4 Hz, 2H). 210 [03791 Preparation 36: (S)-I-(5'-(1-(Benzo[d][1,3]dioxol-5-yl)cyclopropanecarboxamido)-2' methylbiphenyl-4-ylsulfonyl)pyrrolidine-2-carboxylic acid OOH H OH B NH2 B, I AcOH a, -)a H o ~60 1600, MW HS s Suzuki. 400sec

NH

2 A-8 NH TCPHDIEA S 0 I CHC13I 00 0 30' H 2 0 2 NH SOC o NH AHOH % POCl 3 CA~ 0 0i NH OH 103801 Step a: 4-(4,4'-Dimethoxybenzhydryl)-thiopheny boronic acid 4,4'-Dimethoxybenzhydrol (2.7 g, 11 mmol) and 4-mercaptophenylboronic acid (1.54 g , 10 mmol) were dissolved in AcOH (20 mL) and heated at 60 "C for lh. Solvent was evaporated and the residue was dried under high vacuum. This material was used without further purification. [03811 Step b: 4'-[Bis-(4-methoxyphenyl)-methylsulfanyl]-6-methylbipheny-3-ylamine 4-(4,4'-Dimethoxybenzhydryl)-thiophenyl boronic acid (10 mmol) and 3-bromo-4 methylaniline (1.86 g, 10 mmol) were dissolved in MeCN (40 mL). Pd (PPh 3

)

4 (-50 mg) and aqueous solution K 2

CO

3 (IM, 22 mL) were added before the reaction mixture was heated portion-wise in a microwave oven (160 "C, 400 sec). Products were distributed between ethyl acetate and water. The organic layer was washed with water, brine and dried over MgSO 4 . 211 Evaporation yielded an oil that was used without purification in the next step. ESI-MS m/z cale. 441.0, found 442.1 (M+1). [03821 Step c: I-Benzo[1,3]dioxol-5-y-cyclopropanecarboxylic acid 4'-[bis-(4 methoxyphenyl)-methylsulfanyl]-6-methylbiphenyl-3-ylamide 4'-[Bis-(4-methoxyphenyl)-methylsulfanyl]-6-methylbiphenyl-3-ylamine (-10 mmol) and 1-benzo[1,3]dioxol-5-y-cyclopropanecarboxylic acid (2.28 g, 11 mmol) were dissolved in chloroform (25 mL) followed by addition of TCPH (4.1 g, 12 mmol) and DIEA (5.0 mL, 30 mmol). The reaction mixture was heated at 65 *C for 48 h. The volatiles were removed under reduced pressure. The residue was distributed between water (200 mL) and ethyl acetate (150 mL). The organic layer was washed with 5% NaHCO 3 (2 x 150 mL), water (I x 150 mL), brine (I x 150 mL) and dried over MgSO 4 . Evaporation of the solvent yielded crude 1-benzo[1,3]dioxol-5-yl-cyclopropanecarboxylic acid 4'-[bis-(4-methoxyphenyl) methylsulfanyl]-6-methylbiphenyl-3-ylamide as a pale oil, which was used without further purification. ESI-MS m/z calc. 629.0, found 630.0 (M+1) (HPLC purity -85-90%, UV254 nm). [03831 Step d: 5'-[(I-Benzo[1,3]dioxol-5-yl-cyclopropanecarbonyl)-amino)-2' methylbiphenyl-4-sulfonic acid 1-Benzo[1,3]dioxol-5-yl-cyclopropanecarboxylic acid 4'-[bis-(4-methoxyphenyl) methylsulfanyl]-6-methylbiphenyl-3-ylamide (-8.5 mmol) was dissolved in acetic acid (75 mL ) followed by addition of 30% H 2 0 2 (10 mL). Additional hydrogen peroxide (10 mL) was added 2h later. The reaction mixture was stirred at 35-45 "C overnight (-90% conversion, HPLC). The volume of reaction mixture was reduced to a third by evaporation (bath temperature below 40 *C). The reaction mixture was loaded directly onto a prep RP HPLC column (C-18) and purified. The appropriate fractions with were collected and evaporated to provide 5'-[(1-benzo[1,3]dioxol-5-yl-cyclopropanecarbonyl)-amino]-2' methylbiphenyl-4-sulfonic acid (2.1 g, 46%, cal. based on 4-mercaptophenylboronic acid). ESI-MS m/z calc. 451.0, found 452.2 (M+I). [03841 Step e: 5'-[(1-Benzo[1,3]dioxol-5-yl-cyclopropanecarbonyl)-amino]-2' methylbiphenyl-4-sulfonyl chloride 5'--[(I-Benzo[1,3]dioxol-5-yl-cyclopropanecarbony)-amino]-2'-methylbiphenyl-4 sulfonic acid (1.9 g, 4.3 mmol) was dissolved in POC 3 (30 mL) followed by the addition of

SOC

2 (3 mL) and DMF (100 pl). The reaction mixture was heated at 70-80 *C for 15 min. The reagents were evaporated and re-evaporated with chloroform-toluene. The residual 212 brown oil was diluted with chloroform (22 mL) and immediately used for sulfonylation. ESI MS m/z calc. 469.0, found 470.1 (M+1). [03851 Step f: (S)-i-(5'-[(1-Benzo[1,3]dioxol-5-yl-cyclopropane-carbonyl)-aminol-2' methyl-biphenyl-4-sulfonyl}-pyrrolidine-2-carboxylic acid L-Proline (57 mg, 0.50 mmol) was treated with N,O-bis(trimethylsilyl)acetamide (250 jA, 1.0 mmol) in I mL dioxane overnight at 50 *C. To this mixture was added 5'-(1 (benzo[d][1,3]dioxol-5-yl)cyclopropanecarboxamido)-2'-methylbiphenyl-4-sulfonyl chloride (- 35pmol, 400p1 solution in chloroform) followed by DIEA (100 pL). The reaction mixture was kept at room temperature for 1h, evaporated, and diluted with DMSO (400p 1 ). The resulting solution was subjected to preparative HPLC purification. Fractions containing the desired material were combined and concentrated in vacuum centrifuge at 40 "C to provide the trifluoroacetic salt of (S)-1 - {5'-[(l -Benzo[ 1,3]dioxol-5-yl-cyclopropanecarbonyl)-amino] 2'-methyl-biphenyl-4-sulfonyl}-pyrrolidine-2-carboxylic acid. ESI-MS m/z calc. 548.1, found 549.1 (M+1), retention time 3.40 min; 'H NMR (250 MHz, DMSO-d 6 ) 8 1.04 (m. 2H), S 1.38 (m, 2H), 8 1.60 (m, 1H), S 1.80 - 1.97 (m, 3H) 5 2.16 (s, 3H), 5 3.21 (m, IH), 3.39 (m, I H), 4.15 (dd, IH, J= 4.1 Hz, J= 7.8 Hz), 5 6.01 (s, 2H), 8 6.89 (s, 2H), 5 6.98 (s, 1H), S 7.21 (d, 1H, J=8.3 Hz), 8 7.45 (d, 1 H, J=2 Hz), 8 7.52 (dd, 1H, J=2 Hz, J= 8.3 Hz), S 7.55 (d, 2H, J=8.3 Hz), 8 7.88 (d, 2H, J=8.3 Hz), 5 8.80 (s, 1H). The following compounds were prepared using procedure 36 above: 9, 17, 30, 37, 41, 62, 88, 104, 130, 136, 169, 173, 184, 191, 216, 219, 259-60, 265, 275, 278, 281, 302, 306, 342, 350, 366, 371, 380, 387, 396, 404, 412, 430, 438, 449, 460, 478, 486, 496, 499-500, 503, 512, 517, 579, 581-2, 603, 610, 611, 615, 652, 676, 688, 701, 706, 712, 725, 727, 732, 734, 751, 764, 770, 778, 780, 790, 802, 829, 841, 854, 885, 889, 897, 902, 930, 951-2, 970, 986, 992, 994, 997, 1040, 1050-1, 1054, 1056, 1065, 1082, 1090, 1093, 1107, 1114, 1130, 1143, 1147, 1158, 1160, 1164, 1170, 1174-5. 103861 Preparation 37: 5'-(1-(Benzo[d][1,3]dioxol-5-yl)cyclopropanecarboxamido)-2-fluoro 2'-methylbiphenyl-4-carboxamide 213 K K: B-BC <00 N<iI4O < 0 4 NC:)CW Pd(dppf)C 2 H H KOAc, DMF Br FB r NH2 0 ~ ~ Pd-FibreCat 1007, DMF, H NH 2 S1M K 2 CO3, 80 "C. 3 hr F 0 10387] Step a: 1-(Benzo[d][1,3]dioxol-5-yl)-N-(4-methyl-3-(4,4,5,5-tetramethyl-1,3,2 dioxaborolan-2-yl)phenyl)cyclopropanecarboxamide 1-(Benzo[d][1,3]dioxol-5-yl)-N-(3-bromo-4-methylphenyl)cyclopropanecarboxamnide (5.0 g, 13 mmol), 4,4,4',4',5,5,5',5'-octamethyl-2,2'-bi(1,3,2-dioxaborolane) (4.1 g, 16 mmol), Pd(dppf)C 2 (0.66 g, 0.81 nunol), and DMF (100 mL) were added to a flask containing oven dried KOAc (3.9 g, 40 mmol). The mixture was heated at 80 *C for 2h (-40% conversion). The mixture was cooled to ambient temperature and the volatiles were removed under vacuum. The residue was taken up in CH 2 C1 2 , filtered, and loaded onto a SiO 2 column (750 g of SiO 2 ). The product was eluted with EtOAc/Hexanes (0-25%, 70 min, 250 mL/min) to provide 1-(benzo[d][1,3]dioxol-5-yl)-N-(4-methyl-3-(4,4,5,5-tetramethyl-1,3,2-dioxaborolan 2-yl)phenyl)cyclopropanecarboxamide (1.5 g, 27%) and unreacted starting material: 1 (benzo[d][1,3]dioxol-5-yl)-N-(3-bromo-4-methylphenyl)cyclopropanecarboxamide (3.0 g). [03881 Step b: 5'-(1-(Benzo[d][1,3]dioxol-5-yl)cyclopropanecarboxamido)-2-fluoro-2' methylbiphenyl-4-carboxamide 1-(Benzo[d][1,3]dioxol-5-yl)-N-(4-methyl-3-(4,4,5,5-tetramethyl-1,3,2-dioxaborolan 2-yl)phenyl)cyclopropanecarboxamide (42 mg, 0.10 mnol), 4-bromo-3-fluorobenzamide (24 mg, 0.11 mmol), Pd-FibreCat 1007 (10 mg), K 2

