TETHERED HETEROCYCLIC INHIBITORS OF KRAS G12C MUTANT PROTEINS AND USES THEREOF CROSS-REFERENCE TO RELATED APPLICATIONS [0001] This application claims the benefit of priority to U.S. Provisional Patent Application No. 63/413,548, filed October 5, 2022, which is hereby incorporated by reference in its entirety, and for all purposes as if fully set forth herein. FIELD [0002] The present disclosure relates generally to compounds having activity as inhibitors of the G12C-mutant KRAS protein, pharmaceutical compositions comprising the compounds, and uses and methods of treating disorders such as cancer, including but not limited to lung, pancreatic and colorectal cancer. BACKGROUND [0003] The KRAS oncoprotein is a G-protein that couples extracellular mitogenic signaling to intracellular, pro-proliferative responses. KRAS functions as a molecular "on/off" switch, alternating between an inactive GDP-bound state and an active GTP-bound state. Transition between these states is facilitated by guanine nucleotide-exchange factors. Mitogen stimulation can induce GTP binding, which results in a conformational change that enables KRAS to interact with downstream effector proteins, leading to cellular proliferation. In normal cells, the pro-proliferative signaling is regulated by the action of GTPase-activating proteins (GAPs), which return KRAS to its GDP-bound, non- proliferative state. Mutations in KRAS impair the regulated cycling of KRAS between these GDP- and GTP-bound states, leading to the accumulation of the GTP-bound active state and dysregulated cellular proliferation. See Simanshu et al., Cell 2017, 170, 17-33. [0004] Attempts to develop inhibitors of mutated KRAS proteins have historically been thwarted by the picomolar affinity with which KRAS binds to GDP and GTP, as well as the absence of druggable pockets on the surface of the protein. See Cox et al., Nat. Rev. Drug Discov.2014, 13, 828- 851. Covalent inhibitors of the G12C mutant of KRAS ("KRAS ^G12C ") have been identified. These inhibitors can bind to a previously unrecognized allosteric pocket on GDP-KRAS ^G12C , preventing its subsequent activation. See O'Bryan, J. P. Pharmacol. Res.2019, 139, 503-511 and Ostrem et al., Nature 2013, 503, 548-551. This discovery brought about significant new efforts in KRAS inhibitor research, recently culminating in the entry of KRAS inhibitors into human clinical trials. While some progress has been made, the need for further KRAS ^G12C inhibitors for the treatment of disorders, such as cancer, remains. SUMMARY [0005] One aspect of the disclosure provides a compound of Formula (I): a pharmaceutically acceptable salt thereof, wherein m is 0, 1, 2, 3, or 4; n is 1 or 2; o is 0, 1, 2, 3, or 4; A is N, CH, C-halo, C-CN, C-C _1-3 alkyl, C-C _1-3 haloalkyl, C-C _0-3 alkyleneOH, or C-C _{0- 3} alkylene-C _1-4 alkoxy; W is CH, C-halo, C-CN, C-C1-3alkyl, C-C1-3haloalkyl, C-C0-3alkyleneOH, or C-C0-3alkylene- C _1-4 alkoxy; ; C _{0- 3} alkylene-C _1-4 alkoxy; Z is phenyl, heteroaryl comprising 5 or 6 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or a bicyclic ring comprising a heteroaryl ring having 5 or 6 total ring atoms and 1-3 heteroatoms selected from N, O, and S fused to a cycloalkyl ring having 5 or 6 total ring atoms or a heterocycloalkyl ring having 5 or 6 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; wherein each of the phenyl, heteroaryl, and bicyclic rings is optionally substituted with 1-4 substituents; each of R ^1a , R ^1b , and R ² independently is H, D, halo, C1-4alkyl, C1-4haloalkyl, C1-2alkylene- OH, C _0-2 alkylene-C _1-4 alkoxy, C _0-2 alkylene-C _1-4 haloalkoxy, C _0-2 alkylene-CN, C _{0- 2} alkylene-N(R ^N1 ) ₂ , C _1-2 alkylene-heterocycloalkyl having 3-6 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S, or R ^1b and R ² , together with the carbon atoms to which they are attached, from a group; each R ³ independently is C1-3alkyl, C1-3haloalkyl, C0-3alkyleneCN, C0-3alkyleneOH, C0- 3alkylene-C _1-3 alkoxy, oxo, spiro-cycloalkyl having 3-7 total ring atoms, spiro- heterocycloalkyl having 3-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S, or two adjacent R ³ , together with the atoms to which they are attached, form a fused cycloalkyl ring having 3-7 total ring atoms; one R ⁴ and R ^5a , together with the atoms to which they are attached, form an optionally substituted ring having 6-10 total ring atoms and 0, 1, or 2 heteroatoms selected from N, O, and S, wherein the ring is saturated or unsaturated; when n is 2, the other R ⁴ is C _1-3 alkyl, C _1-3 haloalkyl, C _0-3 alkyleneCN, C _1-3 alkyleneOH, C _{1- 3} alkylene-C _1-3 alkoxy, oxo, spiro-cycloalkyl having 3-7 total ring atoms, or spiro- heterocycloalkyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S; R ^5b is C _1-3 haloalkyl, C _1-4 alkyl, C _2-3 alkenyl, C _2-3 alkynyl, halo, C _1-3 alkoxy, C _1-3 thioalkoxy, cycloalkyl having 3-7 total ring atoms, cycloalkenyl having 5-7 total ring atoms, heterocycloalkyl having 3-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or heterocycloalkenyl having 5-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, wherein each of foregoing is independently optionally substituted with 1-3 substituents; each R ⁶ independently is halo, CN, oxo, C _1-3 alkyl, C _1-3 haloalkyl, C _0-3 alkyleneOH, C _{0- 3} alkylene-C _1-3 alkoxy, deuterated C _0-3 alkylene-C _1-3 alkoxy, C _1-4 alkylene-N(R ^N1 ) ₂ , spiro-cycloalkyl having 3-7 total ring atoms, spiro-heterocycloalkyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S; or two adjacent R ⁶ , together with the atoms to which they are attached, form a fused cycloalkyl ring having 3-7 total ring atoms; or Y and an adjacent R ⁶ , together with the atoms to which they are attached, form a fused cycloalkyl ring having 3-7 total ring atoms; wherein the fused cycloalkyl ring of any of the foregoing is optionally substituted with 1 or 2 substituents; or two non-adjacent R ⁶ join together to form a C1-3alkylene bridge or a C1-3ether bridge; and each R ^N1 independently is H or C _1-4 alkyl. or me CH ₂ CH ₂ CH ₃ , CH(CH ₃ ) ₂ , CF ₃ , CHF ₂ , or CH ₂ F. In some cases, W is CH. [0007] In some cases, one R ⁴ and R ^5a , together with the atoms to which they are attached, form an optionally substituted ring having 6-10 total ring atoms and 0, 1, or 2 heteroatoms selected from N, O, and S, wherein the ring is saturated. In some cases, one R ⁴ and R ^5a , together with the atoms to which they are attached, form an optionally substituted ring having 6-10 total ring atoms and 0, 1, or 2 heteroatoms selected from N, O, and S, wherein the ring is unsaturated. In some cases, the optionally substituted ring has 6 or 7 total ring atoms. In some cases, the optionally substituted ring has 0 heteroatoms. In some cases, the optionally substituted ring has 1 or 2 heteroatoms selected from N, O, and S. In some cases, the 1 or 2 heteroatoms are each O. In some cases, the 1 or 2 heteroatoms are ^{each N. In some cases, the ring formed