1. A compound of Formula VIII :

and pharmaceutically acceptable salts thereof;

wherein:

each E is separately selected from the group consisting of -CR^10a- and N (nitrogen);

each R^10a is separately selected from the group consisting of H (hydrogen), halogen, cyano, Ci-C₆ alkyl optionally substituted with up to five fluoro, Ci-C₆ alkoxy optionally substituted with up to five fluoro, C2-C6 alkenyl optionally substituted with up to five fluoro, C2-C6 alkynyl optionally substituted with up to five fluoro, C₃-C7 cycloalkyl optionally substituted with up to five fluoro, and C₃-C7 cycloalkenyl optionally substituted with up to five fluoro;

R^10b is selected from the group consisting of R^10bb, H (hydrogen), halogen, cyano, Ci-C₆ alkyl optionally substituted with up to five fluoro, Ci-C₆ alkoxy optionally substituted with up to five fluoro, C2-C6 alkenyl optionally substituted with up to five fluoro, C2-C6 alkynyl optionally substituted with up to five fluoro, C₃-C7 cycloalkyl optionally substituted with up to five fluoro, and C₃-C7 cycloalkenyl optionally substituted with up to five fluoro;

R^10c is selected from the group consisting of H (hydrogen), R^USC>2-, R^uC(=0)-, Ci-C₆ alkyl optionally substituted with up to five fluoro, and C₃-C7 cycloalkyl optionally substituted with up to five fluoro, or R^10c is R^10cc when R^10b is j^lObb.

R^10cc and ^10bb together with the atoms to which they are attached is a five- membered heteroaryl optionally substituted with one or more substituents each separately selected from the group consisting of halogen, cyano, Ci-C₆ alkyl optionally substituted with up to five fluoro, Ci-C₆ alkoxy optionally substituted with up to five fluoro, Ci-C₆ alkylC(=0 and C₃-C7 cycloalkylC(=0 ;

A⁴ is selected from the group consisting of C₃-C7 cycloalkenyl, C₃-C7 cycloalkyl, Ci-C₆ alkyl, Ci-C₆ heteroalkyl, C2-C6 alkenyl, Ci-C₆ alkoxy, -(CH2)_mNR^PR^L, heterocycle, polycyclic heterocyclyl, aryl, and heteroaryl, said C₃-C7 cycloalkenyl, C₃-C7 cycloalkyl, Ci-C₆ alkyl, Ci-C₆ heteroalkyl, C2-C6 alkenyl, heterocycle, polycyclic heterocyclyl, aryl, and heteroaryl, each optionally substituted with one or more substituents selected from the group consisting of R¹, R², and R³;

G⁴ is selected from the group consisting of polycyclic heterocyclyl, aryl, and heteroaryl, each optionally substituted with one or more substituents selected from the group consisting of R⁴, R⁵, and R⁶;

A⁵ is selected from the group consisting of polycyclic heterocyclyl, aryl and heteroaryl, each optionally substituted with one or more substituents selected from the group consisting of R¹, R², and R³;

each R^B is separately selected from the group consisting of hydrogen, an optionally substituted Ci-C₆ alkyl, an optionally substituted C2-C6 alkenyl, and an optionally substituted C₃-C7 cycloalkyl;

each -NR^ER^F is separately selected, wherein each R^E is independently selected from the group consisting of hydrogen and an optionally Ci-C₆ alkyl, and each R^F is independently selected from the group consisting of aryl and heteroaryl, said aryl and heteroaryl in the definition of R^F are each optionally substituted with halogen, cyano, Ci-C₆ alkyl, Ci-C₆ alkoxy, C₃-C7 cycloalkyl, C₃-C7 cycloalkenyl, -C(=0)NR^NR°, -OC(=0)NR^NR°, -NHC(=0)NR^NR°, -0(CH₂)_qNR^NR°, -NH(CH₂)_qNR^NR° -(CH₂)_PNR^NR°, an optionally substituted aryl and an optionally substituted heteroaryl, and said aryl and heteroaryl in the definition of R^F are each further optionally fused with an optionally substituted nonaromatic heterocycle or an optionally substituted nonaromatic carbocycle;

R^G is selected from the group consisting of Ci-C₆ alkyl, C₃-C6 cycloalkyl, C₃-C8 cycloalkenyl, Ci-C₆ heteroalkyl, Ci-C₆ heteroalkenyl, Ci-C₆ heteroalkynyl, heterocycle, aryl, and heteroaryl, each optionally substituted with one or more substituents selected from the group consisting of R⁴, R⁵, and R⁶, said aryl and heteroaryl in the definition of R^G are each further optionally fused with an optionally substituted nonaromatic heterocycle or an optionally substituted nonaromatic carbocycle, or R^G is -OR^L or -NR^PR^L;

R^H is selected from the group consisting of hydrogen, Ci-C₆ alkyl, C2-C6 alkenyl, C₃-C7 cycloalkyl, and C1-C₃ haloalkyl, or -NR^GR^H is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom;

each R¹ is separately selected from the group consisting of halogen, cyano, an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ alkoxy, an optionally substituted C2-C6 alkenyl, an optionally substituted C2-C6 alkynyl, an optionally substituted C₃-C7 cycloalkyl, optionally substituted C₃-C7 cycloalkenyl, an optionally substituted Ci-C₆ haloalkyl, an optionally substituted Ci-C₆ heteroalkyl, an optionally substituted aryl, and an optionally substituted heteroaryl;

each R² is separately selected from the group consisting of halogen, -OCCHaimOR¹, -(CH₂)_mOR', -NR^JR^K, -(CH₂)_mSR\ -C(=0)R^L, -(CH₂)_mR^L, an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ alkoxy, an optionally substituted C2-C6 alkenyl, an optionally substituted Ci-C₆ haloalkyl, an optionally substituted Ci-C₆ heteroalkyl, and an optionally substituted C₃-C7 cycloalkyl where said C₃-C7 cycloalkyl is further optionally fused with aryl or heteroaryl;

each R³ is separately selected from the group consisting of halogen, -(CH₂)_mOR^G, -NR^LC(=0)R^M, -NR^LC(=0)OR^M, -NR^LC(=0)NR^NR°, -NR^NR°, -(CH₂)_mS(O)₀-₂R^M, -(CH₂)_mNHS(O)₀-₂R^M, -(CH₂)_mN0₂, -(CH₂)_mCN, -(CH₂)_mR^p, Ci-C₆ alkyl Ci-C₆ alkoxy, C₂-C₆ alkenyl, C₂-C₆ alkynyl, C₃-C7 cycloalkyl, Ci-C₆ haloalkyl, heterocycle, aryl, polycyclic heterocyclyl, and heteroaryl, said heterocycle, aryl polycyclic heterocyclyl, and heteroaryl in the definition of R³ are each optionally substituted with halogen, hydroxy, cyano, Ci-C₆ alkyl, Ci-C₆ haloalkyl, Ci-C₆ alkoxy, -C(=0)OR^M, or -NR^JR^K;

each R⁴ is separately selected from the group consisting of halogen, cyano, an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ alkoxy, an optionally substituted C2-C6 alkenyl, an optionally substituted C2-C6 alkynyl, an optionally substituted C₃-C7 cycloalkyl, an optionally substituted Ci-C₆ haloalkyl, an optionally substituted Ci-C₆ heteroalkyl, an optionally substituted aryl, and an optionally substituted heteroaryl;

each R⁵ is separately selected from the group consisting of halogen, -OCCHaimOR¹, -(CH₂)_mOR', -NR^JR^K, -(CH₂)_mSR\ -(CH₂)_mC(=0)R^L, -(CH₂)_mR^L, an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ alkoxy, an optionally substituted C2-C6 alkenyl, an optionally substituted C₃-C7 cycloalkyl, an optionally substituted Ci-C₆ haloalkyl, and an optionally substituted Ci-C₆ heteroalkyl;

each R⁶ is separately selected from the group consisting of halogen, -(CH₂)_mOR^G, -NR^LC(=0)R^M, -NR^LC(=0)OR^M, -NR^LC(=0)NR^NR°, -NR^NR°, -(CH₂)_mS(O)₀-₂R^M, -(CH₂)_mNHS(O)₀-₂R^M, -(CH₂)_mN0₂, -(CH₂)_mCN, -(CH₂)_mR^p, Ci-C₆ alkyl, Ci-C₆ alkoxy, C₂-C₆ alkenyl, C₂-C₆ alkynyl, C₃-C7 cycloalkyl, Ci-C₆ haloalkyl, Ci-C₆ heteroalkyl, heterocycle, aryl, polycyclic heterocyclyl, and heteroaryl, said heterocycle, aryl, polycyclic heterocyclyl, and heteroaryl in the definition of R⁶ are each optionally substituted with halogen, cyano, Ci-C₆ alkyl, Ci- C₆ haloalkyl, Ci-C₆ alkoxy, -C(=0)OR^M, or -NR^JR^K;

each R¹ is separately selected from the group consisting of hydrogen, Ci-C₆ alkyl, C₂-C₄ alkenyl, C₂-C₄ alkynyl, C₃-C7 cycloalkyl, Ci-C₆ haloalkyl, Ci-C₆ heteroalkyl, and Ci-C₆ heterohaloalkyl;

each -NR^JR^K is separately selected, wherein R^J and R^K are each independently selected from the group consisting of hydrogen, Ci-C₆ alkyl optionally substituted with up to 5 fluoro, -(CH₂)_mOR^JA, -(CH₂)_mNR^JBR^JC, -(CH₂)_mR^R, C₃-C7 cycloalkyl, heterocycle, aryl and heteroaryl, said C₃-C7 cycloalkyl, heterocycle, aryl and heteroaryl in the definition of R^J and R^K are each independently optionally substituted with one or more substituents selected from the group consisting of halo, Ci-C₆ alkyl, Ci-C₆ haloalkyl, Ci-C₆ alkoxy, aryl and heteroaryl, said aryl and heteroaryl substituent off of R^J and R^K are each optionally substituted with one or more halo, Ci-C₆ alkyl, Ci-C₆ haloalkyl, Ci-C₆ alkoxy, or -(CH₂)_mNR^KAR^KB; or is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom;

each R^JA is independently selected from the group consisting of hydrogen, Ci-C₆ alkyl, and Ci-C₆ haloalkyl;

each -NR R is separately selected, wherein R and R are each independently selected from the group consisting of hydrogen, Ci-C₆ alkyl, and Ci-C₆ haloalkyl;

each KA KB eparately selected, wherein KA KB

-NR R is s R and R are each independently selected from the group consisting of hydrogen, Ci-C₆ alkyl, and Ci-C₆ haloalkyl;

each R^M is independently selected from the group consisting of hydrogen, an optionally substituted Ci-C₆ alkyl, an optionally substituted C2-C4 alkenyl, an optionally substituted C2-C4 alkynyl, an optionally substituted C₃-C7 cycloalkyl, an optionally substituted C₃-C7 cycloalkenyl, and -(CH2)_mR^P;

each -NR^NR° is separately selected, wherein R^N and R° are each independently selected from the group consisting of hydrogen, -(CH2)_mNR^NAR^NB, aryl and heteroaryl, said aryl and heteroaryl in the definition of R^N and R° are each independently optionally substituted with one or more substituents selected from the group consisting of -(CH₂)_mNR^OAR^OB, halo, Ci-C₆ alkyl, Ci-C₆ haloalkyl, Ci-C₆ alkoxy, aryl and heteroaryl, said aryl and heteroaryl substituent off of R^N and R° are each optionally substituted with one or more halo, Ci-C₆ alkyl, Ci-C₆ haloalkyl, Ci-C₆ alkoxy, or -NR^NAR^NB,

each -NR^NAR^NB is separately selected, wherein R^NA and R^NB are each independently selected from the group consisting of hydrogen, Ci-C₆ alkyl, and Ci-C₆ haloalkyl;

each -NR^OAR^OB is separately selected, wherein R^OA and R^OB are each independently selected from the group consisting of hydrogen, Ci-C₆ alkyl, and Ci-C₆ haloalkyl; each R^p is independently selected from the group consisting of hydrogen and d-Ce alkyl;

each R^L is independently selected from the group consisting of C₃-C7 cycloalkyl, optionally substituted Ci-C₆ alkyl, optionally substituted Ci-C₆ alkoxy, -(CH₂)_mOR^LA, -(CH₂)_mNR^LBR^LC, aryl and heteroaryl, said aryl and heteroaryl in the definition of R^L are each independently optionally substituted with one or more substituents selected from the group consisting of halo, Ci-C₆ alkyl, Ci-C₆ haloalkyl, Ci-C₆ alkoxy, -(CH2)_mNR^LDR^LE, aryl and heteroaryl, said aryl and heteroaryl substituent off of R^L are each optionally substituted with one or more halo, Ci-C₆ alkyl, Ci-C₆ haloalkyl, Ci-C₆ alkoxy, or -(CH₂)_mNR^LFR^LG;

each R^LA is independently selected from the group consisting of hydrogen, Ci-C₆ alkyl, and Ci-C₆ haloalkyl;

R^LB and R^LC are each independently selected from the group consisting of hydrogen, Ci-C₆ alkyl, Ci-C₆ haloalkyl, and Ci-C₆ heteroalkenyl, said Ci-C₆ alkyl, Ci-C₆ haloalkyl, and Ci-C₆ heteroalkenyl each optionally substituted with one or more halogen, cyano, or -(CH₂)_mC(=0)OH; or is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom;

each -NR^LDR^LE is separately selected, wherein R^LD and R^LE are each independently selected from the group consisting of hydrogen, aryl, heteroaryl, and optionally substituted Ci-C₆ alkyl, said aryl and heteroaryl in the definition of R^LD and R^LE are each optionally substituted with Ci-C₆ alkyl or Ci-C₆ alkoxy; or -NR^LDR^LE is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom;

each -NR R is separately selected, wherein R and R are each independently selected from the group consisting of hydrogen, and Ci-C₆ alkyl; or -NR LF R LG is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom;

R^R is selected from the group consisting of Ci-C₆ alkyl, an optionally substituted aryl, and an optionally substituted heteroaryl;

R^u is selected from the group consisting of C₃-C7 cycloalkyl Ci-C₆ alkyl optionally substituted with up to 5 fluoro, and an optionally substituted heteroaryl; each m is independently 0, 1, 2, or 3;

each p is independently 0, 1, 2, 3, 4, 5, or 6; and

each q is independently 1, 2, 3, 4, 5, or 6.

The compound of claim 1, having the formula Villa:

and pharmaceutically acceptable salts thereof.

The compound of claim 2, having the formula VHIaa:

and pharmaceutically acceptable salts thereof.

The compound of claim 3, having the formula Vlllab:

and pharmaceutically acceptable salts thereof.

5. The compound of claim 3,

wherein:

A-J is and Q-G is

A⁴ is selected from the group consisting of aryl and heteroaryl, where at least one atom forming the heteroaryl aromatic ring is a N (nitrogen), and said aryl and heteroaryl are each optionally substituted with one or more substituents selected from the group consisting of R¹, R², and R³, and;

G⁴ is selected from the group consisting of aryl, and heteroaryl, each optionally substituted with one or more substituents selected from the group consisting of R⁴, R⁵, and R⁶.

6. The compound of claim 3,

wherein: A-J is and Q-G is

A⁴ is selected from the group consisting of aryl and heteroaryl, where at least one atom forming the heteroaryl aromatic ring is a N (nitrogen), and said aryl and heteroaryl are each optionally substituted with one or more substituents selected from the group consisting of R¹, R², and R³, and;

G⁴ is selected from the group consisting of aryl and heteroaryl, where at least one atom forming the heteroaryl aromatic ring is a N (nitrogen), and said aryl and heteroaryl are each optionally substituted with one or more substituents selected from the group consisting of R⁴, R⁵, and R⁶.

7. The compound of claim 1, having the formula VHIb:

and pharmaceutically acceptable salts thereof,

wherein:

L⁵ is E^E¹ or E²-E²;

each E¹ is separately selected from the group consisting of -CR^10dd- and N (nitrogen);

each R^10dd is separately selected from the group consisting of H (hydrogen), halogen, cyano, Ci-C₆ alkyl optionally substituted with up to five fluoro, Ci-C₆ alkoxy optionally substituted with up to five fluoro, Ci-C₆ alkylC(=0)- and C₃-C₇ cycloalkylC(=0)-;

each E² is separately selected from the group consisting of -CR⁷R⁸- and NR⁹;

R⁷ and R⁸ are each independently selected from the group consisting of hydrogen, -OH, and Ci-C₆ alkyl optionally substituted with up to five fluoro, or optionally CR⁷R⁸ is -C(=0)-; and,

R⁹ is selected from the group consisting of hydrogen, C₃-C₇cycloalkylC(0)- and Ci-C₆ alkylC(O)-, and Ci-C₆ alkyl optionally substituted with up to five fluoro. 8. The compound of claim 7, having the formula Vlllbb:

and pharmaceutically acceptable salts thereof, wherein:

E^1A is N (nitrogen) and E^1B is -CH-,

or E^1A is -CH- and E^1B is -CH-,

or E^1A is -CH- and E^1B is N (nitrogen); and

The compound of claim 8, having the formula Vlllbbb:

and pharmaceutically acceptable salts thereof, wherein:

A⁴ is selected from the group consisting of C5-C7 cycloalkenyl, C₃-C6 cycloalkyl, Ci-C₆ alkyl, Ci-C₆ heteroalkyl, C2-C6 alkenyl, -NR^PR^L, heterocycle, aryl, and heteroaryl, said C5-C7 cycloalkenyl, C₃-C6 cycloalkyl, Ci-C₆ alkyl, Ci-C₆ heteroalkyl, C2-C6 alkenyl, heterocycle, aryl, and heteroaryl, each optionally substituted with one or more substituents selected from the group consisting of R¹, R², and R³;

each R¹ is separately selected from the group consisting of halogen, cyano, an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ alkoxy, an optionally substituted Ci-C₆ heteroalkyl, an optionally substituted aryl, and an optionally substituted heteroaryl;

each R² is separately selected from the group consisting of -0(CH2)_mOR^I, -(CH₂)_mOR', -NR^JR^K, -(CH₂)_mSR', -C(=0)R^L, and -(CH₂)_mR^L;

each R³ is separately selected from the group consisting of -(CH2)_mOR^G, -NR^LC(=0)R^M, -NR^LC(=0)OR^M, -NR^LC(=0)NR^NR°, -NR^NR°, -(CH₂)_mS(O)₀-₂R^M, -(CH₂)_mNHS(O)₀-₂R^M, -(CH₂)_mN0₂, -(CH₂)_mCN, -(CH₂)_mR^p, heterocycle, aryl, polycyclic heterocyclyl, and heteroaryl, said heterocycle, aryl polycyclic heterocyclyl, and heteroaryl in the definition of R³ are each optionally substituted with halogen, hydroxy, cyano, Ci-C₆ alkyl, Ci-C₆ haloalkyl, Ci-C₆ alkoxy, -C(=0)OR^M, or NR^JR^K;

G⁴ is selected from the group consisting of aryl, and heteroaryl, each optionally substituted with one or more substituents selected from the group consisting of R⁴, R⁵, and R⁶;

each R⁴ is separately selected from the group consisting of halogen, cyano, an optionally substituted Ci-C₆ alkyl, and an optionally substituted Ci-C₆ heteroalkyl; each R⁵ is separately selected from the group consisting of halogen, -(CH₂)_mOH, -NR^JR^K, and -(CH₂)_mC(=0)R^L;

each R^L is independently selected from the group consisting of -OH, Ci-C₆ alkyl, and Ci-C₆ alkoxy; each R⁶ is separately selected from the group consisting of -NR^LC(=0)R^M, -NR^LC(=0)OR^M, -NR^LC(=0)NR^NR°, -NR^NR°, -(CH₂)_mR^P, heterocycle, aryl, polycyclic heterocyclyl, and heteroaryl, said heterocycle, aryl, polycyclic heterocyclyl, and heteroaryl in the definition of R⁶ are each optionally substituted with halogen, cyano, Ci-C₆ alkyl, Ci-C₆ haloalkyl, Ci-C₆ alkoxy, -C(=0)OR^M, or NR^JR^K;

R^G within the definition of -NR^GR^H is heteroaryl optionally substituted with one or more substituents selected from the group consisting of R⁴, R⁵, and R⁶; and,

R^H within the definition of -NR^GR^H is hydrogen.