CO

3 (1M, 240 mL), and DMF (1 mL) were combined in a scintillation vial and heated at 80 *C for 3 hr. The mixture was filtered and purified using reverse-phase preparative HPLC to provide 5'-(1-(benzo[d][1,3]dioxol-5 yl)cyclopropanecarboxamido)-2-fluoro-2'-methylbiphenyl-4-carboxamide (ESI-MS m/z calc. 428.5, found 429.5 (M+1); retention time 3.30 min). [03891 Preparation 38: 1-(Benzo[d][1,3]dioxol-5-yl)-N-(6-methyl-3'-(2H-tetrazol-5 yl)biphenyl-3-yl)cyclopropanecarboxamide 214 HzN o B-O OHO HATU, Et 3 N, DMF C . WNH Br I N N N H N N Pd-FibreCat 1007, EtOH, H 1M K 2 C0 3 , 110 'C, 10min microwave 103901 Step a: 1-(Benzo[d][1,3]dioxol-5-yl)-N-(4-methyl-3-(4,4,5,5-tetramethyl-1,3,2 dioxaborolan-2-yl)phenyl)cyclopropanecarboxamide To a solution of 1-(benzo[d][1,3]dioxol-5-yl)cyclopropanecarboxylic acid (1.74 g, 8.57 mmol) in DMF (10 mL) was added HATU (3.59 g, 9.45 mmol), Et 3 N (3.60 mL, 25.8 mmol), then 4-methyl-3-(4,4,5,5-tetramethyl-1,3,2-dioxaborolan-2-yl)aniline (2.19 g, 9.40 mmol) at ambient temperature. The mixture was heated at 70 *C for 18 h. The mixture was cooled, then concentrated under reduced pressure. The residue was taken up in EtOAc before it was washed with H 2 0, then brine (2x). The organics were dried (Na 2

SO

4 ) and concentrated under reduced pressure to provide an orange-tan foam/semi-solid. Column chromatography on the residue (5-15% EtOAc/hexanes) provided a white foam. MeOH was added to the material and the slurry was concentrated under reduced pressure to yield 3.10 g of 1-(benzo[d][ 1,3]dioxol-5-yl)-N-(4-methyl-3-(4,4,5,5-tetramethyl- 1,3,2-dioxaborolan-2 yl)phenyl)cyclopropanecarboxamide as a white, granular solid, (85%). Step b: 1-(Benzo[d][1,3]dioxol-5-yl)-N-(6-methyl-3'-(2H-tetrazol-5-yl) biphenyl-3-yl)cyclopropanecarboxamide 1-(Benzo[d][1,3]dioxol-5-yI)-N-(4-methyl-3-(4,4,5,5-tetramethyl-1,3,2-dioxaborolan 2-yl)phenyl)cyclopropanecarboxamide (42.1 mg, 0.100 mmol), 5-(3-bromophenyl)-tetrazole (22.5 mg, 0.100 mmol), a I M aqueous solution of potassium carbonate (0.50 mL), Pd FibreCat 1007 (6 mg), and ethanol (0.50 mL) were combined. The mixture was heated at 110 *C for 5 min (5 min ramp time) in a microwave reactor. After cooling, the mixture was filtered and purified by prep-HPLC to provide 1-(benzo[d][1,3]dioxol-5-yl)-N-(6-methyl-3' (2H-tetrazol-5-yl)-biphenyl-3-yl)cyclopropanecarboxamide. ESI-MS m/z calc. 439.2, found 440.2 (M+1)*; Retention time 2.59 minutes. The following compounds were prepared using procedures 13, 24, 32, 34, 37 and 38 above: 1-3, 7-8, 10-13, 15-6, 18-23, 25, 28-9, 31, 33-4, 36, 38, 40, 42-50, 52-54, 56-61, 63-9, 71, 215 72(1), 73-4, 76-7, 80, 82-3, 85-7, 89, 91-5, 99-100, 102-3, 105-9, 111-113, 115(1), 116-7, 119-21, 123-4, 125(2), 126-9, 131, 133, 135, 137-45, 147-54, 157-8, 160-5, 167-8, 170, 172, 174-5, 176(1), 177-83, 185, 187, 189-90, 193-4, 195(1), 196, 197(1), 198-9, 201-5, 207, 209 10, 212-3, 215, 217, 220-2, 224-9, 231, 232(2), 233-6, 238, 240-4, 246, 249-52, 253(1), 254 7, 262-74, 276-7, 280, 282, 286-8, 290, 293-6, 298-301, 303-5, 307, 310, 312-8, 320-31, 332(2), 333, 335-7, 340, 340, 343-7, 349, 351, 353-4, 357-61, 363-4, 367-70, 372, 374, 375(2), 377(2), 378, 381, 383-6, 388, 390, 394-5, 397-403, 408, 409(2), 413, 414(1), 415-29, 431-2, 434-7, 439-46, 450-1, 454-8, 461, 463-4, 466-8, 469(2), 470, 472-3, 475-6, 479, 480 1, 483-5, 487-93, 497-8, 501-2, 506-7, 509-510, 513, 515-6, 518-21, 523, 525, 527-8, 531-3, 535, 537-8, 539(1), 540-50, 552-3, 555-561, 564-72, 574-6, 578, 583-89, 595-602, 604-5, 606(1), 607-9, 613-4, 616-8, 620, 624-6, 630, 631(1), 632-6, 639-42, 644-7, 649-50, 654-9, 662, 665-7, 670-1, 673-5, 677-80, 683-5, 686(1), 687, 689-91, 693-97, 699-700, 702-3, 705, 708, 711, 713-24, 726, 729(2), 730, 733, 735(1), 738, 741-6, 752-4, 756-63, 765-9, 771-4, 776-7, 779, 781, 784-5, 787-9, 791-6, 798-799, 800(1), 803-5, 807-8, 811, 813, 815-21, 822(1), 823-4, 830-3, 837-40, 847-52, 855-65, 867-70, 872-76, 878-84, 886-8, 890-6, 898-9, 901, 903-4, 908, 910-4, 915(1), 917-25, 927-8, 933-4,936, 939-40, 942-3, 945-6, 948-9, 953 64, 967-8, 972, 974, 976-7, 980-5, 987-91, 993, 995, 998-1001, 1003, 1005-6, 1008, 1010-11, 1013-32, 1034-6, 1038-9, 1041-5, 1047, 1052-3, 1055, 1057-60, 1062-3, 1067-9, 1071-6, 1078, 1081, 1086-7, 1091-2, 1094-6, 1098-1101, 1103-6, 1108-13, 1115, 1116(2), 1117-26, 1128-9, 1131-40, 1142, 1144-6, 1148-9, 1152-4, 1161, 1165, 1167-9, 1171-3, 1176, 1177(1), 1178-9, 1181-4, 1188-92, 1194, 1197, 1199-1200,1202-4, 1205(2). Following the coupling with 2-(3-(4,4,5,5-tetramethyl-1,3,2-dioxaborolan-2 yl)benzyl)isoindoline-1,3-dione and 2-(2-(4,4,5,5-tetramethyl-1,3,2-dioxaborolan-2 yl)benzyl)isoindoline-1,3-dione, examples were obtained after removal of the phthalimide group with hydrazine using known deprotecting procedures. (2) Following the coupling with 4-((tert-butoxycarbonylamino)methyl)phenylboronic acid, examples were obtained after removal of the Boc-group with TFA using known deprotecting procedures. 103911 Preparation 39: 5-(1-(Benzo[d][1,3]dioxol-5-yl)cyclopropanecarboxamido) N2,N4',4'-trimethylbiphenyl-2,4'-dicarboxamide 216 0 0 N -C J " M K aC , DMF 0 H m "HNH

NH

2 Me > 0 HKAU, E1 3 N DMF MI 0 [03921 Step a: 5-(1-(Benzo[d][1,3]dioxol-5-yl)cyclopropanecarboxamiddo)-4' (dimethylcarbamoyl)biphenyl-2-carboxylic acid Methyl 5-(I-(benzo[d][1,3]dioxol-5-yl)cyclopropanecarboxamido)-4' (dimethylcarbamoy)biphenyl-2-carboxylate (84 mg, 0.20 mmol) was dissolved in DMF (2.0 mL) with IM K 2 C0 3 (1.0 mL) and irradiated in the microwave at 150 "C for 10 minutes. Purification by reverse phase HPLC yielded 5-(1-(benzo[d][1,3]dioxol-5 yl)cyclopropanecarboxamido)-4'-(dimethylcarbamoyl)-biphenyl-2-carboxylic acid (7.3 mg, 8%). ESI-MS m/z calc. 472.5, found 473.3 (M+1)*; retention time 2.79 minutes. Step b: 5-(1-(Benzo[d)[1,3]dioxol-5-yl)cyclopropanecarboxamido)-N2,N4',N 4

'

trimethylbiphenyl-2,4'-dicarboxamide 5-(1-(Benzo[d][1,3]dioxol-5-yl)cyclopropanecarboxamido)-4'-(dimethylcarbamoyl) biphenyl-2-carboxylic acid (47 mg, 0.10 mmol) and 75 pL of a 2.0 M solution of methylamine in tetrahydrofuran (0.15 mnmol) were dissolved in DMF (1.0 mL) containing Et 3 N (28 iL, 0.20 mmol). O-(7-Azabenzotriazol-1-yl)-NNN',jV' -tetramethyluronium hexafluorophosphate (42 mg, 0.11 mmol) was added to the mixture and the resulting solution was allowed to stir for 3 hours. The mixture was filtered and purified by reverse phase HPLC to yield 5-(I-(benzo[d][1,3]dioxol-5-yl)cyclopropane-carboxamido)-N2,N4',N4' trimethylbiphenyl-2,4'-dicarboxamide (5.0 mg, 10%). ESI-MS m/z calc. 485.5, found 486.5 (M+1)*; retention time 2.54 minutes. The following compounds were prepared using procedure 39 above: 311, 495, 755, 812, 1070.. [0393] Preparation 40: 5'-(l-(Benzo[d][1,3]dioxol-5-yl)cyclopropanecarboxamido)-2'-((2 hydroxyethylamino)methyl)-N,-diethylbiphenyl-4-carboxamide 217 MsCI, DIEA, DMF oH 0 0 103941 To a solution of 5'-(1--(benzo[d][1,3]dioxol-5-yl)cyclopropanecarboxamido)-2' (hydroxymethyl)-N,N-dimethylbiphenyl-4-carboxamide (46 mg, 0.10 mmol) and diisopropylethylamine (30 IiL, 0.20 mmol) in DMF (1.0 mL) was added methanesulfonyl chloride (8.5 ptL, 0.11 mmol). After stirring at 25 *C for 15 minutes, ethanolamine (13 pL, 0.30 mmol) was added and the mixture was stirring for an additional 1 hour. The mixture was filtered and purified by reverse phase HPLC to yield 5'-(1-(benzo[d][1,3]dioxol-5 yl)cyclopropanecarboxamido)-2'-((2-hydroxyethyl-amino)methy)-N,N-dimethylbiphenyl-4 carboxamide as the trifluoroacetic acid salt (5.0 mg, 8%). ESI-MS m/z calc. 501.2, found 502.5 (M+1)+; retention time 2.28 minutes. The following compounds were prepared using procedure 40 above: 843, 909, 1080. [0395] Preparation 41: 5'-(I-(Benzo[d][1,3]dioxol-5-yl)cyclopropanecarboxamido)-2'-((2 hydroxyethylamino)methyl)-N,-dimethylbiphenyl-4-carboxamide Br Br Br HNMe 2 -. NaCN. DMF 1 N NaOH Et CMjwave, 150 C CN1.4-dioxane, refiwc F EtN, M F 20 1 CN O=S=0 or=S=0 0=S=0 Cl .1 N1 Br N H CO2H N CO2H O Pd-FibreCat 1007, DMF, H 1M K 2