by one R4} _{and R} ^5a _{, together with the atoms to which they are} attached, is unsubstituted. In some cases, the ring formed by one R ⁴ and R ^5a , together with the atoms to which they are attached, is substituted with 1 or 2 substituents selected from the group consisting of C _1-3 alkyl, C _1-3 haloalkyl, oxo, halo, CN, C _0-3 alkyleneOH, C _0-3 alkylene-C _1-3 alkoxy, cycloalkyl having 3- 7 total ring atoms, cycloalkenyl having 5-7 total ring atoms, heterocycloalkyl having 4-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, heterocycloalkenyl having 5-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, and phenyl. In some case is , , or . In some cases, R ^5b is CF3, CF2H, CFH2, or CF ₂ CH ₃ . [0008] In some cases, X is . In some cases, Y is C-H. In some cases, o is 0. In some cases, o is 1. In some cases, R ⁶ is CH ₃ , CH ₂ F, CHF ₂ , or CF ₃ . In some cases, is or . [0009] In some cases, Z is heteroaryl comprising 5 or 6 total ring atoms and 1-3 heteroatoms selected from N, O, and S, wherein the heteroaryl is optionally substituted with 1-4 substituents. In some cases, the heteroaryl is pyrrolyl, furanyl, thiophenyl, pyrazolyl, imidazolyl, thiazolyl, isothiazolyl, oxazolyl, isoxazolyl, triazolyl, thiadiazolyl, oxadiazolyl, pyridyl, pyridazinyl, pyrimidinyl, pyrazinyl, or triazinyl. In some cases, the heteroaryl is pyrazolyl or pyridyl. In some cases, the heteroaryl is substituted with 1-4 substituents, each of which independently is selected from the group consisting of halo, CN, C _1-6 alkyl, C _1-6 haloalkyl, C _2-6 alkenyl, C _2-6 haloalkenyl, C _0-6 alkylene- OH, C _0-6 alkylene-C _1-3 alkoxy, C _0-6 alkylene-N(R ^N1 ) ₂ wherein each R ^N1 independently is H or C _1-3 alkyl, C _0-2 alkylene-cycloalkyl having 3-6 total ring atoms, C _0-2 alkylene-heterocycloalkyl having 3-6 total ring atoms and 1-3 heteroatoms selected from N, O, and S, and C _0-2 alkylene-phenyl; wherein each of the alkyl, alkenyl, C _0-6 alkylene-C _1-3 alkoxy, cycloalkyl, heterocycloalkyl, and phenyl substituents independently is optionally substituted with 1-3 substituents independently selected from deuterium, halo, OH, CH ₃ , OCH ₃ , and OCD ₃ . In some cases, each of the 1-4 substituents independently is selected from the group consisting of Cl, F, CN, CH ₃ , CD ₃ , CH ₂ CH ₃ , CH(CH ₃ ) ₂ , CF ₃ , CHF ₂ , CH ₂ F, CH ₂ CHF ₂ , CH ₂ CH ₂ F, CH(CH ₂ F) ₂ , CH(CH ₃ )CH ₂ F, CH(CH ₃ )CHF ₂ , C(=CH ₂ )CH ₂ F, OH, CH ₂ OH, CH2CH2OH, CH(CH3)CH2OH, C(CH3)2OH, C(CH3)2CH2OH, CH2C(CH3)2OH, OCH3, OCD3, CH ₂ OCH ₃ , CH ₂ OCD ₃ , CH ₂ CH ₂ OCH ₃ , CHFCH ₂ OCH ₃ , CF ₂ CH ₂ OCH ₃ , CH ₂ CH ₂ OCD ₃ , CH ₂ CH ₂ OCH ₂ CH ₃ ,CH ₂ CH ₂ CH ₂ OCH ₃ , CH ₂ CH ₂ CH ₂ OCD ₃ , CH(CH ₃ )CH ₂ OCH ₃ , CH(CH ₃ )CH ₂ OCD ₃ ,C(CH ₃ ) ₂ CH ₂ OCH ₃ , C(CH ₃ ) ₂ CH ₂ OCD ₃ , CH ₂ CH(CH ₃ )OCH ₃ , CH ₂ CH(CH ₃ )OCD ₃ , CH ₂ C(CH ₃ ) ₂ OCH ₃ , CH ₂ C(CH ₃ ) ₂ OCD. ₃ , NH ₂ , CH ₂ NH,, CHJMHCHJ, CH ₂ N(CH ₃ ) ₂ , CH ₂ CH ₂ NH ₂ .

pyrazolyl or pyridyl, each of which is optionally substituted with 1-4 substituents. In some cases, the 1-4 substituents of Z independently is CH;, CH2CH2OCH3, In some cases. Z is substituted with 2 substituents.

In some cases, one substituent of Z is CHj. In some cases, one substituent of Z is CH3, and the other

[ OOH ] In some cases, the compound of Formula (I) is a compound havin g a structure: pharmaceutically acceptable salt thereof. In some cases. the compound of Formula (I) is a compound having a structure pharmaceutically acceptable salt thereof.