10. A compound of Formula IX:

( )

and pharmaceutically acceptable salts thereof;

wherein:

each E is separately selected from the group consisting of -CR^10a- and N (nitrogen);

each R^10a is separately selected from the group consisting of H (hydrogen), halogen, Ci-C₆ alkyl optionally substituted with up to five fluoro, and Ci-C₆ alkoxy optionally substituted with up to five fluoro;

E³ is O (oxygen), N-NHR^Q or N-OR^Q where R^Q in the definition of E³ is selected from the group consisting of hydrogen, Ci-C₆ alkyl, C2-C6 alkenyl, -(CH^R⁸⁴, and -C(=0)(CH₂)_mR^RA;

R¹^ is selected from the group consisting of Ci-C₆ alkyl, aryl, and heteroaryl;

A⁹ is hydrogen or Ci-C₆ alkyl;

A¹⁰ is selected from the group consisting of Ci-C₆ alkyl, C2-C6 alkenyl, -C(=0)R^A, -C(=0)C(=0)R^A ,-(CH₂)R^B, -(CH₂)OR^B; R^A is selected from the group consisting of Ci-C₆ alkyl, C₃-C7 cycloalkyl, heterocycle, polycyclic heterocyclyl, aryl and heteroaryl, each optionally substituted with one or more substituents selected from the group consisting of R¹, R², and R³;

R^B is selected from the group consisting of hydrogen, Ci-C₆ alkyl, Ci-C₆ alkoxy, C2-C6 alkenyl, C₃-C7 cycloalkyl, and heteroaryl;

G⁴ is selected from the group consisting of polycyclic heterocyclyl, aryl, and heteroaryl, each optionally substituted with one or more substituents selected from the group consisting of R⁴, R⁵, and R⁶;

each R¹ is separately selected from the group consisting of halogen, cyano, Ci-C₆ heteroalkyl, an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ alkoxy, an optionally substituted C2-C6 alkenyl, an optionally substituted C2-C6 alkynyl, an optionally substituted C₃-C7 cycloalkyl, optionally substituted C₃-C7 cycloalkenyl, an optionally substituted Ci-C₆ haloalkyl, an optionally substituted aryl, and an optionally substituted heteroaryl;

each R² is separately selected from the group consisting of halogen, -CXCH^OR¹, -(CH₂)_mOR', -NR^JR^K, -(CH₂)_mSR\ -C(=0)R^L, -(CH₂)_mR^L, C C₆ heteroalkyl, an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ alkoxy, an optionally substituted C2-C6 alkenyl, an optionally substituted Ci-C₆ haloalkyl, and an optionally substituted C₃-C7 cycloalkyl where said C₃-C7 cycloalkyl is further optionally fused with aryl or heteroaryl;

each R³ is separately selected from the group consisting of halogen, -(CH₂)_mOR^G, -NR^LC(=0)R^M, -NR^LC(=0)OR^M, -NR^LC(=0)NR^NR°, -NR^NR°, -(CH₂)_mS(O)₀-₂R^M, -(CH₂)_mNHS(O)₀-₂R^M,-(CH₂)_mCN, -(CH₂)_mR^p, d-C₆ alkyl Ci-C₆ alkoxy, C₂-C₆ alkenyl, C₂-C₆ alkynyl, C₃-C7 cycloalkyl, Ci-C₆ haloalkyl, heterocycle, aryl, polycyclic heterocyclyl, and heteroaryl, said heterocycle, aryl polycyclic heterocyclyl, and heteroaryl in the definition of R³ are each optionally substituted with halogen, hydroxy, cyano, Ci-C₆ alkyl, Ci-C₆ haloalkyl, Ci-C₆ alkoxy, -C(=0)OR^M, or -NR^JR^K;

each R⁴ is separately selected from the group consisting of halogen, cyano, Ci-C₆ heteroalkyl, an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ alkoxy, an optionally substituted C₂-C₆ alkenyl, an optionally substituted C₂-C₆ alkynyl, an optionally substituted C₃-C7 cycloalkyl, an optionally substituted Ci-C₆ haloalkyl, an optionally substituted aryl, and an optionally substituted heteroaryl; each R⁵ is separately selected from the group consisting of halogen, -CXCH^OR¹, -(CH₂)_mOR', -NR^JR^K, -(CH₂)_mSR\ -(CH₂)_mC(=0)R^L, -(CH₂)_mR^L, Ci-C₆ heteroalkyl, an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ alkoxy, an optionally substituted C2-C6 alkenyl, an optionally substituted C₃-C7 cycloalkyl, and an optionally substituted Ci-C₆ haloalkyl;

each R⁶ is separately selected from the group consisting of halogen, -(CH₂)_mOR^G, -NR^LC(=0)R^M, -NR^LC(=0)OR^M, -NR^LC(=0)NR^NR°, -NR^NR°, -(CH₂)_mS(O)₀-₂R^M, -(CH₂)_mNHS(O)₀-₂R^M,-(CH₂)_mCN, -(CH₂)_mR^p, d-C₆ alkyl, Ci-C₆ alkoxy, C₂-C₆ alkenyl, C₂-C₆ alkynyl, C₃-C7 cycloalkyl, Ci-C₆ haloalkyl, Ci-C₆ heteroalkyl, heterocycle, aryl, polycyclic heterocyclyl, and heteroaryl, said heterocycle, aryl, polycyclic heterocyclyl, and heteroaryl in the definition of R⁶ are each optionally substituted with halogen, cyano, Ci-C₆ alkyl, Ci-C₆ haloalkyl, Ci-C₆ alkoxy, -C(=0)OR^M, or -NR^JR^K;

R^G is selected from the group consisting of Ci-C₆ alkyl, C₃-C6 cycloalkyl, C₃-C8 cycloalkenyl, Ci-C₆ heteroalkyl, Ci-C₆ heteroalkenyl, Ci-C₆ heteroalkynyl, heterocycle, aryl, and heteroaryl, each optionally substituted with one or more substituents selected from the group consisting of R⁴, R⁵, and R⁶, said aryl and heteroaryl in the definition of R^G are each further optionally fused with an optionally substituted nonaromatic heterocycle or an optionally substituted nonaromatic carbocycle, or R^G is -OR^L or -NR^PR^L;

each R¹ is separately selected from the group consisting of hydrogen, Ci-C₆ alkyl, C₂-C₄ alkenyl, C₂-C₄ alkynyl, C₃-C7 cycloalkyl, Ci-C₆ haloalkyl, Ci-C₆ heteroalkyl, and Ci-C₆ heterohaloalkyl;

each -NR^JR^K is separately selected, wherein R^J and R^K are each independently selected from the group consisting of hydrogen, Ci-C₆ alkyl optionally substituted with up to 5 fluoro, -(CH₂)_mOR^JA, -(CH₂)_mNR^JBR^JC, -(CH₂)_mR^R, C₃-C7 cycloalkyl, heterocycle, aryl and heteroaryl, said C₃-C7 cycloalkyl, heterocycle, aryl and heteroaryl in the definition of R^J and R^K are each independently optionally substituted with one or more substituents selected from the group consisting of halo, Ci-C₆ alkyl, Ci-C₆ haloalkyl, Ci-C₆ alkoxy, aryl and heteroaryl, said aryl and heteroaryl substituent off of R^J and R^K are each optionally substituted with one or more halo, C C₆ alkyl, C C₆ haloalkyl, C C₆ alkoxy, or -(CH₂)_mNR^KAR^KB; or is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom;

each R^JA is independently selected from the group consisting of hydrogen, Ci-C₆ alkyl, and Ci-C₆ haloalkyl;

each -NR R is separately selected, wherein R and R are each independently selected from the group consisting of hydrogen, Ci-C₆ alkyl, and Ci-C₆ haloalkyl;

each -NR^KAR^KB is separately selected, wherein R^KA and R^KB are each independently selected from the group consisting of hydrogen, Ci-C₆ alkyl, and Ci-C₆ haloalkyl;

each R^M is independently selected from the group consisting of hydrogen, an optionally substituted Ci-C₆ alkyl, an optionally substituted C2-C4 alkenyl, an optionally substituted C2-C4 alkynyl, an optionally substituted C₃-C7 cycloalkyl, an optionally substituted C₃-C7 cycloalkenyl, and -(CH₂)_mR^P;

each -NR^NR° is separately selected, wherein R^N and R° are each independently selected from the group consisting of hydrogen, -(CH2)_mNR^NAR^NB, aryl and heteroaryl, said aryl and heteroaryl in the definition of R^N and R° are each independently optionally substituted with one or more substituents selected from the group consisting of -(CH₂)_mNR^OAR^OB, halo, Ci-C₆ alkyl, Ci-C₆ haloalkyl, Ci-C₆ alkoxy, aryl and heteroaryl, said aryl and heteroaryl substituent off of R^N and R° are each optionally substituted with one or more halo, Ci-C₆ alkyl, Ci-C₆ haloalkyl, Ci-C₆ alkoxy, or -NR^NAR^NB,

each -NR^NAR^NB is separately selected, wherein R^NA and R^NB are each independently selected from the group consisting of hydrogen, Ci-C₆ alkyl, and Ci-C₆ haloalkyl;

each -NR^OAR^OB is separately selected, wherein R^OA and R^OB are each independently selected from the group consisting of hydrogen, Ci-C₆ alkyl, and Ci-C₆ haloalkyl;

R^p is selected from the group consisting of hydrogen and Ci-C₆ alkyl; each R^L is independently selected from the group consisting of C3-C7 cycloalkyl, optionally substituted Ci-C₆ alkyl, optionally substituted Ci-C₆ alkoxy, -(CH₂)_mOR^LA, -(CH₂)_mNR^LBR^LC, aryl and heteroaryl, said aryl and heteroaryl in the definition of R^L are each independently optionally substituted with one or more substituents selected from the group consisting of halo, Ci-C₆ alkyl, Ci-C₆ haloalkyl, Ci-C₆ alkoxy, -(CH2)_mNR^LDR^LE, aryl and heteroaryl, said aryl and heteroaryl substituent off of R^L are each optionally substituted with one or more halo, Ci-C₆ alkyl, Ci-C₆ haloalkyl, Ci-C₆ alkoxy, or -(CH₂)_mNR^LFR^LG;

each R^LA is independently selected from the group consisting of hydrogen, Ci-C₆ alkyl, and Ci-C₆ haloalkyl;

R^LB and R^LC are each independently selected from the group consisting of hydrogen, Ci-C₆ alkyl, Ci-C₆ haloalkyl, and Ci-C₆ heteroalkenyl, said Ci-C₆ alkyl, Ci-C₆ haloalkyl, and Ci-C₆ heteroalkenyl each optionally substituted with one or more halogen, cyano, or -(CH2)_mC(=0)OH; or is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom;

each -NR^LDR^LE is separately selected, wherein R^LD and R^LE are each independently selected from the group consisting of hydrogen, aryl, heteroaryl, and optionally substituted Ci-C₆ alkyl, said aryl and heteroaryl in the definition of R^LD and R^LE are each optionally substituted with Ci-C₆ alkyl or Ci-C₆ alkoxy; or -NR^LDR^LE is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom;

each -NR^LFR^LG is separately selected, wherein R^LF and R^LG are each independently selected from the group consisting of hydrogen, and Ci-C₆ alkyl; or -NR R is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom;

R^R is selected from the group consisting of Ci-C₆ alkyl, an optionally substituted aryl, and an optionally substituted heteroaryl; and

each m is independently 0, 1, 2, or 3, having the proviso that a compound of Formula IX is not selected from the group consisting of:

11. The compound of claim 10, having the formula IXa:

and pharmaceutically acceptable salts thereof, wherein:

Z is , or -C(=0)-; R^A is selected from the group consisting of heterocycle, polycyclic heterocyclyl, aryl and heteroaryl, each substituted with one or more substituents selected from the group consisting of R¹, R², and R³;

each R¹ is separately selected from the group consisting of chloro, cyano, Ci- C₆ alkyl, Ci-C₆ alkoxy, C2-C6 alkenyl, C2-C6 alkynyl, C₃-C7 cycloalkyl, C₃-C7 cycloalkenyl, and Ci-C₆ haloalkyl;

each R² is separately selected from the group consisting of -0(CH2)_mOR^I, -(CH₂)_mOR^I, -NR^JR^K, -(CH₂)_mSR^I, -C(=0)R^L, and -(CH₂)_mR^L; and

each R³ is separately selected from the group consisting of -(CH2)_mOR^G, -NR^LC(=0)R^M, -NR^LC(=0)OR^M, -NR^LC(=0)NR^NR°, -NR^NR°, -(CH₂)_mS(O)₀-₂R^M, -(CH₂)_mNHS(O)₀-₂R^M, -(CH₂)_mCN, -(CH₂)_mR^p, heterocycle, aryl, polycyclic heterocyclyl, and heteroaryl, said heterocycle, aryl polycyclic heterocyclyl, and heteroaryl in the definition of R³ are each optionally substituted with halogen, hydroxy, cyano, Ci-C₆ alkyl, Ci-C₆ haloalkyl, Ci-C₆ alkoxy, -C(=0)OR^M, or NR^JR^K.

12. The compound of claim 11 , having the formula IXaa:

and pharmaceutically acceptable salts thereof,

wherein:

G⁴ is selected from the group consisting of polycyclic heterocyclyl, aryl, and heteroaryl, each substituted with one or more substituents selected from the group consisting of R⁴, R⁵, and R⁶;

each R⁴ is separately selected from the group consisting of chloro, cyano, an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ alkoxy, an optionally substituted C₂-C₆ alkenyl, an optionally substituted C₂-C₆ alkynyl, an optionally substituted C₃-C7 cycloalkyl, an optionally substituted Ci-C₆ haloalkyl, an optionally substituted Ci-C₆ heteroalkyl, an optionally substituted aryl, and an optionally substituted heteroaryl; each R⁵ is separately selected from the group consisting of -0(CH₂)_mOR^I, -(CH₂)_mOR^I, -NR^JR^K, -(CH₂)_mSR\ -(CH₂)_mC(=0)R^L, -(CH₂)_mR^L, an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ alkoxy, an optionally substituted C₂-C₆ alkenyl, an optionally substituted C₃-C7 cycloalkyl, an optionally substituted Ci-C₆ haloalkyl, and an optionally substituted Ci-C₆ heteroalkyl;

each R⁶ is separately selected from the group consisting of -(CH₂)_mOR^G, -NR^LC(=0)R^M, -NR^LC(=0)OR^M, -NR^LC(=0)NR^NR°, -NR^NR°, -(CH₂)_mS(O)₀-₂R^M, -(CH₂)_mNHS(O)₀-₂R^M, -(CH₂)_mN0₂, -(CH₂)_mCN, -(CH₂)_mR^p, d-C₆ alkyl, d-C₆ alkoxy, C₂-C₆ alkenyl, C₂-C₆ alkynyl, C₃-C7 cycloalkyl, Ci-C₆ haloalkyl, Ci-C₆ heteroalkyl, heterocycle, aryl, polycyclic heterocyclyl, and heteroaryl, said heterocycle, aryl, polycyclic heterocyclyl, and heteroaryl in the definition of R⁶ are each optionally substituted with halogen, cyano, Ci-C₆ alkyl, Ci-C₆ haloalkyl, Ci-C₆ alkoxy, -C(=0)OR^M, or -NR^JR^K.

13. The compound of claim 11, wherein:

each R¹ is separately selected from the group consisting of cyano, an optionally substituted d-d alkyl, an optionally substituted d- alkoxy, an optionally substituted Ci- heteroalkyl, an optionally substituted aryl, and an optionally substituted heteroaryl;

each R² is separately selected from the group consisting of -0(CH₂)_mOR^I, -(CHaimOR¹, -NR^JR^K, -(CH₂)_mSR\ -C(=0)R^L, and -(CH₂)_mR^L;

each R³ is separately selected from the group consisting of -(CH₂)_mOR^G, -NR^LC(=0)R^M, -NR^LC(=0)OR^M, -NR^LC(=0)NR^NR°, -NR^NR°, -(CH₂)_mS(O)₀-₂R^M, -(CH₂)_mNHS(O)₀-₂R^M, -(CH₂)_mN0₂, -(CH₂)_mCN, -(CH₂)_mR^p, heterocycle, aryl, polycyclic heterocyclyl, and heteroaryl, said heterocycle, aryl polycyclic heterocyclyl, and heteroaryl in the definition of R³ are each optionally substituted with halogen, hydroxy, cyano, Ci-C₆ alkyl, Ci-C₆ haloalkyl, Ci-C₆ alkoxy, -C(=0)OR^M, or NR^JR^K;

each R⁴ is separately selected from the group consisting of cyano, an optionally substituted Ci- alkyl, and an optionally substituted Ci- heteroalkyl; each R⁵ is separately selected from the group consisting of -(CH₂)_mOH, -NR^JR^K, and -(CH₂)_mC(=0)R^L; each R^L is independently selected from the group consisting of -OH, Ci-C₆ alkyl, and Ci-C₆ alkoxy; and

each R⁶ is separately selected from the group consisting of -NR^LC(=0)R^M, -NR^LC(=0)OR^M, -NR^LC(=0)NR^NR°, -NR^NR°, -(CH₂)_mR^P, heterocycle, aryl, polycyclic heterocyclyl, and heteroaryl, said heterocycle, aryl, polycyclic heterocyclyl, and heteroaryl in the definition of R⁶ are each optionally substituted with halogen, cyano, Ci-C₆ alkyl, Ci-C₆ haloalkyl, Ci-C₆ alkoxy, -C(=0)OR^M, or NR^JR^K.

14. A compound of Formula I:

and pharmaceutically acceptable salts, esters, stereoisomers, tautomers or prodrugs thereof for use in treating an anemia, a neutropenia, a cardiovascular disorder, an immune/autoimmune disorder, or a neurologic disorder;

wherein:

or A-J is

A¹ is selected from the group consisting of C₃-C7 cycloalkenyl, C₃-C7 cycloalkyl, Ci-C₆ alkyl, C₂-C₆ alkenyl, Ci-C₆ alkoxy, -(CH₂)_mNR^PR^L, heterocycle, aryl, and heteroaryl, said C₃-C7 cycloalkenyl, C₃-C7 cycloalkyl, heterocycle, aryl, and heteroaryl, each optionally substituted with one or more substituents selected from the group consisting of R¹, R², and R³, said aryl and heteroaryl in the definition of A¹ are each further optionally fused with an optionally substituted nonaromatic heterocycle or an optionally substituted nonaromatic carbocycle;

J¹ is selected from the group consisting of -(CH₂)_rNR^BC(=0)(CH₂)_m- and -(CH₂)_rNR^B(CH₂)_m-, and -(CH₂)_r-;

G¹ is selected from the group consisting of aryl and heteroaryl, each optionally substituted with one or more substituents selected from the group consisting of R⁴, R⁵, and R⁶, said aryl and heteroaryl in the definition of G¹ are each further optionally fused with an optionally substituted nonaromatic heterocycle or an optionally substituted nonaromatic carbocycle;

A² is selected from the group consisting of aryl and heteroaryl, each optionally substituted with one or more substituents selected from the group consisting of R¹, R², and R³, said aryl and heteroaryl in the definition of A² are each further optionally fused with an optionally substituted nonaromatic heterocycle or an optionally substituted nonaromatic carbocycle;

G² is selected from the group consisting of aryl and heteroaryl, each optionally substituted with one or more substituents selected from the group consisting of R⁴, R⁵, and R⁶, said aryl and heteroaryl in the definition of G² are each further optionally fused with an optionally substituted nonaromatic heterocycle or an optionally substituted nonaromatic carbocycle; J³ is selected from the group consisting of an optionally substituted aryl, -(CH₂)_mNR^BC(=0)(CH₂)_m-, -(CH₂)_rO(CH₂)_m-, -(CH₂)_rNR^B(CH₂)_m-, and -(CH=CH)_m-;

Q³ is selected from the group consisting of an optionally substituted aryl, -(CH₂)_rNR^BC(=0)(CH₂)_m-, -(CH₂)_rO(CH₂)_m-, -(CH₂)_rNR^B(CH₂)_m-, and -(CH=CH)_r-;

A⁴ is selected from the group consisting of C₃-C7 cycloalkenyl, C₃-C7 cycloalkyl, Ci-C₆ alkyl, Ci-C₆ heteroalkyl, C₂-C₆ alkenyl, Ci-C₆ alkoxy, -(CH₂)_mNR^pR^L, heterocycle, aryl, and heteroaryl, said C₃-C7 cycloalkenyl, C₃-C7 cycloalkyl, Ci-C₆ alkyl, Ci-C₆ heteroalkyl, C₂-C₆ alkenyl, heterocycle, aryl, and heteroaryl, each optionally substituted with one or more substituents selected from the group consisting of R¹, R², and R³, and said aryl and heteroaryl in the definition of A⁴ are each further optionally fused with an optionally substituted nonaromatic heterocycle or an optionally substituted nonaromatic carbocycle;

G⁴ is selected from the group consisting of C₃-C7 cycloalkenyl, aryl, and heteroaryl, each optionally substituted with one or more substituents selected from the group consisting of R⁴, R⁵, and R⁶, said aryl and heteroaryl in the definition of G⁴ are each further optionally fused with an optionally substituted nonaromatic heterocycle or an optionally substituted nonaromatic carbocycle;

A⁵ is selected from the group consisting of aryl and heteroaryl, each optionally substituted with one or more substituents selected from the group consisting of R¹, R², and R³, said aryl and heteroaryl in the definition of A⁵ are each further optionally fused with an optionally substituted nonaromatic heterocycle or an optionally substituted nonaromatic carbocycle;

R^A is selected from the group consisting of -(CH₂)_PR^L, -(CH₂)_pOR^L, -S0₂R^L, -C(=0)R^L, -C(=0)NR^NR°, -(CH₂)_pNR^NR° , an aryl and an heteroaryl, said aryl and heteroaryl in the definition of R^A are each optionally substituted with halogen, cyano, Ci-C₆ haloalkyl, Ci-C₆ alkyl, Ci-C₆ alkoxy, C₃-C7 cycloalkyl, C₃-C7 cycloalkenyl, -C(=0)NR^NR°, -OC(=0)NR^NR°, -NHC(=0)NR^NR°, -0(CH₂)_qNR^NR°, -NH(CH₂)_qNR^NR°, -(CH₂)_pNR^NR°, an optionally substituted aryl and an optionally substituted heteroaryl, and said aryl and heteroaryl in the definition of R^A are each further optionally fused with an optionally substituted nonaromatic heterocycle or an optionally substituted nonaromatic carbocycle;

each R^B is separately selected from the group consisting of hydrogen, an optionally substituted Ci-C₆ alkyl, an optionally substituted C2-C6 alkenyl, and an optionally substituted C₃-C7 cycloalkyl;

each -NR^CR^D is separately selected, wherein each R^c is independently selected from the group consisting of hydrogen and an optionally Ci-C₆ alkyl, and each R^D is independently selected from the group consisting of aryl and heteroaryl, said aryl and heteroaryl in the definition of R^D are each optionally substituted with halogen, cyano, Ci-C₆ alkyl, Ci-C₆ alkoxy, C₃-C7 cycloalkyl, C₃-C7 cycloalkenyl, -C(=0)NR^NR°, -OC(=0)NR^NR°, -NHC(=0)NR^NR°, -0(CH₂)_qNR^NR°, -NH(CH₂)_qNR^NR° -(CH₂)_PNR^NR°, an optionally substituted aryl and an optionally substituted heteroaryl, and said aryl and heteroaryl in the definition of R^D are each further optionally fused with an optionally substituted nonaromatic heterocycle or an optionally substituted nonaromatic carbocycle;

each -NR^ER^F is separately selected, wherein each R^E is independently selected from the group consisting of hydrogen and an optionally Ci-C₆ alkyl, and each R^F is independently selected from the group consisting of aryl and heteroaryl, said aryl and heteroaryl in the definition of R^F are each optionally substituted with halogen, cyano, Ci-C₆ alkyl, Ci-C₆ alkoxy, C₃-C7 cycloalkyl, C₃-C7 cycloalkenyl, -C(=0)NR^NR°, -OC(=0)NR^NR°, -NHC(=0)NR^NR°, -0(CH₂)_qNR^NR°, -NH(CH₂)_qNR^NR° -(CH₂)pNR^NR°, an optionally substituted aryl and an optionally substituted heteroaryl, and said aryl and heteroaryl in the definition of R^F are each further optionally fused with an optionally substituted nonaromatic heterocycle or an optionally substituted nonaromatic carbocycle;