CO

3 , 80 'C, 3 hrs N Step a: 4-Bromo-2-fluoro-N,N-dimethylbenzenesulfonamide To 4-bromo-2-fluorobenzene-1-sulfonyl chloride (1.0 g, 3.7 mmol) and Et 3 N (1.5 mL, I I mmol) in dichloromethane (10 mL) was added a solution of dimethylamine 2.0 M in THF (2.2 mL, 4.4 mrnol). The reaction was stirred at ambient temperature for 30 minutes. The reaction was washed with 10 mL of IN aqueous HCI and 10 mL of brine. Organics were dried over Na 2

SO

4 and evaporated to dryness. Crude product was purified by 218 chromatography on silica gel (eluting with 0-25% ethyl acetate in hexanes) to afford 4 bromo-2-fluoro-N,N-dimethylbenzenesulfonamide (780 mg, 75%). Step b: 4 -Bromo-2-cyano-NN-dimethylbenzenesulfonamide 4-Bromo-2-fluoro-N,N-dimethylbenzenesulfonamide (1.0 g, 3.5 mmol) and sodium cyanide (350 mg, 7.1 mmol) were dissolved in DMF (3 mL) and irradiated in the microwave at 150 *C for 20 minutes. DMF was removed in vacuo and the residue was redissolved in dichloromethane (5 mL). The organics were washed with 5 mL of each IN aqueous HCI, saturated aqueous NaHCO 3 , and brine. Organics were dried over Na 2

SO

4 and evaporated to dryness. Crude product was purified by chromatography on silica gel (eluting with 0-50% ethyl acetate in hexanes) to afford 4 -bromo-2-cyano-N,N-dimethylbenzenesulfonamide (72 mg, 7%). ESI-MS m/z calc. 288.0, found 288.9 (M+1)*; retention time 1.44 minutes. Step c: 5-Bromo-2-(NN-dimethylsulfamoyl)benzoic acid A mixture of 4 -bromo-2-cyano-N,N-dimethylbenzenesulfonamide (110 mg, 0.38 mmol) and IN aqueous NaOH (2.0 mL, 2.0 mmol) in 1,4-dioxane (2 mL) was heated at reflux. The cooled reaction mixture was washed with dichloromethane (5 mL). The aqueous layer was acidified by the addition of IN aqueous HCl. The acidified aqueous layer was extracted with dichloromethane (2 x 5 mL). The combined organics were dried over Na 2

SO

4 and evaporated to dryness to yield 5-bromo-2-(NN-dimethylsulfamoyl)benzoic acid in 34% yield (40 mg, 0.13 mmol). ESI-MS m/z calc. 307.0, found 308.1 (M+1)*; retention time 1.13 minutes. Step d: 5'-(I-(Benzo[d][1, 3 ]dioxol-5-yl)cyclopropanecarboxamido)-4-(NN dimethylsulfamoyl)-2'-methylbiphenyl-3-carboxylic acid I -(Benzo[d][1,3]dioxol-5-yl)-N-(4-methyl-3-(4,4,5,5-tetramethyl-1,3,2-dioxaborolan 2 -yl)phenyl)cyclopropanecarboxamide (42 mg, 0.10 mmol), 5-bromo-2-(NN dimethylsulfamoyl)benzoic acid (31 mg, 0.10 mrnol), I M K 2

CO

3 (0.30 mL, 0.30 mmol), and Pd-FibreCat 1007 (8 mg, 0.004 mmol) were dissolved in DMF (I mL) and heated at 80 *C for 3 hr in an oil bath. The mixture was filtered and purified by reverse phase HPLC to yield 5'-(l -(benzo[d][1, 3 ]dioxol-5-yl)cyclopropanecarboxamido)-4-(NV-dimethylsulfamoyl)-2' methylbiphenyl-3-carboxylic acid. ESI-MS m/z calc. 522.6, found 523.5 (M+l)*; retention time 1.79 minutes. 219 10396] Prearation 42: 3-Bromo-4-(3-methyloxetan-3-yl)aniline F Et O 0 0 O 2 N ' Br LiAJH 4 Et OR0 NaH. DMF t THF 02N" 0 BOEt 02 Br H 1) CMBP, benzene

O

2 N Br OH 2) SnCl 2 - 2 H 2 0, EtOH H 2 Br Step a: Diethyl 2-(2-bromo-4-nitrophenyl)-2-methylmalonate Diethyl 2-methylmalonate (4.31 mL, 25.0 mmol) was dissolved in 25 mL of anhydrous DMF. This solution was cooled to 0 *C under an atmosphere of nitrogen. Sodium hydride (1.04 g, 26 mmol, 60% by weight in mineral oil) was slowly added to the solution. The resulting mixture was allowed to stir for 3 minutes at 0 *C, and then at room temperature for 10 minutes. 2-Bromo-1-fluoro-4-nitrobenzene (5.00 g, 22.7 mmol) was quickly added and the mixture turned bright red. After stirring for 10 minutes at room temperature, the crude mixture was evaporated to dryness and then partitioned between dichloromethane and a saturated aqueous solution of sodium chloride. The layers were separated and the organic phase was washed twice with a saturated aqueous solution of sodium chloride. The organics were concentrated to yield diethyl 2-(2-bromo-4-nitrophenyl)-2-methylmalonate (8.4 g, 99%) as a pale yellow oil which was used without further purification. Retention time 1.86 min. Step b: 2-(2-Bromo-4-nitrophenyl)-2-methylpropane-1,3-diol Diethyl 2-(2-bromo-4-nitrophenyl)-2-methylmalonate (8.12 g, 21.7 mmol) was dissolved in 80 mL of anhydrous tetrahydrofuran (THF) under an atmosphere of nitrogen. The solution was then cooled to 0 "C before a solution of lithium aluminum hydride (23 mL, 23 mmol, 1.0 M in THF) was added slowly. The pale yellow solution immediately turned bright red upon the addition of the lithium aluminum hydride. After 5 min, the mixture was quenched by the slow addition of methanol while maintaining the temperature at 0 *C. The reaction mixture was then partitioned between dichloromethane and 1 N hydrochloric acid. The layers were separated and the aqueous layer was extracted three times with dichloromethane. The combined organics were evaporated to dryness and then purified by column chromatography (SiO 2 , 120 g) utilizing a gradient of 0-100% ethyl acetate in hexanes over 45 minutes. 2-(2-Bromo-4-nitrophenyl)-2-methylpropane-1,3-diol was isolated as a red solid (2.0 g, 31%). 'H NMR (400 MHz, d-DMSO) S 8.34 (d, J= 2.6 Hz, 1H), 8.16 (dd, J= 220 2.6, 8.9 Hz, 1H), 7.77 (d, J= 8.9 Hz, 1 H), 4.78 (t, J= 5.2 Hz, 2H), 3.98-3.93 (m, 2H), 3.84 3.79 (m, 2H), 1.42 (s, 3H). Retention time 0.89 min. Step c: 3-Bromo-4-(3-methyloxetan-3-yl)aniline 2-(2-Bromo-4-nitrophenyl)-2-methylpropane-1,3-diol (0.145 g, 0.500 mmol) was dissolved in 2.5 mL of anhydrous benzene. Cyanomethylenetributylphosphorane (CMBP) (0.181 g, 0.750 mmol) was then added and the solution was allowed to stir at room temperature for 72 hours. The mixture was evaporated to dryness and then re-dissolved in 4 mL of EtOH. Tin(II) chloride dihydrate (0.564 g, 2.50 mmol) was then added and the resulting solution was heated at 70 "C for 1 hour. The mixture was cooled to room temperature and then quenched with a saturated aqueous solution of sodium bicarbonate. The mixture was then extracted three times with ethyl acetate. The combined ethyl acetate extracts were evaporated to dryness and purified by preparative LC/MS to yield 3-bromo-4 (3-methyloxetan-3-yl)aniline as a pale yellow oil (0.032 g, 32%) 'H NMR (400 MHz,

CD

3 CN) 5 7.13 (dd, J= 0.7, 1.8 Hz, 1HB), 6.94-6.88 (m, 2H), 6.75 (br s, 2H), 4.98 (d, J= 5.6 Hz, 2H), 4.51 (d, J = 6.1 Hz, 2H), 1.74 (s, 3H). ESI-MS m/z calc. 241.0, found; 242.1 (M+I1) Retention time 0.53 minutes. 103971 Preparation 43: 3-Bromo-4-ethylaniline BrA92SO, N Br Raney Ni N Br NO2 NO2 NH2 Step a: 2-Bromo-1-ethyl-4-nitrobenzene To a mixture of 1-ethyl-4-nitro-benzene (30 g, 0.20 mol), silver sulfate (62 g, 0.20 mol), concentrated sulfuric acid (180 mL) and water (20 g) was added bromine (20 mL, 0.40 mol) dropwise at ambient temperature. After addition, the mixture was stirred for 2 hours at ambient temperature, and then was poured into dilute sodium hydrogen sulfite solution (1 L, 10%). The mixture was extracted with diethylether. The combined organics were dried over Na 2

SO

4 and then concentrated under vacuum to provide a mixture of 2-bromo-1-ethyl-4 nitrobenzene and 1,3-dibromo-2-ethyl-5-nitro-benzene. The mixture was purified by column chromatography (petroleum ether/EtOAc 100:1) to yield 2-bromo-1-ethyl-4-nitrobenzene (25 g) as a yellow oil with a purity of 87 %. 'H NMR (300 MHz, CDCl 3 ) 8 8.39 (d, J= 2.4 Hz, 1 221 H), 8.09 (dd, J= 2.4, 8.4 Hz, 1 H), 7.39 (d, J= 8.4 Hz, I H), 2.83 (q, J= 7.5 Hz, 2 H), 1.26 (t, J= 7.5 Hz, 3 H). [0398] Step b: 3-Bromo-4-ethylaniline To a solution of 2-bromo-1-ethyl-4-nitro-benzene (25 g, 0.019 mol) in MeOH (100 mL) was added Raney-Ni (2.5 g). The reaction mixture was hydrogenated under hydrogen (1 atm) at room temperature. After stirring for 3 hours, the mixture was filtered and concentrated under reduced pressure. The crude material was purified by preparative HPLC to give 3-bromo-4-ethylaniline (8.0 g, 48%). 'H NMR (400 MHz, CDC1 3 ) 8 6.92 (d, J = 8.4 Hz, I H), 6.83 (d, J= 2.4 Hz, 1 H), 6.52 (dd, J= 2.4, 8.4 Hz, 1 H), 2.57 (q, J= 7.6 Hz, 2 H), 1.10 (t, J= 7.6 Hz, 3 H). MS (ESI) m/e (M+H 4 ) 200. 3-Bromo-4-iso-propylaniline and 3-bromo-4-tert-butylaniline were synthesized following preparation 43 above. [03991 Preparation 44: 5-Bromo-2-fluoro-4-methylaniline F NO O