[0012] Another aspect of the disclosure provides a compound of Formula (IT) : pharmaceutically acceptable salt thereof, wherein: m is 0, 1, 2, 3, or 4; n is 0, 1, or 2; A is N, CH, C-halo, C-CN, C-C1-3alkyl, C-C1-3haloalkyl, C-C0-3alkyleneOH, or C-C0- 3alkylene-C _1-4 alkoxy; each of W ¹ and W ² independently is N, CH, C-halo, C-CN, C-C _1-3 alkyl, C-C _2-3 alkenyl, C-C _{2- 3} alkynyl, C-C _1-3 haloalkyl, C-C _0-3 alkyleneOH, or C-C _0-3 alkylene-C _1-4 alkoxy, wherein each of the alkenyl and alkynyl is unsubstituted or substituted with 1-3 substituents and each substituent independently is halo, C _1-3 haloalkyl, C _0-3 alkyleneOH, or C _{0- 3} alkyleneC _1-4 alkoxy; X is heterocycloalkyl or heterocycloalkenyl, each having 4-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, wherein each of the heterocycloalkyl and heterocycloalkenyl is unsubstituted or substituted with 1-3 substituents, and each substituent independently is halo, C _1-3 alkyl, C _1-3 haloalkyl, C _0-2 alkyleneOH, C _{0- 2} alkyleneC _1-3 alkoxy, or C _0-2 alkyleneCN; Z is phenyl, heteroaryl comprising 5 or 6 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or a bicyclic ring comprising a heteroaryl having 5 or 6 total ring atoms and 1-3 heteroatoms selected from N, O, and S fused to C5-6cycloalkyl or a heterocycloalkyl ring having 5 or 6 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; wherein each of the phenyl, heteroaryl, and bicyclic ring is unsubstituted or substituted with 1-4 substituents, and each substituent independently is halo, CN, C _1-6 alkyl, C _1-6 haloalkyl, C _2-6 alkenyl, C _2-6 haloalkenyl, C _0-6 alkylene-OH, C _0-6 alkylene-C _1-3 alkoxy, C _0-6 alkylene-N(R ^N1 ) ₂ , C _0-2 alkylene-C _3-6 cycloalkyl, C0-2alkylene-heterocycloalkyl having 3-6 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or C _0-2 alkylene-phenyl; wherein each of the C _1-6 alkyl, C _2-6 alkenyl, C _0-6 alkylene-C _1-3 alkoxy, cycloalkyl, heterocycloalkyl, and phenyl substituents independently is unsubstituted or substituted with 1-3 further substituents, and each further substituent independently is D, halo, C _1-3 alkyl, C _1-3 haloalkyl, C _1-2 alkyleneOH, C _1- 2alkylene-C1-3alkoxy, C1-3deuterated alkoxy, N(R ^N1 )2, (C=O)C1-3alkyl, C3- 5cycloalkyl, or heterocycloalkyl having 3-5 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; or two geminal further substituents, together with the atom to which they are attached, form spiro-C _3-5 cycloalkyl or spiro-heterocycloalkyl having 3-5 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; or two vicinal further substituents, together with the atoms to which they are attached, form fused-C _3-5 cycloalkyl or fused- heterocycloalkyl having 3-5 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; wherein each of the foregoing cycloalkyl and heterocycloalkyl further substituents independently is unsubstituted or substituted with 1 or 2 substituents, and each substituent independently is halo or C _1-3 alkyl; is C _2-6 alkylene, C _3-6 alkenylene, heteroalkylene having 2-6 total atoms and 1-3 heteroatoms selected from N, O, and S, or heteroalkenylene having 3-6 total atoms and 1 or 2 heteroatoms selected from N, O, and S, wherein is unsubstituted or substituted with 1-4 substituents, and each substituent independently is C _1-3 alkyl, C _{1- 3} haloalkyl, C _2-3 alkenyl, halo, CN, C _0-3 alkyleneOH, C _0-3 alkylene-C _1-3 alkoxy, C _{3- 5} cycloalkyl, C _4-5 