R^G within the definition of -NR^GR^H is selected from the group consisting of Ci-C₆ alkyl, C₃-C6 cycloalkyl, C₃-C8 cycloalkenyl, Ci-C₆ heteroalkyl, Ci-C₆ heteroalkenyl, Ci-C₆ heteroalkynyl, heterocycle, aryl, and heteroaryl, each optionally substituted with one or more substituents selected from the group consisting of R⁴, R⁵, and R⁶, said aryl and heteroaryl in the definition of R^G are each further optionally fused with an optionally substituted nonaromatic heterocycle or an optionally substituted nonaromatic carbocycle, or R^G is -OR^L or -NR^PR^L; R^H within the definition of -NR^GR^H is selected from the group consisting of hydrogen, Ci-C₆ alkyl, C₂-C6 alkenyl, C₃-C7 cycloalkyl, and C₁-C₃ haloalkyl, or is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom;

each R¹ is separately selected from the group consisting of halogen, cyano, an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ alkoxy, an optionally substituted C₂-C6 alkenyl, an optionally substituted C₂-C6 alkynyl, an optionally substituted C₃-C7 cycloalkyl, optionally substituted C₃-C7 cycloalkenyl, an optionally substituted Ci-C₆ haloalkyl, an optionally substituted Ci-C₆ heteroalkyl, an optionally substituted aryl, and an optionally substituted heteroaryl;

each R² is separately selected from the group consisting of halogen, -0(CH₂)_mOR^I, -(CH₂)_mOR', -NR^JR^K, -(CH₂)_mSR\ -C(=0)R^L, -(CH₂)_mR^L, an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ alkoxy, an optionally substituted C₂-C6 alkenyl, an optionally substituted Ci-C₆ haloalkyl, an optionally substituted Ci-C₆ heteroalkyl, and an optionally substituted C₃-C7 cycloalkyl where said C₃-C7 cycloalkyl is further optionally fused with aryl or heteroaryl;

each R³ is separately selected from the group consisting of halogen, -(CH₂)_mOR^G, -NR^LC(=0)R^M, -NR^LC(=0)OR^M, -NR^LC(=0)NR^NR°, -NR^NR°, -(CH₂)_mS(O)₀-₂R^M, -(CH₂)_mNHS(O)₀-₂R^M, -(CH₂)_mN0₂, -(CH₂)_mCN, -(CH₂)_mR^p, Ci-C₆ alkyl Ci-C₆ alkoxy, C₂-C₆ alkenyl, C₂-C₆ alkynyl, C₃-C7 cycloalkyl, Ci-C₆ haloalkyl, heterocycle, aryl, and heteroaryl, said heterocycle, aryl and heteroaryl in the definition of R³ are each optionally substituted with halogen, cyano, Ci-C₆ alkyl, Ci-C₆ haloalkyl, Ci-C₆ alkoxy, or -NR^JR^K;

each R⁴ is separately selected from the group consisting of halogen, cyano, an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ alkoxy, an optionally substituted C₂-C₆ alkenyl, an optionally substituted C₂-C₆ alkynyl, an optionally substituted C₃-C7 cycloalkyl, an optionally substituted Ci-C₆ haloalkyl, an optionally substituted Ci-C₆ heteroalkyl, an optionally substituted aryl, and an optionally substituted heteroaryl;

each R⁵ is separately selected from the group consisting of halogen, -0(CH₂)_mOR^I, -(CHai_mOR¹, -NR^JR^K, -(CH₂)_mSR\ -C(=0)R^L, -(CH₂)_mR^L, an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ alkoxy, an optionally substituted C2-C6 alkenyl, an optionally substituted C₃-C7 cycloalkyl, an optionally substituted Ci-C₆ haloalkyl, and an optionally substituted Ci-C₆ heteroalkyl;

each R⁶ is separately selected from the group consisting of halogen, -(CH₂)_mOR^G, -NR^LC(=0)R^M, -NR^LC(=0)OR^M, -NR^LC(=0)NR^NR°, -NR^NR°, -(CH₂)_mS(O)₀-₂R^M, -(CH₂)_mNHS(O)₀-₂R^M, -(CH₂)_mN0₂, -(CH₂)_mCN, -(CH₂)_mR^p, Ci-C₆ alkyl, Ci-C₆ alkoxy, C₂-C₆ alkenyl, C₂-C₆ alkynyl, C₃-C7 cycloalkyl, Ci-C₆ haloalkyl, Ci-C₆ heteroalkyl, heterocycle, aryl, and heteroaryl, said heterocycle, aryl and heteroaryl in the definition of R⁶ are each optionally substituted with halogen, cyano, Ci-C₆ alkyl, Ci-C₆ haloalkyl, Ci-C₆ alkoxy, or -NR^JR^K;

each R¹ is separately selected from the group consisting of hydrogen, Ci-C₆ alkyl, C₂-C₄ alkenyl, C₂-C₄ alkynyl, C₃-C7 cycloalkyl, Ci-C₆ haloalkyl, Ci-C₆ heteroalkyl, and Ci-C₆ heterohaloalkyl;

each -NR^JR^K is separately selected, wherein R^J and R^K are each independently selected from the group consisting of hydrogen, Ci-C₆ alkyl optionally substituted with up to 5 fluoro, -(CH₂)_mOR^JA, -(CH₂)_mNR^JBR^JC, -(CH₂)_mR^R, C₃-C7 cycloalkyl, heterocycle, aryl and heteroaryl, said C₃-C7 cycloalkyl, heterocycle, aryl and heteroaryl in the definition of R^J and R^K are each independently optionally substituted with one or more substituents selected from the group consisting of halo, Ci-C₆ alkyl, Ci-C₆ haloalkyl, Ci-C₆ alkoxy, aryl and heteroaryl, said aryl and heteroaryl substituent off of R^J and R^K are each optionally substituted with one or more halo, Ci-C₆ alkyl, Ci-C₆ haloalkyl, Ci-C₆ alkoxy, or -(CH₂)_mNR^KAR^KB; or is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom; or -NR^JR^K is an optionally substituted Ci-C₆ alkylideneamino;

each R^JA is independently selected from the group consisting of hydrogen, Ci-C₆ alkyl, and Ci-C₆ haloalkyl;

each -NR R is separately selected, wherein R and R are each independently selected from the group consisting of hydrogen, Ci-C₆ alkyl, and Ci-C₆ haloalkyl; each -NR R is separately selected, wherein R and R are each independently selected from the group consisting of hydrogen, Ci-C₆ alkyl, and Ci-C₆ haloalkyl;

each R^M is independently selected from the group consisting of hydrogen, an optionally substituted Ci-C₆ alkyl, an optionally substituted C2-C4 alkenyl, an optionally substituted C2-C4 alkynyl, an optionally substituted C₃-C7 cycloalkyl, an optionally substituted C₃-C7 cycloalkenyl, and -(CH2)_mR^P;

each -NR^NR° is separately selected, wherein R^N and R° are each independently selected from the group consisting of hydrogen, -(CH2)_mNR^NAR^NB, aryl and heteroaryl, said aryl and heteroaryl in the definition of R^N and R° are each independently optionally substituted with one or more substituents selected from the group consisting of -(CH₂)_mNR^OAR^OB, halo, Ci-C₆ alkyl, Ci-C₆ haloalkyl, Ci-C₆ alkoxy, aryl and heteroaryl, said aryl and heteroaryl substituent off of R^N and R° are each optionally substituted with one or more halo, Ci-C₆ alkyl, Ci-C₆ haloalkyl, Ci-C₆ alkoxy, or -NR^NAR^NB,

each -NR^NAR^NB is separately selected, wherein R^NA and R^NB are each independently selected from the group consisting of hydrogen, Ci-C₆ alkyl, and Ci-C₆ haloalkyl;

each -NR^OAR^OB is separately selected, wherein R^OA and R^OB are each independently selected from the group consisting of hydrogen, Ci-C₆ alkyl, and Ci-C₆ haloalkyl;

R^p is selected from the group consisting of hydrogen and Ci-C₆ alkyl;

each R^L is independently selected from the group consisting of C₃-C7 cycloalkyl, optionally substituted Ci-C₆ alkyl, optionally substituted Ci-C₆ alkoxy, -(CH₂)_mOR^LA, -(CH₂)_mNR^LBR^LC, aryl and heteroaryl, said aryl and heteroaryl in the definition of R^L are each independently optionally substituted with one or more substituents selected from the group consisting of halo, Ci-C₆ alkyl, Ci-C₆ haloalkyl, Ci-C₆ alkoxy, -(CH2)_mNR^LDR^LE, aryl and heteroaryl, said aryl and heteroaryl substituent off of R^L are each optionally substituted with one or more halo, Ci-C₆ alkyl, Ci-C₆ haloalkyl, Ci-C₆ alkoxy, or -(CH₂)_mNR^LFR^LG;

each R^LA is independently selected from the group consisting of hydrogen, Ci-C₆ alkyl, and Ci-C₆ haloalkyl; R and R are each independently selected from the group consisting of hydrogen, Ci-C₆ alkyl, Ci-C₆ haloalkyl, and Ci-C₆ heteroalkenyl; or is an optionally substituted non- aromatic heterocycle linked through a ring nitrogen atom;

each -NR^LDR^LE is separately selected, wherein R^LD and R^LE are each independently selected from the group consisting of hydrogen, aryl, heteroaryl, and optionally substituted Ci-C₆ alkyl, said aryl and heteroaryl in the definition of R^LD and R^LE are each optionally substituted with Ci-C₆ alkyl or Ci-C₆ alkoxy; or -NR^LDR^LE is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom;

each -NR R is separately selected, wherein R and R are each independently selected from the group consisting of hydrogen, and Ci-C₆ alkyl; or -NR LF R LG is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom;

L is selected from the group consisting of -0(CH₂)_pO-, Ci-C₇ alkyl, Ci-C₇ heteroalkyl, C₃-C7 cycloalkyl, C₃-C7 cycloalkenyl, an optionally substituted heterocycle, an optionally substituted aryl, and an optionally substituted heteroaryl, or L is selected from the group consisting of }- }, ΐ θ-L², I^-S-L², L^-NR'-L², \}-\}-\ , iA-lA-lA-L⁴, L¹-C(=E)-L², and lA-CR⁷R⁸-L²;

L¹ is selected from the group consisting of an optionally substituted aryl, an optionally substituted heteroaryl, and an optionally substituted heterocycle;

L² is selected from the group consisting of an optionally substituted aryl, an optionally substituted heteroaryl, and an optionally substituted heterocycle;

L³ is selected from the group consisting of an optionally substituted aryl, an optionally substituted heteroaryl, and an optionally substituted heterocycle;

L⁴ is an optionally substituted aryl;

E is O (oxygen), N-NHR^Q or N-OR^Q where R^Q in the definition of E is selected from the group consisting of hydrogen, an optionally substituted Ci-C₆ alkyl, an optionally substituted C₂-C₆ alkenyl, -(CH₂)_mR^R, and -C(=0)(CH₂)_mR^R;

R^R is selected from the group consisting of Ci-C₆ alkyl, an optionally substituted aryl, and an optionally substituted heteroaryl; R⁷ and R⁸ are each independently selected from the group consisting of hydrogen, Ci-C₆ alkyl, Ci-C₆ heteroalkyl, and -OH; or CR⁷R⁸ is a three - to eight- membered optionally substituted carbocycle, which optionally has one to three additional hetero atoms incorporated in the ring;

R⁹ is selected from the group consisting of hydrogen, Ci-C₆ alkyl, Ci-C₆ haloalkyl, Ci-C₆ heteroalkyl, C₃-C₇cycloalkylC(0)- and Ci-C₆ alkylC(O)-;

each m is independently 0, 1, 2, or 3;

each p is independently 0, 1, 2, 3, 4, 5, or 6;

each q is independently 1, 2, 3, 4, 5, or 6;

each r is independently 1, 2, 3, or 4; and

any bond represented by a dashed and solid line represents a bond selected from the group consisting of a single bond and a double bond.

15. The compound of Claim 14, having the formula la:

and pharmaceutically acceptable salts thereof.

16. The compound of Claim 14, having the formula lb:

and pharmaceutically acceptable salts thereof.

17. The compound of Claim 14, having the formula Ic:

and pharmaceutically acceptable salts thereof.

18. The compound of any one of Claims 14 to 17, wherein L is selected from the jroup consisting of an optionally substituted aryl, and an optionally substituted heteroaryl.

19. The compound of Claim 14, having the formula Id:

and pharmaceutically acceptable salts thereof.

20. The compound of Claim 19, wherein L is selected from the group consisting of an optionally substituted aryl, and an optionally substituted heteroaryl; or L is L¹-0-L²;

L¹ is selected from the group consisting of an optionally substituted aryl, and an optionally substituted heteroaryl; and

L² is selected from the group consisting of an optionally substituted aryl, and an optionally substituted heteroaryl.

21. The compound of Claim 14, having the formula Ie:

and pharmaceutically acceptable salts thereof.

22. The compound of Claim 21, wherein L is selected from the group consisting of -0(CH₂)_pO-, an optionally substituted aryl, and an optionally substituted heteroaryl, or L is IAL²;

J³ is selected from the group consisting of an optionally substituted aryl, -(CH₂)_MNR^BC(=0)-, -(CH₂)_rO-, and -(CH=CH)_m-;

Q³ is selected from the group consisting of an optionally substituted aryl, -(CH₂)_RNR^BC(=0)-, -(CH₂)_rO-, and -(CH=CH)_r-;

L¹ is selected from the group consisting of an optionally substituted aryl, and an optionally substituted heteroaryl; and

L² is selected from the group consisting of an optionally substituted aryl, and an optionally substituted heteroaryl.

23. The compound of Claim 22, wherein L is -0(CH₂)_pO-.

24. The compound of Claim 14, having the formula If:

and pharmaceutically acceptable salts thereof.

25. The compound of Claim 24, wherein L is selected from the group consisting of C4-C6 cycloalkyl, an optionally substituted aryl, and an optionally substituted heteroaryl, or L is L -L²;

L¹ is selected from the group consisting of an optionally substituted aryl, and an optionally substituted heteroaryl; and

L² is selected from the group consisting of an optionally substituted aryl, and an optionally substituted heteroaryl.

26. The compound of Claim 14, having the formula Ig:

and pharmaceutically acceptable salts thereof.

27. The compound of Claim 26, wherein L is selected from the group consisting of an optionally substituted aryl, and an optionally substituted heteroaryl, or L is selected from the group consisting of iA-L², ΐ θ-L², V-S-L², L¹-NR⁹-L², iA-lA-L³, L¹ L² L³ L⁴, L¹-C(=E)-L², and lA-CR⁷R⁸-L²;

L¹ is selected from the group consisting of an optionally substituted aryl, and an optionally substituted heteroaryl;

L² is selected from the group consisting of an optionally substituted aryl, an optionally substituted heteroaryl, and an optionally substituted heterocycle;

L³ is selected from the group consisting of an optionally substituted aryl, and an optionally substituted heteroaryl; and

L⁴ is an optionally substituted aryl.

28. The compound of Claim 14, having the formula Ih:

and pharmaceutically acceptable salts thereof.

29. The compound of Claim 28, wherein L is selected from the group consisting of an optionally substituted aryl or L is selected from the group consisting of L^x-L², and

\}-V-V;

L¹ is an optionally substituted heteroaryl;

L² is selected from the group consisting of an optionally substituted aryl, an optionally substituted heteroaryl, and an optionally substituted heterocycle; and

L³ is an optionally substituted heterocycle.

30. The compound of Claim 14,

wherein:

R¹ is selected from the group consisting of fluorine, chlorine, and methyl; R² is selected from the group consisting of -(CH₂)_mOR^I, -NR^JR^K, and -(CH₂)_mSR^I;

R³ is selected from the group consisting of -(CH₂)_mR^P, -(CH₂)_mOR^M, and -NR^NR°;

R⁴ is selected from the group consisting of fluorine, chlorine, and methyl; R⁵ is selected from the group consisting of -(CH₂)_mOR^I, -NR^JR^K, and -(CH₂)_mSR^I;

R⁶ is selected from the group consisting of -(CH₂)_mR^P, -(CH₂)_mOR^M, and -NR^NR°;

R¹ is selected from the group consisting of hydrogen, Ci-C₆ alkyl, Ci-C₆ haloalkyl, and Ci-C₆ heteroalkyl;

each -NR^JR^K is separately selected, wherein R^J and R^K are each independently selected from the group consisting of hydrogen, Ci-C₆ alkyl, Ci-C₆ haloalkyl, and Ci-C₆ heteroalkyl; or -NR^JR^K is an optionally substituted non- aromatic heterocycle linked through a ring nitrogen atom; or -NR^JR^K is an optionally substituted Ci-C₆ alkylideneamino;

each R^M is independently selected from the group consisting of hydrogen, an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ haloalkyl, an optionally substituted Ci-C₆ heteroalkyl, and -(CH₂)_mR^P; R^L is selected from the group consisting of hydrogen, C1-C₃ alkyl, C1-C₃ haloalkyl, and an optionally substituted aryl or an optionally substituted heteroaryl; and

m is 0, 1, or 2.

31. The compound of Claim 14,

wherein:

G¹ is selected from the group consisting of aryl and heteroaryl, each substituted with one or more substituents selected from the group consisting of R⁴, R⁵, and R⁶, said aryl and heteroaryl in the definition of G¹ are each further optionally fused with a nonaromatic heterocycle or nonaromatic carbocycle;

A² is selected from the group consisting of aryl and heteroaryl, each substituted with one or more substituents selected from the group consisting of R¹, R², and R³, said aryl and heteroaryl in the definition of A² are each further optionally fused with a nonaromatic heterocycle or nonaromatic carbocycle;

G² is selected from the group consisting of aryl and heteroaryl, each substituted with one or more substituents selected from the group consisting of R⁴, R⁵, and R⁶, said aryl and heteroaryl in the definition of G² are each further optionally fused with a nonaromatic heterocycle or nonaromatic carbocycle;

A⁴ is selected from the group consisting of C₃-C7 cycloalkenyl, C₃-C7 cycloalkyl, C1-C5 alkyl, Ci-C₆ heteroalkyl, C2-C6 alkenyl, Ci-C₆ alkoxy, -(CH2)_mNR^PR^L, heterocycle, aryl, and heteroaryl, said C₃-C7 cycloalkenyl, C₃-C7 cycloalkyl, C1-C5 alkyl, C1-C5 heteroalkyl, C2-C6 alkenyl, heterocycle, aryl, and heteroaryl, each substituted with one or more substituents selected from the group consisting of R¹, R², and R³, said aryl and heteroaryl in the definition of A⁴ are each further optionally fused with a nonaromatic heterocycle or nonaromatic carbocycle;

G⁴ is selected from the group consisting of C₃-C7 cycloalkenyl, aryl, and heteroaryl, each substituted with one or more substituents selected from the group consisting of R⁴, R⁵, and R⁶, said aryl and heteroaryl in the definition of G⁴ are each further optionally fused with a nonaromatic heterocycle or nonaromatic carbocycle;

A⁵ is selected from the group consisting of aryl and heteroaryl, each substituted with one or more substituents selected from the group consisting of R¹, R², and R³, said aryl and heteroaryl in the definition of A⁵ are each further optionally fused with a nonaromatic heterocycle or nonaromatic carbocycle;

R¹ is selected from the group consisting of fluorine, chlorine, and methyl;

R² is selected from the group consisting of -(CH2)_mOR^I and -NR^JR^K;

R³ is -R^p;

R⁴ is selected from the group consisting of fluorine, chlorine, and methyl; R⁵ is selected from the group consisting of -(CH2)_mOR^I and -NR^JR^K;

R⁶ is -R^p; and

R^L is selected from the group consisting of C1-C₃ alkyl, C1-C₃ haloalkyl, an optionally substituted aryl and an optionally substituted heteroaryl.

32. The compound of Claim 14,

wherein:

selected from the group consisting of an optionally substituted

E is O (oxygen), N-NHR^ or N-OR^ where R^ in the definition of E is selected from the group consisting of hydrogen, an optionally substituted C1-C5 alkyl, an optionally substituted C2-C4 alkenyl, -R^R, and -C(=0)R^R.