H

2 N Br Step a: I -Bromo-4-fluoro-2-methyl-5-nitrobenzene To a stirred solution of 1-bromo-4-fluoro-2-methyl-benzene (15.0 g, 79.8 mmol) in dichloromethane (300 mL) was added nitronium tetrafluoroborate (11.7 g, 87.8 mmol) in portions at 0 'C. The mixture was heated at reflux for 5 h and was then poured into ice water. The organic layer was separated and the aqueous phase was extracted with dichloromethane (100 mL x 3). The combined organic layers were dried over anhydrous Na 2

SO

4 and evaporated under reduced pressure to give crude 1-bromo-4-fluoro-2-methyl-5-nitrobenzene (18.0 g), which was used directly in the next step. Step b: 5-Bromo-2-fluoro-4-methylaniline To a stirred solution of 1-bromo-4-fluoro-2-methyl-5-nitrobenzene (18.0 g) in ethanol (300 mL) was added SnCl 2 -2H 2 0 (51.8 g, 0.230 mol) at room temperature. The mixture was heated at reflux for 3 h. The solvent was evaporated under reduced pressure to give a residue, which was poured into ice water. The aqueous phase was basified with sat. NaHCO 3 to pH 7. The solid was filtered off and the filtrate was extracted with dichloromethane (200 mL x 3). The combined organics were dried over anhydrous Na 2

SO

4 and evaporated under 222 reduced pressure. The residue was purified by column chromatography (petroleum ether/EtOAc = 10/1) to afford 5-bromo-2-fluoro-4-methylaniline (5.0 g, 30% yield for two steps). 1 H NMR (400 MHz, CDCl 3 ) S 6.96 (d, J = 8.8 Hz, I H), 6.86 (d, J= 11.6 Hz, 1 H), 3.64 (br, 2 H), 2.26 (s, 3 H). MS (ESI) m/z (M + H+) 204.0. [0400] Preparation 45: 1-(Benzo[d][1,3]dioxol-5-yl)-N-(3'-chloro-6-methyl-4'-(2H-tetrazol 5-yl)biphenyl-3-yl)cyclopropanecarboxamide Br N o N NO Rb.CMt, DMF, H 110 *C, 10 mi HN DMF. microwave, -' N 110 OC. 10min.N Step a: 1-(Benzo[d][1, 3 ]dioxol-5-yl)-N-(3'-chloro-6-methyl-4'-(2H-tetrazol-5 yl)biphenyl-3-yl)cyclopropanecarboxamide 1-(Benzo[d][1,3]dioxol-5-yl)-N-(4-methyl-3-(4,4,5,5-tetrarnethyl-1,3,2-dioxaborolan 2 -yl)phenyl)cyclopropanecarboxamide (0.084 g, 0.20 mmol), 4 -bromo-2-chlorobenzonitrile (0.043 g, 0.20 mmol), aqueous potassium carbonate (520 pL, I M), FibreCat 1007 (7 mg), and DMF (1 mL) were combined. The mixture was heated at 80 *C for 18 hours. After cooling, the mixture was filtered and purified by preparative HPLC to provide 1-(benzo[d][1,3]dioxol 5-yl)-N-(3'-chloro-4'-cyano-6-methylbiphenyl-3-yl)cyclopropanecarboxamide. Step b: 1-(Benzo[d][1,3]dioxol-5-yl)-N-(3'-chloro-6-methyl-4'-(2H-tetrazol-5 yl)biphenyl-3-yl)cyclopropanecarboxamide To 1-(benzo[d][1,3]dioxol-5-yl)-N-(3'-chloro-4'-cyano-6-methylbiphenyl-3-yl) cyclopropanecarboxamide was added ammonium chloride (0.13 g, 2.4 mmol), sodium azide (0.156 g, 2.40 mmol) and 1 mL of DMF. The mixture was heated at 110 *C in a microwave reactor for 10 minutes. After cooling, the mixture was filtered and purified by preparative HPLC to provide 1-(benzo[d][1, 3 }dioxol-5-yl)-N-(3'-chloro-6-methyl-4'-(2H-tetrazol-5 yl)biphenyl-3-yl)cyclopropanecarboxamide (8.6 mg, 9%). ESI-MS n/z calc. 473.1, found 474.3 (M+])*; retention time 1.86 minutes. 223 104011 Preparation 46: 3-Bromo-4-(3-methyloxetan-3 -yl)aniline 0 0 0 0 0 E EtO OEt EtO OEt NC OEt NaH, THF LDA, THF /Me, OC Br -78"C Br Br OH OH

UAJH

4 , THF Ph 3 P, DIAD 0 "C toluene, wave 140 *C, 10 min Br Br Step a: Diethyl 2-(4-bromophenyl)malonate To a solution of ethyl 2-(4-bromophenyl)acetate (5.0 g, 21 mmol) in dry THF (40 mL) at -78 0C was added a 2.OM solution of lithium diisopropylamide in THF (11 mL, 22 mmol). After stirring for 30 minutes at -78 *C, ethyl cyanoformate (2.0 mL, 21 mmol) was added and the mixture was allowed to warm to room temperature. After stirring for 48 h at room temperature, the mixture was quenched with water (10 mL). The reaction was partitioned between I N HCI (50 mL) and dichloromethane (50 mL), and the organic layer was separated. The organic layer was washed with 1 N HCl (50 mL), dried over Na 2

SO

4 and evaporated. The crude material was purified by silica gel chromatography, eluting with 0 20% ethyl acetate in hexanes to give diethyl 2-(4-bromophenyl)malonate (2.6 g, 41%) 'H NMR (400 yHz, DMSO-d6) 8 7.60-7.58 (m, 2H), 7.36-7.34 (m, 2H), 5.03 (s, I H), 4.21-4.09 (m, 4H), 1.20-1.16 (m, 6H). Step b: Diethyl 2-(4-bromophenyl)-2-methylmalonate To a solution of diethyl 2-(4-bromophenyl)malonate (1.5 g, 4.8 mmol) in dry THF (5 mL) at 0 *C was added sodium hydride (380 mg, 9.5 mmol). After stirring for 30 minutes at 0 *C, iodomethane (600 iL, 9.5 mmol) was added and the reaction was allowed to warm to room temperature. After stirring for 12 h at room temperature, the reaction was quenched with water (3 mL). The mixture was partitioned between 1 N HCI (10 mL) and dichloromethane (10 mL), and the organic layer was separated. The organic layer was washed with I N HCI (10 mL), dried over Na 2

SO

4 and evaporated. The crude material was purified by silica gel chromatography, eluting with 0-20% ethyl acetate in hexanes, to give diethyl 2-(4-bromophenyl)-2-methylmalonatc (850 mg, 55%) 'H NMR (400 MHz, DMSO d6) 5 7.59-7.55 (m, 2H), 7.31-7.27 (m, 2H), 4.21-4.14 (m, 4H), 1.75 (s, 3H), 1.19-1.16 (m, 224 6H). Step c: 2-(4-Bromophenyl)-2-methylpropane-1,3-diol To a solution of diethyl 2-(4-bromophenyl)-2-methylmalonate (850 mg, 2.6 mmol) in dry THF (5 mL) at 0 *C was added a 1.OM solution of lithium aluminum hydride in THF (2.6 mL, 2.6 mmol). After stirring for 2 h at 0 *C, the mixture was quenched by slow addition of water (5 mL). The mixture was made acidic by addition of IN HCI and was then extracted with dichloromethane (2 x 20 mL). The organics were combined, dried over Na 2