cycloalkenyl, heterocycloalkyl having 4 or 5 total ring atoms and 1- 3 heteroatoms selected from N, O, and S, heterocycloalkenyl having 4 or 5 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or phenyl; or two geminal substituents, together with the atom to which they are attached, form oxo, =CH ₂ , spiro-C _3-5 cycloalkyl, spiro-C _4-5 cycloalkenyl, spiro-heterocycloalkyl having 3-5 total ring atoms and 1 or 2 heteroatoms selected from N, O and S, or spiro- heterocycloalkenyl having 4 or 5 total ring atoms and 1 or 2 heteroatoms selected from N, O and S; or two vicinal substituents, together with the atoms to which they are attached, form fused-C _3-5 cycloalkyl, fused-C _4-5 cycloalkenyl, fused- heterocycloalkyl having 3-5 total ring atoms and 1 or 2 heteroatoms selected from N, O and S or fused-heterocycloalkenyl having 4 or 5 total ring atoms and 1 or 2 heteroatoms selected from N, O and S; each of R ^1a , R ^1b , and R ² independently is H, D, halo, C _1-4 alkyl, C _1-4 haloalkyl, C _1-2 alkylene- OH, C _0-2 alkylene-C _1-4 alkoxy, C _0-2 alkylene-C _1-4 haloalkoxy, C _0-2 alkylene-CN, C _{0- 2} alkylene-N(R ^N1 ) ₂ , C _1-2 alkylene-heterocycloalkyl having 3-6 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S, or R ^1b and R ² , together with the carbon atoms to which they are attached, form ; each R ³ independently is C1-3alkyl, C1-3haloalky , C0- 3alkyleneCN, C _0-3 alkyleneOH, or C _0-3 al geminal R ³ , together with the atom to which they are attached, form oxo, spiro-C _3-7 cycloalkyl, spiro-C _4-7 cycloalkenyl, spiro-heterocycloalkyl having 3-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S, or spiro-heterocycloalkenyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; or two vicinal R ³ , together with the atoms to which they are attached, form fused-C _3-7 cycloalkyl, fused- C _4-7 cycloalkenyl, fused-heterocycloalkyl having 3-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S, or fused-heterocycloalkenyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected fro is deuterated; each R ⁴ independently is C _1-3 alkyl, C _1-3 haloalkyl, C _0-3 a yene , _1-3 a yene , or C _{1- 3} alkylene-C _1-3 alkoxy; or two geminal R ⁴ , together with the atom to which they are attached, form oxo, spiro-C _3-7 cycloalkyl, or spiro-heterocycloalkyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S; R ⁵ is halo, C _1-3 haloalkyl, C _1-6 alkyl, C _2-4 alkenyl, C _2-4 alkynyl, C _1-3 alkoxy, C _1-3 thioalkyl, C _{3- 7} cycloalkyl, C _5-7 cycloalkenyl, heterocycloalkyl having 3-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or heterocycloalkenyl having 5-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, wherein each of the foregoing independently is unsubstituted or substituted with1-3 substituents, and each substituent independently is C _1-3 haloalkyl, C _0-6 alkylene-OH, C _0-6 alkylene-C _1-3 alkoxy, C _3-7 cycloalkyl, C _5-7 cycloalkenyl, heterocycloalkyl having 3-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, heterocycloalkenyl having 4-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or phenyl; each of R ^A1 and R ^A2 independently is H, C1-3alkyl, C1-3haloalkyl, or C3-5cycloalkyl; and each R ^N1 independently is H or C _1-4 alkyl. [0013] In some cases, at least one of R ^1a , R ^1b , and R ² is H or D. In some cases, each of R ^1a , R ^1b , and R ² independently is H or D. In some cases, two of R ^1a , R ^1b , and R ² are H and one of R ^1a , R ^1b , and R ² is halo, C _1-4 alkyl, C _1-4 haloalkyl, C _1-2 alkylene-OH, C _0-2 alkylene-C _1-4 alkoxy, C _0-2 alkylene-C _1-4 haloalkoxy, C _0-2 alkylene-CN, C _0-2 alkylene-N(R ^N1 ) ₂ , or C _1-2 alkylene-heterocycloalkyl having 3-6 total ring atoms , , , is , eac ³ h R independently is CH ₃ , CH ₂ CH ₃ , CH ₂ F, CHF ₂ , CF ₃ , CN, CH ₂ CN, OH, CH ₂ OH, CH ₂ CH ₂ OH, OCH ₃ , CH ₂ OCH ₃ , or CH ₂ CH ₂ OCH ₃ ; two geminal R ³ , together with the atom to which they are attached, form oxo, spiro-cyclopropyl, spiro-cyclobutyl, spiro-oxetanyl, or spiro-tetrahydrofuranyl; or two vicinal R ³ , together with the atoms to which they are attached, form fused-cyclopropyl or fused-cyclobutyl. In some cases, m is 0; or m is 1 and R ³ is CH3, CH2F, CHF2, CF3, CN, CH2CN, CH2OH, or CH2OCH3; or m is 2 and two geminal R ³ , together with the atom to which they are attached, form spiro-oxetanyl. , ,

[0016] In some cases, ■' ’■ is C2alkylene, Cjalkylene, Cjalkenylene, or heteroalky lene having 2-4 total atoms and 1 or 2 heteroatoms selected from M, O. and S. In some cases, ■' ’ is unsubstituted. , ; wherein p is 0, 1, 2, or 3, and each R ⁷ independently is CH ₃ , Cl, F, OH, or OCH ₃ ; or two 7, together with the atom to ⁷ which they are attached form oxo or =CH ₂ ; or two vicinal R , together with the atoms to which they are attached form , or . [0017] In some cases, W ¹ is N. In some cases, W ¹ is CH. In some cases, W ¹ is C-F, C-Cl, C-CN, C-CH3, C-CH2CH3, C-CH2F, C-CHF2, C-CF3, C-CH=CH2, C-C(OH)=CH2, C-CH=CH(OH), C-CCH, C-OH, C-CH ₂ OH, C-OCH ₃ , or C-CH ₂ OCH ₃ . In some cases, W ² is N. In some cases, W ² is CH. In some cases, W ² is C-F, C-Cl, C-CN, C-CH ₃ , C-CH ₂ CH ₃ , C-CH ₂ F, C-CHF ₂ , C-CF ₃ , C-CH=CH ₂ , C- C(OH)=CH ₂ , C-CH=CH(OH), C-CCH, C-OH, C-CH ₂ OH, C-OCH ₃ , or C-CH ₂ OCH ₃ . In some cases, W ¹ is CH and W ² is N. In some cases, R ⁵ is C _1-3 haloalkyl. In some cases, R ⁵ is CF ₃ or CF ₂ H. In some cases, R ⁵ is CH3 CH2CH3 CH2CH2CH3 CH(CH3)2 CH=CH2 CH=CHCH3 , or , wherein each of the foregoing independently is unsubstituted or substituted with 1-3 substituents, and each substituent independently is C _1-3 haloalkyl, C _0-6 alkylene-OH, C _0-6 alkylene-C _{1- 3} alkoxy, C _3-7 cycloalkyl, C _5-7 cycloalkenyl, heterocycloalkyl having 3-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, heterocycloalkenyl having 4-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or phenyl. In some cases, each substituent independently is CH ₃ , CF ₃ , CF ₂ H, CFH ₂ , OH, OCH ₃ , OCF ₃ , CH ₂ OH, CH ₂ OCH ₃ , cyclopropyl, cyclobutyl, or phenyl. In some cases, R ⁵ is Br, Cl, F, OCH ₃ , SCH ₃ , CH ₃ , CH ₂ CH ₃ , CH ₂ CH ₂ CH ₃ , CH(CH ₃ ) ₂ , , , ,

[0018] In some cases, X is , or ; Y is N, C-H, C-halo, C-CN, C-C _1-3 alkyl, C-C _1-3 haloalkyl, C-C _0-3 alkyleneOH, or C- alkoxy; o is 0 ⁶ , 1, 2, 3, or 4; and each R independently is halo, CN, C _1-3 alkyl, C _2- 3alkenyl, C1-3haloalkyl, C0-3alkylene-OH, C0-3alkylene-C1-3alkoxy, deuterated C0-3alkylene-C1-3alkoxy, or C _1-4 alkylene-N(R ^N1 ) ₂ ; or two geminal R ⁶ , together with the atom to which they are attached, form oxo, =CH ₂ , spiro-C _3-7 cycloalkyl, spiro-C _4-7 cycloalkenyl, spiro-heterocycloalkyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S, or spiro-heterocycloalkenyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S; or two vicinal R ⁶ , together with the atoms to which they are attached, form fused-C _3-7 cycloalkyl, fused-C _4-7 cycloalkenyl, fused- heterocycloalkyl having 4-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or fused- heterocycloalkenyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; or two non-neighboring R ⁶ join together to form a C _1-3 alkylene bridge, a C _2-3 alkenylene bridge, a C _{1- 3} ether bridge, or a C _1-3 thioether bridge; or Y and a vicinal R ⁶ , together with the atoms to which they are attached, form fused-C _3-7 cycloalkyl, fused-C _4-7 cycloalkenyl, fused-heterocycloalkyl having 3-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or fused-heterocycloalkenyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; wherein the cycloalkyl, cycloalkenyl, heterocycloalkyl or heterocycloalkenyl of any of the foregoing is unsubstituted or substituted with 1-4 substituents, and each substituent independently is halo, C _1-3 alkyl, C _1-3 haloalkyl, C _0-2 alkyleneOH, C _0-2 alkyleneC _1-3 alkoxy, or C _0-2 alkyleneCN; and each R ^N1 independently is H or C _{1- 4} alkyl. In some cases . In some cases, X i . In some cases, X . In some cases, Y is N. In some cases, Y is CH. Y is C-F, C-Cl, C-C H ₃ , C-CH ₂ F, C-CHF ₂ , C-CF ₃ , C-OH, C-CH ₂ OH, C-OCH ₃ , or C-CH ₂ OCH ₃ . In some cases, o is 0. In some cases, o is 1. In some cases, o is 2. In some cases, each R ⁶ independently is Br, Cl, F, CN, CH ₃ , CH ₂ F, CHF ₂ , CF ₃ , OH, CH ₂ OH, OCH ₃ , OCD ₃ , CH ₂ OCH ₃ , or CH ₂ N(CH ₃ ) ₂ , or two geminal R ⁶ , together with the atom to which they are attached, form oxo, =CH2, spiro-cyclopropyl, spiro-cyclobutyl, spiro-oxetanyl, or spiro- tetrahydrofuranyl, or two vicinal R ⁶ , together with the atoms to which they are attached, form fused- cyclopropyl, fused-cyclobutyl, or fused-cyclopentyl, and any of the foregoing spiro and fused rings independently is unsubstituted or substituted with 1 or 2 substituents, and each substituent independently is halo, C _1-3 alkyl, C _1-3 haloalkyl, C _0-2 alkyleneOH, C _0-2 alkyleneC _1-3 alkoxy, or C _{0- 2} alkyleneCN. In some cases, each substituent independently is F, Cl, OH, OCH ₃ , OCH ₂ CH ₃ , or CN. In some cases, two non-neighboring R ⁶ join together to form a C _1-3 alkylene bridge, a C _2-3 alkenylene bridge, a C1-3ether bridge, or a C1-3thioether bridge. In some cases, two non-neighboring R ⁶ join together to form —CH ₂ —, —CH ₂ CH ₂ —, —CH ₂ CH ₂ CH ₂ —, —CH ₂ -CH=CH— or —CH ₂ OCH ₂ —. In some cases , , or d each substituent independently is halo, C _0-3 alkyleneCN, C _0-3 alkyleneOH, C _0-3 alkylene-C _1-4 alkoxy, C _{0- 3} alkylene-C _1-4 thioalkoxy, or ; and each R ^N1 independently H or CH ₃ . In some cases, each substituent independently is F, Cl, CN, OCH ₃ , SCH ₃ , CH ₂ OH, or . In some cases, Z is , selected from N, O, and S, wherein the heteroaryl is unsubstituted or substituted with 1-4 substituents, and each substituent independently is halo, CN, C1-6alkyl, C1-6haloalkyl, C2-6alkenyl, C2-6haloalkenyl, C _0-6 alkylene-OH, C _0-6 alkylene-C _1-3 alkoxy, C _0-6 alkylene-N(R ^N1 ) ₂ , C _0-2 alkylene-C _3-6 cycloalkyl, C _{0- 2} alkylene-heterocycloalkyl having 3-6 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or C _0-2 alkylene-phenyl; wherein each of the C _1-6 alkyl, C _2-6 alkenyl, C _0-6 alkylene-C _1-3 alkoxy, cycloalkyl, heterocycloalkyl, and phenyl substituents independently is unsubstituted or substituted with 1-3 further substituents, and each further substituent independently is D, halo, C _1-3 