33. The compound of Claim 32,

wherein: selected from the group consisting of an optionally substituted

and an optionally substituted

each R¹ is separately selected from the group consisting of an optionally substituted aryl and an optionally substituted heteroaryl;

each R² is separately selected from the group consisting of halogen,

-(CH₂)_mOR^I, and -NR^BR^C, where R¹ in the definition of is R² selected from the group consisting of hydrogen, and Ci-C₆ alkyl;

each R³ is fluoro;

each -NR^JR^K is separately selected, wherein R^J and R^K are each independently selected from the group consisting of hydrogen and Ci-C₆ alkyl; or is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom;

each R⁴ is separately selected selected from the group consisting of chloro, fluoro, and an optionally substituted Ci-C₆ alkyl;

each R⁵ is separately selected from the group consisting of -OCH₂CH₂OR¹, -(CH₂)_mOR^I, and -NR^JR^K, where R¹ in the definition of is R⁵ selected from the group consisting of hydrogen, and Ci-C₆ alkyl; and

each R⁶ is separately selected from the group consisting an optionally substituted aryl and an optionally substituted heteroaryl.

34. The compound of Claim 14,

wherein:

A¹, A², A⁴, and A⁵ are each selected from the group consisting of phenyl, naphthyl, benzo[if|[l,3]dioxolyl, indolyl, and benzo[d] imidazolyl, each substituted with one or more substituents selected from the group consisting of R¹ and R²;

each R¹ is separately selected from the group consisting of phenyl, pyrrolyl, and imidazolyl, each optionally substituted with a substituent selected from C₁-C5 alkyl, Ci-C₆ alkoxy, Ci-C₆ alkylHN- and (Ci-C₆ alkyl)₂N-; each R² is separately selected from the group consisting of bromo, chloro, fluoro, -(CH₂)_mOR^I, -(CH₂)_mR^L, and -NR^JR^K, where each R¹ in the definition of R² is separately selected from the group consisting of hydrogen and Ci-C₆ alkyl;

each -NR^JR^K is separately selected, wherein R^J and R^K are each independently selected from the group consisting of hydrogen, and Ci-C₆ alkyl optionally substituted with up to 3 fluoro; or -NR^JR^K is a morpholinyl, piperazinyl, pyrrolidinyl, and piperidinyl, each optionally substituted with one or more oxo;

each R^L is separately selected from the group consisting aryl and heteroaryl, each optionally substituted with one or more substituents each separately selected from the group consisting of halogen, Ci-C₆ alkyl optionally substituted with up to 5 fluoro, and Ci-C₆ alkoxy optionally substituted with up to 5 fluoro;

G¹, G², and G⁴ are each selected from the group consisting of: phenyl, naphthyl, benzo[if][l,3]dioxolyl, indolyl, and benzo[if]imidazolyl, each substituted with one or more substituents selected from the group consisting of R⁴ and R⁵;

each R⁴ is separately selected from the group consisting of phenyl, pyrrolyl, and imidazolyl, each optionally substituted with a substituent selected from Ci-C₆ alkyl, Ci-C₆ alkoxy, Ci-C₆ alkylHN- and (Ci-C₆ alkyl)₂N-; and

each R⁵ is separately selected from the group consisting of bromo, chloro, fluoro, -(CH₂)_mOR^I, and -NR^JR^K, where each R¹ in the definition of R⁵ is separately selected from the group consisting of hydrogen and Ci-C₆ alkyl.

35. The compound of Claim 14,

wherein:

A² is selected from the group consisting of phenyl, naphthyl, and, indolyl, each substituted with one or more substituents selected from the group consisting of R¹ and R²;

each R¹ is separately selected from the group consisting of phenyl, pyrrolyl, and imidazolyl, each optionally substituted with a substituent selected from Ci-C₆ alkyl, Ci-C₆ alkoxy, Ci-C₆ alkylHN- and (Ci-C₆ alkyl)₂N-;

each R² is separately selected from the group consisting of bromo, chloro, fluoro, -(CH₂)_mOR^I, -(CH₂)_mR^L, and -NR^JR^K, where each R¹ in the definition of R² is separately selected from the group consisting of hydrogen and Ci-C₆ alkyl; each -NR^JR^K is separately selected, wherein R^J and R^K are each independently selected from the group consisting of hydrogen, and Ci-C₆ alkyl optionally substituted with up to 3 fluoro; or -NR^JR^K is a morpholinyl, piperazinyl, pyrrolidinyl, and piperidinyl, each optionally substituted with one or more oxo;

each R^L is separately selected from the group consisting aryl and heteroaryl, each optionally substituted with one or more substituents each separately selected from the group consisting of halogen, Ci-C₆ alkyl optionally substituted with up to 5 fluoro, and Ci-C₆ alkoxy optionally substituted with up to 5 fluoro;

G² is selected from the group consisting of: phenyl, naphthyl, and, indolyl, each substituted with one or more substituents selected from the group consisting of R⁴ and R⁵;

each R⁴ is separately selected from the group consisting of phenyl, pyrrolyl, and imidazolyl, each optionally substituted with a substituent selected from Ci-C₆ alkyl, Ci-C₆ alkoxy, Ci-C₆ alkylHN- and (Ci-C₆ alkyl)₂N-; and

each R⁵ is separately selected from the group consisting of bromo, chloro, fluoro, -(CH₂)_mOR^I, and -NR^JR^K, where each R¹ in the definition of R⁵ is separately selected from the group consisting of hydrogen and Ci-C₆ alkyl.

36. The compound of Claim 14,

wherein:

A¹, A², A⁴, and A⁵ are each selected from the group consisting of selected from the group consisting of a phenyl, naphthyl, benzo[d][l,3]dioxolyl, each substituted with one or more substituents selected from the group consisting of R¹, R², and R³; and

G¹, G², and G⁴ are each selected from the group consisting of aryl and heteroaryl, each substituted with one or more substituents selected from the group consisting of R⁴, R⁵, and R⁶ and each optionally fused with a nonaromatic heterocycle or carbocycle.

37. The compound of Claim 14, wherein L is selected from the group consisting of aryl, and heteroaryl, each substituted with one or more substituents each individually selected from the group consisting of alkyl, cycloalkyl, alkoxy, alkenylO-, arylC(=0)-, arylC(=0)NH- arylNHC(=0)-, aryl(CH₂)o_₃0(CH₂)o-3- aryl(CH₂)o_₃NH(CH₂)o_3-, HO(CH₂)_1-3NH- HO(CH₂)i_-30-, HO(CH₂)_1-3-, HO(CH₂)i_-30(CH₂)i_-3- and amino.

38. The compound of Claim 14, wherein L is L¹- L².

39. The compound of Claim 14, wherein L is L¹- O-L².

40. The compound of Claim 14, wherein L is L¹- -NR⁹-L².

41. The compound of Claim 14, wherein L is L¹- L²-L³.

42. The compound of Claim 14, wherein L is L¹- L²-L³-L⁴.

43. The compound of Claim 14, wherein L is L¹- C(=E)-L².

44. The compound of Claim 14, wherein L¹ is selected from the group consistin of aryl and heteroaryl, each substituted with one or more substituents each individually selected from the group consisting of alkyl, cycloalkyl, alkoxy, alkenylO-, arylC(=0)-, arylC(=0)NH- arylNHC(=0)-, aryl(CH₂)o-₃0(CH₂)o-3-, aryl(CH₂)o-₃NH(CH₂)o-3-, HO(CH₂)!_₃NH-, HO(CH₂)_1-30-, HO(CH₂)_1-3- HO(CH₂)_1-30(CH₂)_1-3- and amino.

45. The compound of Claim 14, wherein L² is selected from the group consisting of aryl, heteroaryl, and heterocyclyl, each substituted with one or more substituents each individually selected from the group consisting of alkyl, cycloalkyl, alkoxy, alkenylO-, arylC(=0)-, arylC(=0)NH- arylNHC(=0)-, aryl(CH₂)o-₃0(CH₂)₀-₃-, aryl(CH₂)₀-₃NH(CH₂)₀- 3-, HO(CH₂)!_₃NH-, HO(CH₂)!_₃0-, HO(CH₂)_1-3- HO(CH₂)_1-30(CH₂)_1-3- and amino.

46. The compound of Claim 14, wherein L³ is selected from the group consisting of aryl, heteroaryl, and heterocyclyl, each substituted with one or more substituents each individually selected from the group consisting of alkyl, cycloalkyl, alkoxy, alkenylO-, arylC(=0)-, arylC(=0)NH- arylNHC(=0)-, aryl(CH₂)₀-₃O(CH₂)₀-₃-, aryl(CH₂)₀-₃NH(CH₂)₀- 3-, HO(CH₂)_!_₃NH-, HO(CH₂)_!_₃0-, HO(CH₂)_!_₃-, HOCCH^OCCH^- and amino.

47. The compound of Claim 14, wherein L⁴ is aryl substituted with one or more substituents each individually selected from the group consisting of alkyl, cycloalkyl, alkoxy, alkenylO-, arylC(=0)-, arylC(=0)NH- arylNHC(=0)-, aryl(CH₂)₀-₃O(CH₂)₀-₃-, aryl(CH₂)₀- ₃NH(CH₂)o-₃-, HO(CH₂)!_₃NH-, HO(CH₂)!_₃0-, HO(CH₂)!_₃-, and amino.

48. The compound of Claim 14, having the proviso that a compound for Formula I is not selected from the group consisting of:

49. A compound of Formula II:

and pharmaceutically acceptable salts, esters, stereoisomers, tautomers or prodrugs thereof;

wherein:

selected from the group consisting of aryl and heteroaryl, each optionally substituted with one or more substituents selected from the group consisting of R¹¹, R¹², and R¹³, said aryl and heteroaryl in the definition of A⁶ are each further optionally fused with an optionally substituted nonaromatic heterocycle or an optionally substituted nonaromatic carbocycle;

G⁶ is selected from the group consisting of aryl and heteroaryl, each optionally substituted with one or more substituents selected from the group consisting of R¹⁴, R¹⁵, and R¹⁶, said aryl and heteroaryl in the definition of G⁶ are each further optionally fused with an optionally substituted nonaromatic heterocycle or an optionally substituted nonaromatic carbocycle;

L⁶ is an optionally substituted aryl, or an optionally substituted heteroaryl; where the aryl and heteroaryl in the definition of L⁶ are optionally fused with a nonaromatic heterocycle or a nonaromatic carbocycle; or L⁶ is selected from the

group consisting of an optionally substituted , and an

optionally substituted

E² is O (oxygen) or N-OR^D where R^D in the definition of E² is selected from the group consisting of hydrogen and an optionally substituted Ci-C₆ alkyl;

each R¹¹ is separately selected from the group consisting of halogen, an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ alkoxy, an optionally substituted C₂-C₄ alkenyl, an optionally substituted C₂-C₄ alkynyl, an optionally substituted C₃-C₇ cycloalkyl, an optionally substituted Ci-C₆ haloalkyl, and an optionally substituted Ci-C₆ heteroalkyl, an optionally substituted aryl, and an optionally substituted heteroaryl;

each R¹² is separately selected from the group consisting of -0(CH₂)_mOR^A, -(CH₂)_mOR^A, -NR^BR^C, and -(CH₂)_mSR^A;

each R¹³ is separately selected from the group consisting of -(CH₂)_mOR^D, -NR^ER^F, -S(O)_0-2R^D, -(CH₂)_mN0₂, -(CH₂)_mCN, and -(CH₂)_mR^G;

each R¹⁴ is separately selected from the group consisting of halogen, an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ alkoxy, an optionally substituted C₂-C₄ alkenyl, an optionally substituted C₂-C₄ alkynyl, an optionally substituted C₃-C₇ cycloalkyl, an optionally substituted Ci-C₆ haloalkyl, an optionally substituted Ci-C₆ heteroalkyl, an optionally substituted aryl, and an optionally substituted heteroaryl;

each R¹⁵ is separately selected from the group consisting of -0(CH2)_mOR^A, -(CH₂)_mOR^A, -NR^BR^C, and -(CH₂)_mSR^A;

each R¹⁶ is separately selected from the group consisting of -(CH2)_mOR^D, -NR^ER^F, -(CH₂)_mS(O)₀-₂R^D, -(CH₂)_mN0₂, -(CH₂)_mCN, and -(CH₂)_mR^G;

E⁶ is CR¹⁷ when the dashed line between E⁶ and X represents a double bond; or E⁶ is CR¹⁷R¹⁷ when the dashed line between E⁶ and X represents a single bond;

F⁶ is CR¹⁸ when the dashed line between F⁶ and Y represents a double bond; or F⁶ is CR¹⁸R¹⁸ when the dashed line between F⁶ and Y represents a single bond; each R¹⁷ is independently selected from the group consisting of hydrogen, halogen, an optionally substituted Ci-C₄ alkoxy, an optionally substituted C₃-C7 cycloalkyl, and an optionally substituted C1-C4 alkyl;

each 18

R is independently selected from the group consisting of hydrogen, halogen, an optionally substituted C1-C4 alkoxy, an optionally substituted C₃-C7 cycloalkyl, and an optionally substituted C1-C4 alkyl;

R^A is selected from the group consisting of hydrogen, Ci-C₆ alkyl, C₂-C₄ alkenyl, C₂-C₄ alkynyl, C₃-C7 cycloalkyl, Ci-C₆ haloalkyl, Ci-C₆ heteroalkyl, and Ci-C₆ heterohaloalkyl;

each -NR^BR^C is separately selected, wherein R^B and R^c are each independently selected from the group consisting of hydrogen, -S0₂R^H, -C(=0)R^H, -C(=0)NR^ER^F, heterocycle, Ci-C₆ alkyl, C₂-C₄ alkenyl, an optionally substituted C₂-C₄ alkynyl, C₃-C7 cycloalkyl, Ci-C₆ haloalkyl, Ci-C₆ heteroalkyl, and Ci-C₆ heterohaloalkyl, where the Ci-C₆ alkyl in the definition of R^B and R^c is optionally substituted with an optionally substituted aryl or an optionally substituted heteroaryl and where the C₃-C7 cycloalkyl and the heterocycle in the definition of R^B and R^c are optionally fused with an aryl or heteroaryl; or -NR^BR^C is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom; or -NR^BR^C is an optionally substituted Ci-C₆ alkylideneamino;

each R^D is independently selected from the group consisting of hydrogen, an optionally substituted Ci-C₆ alkyl, an optionally substituted C₂-C₄ alkenyl, an optionally substituted C₂-C₄ alkynyl, an optionally substituted C₃-C7 cycloalkyl, an optionally substituted Ci-C₆ haloalkyl, an optionally substituted Ci-C₆ heteroalkyl, and -(CH₂)_mR^G;

each -NR^ER^F is separately selected, wherein R^E and R^F are each independently selected from the group consisting of hydrogen, an optionally substituted Ci-C₆ alkyl, an optionally substituted C2-C4 alkenyl, an optionally substituted C2-C4 alkynyl, an optionally substituted C₃-C7 cycloalkyl, an optionally substituted C1-C5 haloalkyl, an optionally substituted Ci-C₆ heteroalkyl, and -(CH₂)_mR^G; or -NR^ER^F is an optionally substituted C1-C5 alkylideneamino; or is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom;R^G is selected from an optionally substituted aryl and an optionally substituted heteroaryl;

R^H is selected from the group consisting of hydrogen, C1-C₃ alkyl, an optionally substituted C1-C₃ alkoxy, an optionally substituted C2-C4 alkenyl, an optionally substituted C2-C4 alkynyl, an optionally substituted C₃-C7 cycloalkyl, C₂- C4 alkenyl, C2-C4 alkynyl, C₃-C7 cycloalkyl, C1-C₃ haloalkyl, and an optionally substituted aryl or heteroaryl;

X and Y are independently selected from N (nitrogen), NH, CR¹⁹, and CR¹⁹R²⁰;

each R¹⁹ and R²⁰ are independently selected from the group consisting of hydrogen and an optionally substituted C1-C4 alkyl;

each m is independently 0, 1, or 2; and

any bond represented by a dashed and solid line represents a bond selected from the group consisting of a single bond and a double bond.

50. The compound of Claim 49,

wherein:

A⁶ is selected from the group consisting of aryl and heteroaryl, each optionally substituted with one or more substituents selected from the group consisting of R¹¹, R¹², and R¹³, said aryl and heteroaryl in the definition of A⁶ are each further optionally fused with a nonaromatic heterocycle or carbocycle; L is selected from the group consisting of , an optionally substituted , an optionally

substituted _{5 a}n optionally substituted , and an

optionally substituted

E² is O (oxygen) or N-OR^D where R^D in the definition of E² is selected from the group consisting of hydrogen and an optionally substituted Ci-C₆ alkyl;

G⁶ is selected from the group consisting of aryl and heteroaryl, each optionally substituted with one or more substituents selected from the group consisting of R¹⁴, R¹⁵, and R¹⁶, said aryl and heteroaryl in the definition of G⁶ are each further optionally fused with a nonaromatic heterocycle or carbocycle;

each R¹¹ is separately selected from the group consisting of fluoro, an optionally substituted aryl and an optionally substituted heteroaryl;

each R¹² is separately selected from the group consisting of -0(CH2)_mOR^A, -(CH₂)_mOR^A, and -NR^BR^C, where R^A in the definition of is R¹² selected from the group consisting of hydrogen, and Ci-C₆ alkyl;

each R¹³ is separately selected from the group consisting of -OR^D, -NR^ER^F, -S(0)₂R^D, -CN, and -R^G;

each -NR^BR^C is separately selected, wherein R^B and R^c are each independently selected from the group consisting of hydrogen, C₃-C7 cycloalkyl, Ci-C₆ alkyl, and Ci-C₆ haloalkyl, where the Ci-C₆ alkyl in the definition of R^B and R^c is optionally substituted with an optionally substituted aryl or an optionally substituted heteroaryl, and where the C₃-C7 cycloalkyl in the definition of R^B and R^c is optionally fused with an optionally substituted aryl; or -NR^BR^C is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom;

R^H is selected from the group consisting of hydrogen, C1-C3 alkyl, an optionally substituted aryl and an optionally substituted heteroaryl;

each R¹⁴ is separately selected selected from the group consisting of chloro, fluoro, an optionally substituted C1-C5 alkyl, an optionally substituted aryl, and an optionally substituted heteroaryl;

each R¹⁵ is separately selected from the group consisting of-0(CH2)_mOR^A, -(CH₂)_mOR^A, and -NR^BR^C, where R^A in the definition of R¹⁵ is selected from the group consisting of hydrogen, and C1-C5 alkyl; and

each R¹⁶ is separately selected from the group consisting of -OR^D, -NR^ER^F, -S(0)₂R^D, -CN, and -R^G

51. The compound of Claim 50,

wherein:

A⁶ is selected from the group consisting of aryl and heteroaryl, each substituted with one or more substituents selected from the group consisting of R¹¹, R¹², and R¹³, said aryl in the definition of A⁶ are each further optionally fused with a nonaromatic heterocycle or nonaromatic carbocycle;

G⁶ is selected from the group consisting of aryl and heteroaryl, each substituted with one or more substituents selected from the group consisting of R¹⁴, R¹⁵, and R¹⁶, said aryl and heteroaryl in the definition of G⁶ are each further optionally fused with a nonaromatic heterocycle or carbocycle;

each R¹¹ is separately selected from the group consisting of an optionally substituted aryl and an optionally substituted heteroaryl;

each R¹² is separately selected from the group consisting of -(CH2)_mOR^A, and -NR^BR^C, where R^A in the definition of R¹² is selected from the group consisting of hydrogen, and C1-C5 alkyl;

each R¹³ is fluoro;

each -NR^BR^C is separately selected, wherein R^B and R^c are each independently selected from the group consisting of hydrogen, -C(=0)R^H, and C1-C5 alkyl; or -NR^BR^C is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom;

each R¹⁴ is separately selected selected from the group consisting of chloro, fluoro, an optionally substituted Ci-C₆ alkyl, an optionally substituted aryl and an optionally substituted heteroaryl;

each R¹⁵ is separately selected from the group consisting of -OCH₂CH₂OR^A, -(CH₂)_mOR^A, and -NR^BR^C, where R^A in the definition of is R¹⁵ selected from the group consisting of hydrogen, and Ci-C₆ alkyl; and

each R¹⁶ is fluoro.