SO

4 and evaporated to give 2-(4-bromophenyl)-2-methylpropane-1,3-diol (500 mg, 79%) 'H NMR (400 MHz, DMSO-d6) 8 7.47-7.43 (m, 2H), 7.35-7.32 (m, 2H), 4.59-4.55 (m, 2H), 3.56-3.51 (m, 4H), 1.17 (s, 3H). Step d: 3-(4-Bromophenyl)-3-methyloxetane 2-(4-Bromophenyl)-2-methylpropane-1,3-diol (100 mg, 0.41 mmol), triphenyl phosphine (210 mg, 0.82 mmol), and diisopropyl azodicarboxylate (160 PL, 0.82 mmol) were combined in toluene (2 mL) and irradiated in the microwave at 140 0C for 10 minutes. The mixture was directly purified by silica gel chromatography eluting with 0-20% ethyl acetate in hexanes to give 3-(4-bromophenyl)-3-methyloxetane (39 mg, 42%) 'H NMR (400 MHz, DMSO-d6) 8 7.38-7.34 (m, 2H), 7.26-7.22 (m, 2H), 4.82-4.80 (m, 2H), 4.55-4.54 (m, 2H), 1.62 (s, 3H). [0402] Preparation 47: N-(4-bromophenylsulfonyl)acetamide 00, 00 0 < NH 2 AC20, DMAP N pyridine H Brj: Br 3-Bromobenzenesulfonamide (470 mg, 2.0 mmol) was dissolved in pyridine (I mL). To this solution was added DMAP (7.3 mg, 0.060 mmol) and then acetic anhydride (570 pL, 6.0 mmol). The reaction was stirred for 3 h at room temperature during which time the reaction changed from a yellow solution to a clear solution. The solution was diluted with ethyl acetate, and then washed with aqueous NH 4 CI solution (x3) and water. The organic layer was dried over MgSO 4 and concentrated. The resulting oil was triturated with hexanes and the precipitate was collected by filtration to obtain N-(3-bromophenylsulfonyl)-acetamide as a shiny white solid (280 mg, 5 1%). 'H NMR (400 MHz, DMSO-d6) 8 12.43 (s, 1H), 8.01 (t, J = 1.8 Hz, 1H), 7.96-7.90 (m, 2H), 7.61 (t, J = 8.0 Hz, IH), 1.95 (s, 3H); HPLC ret. time 1.06 min; ESI-MS 278.1 m/z (MH*). 225 ASSAYS Assays for Detecting and Measuring AF508-CFFR Correction Properties of Compounds A. Membrane potential optical methods for assaying AF508-CFTR modulation properties of compounds [04031 The optical membrane potential assay utilized voltage-sensitive FRET sensors described by Gonzalez and Tsien (See Gonzalez, J. E. and R. Y. Tsien (1995) "Voltage sensing by fluorescence resonance energy transfer in single cells" Biophys J 69(4): 1272-80, and Gonzalez, J. E. and R. Y. Tsien (1997) "Improved indicators of cell membrane potential that use fluorescence resonance energy transfer" Chem Biol 4(4): 269-77) in combination with instrumentation for measuring fluorescence changes such as the Voltage/Ion Probe Reader (VIPR) (See. Gonzalez, J. E., K. Oades, et al. (1999) "Cell-based assays and instrumentation for screening ion-channel targets" Drug Discov Today 4(9): 431-439). [0404] These voltage sensitive assays arc based on the change in fluorescence resonant energy transfer (FRET) between the membrane-soluble, voltage-sensitive dye, DiSBAC 2 (3), and a fluorescent phospholipid, CC2-DMPE, which is attached to the outer leaflet of the plasma membrane and acts as a FRET donor. Changes in membrane potential (Vm) cause the negatively charged DiSBAC 2 (3) to redistribute across the plasma membrane and the amount of energy transfer from CC2-DMPE changes accordingly. The changes in fluorescence emission were monitored using VIPRTm II, which is an integrated liquid handler and fluorescent detector designed to conduct cell-based screens in 96- or 384-well microtiter plates. 1. Identification of Correction Compounds [0405] To identify small molecules that correct the trafficking defect associated with AF508 CFTR; a single-addition HTS assay format was developed. The cells were incubated in serum-free medium for 16 hrs at 37 "C in the presence or absence (negative control) of test compound. As a positive control, cells plated in 384-well plates were incubated for 16 hrs at 27 *C to "temperature-correct" AF508-CFTR. The cells were subsequently rinsed 3X with Krebs Ringers solution and loaded with the voltage-sensitive dyes. To activate AF508 CFTR, 10 pM forskolin and the CFTR potentiator, genistein (20 pM), were added along with Cl--free medium to each well. The addition of Cl'-free medium promoted Cl- efflux in response to AF508-CFTR activation and the resulting membrane depolarization was optically 226 monitored using the FRET-based voltage-sensor dyes. 2. Identification of Potentiator Compounds [04061 To identify potentiators of AF508-CFTR, a double-addition HTS assay format was developed. During the first addition, a Cl--free medium with or without test compound was added to each well. After 22 sec, a second addition of Cl--free medium containing 2 - 10 pM forskolin was added to activate AF508-CFTR. The extracellular Cr~ concentration following both additions was 28 mM, which promoted Cl- efflux in response to AF508-CFTR activation and the resulting membrane depolarization was optically monitored using the FRET-based voltage-sensor dyes.3. SolutionsBath Solution #1: (in mM) NaCl 160, KCl 4.5, CaCl 2 2, MgC 2 1, HEPES 10, pH 7.4 with NaOH. [04071 Chloride-free bath solution: Chloride salts in Bath Solution #1 are substituted with gluconate salts. 104081 CC2-DMPE: Prepared as a 10 mM stock solution in DMSO and stored at -20"C. [04091 DiSBAC 2 (3): Prepared as a 10 mM stock in DMSO and stored at -20"C. 4. Cell Culture 104101 NIH3T3 mouse fibroblasts stably expressing AF508-CFTR are used for optical measurements of membrane potential. The cells are maintained at 37 "C in 5% CO 2 and 90 % humidity in Dulbecco's modified Eagle's medium supplemented with 2 mM glutamine, 10 % fetal bovine serum, I X NEAA, -ME, 1 X pen/strep, and 25 mM HEPES in 175 cm 2 culture flasks. For all optical assays, the cells were seeded at 30,000/well in 384-well matrigel-coated plates and cultured for 2 hrs at 37 "C before culturing at 27 "C for 24 hrs for the potentiator assay. For the correction assays, the cells are cultured at 27 *C or 37 "C with and without compounds for 16 - 24 hours. Electrophysiological Assays for assaying AF508-CFTR modulation properties of compounds 1. Usin' Chamber Assay [04111 Using chamber experiments were performed on polarized epithelial cells expressing AF508-CFTR to further characterize the AF508-CFTR modulators identified in the optical assays. FRTAFS08-CFTR epithelial cells grown on Costar Snapwell cell culture inserts were mounted in an Ussing chamber (Physiologic Instruments, Inc., San Diego, CA), and the monolayers were continuously short-circuited using a Voltage-clamp System (Department of 227 Bioengineering, University of Iowa, IA, and, Physiologic Instruments, Inc., San Diego, CA). Transepithelial resistance was measured by applying a 2-mV pulse. Under these conditions, the FRT epithelia demonstrated resistances of 4 KY cm2 or more. The solutions were maintained at 27 "C and bubbled with air. The electrode offset potential and fluid resistance were corrected using a cell-free insert. Under these conditions, the current reflects the flow of C- through AF508-CFTR expressed in the apical membrane. The Isc was digitally acquired using an MP1OOA-CE interface and AcqKnowledge software (v3.2.6; BIOPAC Systems, Santa Barbara, CA). 2. Identification of Correction Compounds 104121 Typical protocol utilized a basolateral to apical membrane Cl concentration gradient. To set up this gradient, normal ringer was used on the basolateral membrane, whereas apical NaCl was replaced by equimolar sodium gluconate (titrated to pH 7.4 with NaOH) to give a large Cl~ concentration gradient across the epithelium. All experiments were performed with intact monolayers. To fully activate AF508-CFTR, forskolin (10 pM) and the PDE inhibitor, IBMX (100 4M), were applied followed by the addition of the CFTR potentiator, genistein (50 pM). [04131 As observed in other cell types, incubation at low temperatures of FRT cells stably expressing AF508-CFTR increases the functional density of CFTR in the plasma membrane. To determine the activity of correction compounds, the cells were incubated with 10 JM of the test compound for 24 hours at 370C and were subsequently washed 3X prior to recording. The cAMP- and genistein-mediated Isc in compound-treated cells was normalized to the 27*C and 370C controls and expressed as percentage activity. Preincubation of the cells with the correction compound significantly increased the cAMP- and genistein-mediated Isc compared to the 370C controls. 3. Identification of Potentiator Compounds 10414] Typical protocol utilized a basolateral to apical membrane Cl- concentration gradient. To set up this gradient, normal ringers was used on the basolateral membrane and was permeabilized with nystatin (360 pg/ml), whereas apical NaCI was replaced by equimolar sodium gluconate (titrated to pH 7.4 with NaOH) to give a large Cl[ concentration gradient across the epithelium. All experiments were performed 30 min after nystatin permeabilization. Forskolin (10 pM) and all test compounds were added to both sides of the cell culture inserts. The efficacy of the putative AF508-CFTR potentiators was compared to 228 that of the known potentiator, genistein. 4. Solutions [0415] Basolateral solution (in mM):NaC (135), CaC1 2 (1.2), MgC 2 (1.2), K 2

HPO

4 (2.4),

KHPO

4 (0.6), N-2-hydroxyethylpiperazine-N'-2-ethanesulfonic acid (HEPES) (10), and dextrose (10). The solution was titrated to pH 7.4 with NaOH. [04161 Apical solution (in mM): Same as basolateral solution with NaCI replaced with Na Gluconate (135). 5. Cell Culture {0417] Fisher rat epithelial (FRT) cells expressing AF508-CFTR (FRTAFS0 8 -CFTR) were used for Ussing chamber experiments for the putative AF508-CFTR modulators identified from our optical assays. The cells were cultured on Costar Snapwell cell culture inserts and cultured for five days at 37 *C and 5% CO 2 in Coon's modified Ham's F-i 2 medium supplemented with 5% fetal calf serum, 100 U/ml penicillin, and 100 pg/ml streptomycin. Prior to use for characterizing the potentiator activity of compounds, the cells were incubated at 27 *C for 16 - 48 hrs to correct for the AF508-CFTR. To determine the activity of corrections compounds, the cells were incubated at 27 *C or 37 *C with and without the compounds for 24 hours. 6. Whole-cell recordings 104181 The macroscopic AF508-CFTR current (IAF508) in temperature- and test compound corrected NIH3T3 cells stably expressing AF508-CFTR were monitored using the perforated patch, whole-cell recording. Briefly, voltage-clamp recordings of lAF508 were performed at room temperature using an Axopatch 200B patch-clamp amplifier (Axon Instruments Inc., Foster City, CA). All recordings were acquired at a sampling frequency of 10 kHz and low pass filtered at 1 kHz. Pipettes had a resistance of 5 - 6 Mn when filled with the intracellular solution. Under these recording conditions, the calculated reversal potential for Cl- (Eci) at room temperature was -28 mV. All recordings had a seal resistance > 20 Gf and a series resistance < 15 MKI. Pulse generation, data acquisition, and analysis were performed using a PC equipped with a Digidata 1320 A/D interface in conjunction with Clampex 8 (Axon Instruments Inc.). The bath contained < 250 pl of saline and was continuously perifused at a rate of 2 ml/min using a gravity-driven perfusion system. 7. Identification of Correction Compounds 229 [04191 To determine the activity of correction compounds for increasing the density of functional AF508-CFTR in the plasma membrane, we used the above-described perforated patch-recording techniques to measure the current density following 24-hr treatment with the correction compounds. To fully activate AF508-CFTR, 10 pM forskolin and 20 pM genistein were added to the cells. Under our recording conditions, the current density following 24-hr incubation at 27*C was higher than that observed following 24-hr incubation at 37 *C. These results are consistent with the known effects of low-temperature incubation on the density of AF508-CFTR in the plasma membrane. To determine the effects of correction compounds on CFTR current density, the cells were incubated with 10 PM of the test compound for 24 hours at 37*C and the current density was compared to the 27*C and 37*C controls (% activity). Prior to recording, the cells were washed 3X with extracellular recording medium to remove any remaining test compound. Preincubation with 10 jpM of correction compounds significantly increased the cAMP- and genistein-dependent current compared to the 37*C controls. 8. Identification of Potentiator Compounds [04201 The ability of AF508-CFTR potentiators to increase the macroscopic AF508-CFTR Cl' current (1AF508) in NIH3T3 cells stably expressing AF508-CFTR was also investigated using perforated-patch-recording techniques. .The potentiators identified from the optical assays evoked a dose-dependent increase in IAF508 with similar potency and efficacy observed in the optical assays. In all cells examined, the reversal potential before and during potentiator application was around -30 mV, which is the calculated Ec (-28 mV). 9. Solutions (04211 Intracellular solution (in mM): Cs-aspartate (90), CsCl (50), MgCl 2 (1), HEPES (10), and 240 pg/ml amphotericin-B (pH adjusted to 7.35 with CsOH). [04221 Extracellular solution (in mM): N-methyl-D-glucamine (NMDG)-Cl (150), MgCI 2 (2), CaC1 2 (2), HEPES (10) (pH adjusted to 7.35 with HCl). 10. Cell Culture [0423] NIH3T3 mouse fibroblasts stably expressing AF508-CFTR are used for whole-cell recordings. The cells are maintained at 37 *C in 5% CO 2 and 90 % humidity in Dulbecco's modified Eagle's medium supplemented with 2 mM glutanine, 10 % fetal bovine serum, 1 X NEAA, p-ME, I X pen/strep, and 25 mM HEPES in 175 cm2 culture flasks. For whole-cell 230 recordings, 2,500 - 5,000 cells were seeded on poly-L-lysine-coated glass coverslips and cultured for 24 - 48 hrs at 27 *C before use to test the activity of potentiators; and incubated with or without the correction compound at 37 *C for measuring the activity of correctors. 11. Singele-channel recordings 104241 The single-channel activities of temperature-corrected AF508-CFTR stably expressed in NIH3T3 cells and activities of potentiator compounds were observed using excised inside out membrane patch. Briefly, voltage-clamp recordings of single-channel activity were performed at room temperature with an Axopatch 200B patch-clamp amplifier (Axon Instruments Inc.). All recordings were acquired at a sampling frequency of 10 kHz and low pass filtered at 400 Hz. Patch pipettes were fabricated from Corning Kovar Sealing #7052 glass (World Precision Instruments, Inc., Sarasota, FL) and had a resistance of 5 - 8 MCI when filled with the extracellular solution. The AF508-CFTR was activated after excision, by adding 1 mM Mg-ATP, and 75 nM of the cAMP-dependent protein kinase, catalytic subunit (PKA; Promega Corp. Madison, WI). After channel activity stabilized, the patch was perifused using a gravity-driven microperfusion system. The inflow was placed adjacent to the patch, resulting in complete solution exchange within I - 2 sec. To maintain AF508 CFTR activity during the rapid perifusion, the nonspecific phosphatase inhibitor F (10 mM NaF) was added to the bath solution. Under these recording conditions, channel activity remained constant throughout the duration of the patch recording (up to 60 min). Currents produced by positive charge moving from the intra- to extracellular solutions (anions moving in the opposite direction) are shown as positive currents. The pipette potential (Vp) was maintained at 80 mV. [0425] Channel activity was analyzed from membrane patches containing 2 active channels. The maximum number of simultaneous openings determined the number of active channels during the course of an experiment. To determine the single-channel current amplitude, the data recorded from 120 sec of AF508-CFTR activity was filtered "off-line" at 100 Hz and then used to construct all-point amplitude histograms that were fitted with multigaussian functions using Bio-Patch Analysis software (Bio-Logic Comp. France). The total microscopic current and open probability (P.) were determined from 120 sec of channel activity. The P 0 was determined using the Bio-Patch software or from the relationship P 0 I/i(N), where I = mean current, i = single-channel current amplitude, and N = number of active channels in patch. 12. Solutions 231 Extracellular solution (in mM): NMDG (150), aspartic acid (150), CaCl 2 (5), MgC1 2 (2), and HEPES (10) (pH adjusted to 7.35 with Tris base). Intracellular solution (in mM): NMDG-Cl (150), MgCl 2 (2), EGTA (5), TES (10), and Tris base (14) (pH adjusted to 7.35 with HCI). 13. Cell Culture 104261 NIH3T3 mouse fibroblasts stably expressing AF508-CFTR are used for excised membrane patch-clamp recordings. The cells are maintained at 37 "C in 5% CO 2 and 90 % humidity in Dulbecco's modified Eagle's medium supplemented with 2 mM glutamine, 10 % fetal bovine serum, I X NEAA, p-ME, I X pen/strep, and 25 mM HEPES in 175 cm 2 culture flasks. For single channel recordings, 2,500 - 5,000 cells were seeded on poly-L-lysine coated glass coverslips and cultured for 24 - 48 hrs at 27 *C before use. [0427] The exemplified copounds of Table I have an activity of less than 20 mM as measured using the assays described hereinabove. VII. OTHER EMBODIMENTS [04281 It is to be understood that while the invention has been described in conjunction with the detailed description thereof, the foregoing description is intended to illustrate and not limit the scope of the invention, which is defined by the scope of the appended claims. Other aspects, advantages, and modifications are within the scope of the following claims. 232

Claims (17)

1. A compound of formula (I): R 2 A I 4 N0 R (R1)n or a pharmaceutically acceptable salt thereof, wherein: Each R 1 is independently an optionally substituted C 1 _ 6 aliphatic, an optionally substituted aryl, an optionally substituted heteroaryl, an optionally substituted C 3 _ 1 0 membered cycloaliphatic or an optionally substituted 4 to 10 membered heterocycloaliphatic, carboxy, amido, amino, halo, or hydroxy, provided that at least one R 1 is an optionally substituted aryl or an optionally substituted heteroaryl and said R 1 is attached to the 3- or 4- position of the phenyl ring; R 2 is hydrogen, an optionally substituted C1_6 aliphatic, an optionally substituted C 3 _ 6 cycloaliphatic, an optionally substituted phenyl, or an optionally substituted heteroaryl; Ring A is an optionally substituted cycloaliphatic or an optionally substituted heterocycloaliphatic where the atoms of ring A adjacent to C* are carbon atoms; R 4 is an optionally substituted benzo[d][1,3]dioxolyl ring; and n is 1, 2, 3, 4, or 5.

2. The compound of claim 1, wherein R 1 is: RA RA W1 W1D D D (Z-1), or (Z-2). wherein W1 is -C(O)-, -SO 2 -, -NHC(O)-, or -CH 2 -; and D is H, hydroxy, or an optionally substituted aliphatic, an optionally substituted cycloaliphatic, an optionally substituted alkoxy, and amino. (9949897 1):JJP 234

3. The compound of claim 2, wherein D is OH, an optionally substituted C1_6 aliphatic, an optionally substituted C 3 -C 8 cycloaliphatic, an optionally substituted alkoxy, or an optionally substituted amino.

4. The compound of claim 3, wherein d is an optionally substituted amino of the formula A, wherein each of A and B is independently H, an optinoally substitured C1_6 aliphatic, an optionaly substitutedf C3-C8 cycloaliphatic, an optionally substituted 3-8 memebered hetercycloaloiphatic, acyl, sulfonyl, or A and B, taken together, form an optionally substituted 3-7 membered heterocycloaliphatic ring.

5. The compound of claim 1, wherein R 1 is: wherein: W 1 is -C(O)-, -SO 2 -, -NHC(O)-, or -CH2 Each of A and B is independently H or an otpionaly substitutred C 1 _ 6 aliphatic; or A and B, taken together, form an optionally substituted 4-7 membered heterocycloaliphatic ring.

6. The compound of any one of claims 1-5, wherein ring A is an unsubstituted C 3 _ 7 cycloaliphatic or a 3-8 membered heterocycloaliphatic.

7. The compound of any one of claims 1 -6, wherein ring A is an unsubstituted cyclopropyl, an unsubstituted cyclopentyl, an unsubstituted cyclohexyl, or an unsubstituted tetrahydropyranyl.

8. The compound of any of claims 1-7, wherein ring A is an unsubstituted cyclopropyl.

9. The compound of claim 1, wherein R4 is one selected from F 0 0 O 1 OJ O (9949897 1):JJP 235 F 0CI F F F 0 b 4 0 or

10. The compound of claim 1 having formula II: 2 A 4R R4 \ 0 (RA)1. 3 II or a pharmaceutically acceptable salt thereof, wherein Each R 1 is independently an optionally substituted C1_6 aliphatic, an optionally substituted aryl, an optionally substituted heteroaryl, an optionally substituted 3 to 10 membered cycloaliphatic, or an optionally substituted 4 to 10 membered heterocycloaliphatic, each of which is optionally substituted with 1, 2, or 3 of RA Each RA is -ZAR 5 , wherein each ZA is independently a bond or an optionally substituted branched or straight C 1 _ 6 aliphatic chain wherein up to two carbon units of ZA are optionally and B B B B independently replaced by -CO-, -CS-, -CONR -, -CONR NR -, -C0 2 -, -OCO-, -NR C0 2 -, -0-, -NR BCONR B-, -OCONR B-, -NR BNR B-, -NR BCO-, -S-, -SO-, -S0 2 -, -NRB-, -SO 2 NRB_ NR BSO 2 -, or -NR BSO 2 NR B_; Each R 5 is independently RB, halo, -OH, -NH 2 , -NO 2 , -CN, or -OCF 3 ; Each RB is independently hydrogen, an optionally substituted C 1 _ 8 aliphatic group, an optionally substituted cycloaliphatic, an optionally substituted heterocycloaliphatic, an optionally substituted aryl, or an optionally substituted heteroaryl; R 2 is C 14 aliphatic, C 3 _ 6 cycloaliphatic, phenyl, or heteroaryl, each of which is optionally substituted, or R 2 is hydrogen; Ring A is an optionally substituted C 3 _ 7 cycloaliphatic or an optionally substituted C 3 _ 7 heterocycloaliphatic where the atoms of ring A adjacent to C* are carbon atoms, and said ring A (9949897 1):JJP 236 is optionally substituted with 1, 2, or 3 of -Z BR 7 , wherein each ZB is independently a bond, or an optionally substituted branched or straight C14 aliphatic chain wherein up to two carbon units of Z are optionally and independently replaced by -CO-, -CS-, -CONR -, -CONR NR -, -C0 2 -, OCO-, -NRB C0 2 -, -0-, -NR BCONR B-, -OCONR B-, -NR BNR B-, -NR CO-, -S-, -SO-, -S02-, B_ B_ BS BS NR -, -SO 2 NR -, -NR SO 2 -, or -NR SO 2 NRB_ Each R 7 is independently RB, halo, -OH, -NH 2 , -NO 2 , -CN, or -OCF 3 ; R 4 is a benzo[d][1,3]dioxolyl ring optionally substituted with 1, 2, or 3 of -ZCR 8 , wherein each Zc is independently a bond or an optionally substituted branched or straight C1-6 aliphatic chain wherein up to two carbon units of ZC are optionally and independently replaced by -CO-, CS-, -CONRc-, -CONRcNRc-, -C0 2 -, -OCO-, -NRcCO 2 -, -O-, -NRcCONRc-, -OCONRc-, NRCNRC-, -NRcCO-, -S-, -SO-, -SO 2 -, -NRc-, -SO 2 NRc-, -NRcSO 2 -, or -NRcSO 2 NRc. Each R 8 is independently Rc, halo, -OH, -NH 2 , -NO 2 , -CN, or -OCF 3 . Each Rc is independently an optionally substituted C1-8 aliphatic group, an optionally substituted cycloaliphatic, an optionally substituted heterocycloaliphatic, an optionally substituted aryl, or an optionally substituted heteroaryl; and n is 1-4.