52. The compound of Claim 49,

53. The compound of Claim 52,

wherein: A⁶ is selected from the group consisting of phenyl, naphthyl, benzo[if|[l,3]dioxolyl, indolyl, and benzo [if] imidazolyl, each optionally substituted with one or more substituents selected from the group consisting of R¹¹ and R¹²; each R¹¹ is separately selected from the group consisting of phenyl, pyrrolyl, and imidazolyl, each optionally substituted with a substituent selected from Ci-C₆ alkyl, Ci-C₆ alkoxy, Ci-C₆ alkylHN- and (Ci-C₆ alkyl)₂N-;

each R¹² is separately selected from the group consisting of bromo, chloro, fluoro, -(CH₂)_mOR^A, and -NR^BR^C, where each R^A in the definition of R¹² is separately selected from the group consisting of hydrogen and Ci-C₆ alkyl;

each -NR^BR^C is separately selected, wherein R^B and R^c are each independently selected from the group consisting of hydrogen, -C(=0)R^H, Ci-C₆ alkyl optionally substituted with up to 5 fluoro, and an optionally substituted C3-C7 cycloalkyl further optionally fused with phenyl; or -NR^BR^C is a morpholinyl, piperazinyl, pyrrolidinyl, and piperidinyl, each optionally substituted with one or more oxo;

each R^H is separately selected from the group consisting aryl and heteroaryl, each optionally substituted with one or more substituents each separately selected from the group consisting of halogen, Ci-C₆ alkyl optionally substituted with up to 5 fluoro, and Ci-C₆ alkoxy optionally substituted with up to 5 fluoro;

G⁶ is selected from the group consisting of: phenyl, naphthyl, benzo[if|[l,3]dioxolyl, indolyl, and benzo[d] imidazolyl, each optionally substituted with one or more substituents selected from the group consisting of R¹⁴ and R¹⁵; each R¹⁴ is separately selected from the group consisting of phenyl, pyrrolyl, and imidazolyl, each optionally substituted with a substituent selected from Ci-C₆ alkyl, Ci-C₆ alkoxy, Ci-C₆ alkylHN- and (Ci-C₆ alkyl)₂N-; and

each R¹⁵ is separately selected from the group consisting of bromo, chloro, fluoro, -(CH₂)_mOR^A, and -NR^BR^C, where each R^A in the definition of R¹⁵ is separately selected from the group consisting of hydrogen and Ci-C₆ alkyl.

and pharmaceutically acceptable salts, esters stereoisomers, tautomers or prodrugs thereof for use in treating an anemia, a neutropenia, a cardiovascular disorder, an immune/autoimmune disorder, or a neurologic disorder;

wherein:

A⁷ is selected from the group consisting of aryl, heteroaryl, isoindolinyl, indenyl, dihydroindenyl, tetrahydroisoquinolinyl, and tetrahydronaphthalenyl, each optionally substituted with one or more substituents selected from the group consisting of R , R , and R , said aryl and heteroaryl in the definition of A are each further optionally fused with an optionally substituted nonaromatic heterocycle or an optionally substituted nonaromatic carbocycle; or A⁷ is C₃-C7 cycloalkyl optionally substituted with one or more substituents selected from the group consisting of R , R , and R , said C₃-C7 cycloalkyl in the definition of A is fused with an optionally substituted aryl or optionally substituted heteroaryl;

each R²¹ is independently selected from the group consisting of halogen, cyano, an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ alkoxy, an optionally substituted C2-C4 alkenyl, an optionally substituted C2-C4 alkynyl, an optionally substituted C₃-C7 cycloalkyl, an optionally substituted aryl, an optionally substituted heteroaryl, and an optionally substituted heterocycle;

each R²² is independently selected from the group consisting of -(CH₂)_mOR^A, -0(CH₂)_mOR^A, -C(=0)OR^A, -0(CH₂)oNR^BR^c, -(CH₂)_mNR^BR^c, -C(=0)NR^BR^c, and -(CH₂)_mSR^A;

each R²³ is independently selected from the group consisting of phenyl, -NHC(=NH)NH₂, -(CH₂)_mOR^D, -C(=NNR^BR^C)H, -NR^LC(=0)NR^BR^c, -C(=0)NR^DN(=CHR^G), -(CH₂)_mS(O)₀-₂R^D, -(CH₂)_mN0₂, -(CH₂)_mCN, and -(CH₂)_mR^G, said phenyl in the definition of R²³ is substituted with one or more substituents selected from the group consisting of halogen, cyano, C1-C₃ alkyl, an optionally substituted C1-C₃ alkoxy, -0(CH₂)_mOR^A, -(CH₂)_mNR^BR^c; J⁷ is selected from the group consisting of -(CH₂)„[NHC(=0)](CH₂)₀[NHC(=0)](CH₂)_P-, -(CH₂)„[NHC(=0)](CH₂)₀[NH]_q-,

-NH[C(=0)][C(=0)]NH- and ;

Q⁷ is selected from the group consisting of O (oxygen), -NR²⁸-, aryl, and arylamido; or Q⁷ is null;

each R 28 is independently selected from the group consisting of hydrogen and an optionally substituted Ci-C₄ alkyl;

G⁷ is selected from the group consisting aryl, heteroaryl, and heterocycle, each optionally substituted with one or more substituents selected from the group consisting of R 24 , R 25 , and R 26 , said aryl and heteroaryl in the definition of G V are each further optionally fused with an optionally substituted nonaromatic heterocycle or an optionally substituted nonaromatic carbocycle;

each R²⁴ is independently selected from the group consisting of halogen, cyano, an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ alkoxy, an optionally substituted C₂-C₄ alkenyl, an optionally substituted C₂-C₄ alkynyl, an optionally substituted C₃-C7 cycloalkyl, an optionally substituted aryl, an optionally substituted heteroaryl, and an optionally substituted heterocycle;

each R²⁵ is independently selected from the group consisting of -(CH₂)_mOR^A, -0(CH₂)_mOR^A, -C(=0)OR^A, -0(CH₂)₀NR^BR^c, -(CH₂)_mNR^BR^c,

-(CH₂)_mC(=0)NR^BR^c, -C(=NNR^BR^C)H, and -(CH₂)_mSR^A;

each R²⁶ is independently selected from the group consisting of phenyl, -NHC(=NH)NH₂, -(CH₂)_mOR^D, -C(=NNR^BR^C)H, -NR^LC(=0)NR^BR^c, -C(=0)NR^DN(=CH)R^G, -(CH₂)_mS(O)₀-₂R^D, -(CH₂)_mN0₂, -(CH₂)_mCN, -(CH₂)_mR^G, said phenyl in the definition of R²⁶ is substituted with -(CH₂)_mNR^BR^c;

X¹, X², and X³ are each independently selected from N (nitrogen) and CR ;

R²⁷ is selected from the group consisting of hydrogen, halogen, and an optionally substituted Ci-C₄ alkyl;

R^A is selected from the group consisting of hydrogen, Ci-C₆ alkyl, C₂-C₄ alkenyl, C₂-C₄ alkynyl, C₃-C7 cycloalkyl, and Ci-C₆ haloalkyl; each -NR^BR^C is separately selected, wherein R^B and R^c are each independently selected from the group consisting of hydrogen, -SO2R¹¹, -C(=0)R^H, -(CH₂)„OR^H, -(CH^R¹, -(CH₂)_mR^J, -(CH₂)„C(=0)NR^ER^F, -(CH₂)„NR^ER^F, -S0₂NR^ER^F, heterocycle, Ci-C₆ alkyl, Ci-C₆ haloalkyl, Ci-C₆ heteroalkyl, C₃-C7 cycloalkyl, and Ci-C₆ heterohaloalkyl where the C₃-C7 cycloalkyl and the heterocycle are each optionally fused with an optionally substituted aryl or optionally substituted heteroaryl; or -NR^BR^C is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom, said optionally substituted non-aromatic heterocycle is optionally fused with an optionally substituted aryl or optionally substituted heteroaryl;

each R^D is independently selected from the group consisting of hydrogen, an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ haloalkyl, an optionally substituted Ci-C₆ heteroalkyl, and -(CH₂)_mR^I;

each -NR^ER^F is separately selected, wherein R^E and R^F are each independently selected from the group consisting of hydrogen, an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ haloalkyl, an optionally substituted Ci-C₆ heteroalkyl, an optionally substituted C₃-C7 cycloalkyl, an optionally substituted heterocycle, and -(CH₂)_mR^G; or -NR^ER^F is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom;or -NR^ER^F is Ci-C₆ alkylideneamino substituted with an optionally substituted aryl;

each R^G is independently selected from an optionally substituted aryl and an optionally substituted heteroaryl;

each R^H is independently selected from the group consisting of hydrogen, Ci- C₃ alkoxy, C1-C₃ alkyl, C1-C₃ haloalkyl, an optionally substituted aryl and an optionally substituted heteroaryl;

each R¹ is independently selected from the group consisting of an optionally substituted aryl and an optionally substituted heteroaryl;

each R^J is independently selected from the group consisting of aryl and heteroaryl, each substituted with one or more -NR^ER^F;

each R^L is independently selected from the group consisting of C₃-C7 cycloalkyl, optionally substituted Ci-C₆ alkyl, optionally substituted Ci-C₆ alkoxy, -(CH₂)_mOR^LA, -(CH₂)_mNR^LBR^LC, aryl and heteroaryl, said aryl and heteroaryl in the definition of R are each independently optionally substituted with one or more substituents selected from the group consisting of halo, Ci-C₆ alkyl, Ci-C₆ haloalkyl, Ci-C₆ alkoxy, -(CH₂)_mNR^LDR^LE, aryl and heteroaryl, said aryl and heteroaryl substituent off of R^L are each optionally substituted with one or more halo, Ci-C₆ alkyl, Ci-C₆ haloalkyl, Ci-C₆ alkoxy, or -(CH₂)_mNR^LFR^LG;

each R^LA is independently selected from the group consisting of hydrogen, Ci- C₆ alkyl, and Ci-C₆ haloalkyl;

R^LB and R^LC are each independently selected from the group consisting of hydrogen, Ci-C₆ alkyl, Ci-C₆ haloalkyl, and Ci-C₆ heteroalkenyl; or -NR^LBR^LC is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom; each -NR^LDR^LE is separately selected, wherein R^LD and R^LE are each independently selected from the group consisting of hydrogen, aryl, heteroaryl, and optionally substituted Ci-C₆ alkyl, said aryl and heteroaryl in the definition of R^LD and R are each optionally substituted with Ci-C₆ alkyl or Ci-C₆ alkoxy; or is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom;

each -NR R is separately selected, wherein R and R are each independently selected from the group consisting of hydrogen, and Ci-C₆ alkyl; or is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom;

each m is independently 0, 1, or 2;

each n is independently 0, 1, 2, 3, or 4;

each o is independently 1, 2, or 3;

each p is independently 0, 1, 2, or 3;

each q is independently 0 or 1 ; and

any bond represented by a dashed and solid line represents a bond selected from the group consisting of a single bond and a double bond.

55. The compound of Claim 54,

A⁷ is selected from the group consisting of phenyl, pyridinyl, pyrimidinyl, imidazolyl, isoxazolyl, thienyl, indolyl, and benzimidazolyl, each substituted with one or more substituents selected from the group consisting of R²¹, R²², and R²³, said aryl and heteroaryl in the definition of A are each further optionally fused with an optionally substituted nonaromatic heterocycle or an optionally substituted nonaromatic carbocycle;

G⁷ is selected from the group consisting aryl, heteroaryl, and heterocycle, each substituted with one or more substituents selected from the group consisting of R²⁴, R²⁵, and R²⁶, said aryl and heteroaryl in the definition of G⁷ are each further optionally fused with an optionally substituted nonaromatic heterocycle or an optionally substituted nonaromatic carbocycle;

wherein:

R²¹ is selected from the group consisting of fluorine and chlorine;

R²² is selected from the group consisting of -(CH₂)_mOR^A, -C(=0)NR^BR^c, -NR^BR^C, and -(CH₂)_mSR^A;

R²³ is selected from the group consisting of -(CH2)_mOR^D, and -C(=0)NR^DN(=CHR^G);

R²⁵ is selected from the group consisting of -(CH₂)_mOR^A, -C(=0)NR^BR^c, NR^BR^C;

each R^A is independently selected from the group consisting of hydrogen, Ci-C₆ alkyl, Ci-C₆ haloalkyl, and Ci-C₆ heteroalkyl;

each -NR^BR^C is separately selected, wherein R^B and R^c are each independently selected from the group consisting of Ci-C₆ alkyl, Ci-C₆ haloalkyl, Ci-C₆ heteroalkyl, and Ci-C₆ heterohaloalkyl; or -NR^BR^C is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom; or -NR^BR^C is an optionally substituted Ci-C₆ alkylideneamino;

J⁷

each R 28 is independently selected from the group consisting of hydrogen and an optionally substituted C1-C3 alkyl,

with the proviso when A and G are a phenyl then at least one of R , R , R²⁵, and R²⁶ is selected from the group consisting of -(CH₂)_mOR^A, -(CH₂)_mOR^D, -NR^BR^C, -C(=0)NR^DN(=CHR^G), -NR^ER^F, -C(=0)NR^BR^c, and an optionally substituted phenyl.

56. The compound of Claim 54,

A⁷ is selected from the group consisting of phenyl, pyridinyl, pyrimidinyl, imidazolyl, isoxazolyl, thienyl, indolyl, and benzimidazolyl, each substituted with one or more substituents selected from the group consisting of R²¹, R²², and R²³, said aryl and heteroaryl in the definition of A⁷ are each further optionally fused with an optionally substituted nonaromatic heterocycle or an optionally substituted nonaromatic carbocycle;

G⁷ is selected from the group consisting aryl, heteroaryl, and heterocycle, each substituted with one or more substituents selected from the group consisting of R²⁴, R²⁵, and R²⁶, said aryl and heteroaryl in the definition of G⁷ are each further optionally fused with an optionally substituted nonaromatic heterocycle or an optionally substituted nonaromatic carbocycle;

wherein:

R²¹ is selected from the group consisting of Ci-C₆ alkyl, fluorine, and chlorine;

R²² is selected from the group consisting of -NHC(=0)R^ER^F, -(CH₂)_mOR^A, and -NR^BR^C;

R²³ is selected from the group consisting of -(CH₂)_mOR^D, and -C(=0)NR^DN(=CHR^G) ;

R^A is selected from the group consisting of hydrogen, Ci-C₆ alkyl, and Ci-C₆ haloalkyl;

each -NR^BR^C is separately selected, wherein R^B and R^c are each independently selected from the group consisting of hydrogen, Ci-C₆ alkyl, Ci-C₆ haloalkyl, Ci-C₆ heteroalkyl, and Ci-C₆ heterohaloalkyl; or -NR^BR^C is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom; or -NR^BR^C is an optionally substituted Ci-C₆ alkylideneaminyl; and

J⁷ iS

with the proviso when A 7 and G 7 are a phenyl then at least one of R 22 , R 23 , R²⁵, and R²⁶ is selected from the group consisting of -(CH₂)_mOR^A, -(CH₂)_mOR^D, -NR^BR^C, -NHC(=0)R^ER^F, -C(=0)NR^DN(=CHR^G), and an optionally substituted phenyl.

57. The compound of any one of Claims 54 to 56, having the formula Illaa:

and pharmaceutically acceptable salts, esters, stereoisomers, tautomers or prodrugs thereof.

58. The compound of any one of Claims 54 to 56, having the formula Illab:

and pharmaceutically acceptable salts, esters, stereoisomers, tautomers or prodrugs thereof.

59. The compound of Claim 58, having the formula Illabb:

and pharmaceutically acceptable salts, esters, stereoisomers, tautomers or prodrugs thereof,

wherein:

A⁷ is aryl substituted with one or more substituents selected from the group consisting of R²¹, R²², and R²³;

each R²¹ is independently selected from the group consisting of halogen, cyano, Ci-C₆ alkyl, and Ci-C₆ alkoxy;

each R²² is independently selected from the group consisting of -(CH₂)_mOR^A, -0(CH₂)_mOR^A and -(CH₂)_mNR^BR^c;

each R²³ is phenyl substituted with -(CH₂)_mNR^BR^c;

G⁷ is heterocycle substituted with one or more substituents selected from the group consisting of R²⁴, R²⁵, and R²⁶; each R is independently selected from the group consisting of halogen, cyano, Ci-C₆ alkyl, and Ci-C₆ alkoxy;

each R²⁵ is independently selected from the group consisting of -(CH2)_mOR^A, -0(CH₂)_mOR^A;

each R²⁶ is phenyl substituted with one or more -(CH2)_mNR^BR^c;

R^B is hydrogen;

R^c is -C(=0)R^H; and

R^H is an optionally substituted aryl.

60. The compound of Claim 59,

wherein:

A⁷ is phenyl substituted with one or more substituents selected from the group consisting of R²²;

each R²² is independently selected from the group consisting of -(CH2)_mOR^A, and -0(CH₂)_mOR^A;

each R^A is independently selected from the group consisting of hydrogen, d- C3 alkyl, and C1-C3 haloalkyl;

G⁷ is piperidinyl substituted with one or more substituents selected from the group consisting of R²⁶;

each R²⁶ is phenyl substituted with -NHC(=0)R^H; and

R^H is an optionally substituted phenyl.

61. The compound of Claim 54 having the structure of formula Illb:

and pharmaceutically acceptable salts thereof,

wherein R 80 is selected from the group consisting of hydrogen, R 21 , R 22 , and

R²³.

62. The compound of Claim 54 having the structure of formula IIIc:

and pharmaceutically acceptable salts thereof.

63. The compound of Claim 54, having the proviso that a compound of not selected from the group consisting of:

-527-

The compound of Claim 54 having the Formula Hid:

and pharmaceutically acceptable salts, esters, stereoisomers, tautomers or prodrugs thereof;

wherein:

A⁷ is selected from the group consisting of aryl and heteroaryl, each substituted with one or more substituents selected from the group consisting of R²¹, R²², and R²³, said aryl and heteroaryl in the definition of A⁷ are each further optionally fused with an optionally substituted nonaromatic heterocycle or an optionally substituted nonaromatic carbocycle; or A⁷ is C3-C7 cycloalkyl optionally substituted with one or more substituents selected from the group consisting of R²¹, R²², and R²³, said C3-C7 cycloalkyl in the definition of A⁷ is fused with an optionally substituted aryl or optionally substituted heteroaryl;

J⁷ is selected from the group consisting of -(CH₂)„[NHC(=0)](CH₂)₀NHC(=0)(CH₂)_p-, -(CH₂)„[NHC(=0)](CH₂)₀[NH]_q- and ; and

G⁷ is selected from the group consisting of a aryl and heteroaryl, each substituted with one or more substituents selected from the group consisting of R²⁴, R²⁵, and R²⁶, said aryl and heteroaryl in the definition of G⁷ are each further optionally fused with an optionally substituted nonaromatic heterocycle or an optionally substituted nonaromatic carbocycle.

65. The compound of Claim 64 having the Formula 11 Ida:

and pharmaceutically acceptable salts, esters, or prodrugs thereof;

wherein:

A⁷ is selected from the group consisting of phenyl, indolyl, pyridinyl, pyrimidinyl, thienyl, benzothiofuranyl, naphthalenyl, and tetrahydronaphthalenyl, each substituted with one or more substituents selected from the group consisting of R²¹, R²², and R²³; and

G⁷ is selected from the group consisting of a aryl and heteroaryl, each optionally substituted with one or more substituents selected from the group consisting of R 24 , R 25 , and R 26 , said aryl and heteroaryl in the definition of G V are each further optionally fused with an optionally substituted nonaromatic heterocycle or an optionally substituted nonaromatic carbocycle. The compound of Claim 64 having the Formula Illdb

and pharmaceutically acceptable salts, esters, stereoisomers, tautomers or prodrugs thereof;

wherein:

A⁷ is selected from the group consisting of phenyl, indolyl, pyridinyl, pyrimidinyl, thienyl, benzothiofuranyl, naphthalenyl, and tetrahydronaphthalenyl, each substituted with one or more substituents selected from the group consisting of R²¹, R²², and R²³; and

G⁷ is selected from the group consisting of a aryl and heteroaryl, each optionally substituted with one or more substituents selected from the group consisting of R 24 , R 25 , and R 26 , said aryl and heteroaryl in the definition of G V are each further optionally fused with an optionally substituted nonaromatic heterocycle or an optionally substituted nonaromatic carbocycle.

67. The compound of Claim 65 or 66,

wherein:

G⁷ is selected from the group consisting of phenyl, naphthyl, indolyl, dihydrobenzofuranyl, 1 ,4-benzodioxanyl, benzotriazolyl, benzimidazolyl, benzofuranyl, and 2,1,3-benzoxadiazolyl, each optionally substituted with one or more substituents selected from the group consisting of R²⁴, R²⁵, and R²⁶.

68. The compound of Claim 67,

wherein:

R²¹ is selected from the group consisting of halogen, an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ alkoxy, and an optionally substituted C3-C7 cycloalkyl;

R²² is selected from the group consisting of -(CH₂)_mOR^A, -0(CH₂)_mOR^A, and NR^BR^C;

R²³ is selected from the group consisting of -(CH2)_mOR^D, -(CH2)_mS(0)o-2R^D, and -(CH₂)_mR^G; R is selected from the group consisting of halogen, an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ alkoxy, an optionally substituted C₃-C₇ cycloalkyl;

R²⁵ is selected from the group consisting of -(CH₂)_mOR^A, -0(CH₂)_mOR^A, -C(=0)NR^BR^c, -C(=NNR^BR^C)H, -NR^BR^C;

R²⁶ is selected from the group consisting of -(CH₂)_mOR^D, -(CH₂)_mR^G;

R^A is selected from the group consisting of hydrogen, Ci-C₆ alkyl, C₃-C₇ cycloalkyl, and Ci-C₆ haloalkyl;

each -NR^BR^C is separately selected, wherein R^B and R^c are each independently selected from the group consisting of hydrogen, -S0₂R^H, -C(=0)R^H, -(CH₂)„OR^H, -(CH₂)_mR\ -(CH₂)_mR^J, -(CH₂)„C(=0)NR^ER^F, -(CH₂)„NR^ER^F, -S0₂NR^ER^F, Ci-C₆ alkyl, Ci-C₆ haloalkyl, Ci-C₆ heteroalkyl, C₃-C7 cycloalkyl, and Ci-C₆ heterohaloalkyl where the alkyl and the heteroalkyl are optionally fused with an aryl or heteroaryl; or -NR^BR^C is an optionally substituted heterocyle;

each R^D is independently selected from the group consisting of hydrogen, an optionally substituted Ci-C₆ alkyl, and -(CH₂)_mR^I;

each -NR^ER^F is separately selected, wherein R^E and R^F are each independently selected from the group consisting of hydrogen, an optionally substituted Ci-C₆ alkyl, and -(CH₂)_mR^G; or -NR^ER^F is an optionally substituted Ci-C₆ alkylideneamino; or -NR^ER^F is an optionally substituted heterocyle;

each R^G is independently selected from from the group consisting of an optionally substituted aryl and an optionally substituted heteroaryl;

each R^H is independently selected from the group consisting of hydrogen, C₁-C₃ alkoxy, C₁-C₃ alkyl, C₁-C₃ haloalkyl, an optionally substituted aryl and optionally substituted heteroaryl;

each R¹ is independently selected from the group consisting of an optionally substituted aryl and an optionally substituted heteroaryl;

each R^J is independently selected from the group consisting of aryl and heteroaryl, each substituted with one or more -NR^ER^F;

each m is independently 0, 1, or 2; and

each n is independently 0, 1, 2, 3, or 4.