11. The compound of claim 10, wherein the compound has formula Ic: IIc or a pharmaceutically acceptable salt thereof, wherein T is an optionally substituted C 1 - 2 aliphatic chain, wherein each of the carbon units is optionally and independently replaced by -CO-, -CS-, -COCO-, -SO 2 -, -B(OH)-, or -B(O(C1_6 alkyl))-; Each of R 1 is independently an optionally substituted C 1 _ 6 aliphatic, an optionally substituted aryl, an optionally substituted heteroaryl, an optionally substituted 3 to 10 membered cycloaliphatic, an optionally substituted 4 to 10 membered heterocycloaliphatic, carboxy, amido, amino, halo, or hydroxy; (9949897 1):JJP 237 Each RA is independently - ZAR 5 , wherein each ZA is independently a bond or an optionally substituted branched or straight C1_6 aliphatic chain wherein up to two carbon units of ZA aT optionally and independently replaced by -CO-, -CS-, -CONR B-, -CONR BNR B-, - C0 2 -, OCO-, -NRB C0 2 -, -0-, -NR BCONR B-, -OCONR B-, -NR BNR B-, -NR CO-, -S-, -SO-, - S02-, B_ B_ BS BS NR -, -SO 2 NR -, -NR SO 2 -, or -NR SO 2 NRB_ Each R 5 is independently RB, halo, -OH, -NH 2 , -NO 2 , -CN, -CF 3 , or -OCF 3 ; or two RA, taken together with atoms to which they are attached, form a 3-8 membered saturated, partially unsaturated, or aromatic ring with up to 3 ring members independently B A selected from the group consisting of 0, NH, NR , and S, provided that one R is attached to carbon 3" or 4"; Each RB is independently hydrogen, an optionally substituted C 1 _ 8 aliphatic group, an optionally substituted cycloaliphatic, an optionally substituted heterocycloaliphatic, an optionally substituted aryl, or an optionally substituted heteroaryl; and n is 2 or 3 provided that when n is 3, a first R 1 is attached ortho relative to the phenyl ring substituted with RA and that a second one R 1 is attached para relative to the phenyl ring A substituted with R

12. The compound according to claim 11, wherein T is -CH 2 -, -CF 2 -, -C(CH 3 ) 2 -,

13. The compound of claim 1 selected from the following Table: (9949897 1):JJP 238 -- - -- - -- - -- - -- - -- - ------------ _ _ _ _ _ _ --- -- --- -- --- -- -- --- -- -- -- -- ----- --- -- - H r~ 0 ------ N--------- ~ E IJ > N ) N A7 ------- ----------- ------- --------------------- 'r12 S. N N A Itt (994989 1)HNH 239 tTN V7 F HN# H 0. 00 (994897 ):JJ 240 25 26 ___________ __ H N N tC)7 I~r~yA 31 32 33 H F F H~iiit 00 34 _______________36 N- --- (9949897 1):JJP 241 17 3 A~ Y 11 fI A 0 Q4 ...................... ........... 43 44 4 NN 0 0 (994897 ):JH 242 52 53 54 N aIN 0 ' 5659 ______________ YlN 1 . 7 N 0 N~ N~r (994989 1):J4 243 6162 63 ~o S 0 R F 67, 68 60 70 71: 72 HH ............... (9499 1)-f 244 0 NN N H Q7 N HH 10 (9949897 1):JJP 245 5$l ol0 H NH N AH) o 91 92 I9 .. . ........................ ................. ..................... ...................... (949971)JJ 246 c"0 (9499 1)4J 247 109K 112 11311 RN114 .. 1........11 HN H .J0 k~F F 09 N 1 7,CH H: (9949897 1):JJP 248 121 122 123 Z a, 2 0 0 N, A 199 989 12 _ _ __ __ _ __ __ _ __ 249 .13 134 135 o 0 ~ H0 136 137 138 HH -------o -- J--I---- 0 -0 NN (9949897__ __ __ __ _ 141JJ 250 .................... _ _ _ ... .. .. ... .. .. NR 0~0 N (9499 2OtkJJP~ 251 H7 N N 'A * F HH 0 $53 167 16 b,__________ FF N9499 F HJ 252 169 170 171 HH C 0i A 1 0 I0 Ny N 030 H. N-- 0 A A H NHH N N, N 0 A 0lI C X_ 0 ' 0 A 6-0 FF N:H 175 179 1807 H H N N0 F0 F1' 0 0 N H 0 0 0iA FI 0 0 0 F~ 0 (99989 17).JJP 253 H) 7 N 0 -184 185 _ _ _ _ _ _ _ _ _ _ _ _ - 0 I NIN 199989 192J 254 -193 194 195 N9 N 0 Ni HNH N, _________0 ______ 0 204, .................. (9499 1)J 255 205 206 207 N. N , ~ 0 HN H NM 09 _________________212: 213 _________________21:5 216 (994897 ):JJ 256 217 ____________ 219 "0 223 224 22 HNH 226 227 228 FF (994897 ):JJ 257 231 0,0 232 233" .. .. ... .. ... .. . ... .... ... .. .. H. 0== N 7 NN (99989 1)JJP_ __ _ _ __ _ __ 3 258 ............ 2 4 2 .................... _ _ _ H KN~H 248 249 H4N r74 (00 0 (9499 7 00 FJBJN 259 253 254 255 K'K 257t lo IN1 ........ .... ............ ............ ............ ........... ............ ............ ............ .... A. ..... (994989 1):JJ 260 265 266 267 H rF V.-/ '9 K 9 14 0 263 269 270 HH 274 27:5276 117 0 NW.- 0I=1=0 CHO % tO . . . . . . . . . . . (9499 >1)JJ 261 277 278 279 I F NHN N HN .-O 286 287 282 II N 0 .10 (994989 1):JJ 262 289 _ _ _ _ _ _ _ _ _ _ _ _ 29:1 N -7N 293 N4 0 ye 1HN "i 0 if 7 I keF (994897 ):JJ 263 301 302 303 0 'NVQ 3A ........... . .. .. .. .. ... ... ... .. ... ... ... ... .. _ _ _ _31:1 312__ _ ________________ ______________G_ 0 (994989 1):1J 264 313 314 315 N 0 -IN F 'IN 318 .............. FF F 0 ' 0 I C-4 32 1 HN N 0 HNN _________________323 324 NH (9949897 1):JJP 265 .................... _ _ _ _ .................... _ _ _ f3 ........... H F N~W ca -C 'NF 328 329 330 H0 iiii F H - - - - -- - - -- - - F. . ..... (9949897 1):JJP 266 337 338 339 34 0 '9 'N HH (9499 1)rNJP 267 349 350 351 HH H.. ... ... .. HH H 0 0 ___________....................35 (9499 a NJ 268 361 362 363 H N ~~~ 0002 '00 HH N r FF 370 371 372 ,N .................... ..... 0. (99989 H ;JJ 269 373 374 375 H 00 0 0 H 0 F -H '> itls-/ (994989 1)V NJP 270 385 386 387 N 00 NN N ) N. 0 NC 0 ............ 3 63 ........ . .. . . . . . . ...... ....... .. .... ....... ....... ....... ....... ....... ....... ....... ....... ....... ....... ....... (994897 ):JK 271 Hi N N C'o 400 _____________ 402 0 -411 0 0 'J RJN (949971)JJ 272 409 410 ____________ 41 4 13y 41 41 4 N0 41 412 41,R_________ 4140 - - - - - -- _____ ____ _____ ____ _ 41 (9499 1)J 273

42.14 242 3 'N0 f4 7 0 F y NH 0 424 425 426 HH N'j <.0 C ~ :H H o ~N ~a' (9499 H 0 JJ 274 434 435 _________________437 43B ~SF 439 440 441 FF :NI N 0 - No _____________________ 44344: (994897 ):JJ 275 44 ...........446 4 T........... N HT F N -H I ____ 451________ 442 450 Na .0, H 0 454 4-525 456 H N N H 0 H .......... 5 ................. 45 45......................................6....................... (9949897 1):JJP 276 00'HN, H h NN 0 460 462 NNN N 466 467 469 N N 0 QI X (9949897 1):JJP 277

46.9 4 70: 471 HH H0 N 47 47 474R cl N ~ N '>~ 476 No 478 479 470 (9499 H rJ 278 484 485 486 HH NN 0 484 48848 H H 420 F4tN 492Cf~j -c-N (9499 . -J 279 4963 497 9 N H ~7 NN 499i 54O950 C5' H ~N 00 .. . .. . .. .. . .... .. ... .... .. .... .. ...... ...... ...... . ..... . ..... .. ...0.. . ... .... .. .... .J ...... ..... (9499 N' :NJi 280 505 1506 5,37 R 7 N 50q 510 N -, H HH 0 0 F .. . . . . . . . . . . . ... .. . . . . . . . . . . . . . . . .. . . . . .. . . . . . . . . . .. . . . . . . . . . . . . . . . . (994897 ):JN 281 IN I - FC 520527 528 H r-7 (9949897 N :JJ 282 NN ---------- --- ----------------- -- N l F -S H (9499 1)J 283 541542 543 Y~ Ny CL ~ 06 . .. ... . . . . . . . . . . . . . . :14 X0 FA F' ........... 4. (99989 1)J 284 N, o KK 556 _____ 57_______ 55-a IF H NN 0 Nr 00 N<.F C) N II HI - N a < N yA... ........... ........... ............ ........... ........... ........... ...I. ....... ........... ........... .......... 562 56356 (9949897 1).JJP 285 /N 0% 0 H ~NH H 88 5 7.. ... ...... .... 5 72.. .. ... ... .. ... ... ... .. ... ... ... ... . ... ... ... .. ... ... ... ... .. ... ... ... .. ... ... ... . (994897 ):JJ 286 N H A7 TN: C N 580 51 58 .. .. .. .. .. .. .. . ... .. ... .. .. . .. . ... . .. . .. . . .. . . . . . .b. . . . . . . . ............. .......... % Y .................. .................. .................... Y r 77 cl ~ ~: .... .... .... .... .... .... (9499 H'JJ 287 F 592 593 594 H 0 -7 6 H N A AHo A 1 .. ... ... ....... .. ........... .......... .. .... .... ..... .... .... ... (9949897'10:AN 288 ... 1 .... ... ... ................... M. ............... N0 - I > Ro N N ~ <x~N s a............... .. . . . . . . . . . .. w. . . . . . . . .. . . . . . . . . . . . . . . . . . . 607 68 60 *304 ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~~~-0 E_____________ _____________ (99989 803 809 289 00 N.o 15 / NM 616 61761 N' > __ __ _ __ _ __ __ _ __ _620 621 N - N N (9949897 'Q4JJ 290 S2S 7 2C .__.................... N1 N : A2 N2 / o0 0 N' -- --- ---- -- -- ---- 6 2------ ------------ __ _ _ _ _ _ _ _ _ 634 63:5 4 HN (99498-A 1)f A 291 ... .. .. .. .. ... . H N, > 0 640 641 642 0 t F 00 (9949897y 7 :-o 292 141 00 0 A~, ~Cl Cl 9 SO (994897 ):JJ 293 561 :562 C :664 665 66 670 671 672 N~ON (kG C' ~0 NN N .. ... .. ..... ..... ...... ..... ..... ..... .... 6 7.. ........ .......... .......... ........ .. ...... ...... ...... ..... (994897 ):J H 294 FF . U, 0 0 1 HO :ZN 0 672 677 UTh FF H H 0 ' H~t4 (9499 A I? F<NJ7N J2P 295 6.65686 687 F NR *0 HHH ....................................... %. ------- ................................... 0 0 (9949897 1):JJP 296 FI& N)X o ANH 703 704 705 ' 71 N N 0 N 706 70470 (9499 A N - a 297 ... .... ... .. .. ... . '7 yo - , ~Q ~it 00 712 713 714 H 7 ,NN H 141 (99989 __ __ __ __ _ __ __ __ 298 ___7_________1_ 722 723 724 725 726 H 7 N N 0 F0 0 .. . .... ..... 7 .... .. .. .. ... .. ... .. .. ... .. ... .. . ... .. ... .. .. ... .. ... .. .. ... .. ... .. .. .... 7 2.. .. . (994989 H):JJ 299 733 734 735 A N :F .................... 736 737 738 -N o zN H N NN~ 0 CIO HI (9499 Y Ct> 300 745 746 __________ ___ 00 rtY 741 752 753 H75 7 -8 9N N 7~ t 2 (994897 ):JN 301 H k 0 HOH> EQ FI 763 704 765 NH F C