69. A compound of Formula IV:

and pharmaceutically acceptable salts, esters stereoisomers, tautomers or prodrugs thereof for use in treating an anemia, a neutropenia, a cardiovascular disorder, an immune/autoimmune disorder, or a neurologic disorder;

wherein:

A⁸ is selected from the group consisting of heterocycle, aryl and heteroaryl, each optionally substituted with one or more substituents selected from the group consisting of R 31 , R 32 , and R 33 , said aryl and heteroaryl in the definition of A 8 are each further optionally fused with an optionally substituted nonaromatic heterocycle or an optionally substituted nonaromatic carbocycle;

G⁸ is selected from the group consisting of aryl and heteroaryl, each optionally substituted with one or more substituents selected from the group consisting of R³⁴, R³⁵, and R³⁶, said aryl and heteroaryl in the definition of G⁸ are each further optionally fused with an optionally substituted nonaromatic heterocycle or an optionally substituted nonaromatic carbocycle;

J⁸ is selected from the group consisting of aryl, heteroaryl, heterocycle, -C(=0)-, -(CH=CH)-, -OC(=0)-, -NHC(=0)NH- -NHC(=S)NH- -S(=0)₂-NH₂- -OC(=S)-, -NHC(=S)-, -(CH₂)„NH-, -(CH₂)_n[NHC(=0)](CH₂)₀NHC(=0)(CH₂)_p-,

-(CH₂)„[NHC(=0)](CH₂)₀[NH]_q-, ; or J⁸ is null;

Q⁸ is selected from the group consisting of aryl, heteroaryl, heterocycle, -C(=0)-, -(CH=CH)-, -OC(=0)-, -NHC(=0)NH- -NHC(=S)NH- -S(=0)₂-NH₂- -OC(=S)-, -NHC(=S)-, -(CH₂)„NH-, -(CH₂)_n[NHC(=0)](CH₂)₀NHC(=0)(CH₂)_p-,

X^s is selected from the group consisting of N (nitrogen) and CR^"

Y⁵ is selected from the group consisting of N (nitrogen) and CR'

each R is independently selected from the group consisting of hydrogen, halogen, and an optionally substituted Ci-C₄ alkyl;

each R 28 is independently selected from the group consisting of hydrogen and an optionally substituted Ci-C₄ alkyl;

each R³¹ is independently selected from the group consisting of halogen, cyano, an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ alkoxy, an optionally substituted C₂-C₄ alkenyl, an optionally substituted C₂-C₄ alkynyl, an optionally substituted C₃-C7 cycloalkyl, an optionally substituted Ci-C₆ haloalkyl, and an optionally substituted Ci-C₆ heteroalkyl;

each R³² is independently selected from the group consisting of halogen, -(CH₂)_mOR^A, -NR^BR^C, and -(CH₂)_mSR^A;

each R³³ is independently selected from the group consisting of halogen, -C(=0)OH, -(CH₂)_mOR^D, -NR^ER^F, -NR^LC(=0)NR^BR^c, -(CH₂)_mS(0)o-₂R^D, -(CH₂)_mN0₂, -(CH₂)_mCN, and -(CH₂)_mR^G;

each R³⁴ is independently selected from the group consisting of halogen, cyano, an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ alkoxy, an optionally substituted C₂-C₄ alkenyl, an optionally substituted C₂-C₄ alkynyl, an optionally substituted C₃-C7 cycloalkyl, an optionally substituted Ci-C₆ haloalkyl, and an optionally substituted Ci-C₆ heteroalkyl;

each R³⁵ is independently selected from the group consisting of halogen, C(=0)OH, -(CH₂)_mOR^A, -NR^BR^C, -C(=0)NR^BR^c, and -(CH₂)_mSR^A;

each R³⁶ is independently selected from the group consisting of halogen, -(CH₂)_mOR^D, -NR^ER^F, -NR^LC(=0)NR^BR^c, -(CH₂)_mS(O)₀-₂R^D, -(CH₂)_mN0₂, -(CH₂)_mCN, and -(CH₂)_mR^G;

each R³⁹ and R⁴⁰ are independently selected from the group consisting of hydrogen, halogen, -OH, -NHR^B, and an optionally substituted Ci-C₄ alkyl;

each R^A is independently selected from the group consisting of hydrogen, Ci-C₆ alkyl, Ci-C₆ haloalkyl, Ci-C₆ heteroalkyl, and Ci-C₆ heterohaloalkyl;

each -NR^BR^C is separately selected, wherein R^B and R^c are each independently selected from the group consisting of hydrogen, -S0₂R^H, -C(=0)R^H, -C(=0)C(=0)R^H, -(CH₂)_mC(=0)OR^H, -C(=0)NR^ER^F, -(CH₂)_mR^G, -(CH₂)_mOR^H, -(CH₂)_mR^H, Ci-C₆ alkyl, C₃-C7 cycloalkyl, C₂-C₆ alkenyl, non-aromatic heterocycle, Ci-C₆ haloalkyl, Ci-C₆ heteroalkyl, and Ci-C₆ heterohaloalkyl where the C₃-C7 cycloalkyl and the non-aromatic heterocycle are optionally fused with an an optionally substituted aryl or an optionally substituted heteroaryl; or -NR^BR^C is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom; or -NR^BR^C is an optionally substituted Ci-C₆ alkylideneamino; each R^D is independently selected from the group consisting of hydrogen, an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ haloalkyl, an optionally substituted Ci-C₆ heteroalkyl, and -(CH2)_mR^G

each -NR^ER^F is separately selected, wherein R^E and R^F are each independently selected from the group consisting of hydrogen, an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ haloalkyl, an optionally substituted Ci-C₆ heteroalkyl, and -(CH₂)_mR^G; or -NR^ER^F is an optionally substituted Ci-C₆ alkylideneaminyl; or -NR^ER^F is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom;

each R^G is independently selected from an optionally substituted aryl and an optionally substituted heteroaryl;

R^H is selected from the group consisting of hydrogen, C1-C₃ alkyl, C1-C₃ haloalkyl, C₃-C7 cycloalkyl, and an optionally substituted aryl or an optionally substituted heteroaryl;

each R^L is independently selected from the group consisting of C₃-C7 cycloalkyl, optionally substituted Ci-C₆ alkyl, optionally substituted Ci-C₆ alkoxy, -(CH₂)_mOR^LA, -(CH₂)_mNR^LBR^LC, aryl and heteroaryl, said aryl and heteroaryl in the definition of R^L are each independently optionally substituted with one or more substituents selected from the group consisting of halo, Ci-C₆ alkyl, Ci-C₆ haloalkyl, Ci-C₆ alkoxy, -(CH2)_mNR^LDR^LE, aryl and heteroaryl, said aryl and heteroaryl substituent off of R^L are each optionally substituted with one or more halo, Ci-C₆ alkyl, Ci-C₆ haloalkyl, Ci-C₆ alkoxy, or -(CH₂)_mNR^LFR^LG;

each R^LA is independently selected from the group consisting of hydrogen, Ci-C₆ alkyl, and Ci-C₆ haloalkyl;

R^LB and R^LC are each independently selected from the group consisting of hydrogen, Ci-C₆ alkyl, Ci-C₆ haloalkyl, and Ci-C₆ heteroalkenyl; or -NR^LBR^LC is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom; each -NR^LDR^LE is separately selected, wherein R^LD and R^LE are each independently selected from the group consisting of hydrogen, aryl, heteroaryl, and optionally substituted Ci-C₆ alkyl, said aryl and heteroaryl in the definition of R^LD and R are each optionally substituted with Ci-C₆ alkyl or Ci-C₆ alkoxy; or -NR R is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom;

each -NR R is separately selected, wherein R and R are each independently selected from the group consisting of hydrogen, and Ci-C₆ alkyl; or is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom;

each m is independently 0, 1, or 2;

each n is independently 0, 1, 2, 3, or 4;

each o is independently 1, 2, or 3;

each p is independently 0, 1, 2, or 3;

each q is independently 0 or 1 ; and

any bond represented by a dashed and solid line represents a bond selected from the group consisting of a single bond and a double bond.

70. The compound of Claim 69, wherein J⁸ and Q⁸ are each null.

71. The compound of Claim 69,

wherein:

A⁸ is aryl substituted with one or more substituents selected from the group consisting of R , R , and R";

8 is -NHC(=0)-;

Q is null; and

G⁸ is aryl substituted with one or more substituents selected from the group consisting of R³⁴, R³⁵, and R³⁶.

72. The compound of Claim 69,

wherein:

A⁸ is aryl substituted with one or more R³²;

J⁸ is -C(=0)-;

G⁸ is aryl substituted with one or more R^M.

73. The compound of Claim 69,

wherein:

A⁸ is heteroaryl substituted with one or more substituents selected from the group consisting of R³¹, R³², and R³³;

G⁸ is heteroaryl substituted with one or more substituents selected from the group consisting of R³⁴, R³⁵, and R³⁶;

The compound of Claim 69,

wherein:

L⁸ is

-C(=0)-;

-C(=0)NH

A⁸ is aryl substituted with R^iZ;

G⁸ is aryl substituted with R^3S, R³² is -NR^BR^C, and

R³⁵ is -NR^BR^C.

The compound of Claim 69 having the Formula IVa:

and pharmaceutically acceptable salts thereof,

wherein;

J⁸ is selected from the group consisting -OC(=0)-, -S(=0)₂-NH₂-,

-(CH₂)„NH- and ; and

Q⁸ is selected from the group consisting -OC(=0)-, -S(=0)₂-NH₂-,

.)„ΝΗ-, and

The compound of Claim 75,

wherein:

selected from the group consisting of -S(=0)2-NH₂- and and

Q is selected from the group consisting -S(=0)2-NH2-,and

77. The compound of Claim 69 having the Formula IVb:

larmaceutically acceptable salts thereof, wherein;

J⁸ is -CH=CH-; or J⁸ is null; and

Q⁸ is -CH=CH-; or Q⁸ is null.

The compound of Claim 77 having the Formula IVba:

and pharmaceutically acceptable salts thereof.

79. The compound of Claim 77 having the Formula IVbc:

and pharmaceutically acceptable salts thereof.

80. The compound of Claim 69 having the Formula IVc

and pharmaceutically acceptable salts thereof,

wherein;

J⁸ is selected from the group consisting of -OC(=0)-, -NHC(=0)NH-

-S(=0)₂-NH₂- and ; or J⁸ is null;

Q⁸ is selected from the group consisting of -OC(=0)-, -NHC(=0)NH-

-S(=0)₂-NH₂- and ; or Q is null.

81. The compound of Claim 80 having the Formula IVca:

and pharmaceutically acceptable salts thereof.

82. The compound of Claim 80 having the Formula IVcb

and pharmaceutically acceptable salts thereof.

83. The compound of Claim 80 having the Formula IVcc:

and pharmaceutically acceptable salts thereof.

The compound of Claim 69 having the Formula IVd:

and pharmaceutically acceptable salts thereof,

wherein:

J⁸ is selected from the group consisting of -C(=0)-, -(0¾)_ηΝΗ-,

-NHC(=S)NH-, and _{; or} J° is null;

Q⁸ is selected from the group consisting of -C(=0)-, -NHC(=S)NH-, and The compound of Claim 84 having the Formula IVda:

and pharmaceutically acceptable salts thereof.

86. The compound of Claim 84 having the Formula IVdb:

and pharmaceutically acceptable salts thereof.

87. The compound of Claim 84 having the Formula IVdc:

and pharmaceutically acceptable salts thereof.

The compound of Claim 84 having the Formula IVde:

and pharmaceutically acceptable salts thereof.

The compound of Claim 69 having the Formula IVe

and pharmaceutically acceptable salts thereof, wherein:

J is null; and

The compound of Claim 89 having the Formula IVea:

and pharmaceutically acceptable salts thereof.

91. The compound of Claim 89 having the Formula IVeb

and pharmaceutically acceptable salts thereof.

92. The compound of Claim 89 having the Formula IVec:

and pharmaceutically acceptable salts thereof.

The compound of Claim 69 having the Formula IVf:

and pharmaceutically acceptable salts thereof.

94. The compound of Claim 69 having the Formula IVg:

and pharmaceutically acceptable salts thereof,

wherein J⁸ is selected from the group consisting -(CH₂)_n[NHC(=0)](CH₂)₀NHC(=0)(CH₂)_p- and -(CH₂)„[NHC(=0)](CH₂)₀[NH]_q 95. The compound of Claim 69 having the Formula IVh:

and pharmaceutically acceptable salts thereof,

wherein R 80 is selected from the group consisting of hydrogen, R 31 , R 32 , and

R 33

96. The compound of Claim 69 having the Formula IVi:

and pharmaceutically acceptable salts thereof,

wherein R 80 is selected from the group consisting of hydrogen, R 31 , R 32 , and

R 33

97. The compound of claim 96, wherein G is phenyl optionally substituted with one or more substituents selected from the group consisting of R³⁴, R³⁵, and R³⁶.

98. The compound of Claim 69, having the proviso that a compound of Formula IV is not selected from the group consisting of:

A compound of Formula V:

and pharmaceutically acceptable salts, esters, stereoisomers, tautomers or prodrugs thereof for use in treating an anemia, a neutropenia, a cardiovascular disorder, an immune/autoimmune disorder, or a neurologic disorder;

wherein:

G⁴ is selected from the group consisting of is selected from the group consisting of aryl and heteroaryl, each optionally substituted with one or more substituents selected from the group consisting of R⁴³ and R⁴⁴, said aryl and heteroaryl in the definition of G⁴ are each further optionally fused with an optionally substituted nonaromatic heterocycle or an optionally substituted nonaromatic carbocycle;

Q³ is selected from the group consisting of an ester, an amide, a urea, a carbamide, a thioamide, a sulfonamide; or Q³ is selected from the group consisting of -C(=0)0- -C(=0)NR⁴⁵-, -C(=0)NHN=CH- -NR ⁵C(=0)NR⁴⁵-,

-NR ⁵C(=0)(CH₂)_mO-, -OC(=0)NR⁴⁵-, -C(=S)NR⁴⁵-, -NR ⁵S(0)i_₂- Ci-C₆

alkylideneamino, and ; or when Y³ is C (carbon) substituted with -Q³-G⁴ then Q³ is optionally fused with Z¹ to form a five-member ring heterocycle; L³ is selected from the group consiting of -C(=0)NR⁴⁵-, -O-Ci-Cg.alkyl, -C(=NR⁴⁵)-, -NR ⁵C(=0)-(CH₂)_mC(=0)NR⁴⁵-, and -NR ⁵C(=0)-

(CH₂)_mNR ⁵C(=0)-;

Q⁴ is selected from the group consisting of of NR⁴⁸, and O (oxygen); or Q⁴ is null;

A⁴ is selected from the group consisting of Ci-C₆ alkyl, C2-C6 alkenyl, C2-C6 alkynyl, C₃-C7 cycloalkyl, C₃-C7 cycloalkenyl, a Ci-C₆ heteroalkyl, phenyl, pyridinyl, imidazolyl, and thienyl, each optionally substituted with one or more substituents selected from the group consisting of R⁴¹ and R⁴²;

X¹, X², and X³ are each independently selected from N (nitrogen) and CR ;

Y¹, Y², and Y³ are each independently selected from N (nitrogen) and CR⁴⁷;

Z, Z¹, and Z² are each independently selected from C (carbon), CH, and N (nitrogen);

R⁴¹ is independently selected from the group consisting of halogen, cyano, an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ alkoxy, an optionally substituted C2-C4 alkenyl, an optionally substituted C2-C4 alkynyl, an optionally substituted C₃-C7 cycloalkyl, an optionally substituted Ci-C₆ haloalkyl, an optionally substituted Ci-C₆ heteroalkyl;

each R⁴² is independently selected from the group consisting of -(CH2)_mOR^A, -0(CH₂)_mOR^A, -NR^BR^C, -C(=0)NR^BR^c, -C(=NNR^BR^C)H, -(CH₂)_mSR^A, -(CH₂)_mR^K, -0(CH₂)_mR^K;

or R⁴¹ and R⁴² are linked to form an optionally substituted ring;

each R⁴³ is independently selected from the group consisting of halogen, cyano, an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ alkoxy, an optionally substituted C2-C4 alkenyl, an optionally substituted C2-C4 alkynyl, an optionally substituted C₃-C7 cycloalkyl, an optionally substituted Ci-C₆ haloalkyl, an optionally substituted Ci-C₆ heteroalkyl;

each R⁴⁴ is independently selected from the group consisting of -(CH2)_mOR^A, -0(CH₂)_mOR^A, -NR^BR^C, -C(=0)NR^BR^c, -C(=NNR^BR^C)H, -(CH₂)_mSR^A, -(CH₂)_mR^K, -0(CH₂)_mR^K;

each R⁴⁵ is independently selected from the group consisting of hydrogen, an optionally substituted C1-C4 alkyl, and an optionally substituted Ci-C₆ heteroalkyl; each R and R is independently selected from the group consisting of hydrogen, halogen, an optionally substituted Ci-C₆ alkyl, and an optionally substituted Ci-C₆ heteroalkyl;

R 48 is selected from the group consisting of hydrogen, an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ alkoxy, an optionally substituted C2-C4 alkenyl, an optionally substituted C2-C4 alkynyl, an optionally substituted C₃-C7 cycloalkyl, an optionally substituted C₃-C7 cycloalkenyl, and an optionally substituted Ci-C₆ heteroalkyl;

each R^A is independently selected from the group consisting of hydrogen, Ci-C₆ alkyl, Ci-C₆ haloalkyl, Ci-C₆ heteroalkyl, and Ci-C₆ heterohaloalkyl;

each -NR^BR^C is separately selected, wherein R^B and R^c are each independently selected from the group consisting of hydrogen, -S0₂R^F, -C(=0)R^F, -(CH₂)_mR^F, -S0₂NR^DR^E, -C(=0)NR^DR^E, -(CH₂)_mNR^DR^E, d-C₆ alkyl, C3-C7 cycloalkyl, C₃-C7 cycloalkenyl, Ci-C₆ haloalkyl, Ci-C₆ heteroalkyl, and Ci-C₆ heterohaloalkyl where the alkyl and the heteroalkyl are optionally fused with an aryl or heteroaryl; or -NR^BR^C is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom; or -NR^BR^C is an optionally substituted Ci-C₆ alky lideneamino ;

each -NR^DR^E is separately selected, wherein R^D and R^E are each independently selected from the group consisting of hydrogen, an optionally substituted Ci-C₆ alkyl, an optionally substituted C₃-C7 cycloalkyl, an optionally substituted C₃-C7 cycloalkenyl, an optionally substituted Ci-C₆ haloalkyl, an optionally substituted Ci-C₆ heteroalkyl, and -(C]¾)_mR^G; or -NR^DR^E is an optionally substituted Ci-C₆ alkylideneaminyl; or -NR^DR^E is an optionally substituted non- aromatic heterocycle linked through a ring nitrogen atom;

each R^F is independently selected from the group consisting of hydrogen, an optionally substituted C1-C4 alkyl, an optionally substituted C1-C4 haloalkyl, an optionally substituted C₃-C7 cycloalkyl, an optionally substituted C₃-C7 cycloalkenyl, aryl and heteroaryl, where the aryl and heteroaryl in the definition of R^F are each optionally substituted with -C(=0)NR^DR^E or -NR^DR^E;

each R^G is independently selected from the group consisting of an optionally substituted aryl and an optionally substituted heteroaryl; each R is independently selected from the group consisting of -C(=0)NR^DR^E, -NR^DR^E, an optionally substituted aryl and an optionally substituted heteroaryl;

each m is independently 0, 1, or 2; and

each dashed line represents an optional double bond.