61-TF N-A ~ A- 'A .. .. .. ... .. .. ... .. .. ... .. .. ... .. ... ................ ............... .. ............................ (994897 ):JN 302 769 770 771 H~H: 0,0 5, H 773 H N N, ---------- ------- ----------- -- 775 77r5 777 H ~~10 H 0 o 778 7 7@ 70 7. q. CN INJ (9949897 1):JJP 303 781 783 F 784 785 786 787 NIN, AI Ic . .. .. . . ... . (9499 :JJ 304 793 794 795 Ho c N.N -F H 0 N H H H 7 4.0 0 N 0N -N 9 "CEO ' Nytf o F or (9499 S-' JJH 305 805806 8,07 -------- N) HH (99989 809 81 306 8 o9 0 N> Ca 'N'e $23 824 825 HoN 823 8248243 . . .. . . .. . . .. . .. . . .. . .. . . .. . .. . ... ... .... ... ..... .... ... ... ... .... ... ... .... ... ... ... .... .. ... ... .... ... ... ... .... ... ... ... .... ... ... ... (9499 0 NJoP 307 829 a3 831 H ~H N 7 0-0a ------------.............. H.. _______ ______ ______ ______833 ______________ AN-" N3LQF 8---------------------- ------------ N H 0 (99989 OFJJ 308 248 42 843 0N F a44 _____________ 846 NN NN-f NN .. .... .... .... .... .... .... .... .. .. ..........5.. ......... ............ .... ...... ............ ........... .......... H9499 1)-4 309 w9 0 K4:I HN> 6632 863 861 0 .... . . .. . .. . . .. . . . . ... . . . . .. . .. .. N. . .. %. .5. . . .. . . .. . .. . . . . . .. . . . . .. . . .. .. . . . . .. N. . . . .. . . . .. .. . . . . .. O. . . . .. . . . N94871:J 310 868 & 870 a H H 871 $72 873 H .. .. . .......... .............. .. ........... .............. .............. ............. .............. ............ (9499 1)N:xJyNJP 311 Li A F NYN j-, 0 N~ N7 ----- ----- ----- ---- -- ----- ---- -- --- -- -- ----------- ----- ---- BF Ba (99989 888J 312 H H N 0 H0 (9489 H):J 313 90!902 9103 H V7 H N~~r N HH W,07 9085n906 10, 1 N 0 FF 1-- 1? (994897 ):J0 314 i?13 91491 IOJOY -r 19 20 VH N 0 NJI rN0 m~-NNU HH o a (994897 ):JJ 315 926 ............ 9 27 .......... H 7 A N% ~ ~ ~ N~ NN 9324 925 93 H 7H N N NN C9 NHH H .. ...... ..... .. . . .. .. . . . .. .. . . . ... . . . .. .. . . . .. .. . . .. .. . . . .. .. . . . ... . . . . ... . . . ... . . . . .. 0. . . .. .. . . . ... . . . . ... . . . . .. . . . . ... . . .. p (9499 1) NJ 316 N 0 N o 0H NG494 948 N N% > (9 49 9 * C N 317 952 95:3____________ 954~ 0 4D K-9 -. :F ~ / -$ 0 (994989 1):-J 318 961962 963 90 -96 @66 'N - HS - 0 ,-N J'oF H~> 904 HH 77 970 971 972 N N N o HN 0 M (994989 1):JJ 319 973_______________ 975 00 076'I 093 N I A N. - ----- (994897 ):J H 320 H H7 % NN Ilo H984 9-92 993 994 (9949897 1):JJP 321 997 INS 999 101 1001C 1002 FH 0 N INN .............................. ........................................ N....................................... (994897 ):JN 322 ___1012________ 1013 0N 1021013 .)1 1081019 1D0 A HA .... ........ .. ...... ....... ... ... ...... . ..... ...... ....... ...... ...... ....... ..... N I. ..... ...... (994989 1):JJ 323 __ _1024__ _ __ __ _ 10225 1026__ _ __ _ __ _ _ 0 rcyc'?

107-7 NN 10240 1021 102 NN 199289 1028 102 324 N 103.6 1037 13 0 039 104 I Da41 F H 104.2 1043 1 D44 H N N. ~o F N F H (9949897 1):0 0 325 1046 _____________ H -1048 1049 1050 14N HNIJ F HO 0~ MQ 00 it4 1054 1055 1055 Nj 0Ni 0C OtHt (9949897 1):JJP 326 _________________ 158 10598 :F F - 4tst 1063 0116 N 0= 0.0g 'I (90689 1064 106 327 N 0 F 1075 1076 1077 1078fl 019% 08 0 N~N0 N 0 0 (9949897 1):JJP 328 H A[ NI 0 NV 0 > ( 00 00 (90889 1089J 329 1031094 1095 Ho 1098 -- --- - - N,17, ------------- ------------- ----------- ----- (9487 )J 330 NN 0~S N' -1104 1119 11-10 N Tf 00 ' CY499 1):F 0 331 .1 .1 .j.....j.......... F' F: F Ic 1123 1121 1122 (9949897 3 N:JJP 332 ____ ___ ____ ___ ____ _ 1301131 H Hr N X 1V7 0>0 11,32 1133 1134 yI4 It-' 1, 13 0 199989 1135 113 333 1141~~1 14___ _ __ _ ___5 _ _ 1146 HH 0O , - ----------------------- ----------------------- ---- 11O ~ F F 114989 1148 114 334 'I5 1154 1155 N N N.N N. N 0____________ 5 *1 5 _______________________________H__ (99989 1)161 335 41165 116 67 H~H 00 HNN NNN lies 11169 1170 Nu NcY N A N7 N 0 0 1171 1172 1176 N:N yA 'AJ (9949897 1):JJP 336 1177 1178 ________ ____ H N Hi 0 HN, N 4 N.. . ............. ................. ..... ........... ................. ................. ................. ................ (994897 ):JF 337 11194 1195 ____________ 196197 N 0 N0 -S. F5 1 HN 0 OHJL (9499 I 'NJ 338 1201 1202 1203 IF 00 1204 1205 1191 It U 0 HNIN NI or 959 14NLa 14. A pharmaceutical composition comprising: (i) a compound according to any one of claims 1- 13; and (ii) a pharmaceutically acceptable carrier. 15. The composition of claim 14, optionally further comprising a mucolytic agent, a bronchodialator, an anti-biotic, an anti-infective agent, an anti-inflammatory agent, a CFTR modulator, or a nutritional agent. (9949897 1):JJP 339 16. A method of modulating ABC transporter activity comprising the step of contacting said ABC transporter with a compound of formula (I): R 2 A I 4 N0 R (R1)n or a pharmaceutically acceptable salt thereof, wherein: Each R 1 is independently an optionally substituted C 1 _ 6 aliphatic, an optionally substituted aryl, an optionally substituted heteroaryl, an optionally substituted C 3 _ 1 0 membered cycloaliphatic, an optionally substituted 4 to 10 membered heterocycloaliphatic, carboxy, amido, amino, halo, or hydroxy, provided that at least one R 1 is an optionally substituted aryl or an optionally substituted heteroaryl and said R 1 is attached to the 3- or 4- position of the phenyl ring; Each R 2 is hydrogen, an optionally substituted C1_6 aliphatic, an optionally substituted C 3 _ 6 cycloaliphatic, an optionally substituted phenyl, or an optionally substituted heteroaryl; Ring A is an optionally substituted cycloaliphatic or an optionally substituted heterocycloaliphatic where the atoms of ring A adjacent to C* are carbon atoms, and said ring A is optionally substituted with 1 , 2, or 3 substituents; Each R 4 is an optionally substituted aryl or an optionally substituted heteroaryl; and n is 1, 2, 3, 4, or 5. 17. The method of claim 16, wherein the ABC transporter is CFTR. 18. A method of treating or lessening the severity of a disease in a patient, wherein said disease is selected from cystic fibrosis, hereditary emphysema, hereditary hemochromatosis, coagulation-fibrinolysis deficiencies, such as protein C deficiency, Type 1 hereditary angioedema, lipid processing deficiencies, such as familial hypercholesterolemia, Type 1 chylomicronemia, abetalipoproteinemia, lysosomal storage diseases, such as T-cell disease/pseudo-Hurler, mucopolysaccharidoses, Sandhof/Tay-Sachs, Crigler-Najjar type IT, polyendocrinopathy/hyperinsulemia, Diabetes mellitus, Laron dwarfism, myleoperoxidase deficiency, primary hypoparathyroidism, melanoma, glycanosis CDG type 1, congenital (9949897 1):JJP 340 hyperthyroidism, osteogenesis imperfecta, hereditary hypofibrinogenemia, ACT deficiency, Diabetes insipidus (DI), neurophyseal DI, neprogenic DI, Charcot-Marie Tooth syndrome, Perlizaeus-Merzbacher disease, neurodegenerative diseases such as Alzheimer's disease, Parkinson's disease, amyotrophic lateral sclerosis, progressive supranuclear plasy, Pick's disease, several polyglutamine neurological disorders such as Huntington, spinocerebullar ataxia type I, spinal and bulbar muscular atrophy, dentatorubal pallidoluysian, and myotonic dystrophy, as well as spongiform encephalopathies, such as hereditary Creutzfeldt-Jakob disease (due to prion protein processing defect), Fabry disease, Straussler-Scheinker syndrome, COPD, dry-eye disease, or Sjogren's disease, said method comprising the step of administering to said patient an effective amount of a compound of formula I according to any one of claims 1 to 13. 19. A kit for use in measuring the activity of an ABC transporter or a fragment thereof in a biological sample in vitro or in vivo, comprising: (i) a composition comprising a compound of formula (I) according to claims 1- 13; and (ii) instructions for: a) contacting the composition with the biological sample; and b) measuring activity of said ABC transporter or a fragment thereof. 20. The kit of claim 19, further comprising instructions for a) contacting an additional composition with the biological sample; b) measuring the activity of said ABC transporter or a fragment thereof in the presence of said additional compound; and c) comparing the activity of the ABC transporter in the presence of the additional compound with the density of the ABC transporter in the presence of a composition comprising a compound of formula (I). 21. The kit of claim 19 or claim 20, wherein the kit is used to measure the density of CFTR. Vertex Pharmaceuticals Incorporated Patent Attorneys for the Applicant/Nominated Person SPRUSON & FERGUSON (9949897 1):JJP