The compound of Claim 99 having the Formula Va:

and pharmaceutically acceptable salts, esters, or prodrugs thereof;

wherein:

G⁴ is selected from the group consisting of hydrogen, halogen, -(CH2)_mOR^A, -0(CH₂)_mOR^A, -NR^BR^C, an optionally substituted Ci-C₆ alkyl, an optionally substituted phenyl, an optionally substituted pyridinyl, an optionally substituted tetrazolyl, and an optionally substituted imidazolyl;

Q³ is selected from the group consisting of -C(=0)0-, -C(=0)NH-, -C(=0)NHNH- -NR ⁵C(=0)NR⁴⁵-, -OC(=0)NR⁴⁵-, -C(=S)NR⁴⁵-, -NR ⁵S(0)i_₂-

, Ci-C₆ alkylideneaminyl, and ; or Q is null;

A⁴ is selected from the group consisting of a aryl and heteroaryl, each substituted with one or more substituents selected from the group consisting of R⁴¹ and R⁴², said aryl and heteroaryl in the definition of A⁴ are each further optionally fused with an optionally substituted nonaromatic heterocycle or an optionally substituted nonaromatic carbocycle;

L³ is selected from -O- (oxygen), -S(O)₀-₂- -NR ⁵S(0)i_₂- -NR ⁵C(=0)-(CH₂)_mC(=0)NR⁴⁵-, -NR ⁵C(=0)-(CH₂)_mNR ⁵C(=0)-, -NR⁴⁵-, -C(=0)-, -C(=S)-, -C(=0)NR⁴⁵-, -C(=NR⁴⁵)-, an optionally substituted Q-Cg alkyl, an optionally substituted Ci-C₈ heteroalkyl, an optionally substituted heterocycle, an optionally substituted aryl, and an optionally substituted heteroaryl; or L³ is null; each R⁴¹ is independently selected from the group consisting of hydrogen, halogen, and an optionally substituted C1-C3 alkyl; each R is independently selected from the group consisting of hydrogen and an optionally substituted C1-C3 alkyl;

each R⁴³ is independently selected from the group consisting of halogen, an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ alkoxy, an optionally substituted C₃-C7 cycloalkyl, an optionally substituted Ci-C₆ haloalkyl, an optionally substituted Ci-C₆ heteroalkyl;

each R⁴⁴ is independently selected from the group consisting of halogen, -(CH₂)_mOR^A, -0(CH₂)_mOR^A, -NR^BR^C, -C(=0)NR^BR^c, -C(=NNR^BR^C)H, -(CH2)_mR^K, -0(CH2)_mR^K, an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ alkoxy, an optionally substituted C₃-C7 cycloalkyl, an optionally substituted C₃-C7 cycloalkenyl, an optionally substituted Ci-C₆ haloalkyl, and an optionally substituted Ci-C₆ heteroalkyl;

each R⁴⁵ is independently selected from the group consisting of hydrogen, and an optionally substituted C1-C4 alkyl;

each R^A is independently selected from the group consisting of hydrogen, Ci-C₆ alkyl, and Ci-C₆ haloalkyl;

each -NR^BR^C is separately selected, wherein R^B and R^c are each independently selected from the group consisting of hydrogen, -S0₂R^F, -C(=0)R^F, -(CH₂)_mR^F, -(CH₂)_mOR^F, -S0₂NR^DR^E, -C(=0)NR^DR^E, -C(=NH)NR^DR^E, -(CH₂)_mNR^DR^E, Ci-C₆ alkyl, C₃-C7 cycloalkyl, C₃-C7 cycloalkenyl, Ci-C₆ haloalkyl, Ci-C₆ heteroalkyl, and Ci-C₆ heterohaloalkyl where the alkyl and the heteroalkyl are optionally fused with an aryl or heteroaryl; or -NR^BR^C is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom; or -NR^BR^C is an optionally substituted Ci-C₆ alkylideneamino;

each -NR^DR^E is separately selected, wherein R^D and R^E are each independently selected from the group consisting of hydrogen, an optionally substituted Ci-C₆ alkyl, an optionally substituted C₃-C7 cycloalkyl, an optionally substituted C₃-C7 cycloalkenyl, an optionally substituted Ci-C₆ haloalkyl, an optionally substituted Ci-C₆ heteroalkyl, and -(CH₂)_mR^G; or -NR^DR^E is an optionally substituted Ci-C₆ alkylideneamino; or -NR^DR^E is an optionally substituted non- aromatic heterocycle linked through a ring nitrogen atom; each R^F is independently selected from the group consisting of hydrogen, an optionally substituted C1-C3 alkyl, an optionally substituted C1-C3 haloalkyl, an optionally substituted C3-C7 cycloalkyl, an optionally substituted C3-C7 cycloalkenyl, aryl and heteroaryl, where the aryl and heteroaryl in the definition of R^F are each optionally substituted with -C(=0)NR^DR^E or -NR^DR^E;

each R^G is independently selected from an optionally substituted aryl and an optionally substituted heteroaryl;

each R^K is independently selected from the group consisting of -C(=0)NR^DR^E, -NR^DR^E, an optionally substituted aryl and an optionally substituted heteroaryl;

each m is independently 0, 1, or 2; and

each dashed line represents an optionally double bond.

101. The compound of Claim 100,

wherein:

G⁴ is selected from the group consisting of hydrogen, halogen, -(CH₂)_mOR^A, -0(CH₂)_mOR^A, -NR^BR^C, an optionally substituted Ci-C₆ alkyl, an optionally substituted phenyl, an optionally substituted pyridinyl, an optionally substituted tetrazolyl, and an optionally substituted imidazolyl;

Q³ is selected from the group consisting of -C(=0)NH-, and

A⁴ is selected from the group consisting of phenyl, naphthyl, dihydrobenzofuranyl, 1,4-benzodioxanyl, benzotriazolyl, benzimidazolyl, benzofuranyl, and 2,1,3-benzoxadiazolyl, each optionally substituted with one or more substituents selected from the group consisting of, each optionally substituted with one or more substituents selected from the group consisting of R⁴¹ and R⁴²;

L³ is a 1-6 atom long linker comprising one or more groups selected from -NR⁴⁵-, -C(=0)-, -C(=S)-, and -C(=0)NR⁴⁵— ; or L³ is null;

each R⁴¹ is independently selected from the group consisting of halogen, an optionally substituted Ci-C₆ alkyl, and an optionally substituted Ci-C₆ alkoxy; each R⁴² is independently selected from the group consisting of -(CH₂)_mOR^A, -0(CH₂)_mOR^A, -NR^BR^C, -C(=0)NR^BR^c, -C(=NNR^BR^C)H, -(CH₂)_mR^K and -0(CH₂)_mR^K ;

each R⁴⁵ is independently selected from the group consisting of hydrogen, and methyl;

each R^A is independently selected from the group consisting of hydrogen, C1-C4 alkyl, and C1-C4 haloalkyl;

each -NR^BR^C is separately selected, wherein R^B and R^c are each independently selected from the group consisting of hydrogen, -C(=0)R^F, -(CH₂)_mR^F, -S0₂NR^DR^E, -C(=0)NR^DR^E, -C(=NH)NR^DR^E, Ci-C₆ alkyl, C₃-C7 cycloalkyl, C₃-C7 cycloalkenyl, and C1-C5 haloalkyl; or -NR^BR^C is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom; or -NR^BR^C is an optionally substituted C1-C5 alkylideneamino;

each -NR^DR^E is separately selected, wherein R^D and R^E are each independently selected from the group consisting of hydrogen, an optionally substituted C1- 5 alkyl, an optionally substituted C₃-C7 cycloalkyl, an optionally substituted C₃-C7 cycloalkenyl, an optionally substituted C1-C5 haloalkyl, and -(CH₂)_mR^G; or -NR^DR^E is an optionally substituted Ci-C₆ alkylideneaminyl; or NR^DR^E is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom;

each R^F is independently selected from the group consisting of hydrogen, an optionally substituted C1-C₃ alkyl, an optionally substituted C₃-C6 cycloalkyl, an optionally substituted C₃-C6 cycloalkenyl, an optionally substituted C1-C₃ haloalkyl, aryl and heteroaryl, where the aryl and heteroaryl in the definition of R^F are each optionally substituted with -C(=0)NR^DR^E or -NR^DR^E;

each R^G is independently selected from an optionally substituted aryl and an optionally substituted heteroaryl;

each m is independently 0, 1, or 2; and

each dashed line represents an optional double bond.

The compound of Claim 99,

wherein: G⁴ is selected from the group consisting of hydrogen, halogen, -(CH₂)_mOR^A, -0(CH₂)_mOR^A, -NR^BR^C, an optionally substituted C C₆ alkyl, an optionally substituted phenyl, an optionally substituted pyridinyl, an optionally substituted tetrazolyl, and an optionally substituted imidazolyl;

Q³ is selected from the group consisting of an ester, an amide, a urea, a carbamide, a thioamide, an imidamide, a sulfonamide, and a hydrazide derivative; or Q³ is selected from the group consisting of -C(=0)0-, -C(=0)NH-, -NR ⁵C(=0)NR⁴⁵-, -OC(=0)NR⁴⁵-, -C(=S)NR⁴⁵-, -NR ⁵S(0)i_₂- Ci-C₆

alkylideneaminyl, and ; or Q is null;

A⁴ is selected from the group consisting of a aryl and heteroaryl, each substituted with one or more substituents selected from the group consisting of R⁴¹ and R⁴², said aryl and heteroaryl in the definition of A⁴ are each further optionally fused with an optionally substituted nonaromatic heterocycle or an optionally substituted nonaromatic carbocycle;

L³ is selected from -O- (oxygen), -S(O)₀-₂- -NR ⁵S(0)i_₂- -NR⁴⁵-, -C(=0)-, -C(=S)-, -C(=0)NR⁴⁵-, -C(=NR⁴⁵)-, -NR ⁵C(=0)-(CH₂)_mC(=0)NR⁴⁵-, -NR ⁵C(=0)-(CH₂)_mNR ⁵C(=0)-, an optionally substituted Q-Cg alkyl, an optionally substituted Ci-C₈ heteroalkyl, an optionally substituted heterocycle, an optionally substituted aryl, and an optionally substituted heteroaryl; or L³ is null;

each R⁴¹ is independently selected from the group consisting of halogen, cyano, an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ alkoxy, an optionally substituted Ci-C₆ haloalkyl, an optionally substituted Ci-C₆ heteroalkyl, and null;

each R⁴² is independently selected from the group consisting of -(CH₂)_mOR^A, -NR^BR^C, -C(=0)NR^BR^c, -C(=NNR^BR^C)H, -(CH₂)_mR^K, -0(CH₂)_mR^K, an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ alkoxy, an optionally substituted Ci-C₆ haloalkyl, and an optionally substituted Ci-C₆ heteroalkyl;

each R⁴⁵ is independently selected from the group consisting of hydrogen, and an optionally substituted Ci-C₄ alkyl; each R^A is independently selected from the group consisting of hydrogen, d- C₆ alkyl, and Ci-C₆ haloalkyl;

each -NR^BR^C is separately selected, wherein R^B and R^c are each independently selected from the group consisting of hydrogen, -S0₂R^F, -C(=0)R^F, -(CH₂)_mR^F, -(CH₂)_mOR^F, -S0₂NR^DR^E, -C(=0)NR^DR^E, -C(=NH)NR^DR^E, Ci-C₆ alkyl, Ci-C₆ haloalkyl, Ci-C₆ heteroalkyl, and Ci-C₆ heterohaloalkyl where the alkyl and the heteroalkyl are optionally fused with an aryl or heteroaryl; or -NR^BR^C is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom; or is an optionally substituted Ci-C₆ alkylideneamino;

each -NR^DR^E is separately selected, wherein R^D and R^E are each independently selected from the group consisting of hydrogen, an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ haloalkyl, an optionally substituted Ci-C₆ heteroalkyl, and -(CH₂)_mR^G; or -NR^DR^E is an optionally substituted Ci-C₆ alkylideneaminyl; or -NR^DR^E is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom;

each R^F is independently selected from the group consisting of hydrogen, C₁-C₃ alkyl, C₁-C₃ haloalkyl, aryl and heteroaryl, where the aryl and heteroaryl in the definition of R^F are each optionally substituted with -C(=0)NR^DR^E or -NR^DR^E; each R^G is independently selected from an optionally substituted aryl and an optionally substituted heteroaryl;

each m is independently 0, 1, or 2; and

one dashed line represents a double bond.

103. The compound of Claim 100 having the Formula Vb:

and pharmaceutically acceptable salts thereof;

wherein:

G⁴ is selected from the group consisting of hydrogen, halogen, fluoro, chloro, bromo, -OR^A, -0(CH₂)_mOR^A, -NR^BR^C, an optionally substituted Ci-C₆ alkyl, an optionally substituted phenyl, an optionally substituted pyridinyl, an optionally substituted tetrazolyl, and an optionally substituted imidazolyl; A⁴ is phenyl optionally substituted with one or more substituents selected from the group consisting of R⁴¹ and R⁴², where the phenyl in the definition of A⁴ is further optionally fused with an optionally substituted nonaromatic heterocycle or an optionally substituted nonaromatic carbocycle;

L³ is selected from -C(=0)NR⁴⁵-, -NR ⁵C(=0)-(CH₂)_mC(=0)NR⁴⁵-, -NR ⁵C(=0)-(CH₂)_mNR ⁵C(=0)-, and an optionally substituted heteroaryl; or L³ is null;

each R⁴¹ is independently selected from the group consisting of halogen, an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ alkoxy;

each R⁴² is independently selected from the group consisting of -(CH2)_mOR^A, -0(CH₂)_mOR^A, -NR^BR^C, -C(=0)NR^BR^c, -C(=NNR^BR^C)H, -(CH₂)_mR^K, -0(CH₂)_mR^K;

each R⁴⁵ is independently selected from the group consisting of hydrogen, and an optionally substituted Ci-C₄ alkyl;

each R^A is independently selected from the group consisting of hydrogen, Ci-C₆ alkyl, and Ci-C₆ haloalkyl;

each -NR^BR^C is separately selected, wherein R^B and R^c are each independently selected from the group consisting of hydrogen, -S0₂R^F, -C(=0)R^F, -(CH₂)_mR^F, -(CH₂)_mOR^F, -S0₂NR^DR^E, -C(=0)NR^DR^E, -C(=NH)NR^DR^E, -(CH₂)_mNR^DR^E, Ci-C₆ alkyl, C₃-C7 cycloalkyl, C₃-C7 cycloalkenyl, Ci-C₆ haloalkyl, Ci-C₆ heteroalkyl, and Ci-C₆ heterohaloalkyl where the alkyl and the heteroalkyl are optionally fused with an aryl or heteroaryl; or -NR^BR^C is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom;

each -NR^DR^E is separately selected, wherein R^D and R^E are each independently selected from the group consisting of hydrogen, an optionally substituted Ci-C₆ alkyl, an optionally substituted C₃-C7 cycloalkyl, an optionally substituted C₃-C7 cycloalkenyl, an optionally substituted Ci-C₆ haloalkyl, an optionally substituted Ci-C₆ heteroalkyl, and -(CH₂)_mR^G; or -NR^DR^E is an optionally substituted Ci-C₆ alkylideneaminyl; or -NR^DR^E is an optionally substituted nonaromatic heterocycle linked through a ring nitrogen atom;

each R^F is independently selected from the group consisting of hydrogen, an optionally substituted C1-C3 alkyl, an optionally substituted C₃-C7 cycloalkyl, aryl and heteroaryl, where the aryl and heteroaryl in the definition of R are each optionally substituted with -C(=0)NR^DR^E or -NR^DR^E;

each R^G is independently selected from an optionally substituted aryl and an optionally substituted heteroaryl;

each R^K is independently selected from the group consisting of -C(=0)NR^DR^E, -NR^DR^E, an optionally substituted aryl and an optionally substituted heteroaryl;

each m is independently 0, 1, or 2; and

each dashed line represents an optionally double bond.

104. The compound of Claim 103,

wherein:

G⁴ is selected from the group consisting of hydrogen, fluoro, chloro, bromo, imidazolyl, tetrazolyl, N-methyl-N-(2-hydroxyethyl)aminyl, methylaminosulfonamido, 2-hydroxyethyloxy, -(CH₂)_mOR^A, -0(CH₂)_mOR^A, and NR^BR^C;

A⁴ is phenyl optionally substituted with one or more substituents selected from the group consisting of R⁴¹ and R⁴², where the phenyl in the definition of G⁴ is further optionally fused with an optionally substituted nonaromatic heterocycle or an optionally substituted nonaromatic carbocycle;

L³ is selected from the group consisting of -C(=0)NH-, -NHC(=0)-C(=0)NH- and an optionally substituted heteroaryl; or L³ is null;

each R⁴¹ is an optionally substituted Ci-C₆ alkoxy;

each R⁴² is independently selected from the group consisting of -(CH₂)_mOR^A, -0(CH₂)_mOR^A, -NR^BR^C, -C(=0)NR^BR^c, -C(=NNR^BR^C)H, -(CH₂)_mR^K, and -0(CH₂)_mR^K;

each R^A is independently selected from the group consisting of hydrogen, and Ci-C₆ alkyl;

each -NR^BR^C is separately selected, wherein R^B and R^c are each independently selected from the group consisting of hydrogen, -S0₂R^F, -C(=0)R^F, -(CH₂)_mR^F, -OR^F, -S0₂NR^DR^E, -(CH₂)_mNR^DR^E, Ci-C₆ alkyl, and C₃-C₇ cycloalkyl; or -NR^BR^C is selected from the group consisting of pyrrolidinyl, morpholinyl, 4- methylpiperazinyl, piperazinyl, piperidinyl, 3-hydroxypyrrolidinyl, and 4- hydroxypiperidinyl, each optionally substituted with oxo;

each -NR^DR^E is separately selected, wherein R^D and R^E are each independently selected from the group consisting of hydrogen, an optionally substituted Ci-C₆ alkyl, an optionally substituted C₃-C6 cycloalkyl, and -(CH2)_mR^G; or -NR^DR^E is selected from the group consisting of pyrrolidinyl, morpholinyl, 4- methylpiperazinyl, piperazinyl, piperidinyl, 3-hydroxypyrrolidinyl, and 4- hydroxypiperidinyl, each optionally substituted with oxo;

each R^F is independently selected from the group consisting of hydrogen, an optionally substituted C1-C3 alkyl, an optionally substituted C₃-C6 cycloalkyl, aryl and heteroaryl, where the aryl and heteroaryl in the definition of R^F are each optionally substituted with -NR^DR^E;

each R^G is independently selected from an optionally substituted aryl and an optionally substituted heteroaryl;

each R^K is independently selected from the group consisting of an optionally substituted aryl and an optionally substituted heteroaryl;

each m is independently 0, 1, or 2; and

each dashed line represents an optionally double bond.

105. The compound of Claim 99, having the proviso that a compound of Formula V lected from the group consisting of:

A compound of Formula VI:

and pharmaceutically acceptable salts, esters, stereoisomers, tautomers or prodrugs thereof for use in treating an anemia, a neutropenia, a cardiovascular disorder, an immune/autoimmune disorder, or a neurologic disorder;

wherein:

E is selected from the group consisting of O (oxygen), S (sulfur), NR and CR ²R⁴³;

R⁴¹ is selected from the group consisting of hydrogen, halogen, cyano, C(=0)R^c, Ci-C₆ haloalkyl, Ci-C₆ heteroalkyl, and an optionally substituted Ci-C₆ alkyl;

R⁴² and R⁴³ are each independently selected from the group consisting of hydrogen, halogen, -OR^, -OR^cc, -NR^AR^B, -NR^CR^D, -SR^AA, -(CH₂)_mR^E, -CONR^cR^D, an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ haloalkyl, and an optionally substituted Ci-C₆ heteroalkyl; or CR ²R⁴³ is an optionally substituted C₃-C7 cycloalkyl;

X¹, X², and X³ are each independently selected from the group consisting of N (nitrogen) and CR⁴¹;

G⁹ is selected from the group consisting of aryl and heteroaryl, each optionally substituted with one or more substituents selected from the group consisting of R⁴⁴ and R⁴⁵, said aryl and heteroaryl in the definition of G⁹ are each further optionally fused with an optionally substituted nonaromatic heterocycle or an optionally substituted nonaromatic carbocycle;

each R⁴⁴ is separately selected from the group consisting of halogen, cyano, an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ alkoxy, an optionally substituted C2-C6 alkenyl, an optionally substituted C2-C6 alkynyl, an optionally substituted C₃-C7 cycloalkyl, an optionally substituted Ci-C₆ haloalkyl, and an optionally substituted Ci-C₆ heteroalkyl;

each R⁴⁵ is separately selected from the group consisting of hydrogen, halogen, -OR^, -OR^cc, -NR^AR^B, -NR^CR^D, -SR^, -(CH₂)_mR^E, d-C₆ haloalkyl, Ci-C₆ heteroalkyl, and an optionally substituted Ci-C₆ alkyl; each R is independently selected from the group consisting of hydrogen, -(CH₂)_mS0₂R^F, -(CH₂)_mC(=0)R^F, -(CH₂)_mC(=0)NR^cR^D , an optionally substituted Ci-C₈ alkyl, an optionally substituted Ci-C₈ alkoxy, an optionally substituted C₂-Cs alkenyl, an optionally substituted C₂-Cs alkynyl, and an optionally substituted C₃-C7 cycloalkyl, where said C₃-C7 cycloalkyl is optionally fused with an aryl or heteroaryl; each R^BB is independently selected from the group consisting of hydrogen, an optionally substituted Ci-C₈ alkyl, an optionally substituted Ci-C₈ alkoxy, an optionally substituted C₂-Cs alkenyl, an optionally substituted C₂-Cs alkynyl, an optionally substituted C₃-C7 cycloalkyl, and -(CH₂)_mR^E;

each -NR^AR^B is separately selected, wherein R^A and R^B are each independently selected from the group consisting of hydrogen, -(CH₂)_mS0₂R^F, -(CH₂)_mC(=0)R^F, -(CH₂)_mC(=0)NR^cR^D , an optionally substituted d-Cg alkyl, an optionally substituted Ci-C₈ alkoxy, an optionally substituted C₂-Cs alkenyl, an optionally substituted C₂-Cs alkynyl, and an optionally substituted C₃-C7 cycloalkyl, where said C₃-C7 cycloalkyl is optionally fused with an aryl or heteroaryl; or -NR^AR^B is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom optionally fused with an aryl or heteroaryl; or -NR^AR^B is an optionally substituted Ci-C₆ alkylideneamino;

each -NR^CR^D is separately selected, wherein R^c and R^D are each independently selected from the group consisting of hydrogen, an optionally substituted Ci-C₈ alkyl, an optionally substituted Ci-C₈ alkoxy, an optionally substituted C₂-Cs alkenyl, an optionally substituted C₂-Cs alkynyl, an optionally substituted C₃-C7 cycloalkyl, and -(CH₂)_mR^E; or -NR^CR^D is an optionally substituted d-Cg alkylideneamino; or -NR^CR^D is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom;

each R^E is separately selected from the group consisting of an optionally substituted aryl and an optionally substituted heteroaryl;

each R^F is separately selected from the group consisting of hydrogen, a an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ alkoxy, an optionally substituted C₂-C₆ alkenyl, an optionally substituted C₂-C₆ alkynyl, an optionally substituted C₃-C7 cycloalkyl, an optionally substituted aryl and an optionally substituted heteroaryl; L⁹ is selected from the group consisting of -(CH₂)_mC(=0)NR ⁶(CH₂)_q-, -(CH₂)_mC(=0)NR ⁶(CH₂)_qC(=0)NR⁴⁶-, -S(0)₂NH-, O (oxygen), -NR⁴⁶-, -OC(=0)0-, -OC(=0)NH-, -NHC(=0)NH-, -NHC=SNH-, -C(=NR⁴⁶)-, -C(=0)NR⁴⁶-, -C(=S)NR ⁶-; or L⁹ is null;

each R⁴⁶ is independently selected from the group consisting of hydrogen, Ci-C₆ haloalkyl, and an optionally substituted Ci-C₆ alkyl;

each m is independently 0, 1, or 2;

each q is independently 1, 2, 3, 4, 5, or 6; and

any bond represented by a dashed and solid line represents a bond selected from the group consisting of a single bond and a double bond.

107. The compound of Claim 106 having the Formula Via:

and pharmaceutically acceptable salts thereof.

108. A compound of Formula VII:

and pharmaceutically acceptable salts, esters, stereoisomers, tautomers or prodrugs thereof for use in treating an anemia, a neutropenia, a cardiovascular disorder, an immune/autoimmune disorder, or a neurologic disorder;

wherein:

G¹⁰ is selected from the group consisting of Ci-C₆ alkyl, Ci-C₆ alkoxy, C₂-C₆ alkenyl, C₂-C₆ alkynyl, C₃-C7 cycloalkyl, C₃-C7 cycloalkenyl, C1-C5 haloalkyl, C1-C5 heteroalkyl, heterocycle, aryl and heteroaryl, each optionally substituted with one or more substituents selected from the group consisting of R⁵¹, R⁵², and R⁵³, said aryl and heteroaryl in the definition of G¹⁰ are each further optionally fused with an optionally substituted nonaromatic heterocycle or an optionally substituted nonaromatic carbocycle;

Q¹⁰ is selected from the group consisting of Q¹¹, Q^u-Q¹², and Qⁿ-Q¹²-Q¹³; Q and Q are each independently selected from the group consisting of piperazinyl, -C(=0)0- -C(=0)NR⁵¹-, -NR⁵¹C(=0)NR⁵¹-, -OC(=0)NR⁵¹-, -C(=S)NR⁵¹-, -NR⁵¹S(0)i_2- -(CH₂)_mC(=0)NR⁵¹(CH₂)_q-, and

-(CH₂)_mC(=0)NR⁵¹(CH₂)_qC(=0)NR⁵¹-;

Q¹² is selected from the group consisting of an optionally substituted aryl, an optionally substituted heteroaryl and an optionally substituted heterocycle;

each R⁵¹ is separately selected from the group consisting of hydrogen, halogen, cyano, an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ alkoxy, an optionally substituted C₂-C₆ alkenyl, an optionally substituted C₂-C₆ alkynyl, an optionally substituted C₃-C7 cycloalkyl, an optionally substituted C₃-C7 cycloalkenyl, an optionally substituted Ci-C₆ haloalkyl, and an optionally substituted Ci-C₆ heteroalkyl;

each R⁵² is separately selected from the group consisting of -(CH₂)_mOR^A, -(CH₂)_mNR^BR^c, -(CH₂)_mS0₂NR^BR^c , and -(CH₂)_mSR^A;

each R⁵³ is separately selected from the group consisting of -(CH₂)_mOR^D, -(CH₂)_mNR^ER^F, -(CH₂)_mS(O)₀-₂R^D, -(CH₂)_mN0₂, -(CH₂)_mCN, and -(CH₂)_mR^G; each R⁵⁴ is separately selected from the group consisting of hydrogen, -(CH₂)_mOR^A, -(CH₂)_mNR^BR^c, -0(CH₂)_mNR^BR^c, -C(=0)NR^BR^c, -(CH₂)_mSR^A, -(CH₂)_mR^G, -0(CH₂)_mR^G, -(CH₂)_mS0₂NR^BR^c_, -(CH₂)_mCN , an optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ alkoxy, an optionally substituted C₂-C₆ alkenyl, an optionally substituted C₂-C₆ alkynyl, an optionally substituted C₃-C7 cycloalkyl, an optionally substituted C₃-C7 cycloalkenyl, an optionally substituted Ci- C₆ haloalkyl, and an optionally substituted Ci-C₆ heteroalkyl;

each R^A is separately selected from the group consisting of hydrogen, an optionally substituted Ci-C₆ alkyl, an optionally substituted C₂-C₆ alkenyl, an optionally substituted C₂-C₆ alkynyl, an optionally substituted C₃-C7 cycloalkyl, an optionally substituted C₃-C7 cycloalkenyl, an optionally substituted Ci-C₆ haloalkyl, and an optionally substituted Ci-C₆ heteroalkyl;

each -NR^BR^C is separately selected, wherein R^B and R^c are each independently selected from the group consisting of hydrogen, -(CH₂)_mS0₂R^H, -(CH₂)_mCOR^H, -(CH₂)_mCONR^ER^F, an optionally substituted Q-Cg alkyl, an optionally substituted Ci-C₈ alkoxy, an optionally substituted C₂-Cs alkenyl, an optionally substituted C2-C₈ alkynyl, an optionally substituted C₃-C7 cycloalkyl, and -(CH₂)_mR^G, where said C₃-C7 cycloalkyl is optionally fused with an aryl or heteroaryl; or -NR^BR^C or is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom optionally fused with an aryl or heteroaryl; or -NR^BR^C is an optionally substituted Ci-C₈ alkylideneamino;

each R^D is separately selected from the group consisting of hydrogen, an optionally substituted Ci-C₈ alkyl, an optionally substituted C2-C₈ alkenyl, an optionally substituted C2-C₈ alkynyl, an optionally substituted C₃-C₈ cycloalkyl, an optionally substituted C₃-C₈ cycloalkenyl, an optionally substituted Ci-C₈ haloalkyl, and an optionally substituted Ci-C₈ heteroalkyl;

each -NR^ER^F is separately selected, wherein R^E and R^F are each independently selected from the group consisting of hydrogen, an optionally substituted Ci-C₈ alkyl, an optionally substituted Ci-C₈ alkoxy, an optionally substituted C2-C₈ alkenyl, an optionally substituted C2-C₈ alkynyl, an optionally substituted C₃-C7 cycloalkyl, and -(CH₂)_mR^G; or -NR^ER^F or is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom; or -NR^CR^D is an optionally substituted Ci-C₈ alkylideneamino;

each R^G is separately selected from a substituted or unsubstituted aryl and a substituted or unsubstituted heteroaryl;

each R^H is separately selected from the group consisting of hydrogen, a Ci-C₆ alkyl, C2-C6 alkenyl, C2-C6 alkynyl, C₃-C7 cycloalkyl, C₃-C7 cycloalkenyl, Ci-C₆ haloalkyl, C1-C5 heteroalkyl, an optionally substituted heterocycle, an optionally substituted aryl, and an optionally substituted heteroaryl;

X¹, X², and X³ are each independently selected from the group consisting of N

(nitrogen) and CR 47 ;

each R 47 is separately selected from the group consisting of hydrogen, halogen, an optionally substituted C1-C5 alkyl, and an optionally substituted C1-C5 heteroalkyl

each m is independently 0, 1, 2, or 3; and

any bond represented by a dashed and solid line represents a bond selected from the group consisting of a single bond and a double bond.

109. The compound of Claim 108, having the formula Vila:

and pharmaceutically acceptable salts thereof.

110. The compound of Claim 108, having the proviso that a compound of not selected from the group consisting of:

111. A compound of any of Claims 1 to 110 that is an HGF mimetic, an HGF receptor agonist or an HGF receptor antagonist.

112. A compound of any of Claims 1 to 110 that is a hematopoietic growth factor mimetic, a hematopoietic growth factor receptor agonist or a a hematopoietic growth factor receptor antagonist.

113. A compound of any of Claims 1 to 110 that is an EPO mimic.

114. A compound of any of Claims 1 to 110 that is a selective EPO receptor agonist.

115. A compound of any of Claims 1 to 110 to that is a selective EPO receptor partial agonist.

116. A compound of any of Claims 1 to 110 that is a selective EPO receptor antagonist.

117. A compound of any of Claims 1 to 110 that is a selective EPO receptor binding compound.

118. A method for modulating an EPO activity in a cell comprising contacting a cell with a compound of any of Claims 1 to 117.

119. A method for identifying a compound that modulates an EPO activity, comprising contacting a cell that expresses an EPO receptor with a compound of any of Claims 1 to 117; and monitoring an effect of the compound on the cell.

120. A method of treating a patient, comprising administering to the patient a therapeutically effective amount of a compound of any of Claims 1 to 117.

121. The method of claim 120, wherein the disease or condition results from radiation or chemotherapy.

122. The method of claim 121, further comprising harvesting cells from the patient.

123. The method of claim 121, wherein the treatment is prophylactic.

124. The method of claim 121, wherein the patient suffers from a condition affecting the nervous system.

125. The method of claim 124, wherein the patient suffers from a disease selected from amyotrophic lateral sclerosis, multiple sclerosis, and multiple dystrophy.

126. The method of claim 124, wherein the patient suffers from injury to the nervous system.

127. The method of claim 124, wherein the patient suffers from injury to the spinal cord.

128. A method of treating a patient suffering from an anemia, a neutropenia, a cardiovascular disorder, an immune/autoimmune disorder, or a neurologic disorder, comprising administering to the patient a therapeutically effective amount of a compound having Formula X:

and pharmaceutically acceptable salts, esters, stereoisomers, tautomers or prodrugs thereof;

wherein: A is selected from the group consisting of Ci-C₆ alkyl, Ci-C₆ alkoxy, C2-C6 alkenyl, C2-C6 alkynyl, C₃-C7 cycloalkyl, C₃-C7 cycloalkenyl, Ci-C₆ haloalkyl, Ci-C₆ heteroalkyl, heterocycle, aryl, and heteroaryl, each optionally substituted with one or more substituents selected from the group consisting of R¹, R², and R³, said aryl and heteroaryl in the definition of A¹⁰ are each further optionally fused with an optionally substituted nonaromatic heterocycle or an optionally substituted nonaromatic carbocycle;

G¹⁰ is selected from the group consisting of Ci-C₆ alkyl, Ci-C₆ alkoxy, C2-C6 alkenyl, C2-C6 alkynyl, C₃-C7 cycloalkyl, C₃-C7 cycloalkenyl, Ci-C₆ haloalkyl, Ci-C₆ heteroalkyl, heterocycle, aryl, and heteroaryl, each optionally substituted with one or more substituents selected from the group consisting of R⁴, R⁵, and R⁶, said aryl and heteroaryl in the definition of G¹⁰ are each further optionally fused with an optionally substituted nonaromatic heterocycle or an optionally substituted nonaromatic carbocycle;

J¹⁰ is a 1-8 atom long spacer containing at least 2 heteroatoms separated by 2 bonds and comprising one or more groups selected from -S(0)2NR^A-, an optionally substituted Ci-C₆ heteroalkyl, an optionally substituted heterocycle, and an optionally substituted heteroalkylheterocycle; including the proviso that J¹⁰ is not a 1-8 atom spacer containing at least 2 heteroatoms separated by 3 or 4 bonds and comprising one or more groups selected from an optionally substituted Ci-C₆ heteroalkyl, an optionally substituted heterocycle, and an optionally substituted heteroalkylheterocycle ;

Q¹⁰ is a 1-8 atom long spacer containing at least 2 heteroatoms separated by 2 bonds and comprising one or more groups selected from -S(0)2NR^A-, an optionally substituted Ci-C₆ heteroalkyl, an optionally substituted heterocycle, and an optionally substituted heteroalkylheterocycle;

L¹⁰ is a 2-14 atom long linker comprising one or more groups selected from -O- (oxygen), -C(=0)-, -C(=S)-, -NR^A- -S(O)₀-₂- -NR^AS(0)i_₂NR^A- and -NR^AS(0)i_₂0-, and one or more groups selected from -O- (oxygen), -C(=0)-, -C(=S)-, -NR^A- -S(0)o-2- -NR^AS(0)i_₂NR^A- and -NR^AS(0)i_₂0- an optionally substituted C1-C1₀ alkyl, an optionally substituted aryl, and an optionally substituted heteroaryl; where the an optionally substituted aryl and an optionally substituted heteroaryl in the definition of L are each further optionally fused with an optionally substituted nonaromatic heterocycle or an optionally substituted nonaromatic carbocycle;

R¹ is selected from the group consisting of halogen, optionally substituted Ci-C₆ alkyl, an optionally substituted Ci-C₆ alkoxy, an optionally substituted C2-C6 alkenyl, an optionally substituted C2-C6 alkynyl, an optionally substituted C₃-C7 cycloalkyl, optionally substituted C₃-C7 cycloalkenyl, and an optionally substituted Ci-C₆ heteroalkyl;

R² is selected from the group consisting of halogen, -OR^A, -NR^BR^C, -SR^A;

R³ is selected from the group consisting of -OR^D, -NR^ER^F, -S(O)₀-₂R^D, -N0₂, -CN, and -(CH₂)_mR^G, ;

R⁴ is selected from the group consisting of halogen, optionally substituted Ci-C₆ alkyl, an optionally substituted C1-C5 alkoxy, an optionally substituted C2-C6 alkenyl, an optionally substituted C2-C6 alkynyl, an optionally substituted C₃-C7 cycloalkyl, optionally substituted C₃-C7 cycloalkenyl, , an optionally substituted Ci-C₆ heteroalkyl;

R⁵ is selected from the group consisting of -OR^A, -NR^BR^C, -SR^A;

R⁶ is selected from the group consisting of -OR^D, -NR^ER^F, -S(O)₀-₂R^D, -N0₂, -CN, and -(CH₂)_mR^G;

each R^A is separately selected from the group consisting of hydrogen, -S0₂R^F, -C(=0)R^F, -C(=0)NR^cR^D, Ci-C₆ alkyl, C₂-C₆ alkenyl, C₂-C₆ alkynyl, C₃-C7 cycloalkyl, C₃-C7 cycloalkenyl, C1-C5 haloalkyl, C1-C5 heteroalkyl, and C1-C5 heterohaloalkyl, where the C1-C5 alkyl, C₃-C7 cycloalkyl, C1-C5 heteroalkyl, and Ci-C₆ heterohaloalkyl in the definition of R^A are optionally substituted;

each -NR^BR^C is separately selected, wherein R^B and R^c are each independently selected from the group consisting of hydrogen, -S0₂R^H, -C(=0)R^H, -C(=0)NR^ER^F, Ci-C₆ alkyl, C₂-C₄ alkenyl, an optionally substituted C₂-C₄ alkynyl, C₃-C7 cycloalkyl, C1-C5 haloalkyl, C1-C5 heteroalkyl, heterocycle, and C1-C5 heterohaloalkyl where the cycloalkyl and the heterocycle are optionally fused with an aryl or heteroaryl; or -NR^BR^C is an optionally substituted non-aromatic heterocycle linked through a ring nitrogen atom; or -NR^BR^C is an optionally substituted Ci-C₆ alky lideneamino ; each R^D is independently selected from the group consisting of hydrogen, an optionally substituted Ci-C₆ alkyl, an optionally substituted C2-C4 alkenyl, an optionally substituted C2-C4 alkynyl, an optionally substituted C₃-C7 cycloalkyl, an optionally substituted Ci-C₆ haloalkyl, an optionally substituted C1-C5 heteroalkyl, an optionally substituted heterocyle, and -(CH2)_mR^G;

each -NR^ER^F is separately selected, wherein R^E and R^F are each independently selected from the group consisting of hydrogen, an optionally substituted Ci-C₆ alkyl, an optionally substituted C2-C4 alkenyl, an optionally substituted C2-C4 alkynyl, an optionally substituted C₃-C7 cycloalkyl, an optionally substituted C1-C5 haloalkyl, an optionally substituted C1-C5 heteroalkyl, an optionally substituted heterocycle, and -(CH2)_mR^G; or -NR^ER^F is an optionally substituted nonaromatic heterocycle linked through a ring nitrogen atom;

each R^G is separately selected from an optionally substituted aryl and an optionally substituted heteroaryl;

each R^H is separately selected from the group consisting of hydrogen, a Ci-C₆ alkyl, a Ci-C₆ haloalkyl, a Ci-C₆ heteroalkyl, a C₃-C6 cycloalkyl, an optionally substituted heterocycle, and an optionally substituted aryl or an optionally substituted heteroaryl; and

each m is independently 0, 1, or 2.

129. The method of Claim 128, wherein the compound of Formula X has the formula Xa:

and pharmaceutically acceptable salts thereof,

wherein;

A¹⁰ is selected from the group consisting of aryl and heteroaryl, each optionally substituted with one or more substituents selected from the group consisting of R¹, R², and R³, said aryl and heteroaryl in the definition of A¹⁰ are each further optionally fused with a nonaromatic heterocycle or nonaromatic carbocycle; and G is selected from the group consisting of aryl and heteroaryl, each optionally substituted with one or more substituents selected from the group consisting of R⁴, R⁵, and R⁶, said aryl and heteroaryl in the definition of G¹⁰ are each further optionally fused with a nonaromatic heterocycle or nonaromatic carbocycle.

130. The method of Claim 128, wherein the compound of Formula X has the formula Xb:

and pharmaceutically acceptable salts thereof,

wherein;

A¹⁰ is selected from the group consisting of aryl and heteroaryl, each optionally substituted with one or more substituents selected from the group consisting of R¹, R², and R³, said aryl and heteroaryl in the definition of A¹⁰ are each further optionally fused with a nonaromatic heterocycle or nonaromatic carbocycle; and

G¹⁰ is selected from the group consisting of aryl and heteroaryl, each optionally substituted with one or more substituents selected from the group consisting of R⁴, R⁵, and R⁶, said aryl and heteroaryl in the definition of G¹⁰ are each further optionally fused with a nonaromatic heterocycle or nonaromatic carbocycle.

131. The method of Claim 128,

wherein:

A¹⁰ is selected from the group consisting of Ci-C₆ alkyl, C₃-C7 cycloalkyl, Ci-C₆ heteroalkyl, heterocycle, aryl, and heteroaryl, each substituted with one or more substituents selected from the group consisting of R¹, R², and R³, said aryl and heteroaryl in the definition of A¹⁰ are each further optionally fused with a nonaromatic heterocycle or nonaromatic carbocycle;

G¹⁰ is selected from the group consisting of C1- 5 alkyl, C₃-C7 cycloalkyl, Q- C₆ heteroalkyl, heterocycle, aryl, and heteroaryl, each substituted with one or more substituents selected from the group consisting of R⁴, R⁵, and R⁶, said aryl and heteroaryl in the definition of G are each further optionally fused with a nonaromatic heterocycle or nonaromatic carbocycle;

R¹ is selected from the group consisting of fluorine, chlorine, and methyl;

R² is selected from the group consisting of -OR^A, -NR^BR^C, and -SR^A;

R³ is selected from the group consisting of -(CH₂)_mR^G, -OR^D, and -NR^ER^F;

R⁴ is selected from the group consisting of fluorine, chlorine, and methyl;

R⁵ is selected from the group consisting of -OR^A, -NR^BR^C, and -SR^A;

R⁶ is selected from the group consisting of -(CH₂)_mR^G, -OR^D, and -NR^ER^F;

J¹⁰ and Q¹⁰ are each independently selected from the group consisting of an ester, an amide, a urea, a carbamide, -S(0)₂NR^A-, a thioamide, a thioester, and an imidamide;

L¹⁰ is a 3-13 atom long linker comprising comprising one or more groups selected from -O- (oxygen), -NR^A- -S(O)_0-2- and -NR^AS(0)i_₂0- and one or more groups selected from -O- (oxygen), -NR^A-, -S(0)o_-2-, and -NR^AS(0)i_₂0-, an optionally substituted Ci-C₈ alkyl, an optionally substituted aryl, and an optionally substituted heteroaryl; where the an optionally substituted aryl and an optionally substituted heteroaryl in the definition of L¹⁰ are each further optionally fused with a nonaromatic heterocycle or a nonaromatic carbocycle; and

each m is independently 0, 1, or 2.

132. The method of Claim 128,

wherein A¹⁰ is selected from the group consisting of a C₂-C6 alkyl, a C₂-C7 cycloalkyl, a C₁-C5 heteroalkyl, a heterocycle, phenyl, pyridinyl, pyrrolyl, pyrimidinyl, imidazolyl, isoxazolyl, thiazolyl, thienyl, indolyl, benzoxazolyl, benzthiazolyl, benzimidazolyl, and purinyl, each substituted with one or more substituents selected from the group consisting of R¹, R², and R³;

G¹⁰ is selected from the group consisting of a C₂-C6 alkyl, a C₂-C7 cycloalkyl, a Ci-C₆ heteroalkyl, a heterocycle, phenyl, pyridinyl, pyrrolyl, pyrimidinyl, imidazolyl, isoxazolyl, thiazolyl, thienyl, indolyl, benzoxazolyl, benzthiazolyl, benzimidazolyl, and purinyl, each substituted with one or more substituents selected from the group consisting of R⁴, R⁵, and R⁶;

R¹ is selected from the group consisting of fluorine, chlorine, and methyl; R² is selected from the group consisting of -OR^A and -NR^BR^C;

R³ is R^G;

R⁴ is selected from the group consisting of fluorine, chlorine, and methyl; R⁵ is selected from the group consisting of -OR^A and -NR^AR^B; R⁶ is R^G;

J¹⁰ and Q¹⁰ are each independently selected from the group consisting of an amide, a urea, a carbamide, -S(0)₂NR^A-, a thioamide, and an imidamide;

L¹⁰ is a 3-13 atom long linker comprising one or more groups selected from -O- (oxygen), -C(=0)-, -NR^A- -S(O)₀-₂- -NR^AS(0)i_₂NR^A- and one or more groups selected from an optionally substituted aryl, and an optionally substituted heteroaryl; where the an optionally substituted aryl and an optionally substituted heteroaryl in the definition of L¹⁰ are each further optionally fused with a nonaromatic heterocycle or a nonaromatic carbocycle.

133. A method of treating a patient, comprising administering to the patient a therapeutically effective amount of a compound having the structure:

134. The method of claim 133, wherein the patient suffers from an anemia, a neutropenia, a cardiovascular disorder, an immune/autoimmune disorder, an infectious disorder, or a neurologic disorder.

135. A pharmaceutical composition comprising a physiologically acceptable carrier, diluent, or excipient; and a compound of any of Claims 1 to 117.