alkyl, C _1- 3haloalkyl, C1-2alkyleneOH, C1-2alkylene-C1-3alkoxy, C1-3deuterated alkoxy, N(R ^N1 )2, (C=O)C1-3alkyl, C3-5cycloalkyl, heterocycloalkyl having 3-5 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; or two geminal further substituents, together with the atom to which they are attached, form spiro-C _3-5 cycloalkyl, or spiro-heterocycloalkyl having 3-5 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; or two vicinal further substituents, together with the atoms to which they are attached, form fused-C _3-5 cycloalkyl or fused-heterocycloalkyl having 3-5 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; wherein each of the foregoing cycloalkyl and heterocycloalkyl further substituents independently is unsubstituted or substituted with 1 or 2 substituents, and each substituent independently is halo or C _1-3 alkyl; and each R ^N1 independently is H or C _1-3 alkyl. In some cases, the heteroaryl is pyrrolyl, furanyl, thiophenyl, pyrazolyl, imidazolyl, thiazolyl, isothiazolyl, oxazolyl, isoxazolyl, triazolyl, thiadiazolyl, oxadiazolyl, pyridyl, pyridazinyl, pyrimidinyl, pyrazinyl, or triazinyl. In some cases, the heteroaryl is pyrazolyl or pyridyl. In some cases, the heteroaryl is substituted with 1 or 2 substituents. In some cases, each substituent independently is Br, Cl, F, CN, CF3, CHF2, CH2F, CH2CHF2, CH2CH2F, CH(CH2F)2, CH(CH3)CH2F, CH(CH ₃ )CHF ₂ , C(=CH ₂ )CH ₂ F, OH, CH ₂ OH, CH ₂ CH ₂ OH, CH(CH ₃ )CH ₂ OH, C(CH ₃ ) ₂ OH, C(CH ₃ ) ₂ CH ₂ OH, CH ₂ C(CH ₃ ) ₂ OH, NH ₂ , CH ₂ NH ₂ , CH ₂ NHCH ₃ , CH ₂ N(CH ₃ ) ₂ , CH ₂ CH ₂ NH ₂ , CH ₂ CH ₂ NHCH ₃ , CH ₂ CH ₂ N(CH ₃ ) ₂ , C _1-6 alkyl selected from CH ₃ , CH ₂ CH ₃ , CH ₂ CH ₂ CH ₃ , and CH(CH ₃ ) ₂ , C _2-6 alkenyl selected from CH=CH ₂ , CH ₂ CH=CH ₂ , and CH=CHCH ₃ , C _0-6 alkylene-C _{1- 3} alkoxy selected from OCH ₃ , CH ₂ OCH ₃ , CH ₂ CH ₂ OCH ₃ , CH ₂ CH ₂ OCH ₂ CH ₃ ,CH ₂ CH ₂ CH ₂ OCH ₃ , CH(CH ₃ )OCH ₃ , CH(CH ₃ )CH ₂ OCH ₃ , CH(OCH ₃ )CH ₂ OCH ₃ , CH(CH ₃ )(OCH ₃ )CH ₂ OCH ₃ , C(CH3)2OCH3, C(CH3)2CH2OCH3, CH2CH(CH3)OCH3, CH2(CH3)(OCH3)OCH3, CH2C(CH3)2OCH3, and CH ₂ C(CH ₃ ) ₂ OCH ₃ , cycloalkyl selected from cyclopropyl, cyclobutyl, cyclopentyl, and cyclohexyl, or heterocycloalkyl selected from azetidinyl, pyrrolidinyl, piperidinyl, pyrazolidinyl, oxetanyl, tetrahydrofuranyl, tetrahydropyranyl, isoxazolidinyl, and morpholinyl; wherein each of the C _1-6 alkyl, C _2-6 alkenyl, C _0-6 alkylene-C _1-3 alkoxy, cycloalkyl, and heterocycloalkyl substituents independently is unsubstituted or substituted with 1-3 further substituents and each further substituent independently is D, halo, C _1-3 alkyl, C _1-3 haloalkyl, C _1-2 alkyleneOH, C _1-2 alkylene-C _1-3 alkoxy, C _1- 3deuterated alkoxy, N(R ^N1 )2, (C=O)C1-3alkyl, C3-5cycloalkyl, heterocycloalkyl having 3-5 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S, or two geminal further substituents, together with the atom to which they are attached, form C _3-5 spiro-cycloalkyl, or spiro-heterocycloalkyl having 3-5 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; or two vicinal further substituents, together with the atoms to which they are attached, form fused-C _3-5 cycloalkyl or fused- heterocycloalkyl having 3-5 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S. In some cases, each further substituent independently is D, Br, Cl, F, OH, CH3, CF3, CF2H, CFH2, OCH ₃ , OCD ₃ , CH ₂ OCH ₃ , N(CH ₃ ) ₂ , (C=O)CH ₃ , oxetanyl, or azetidinyl, or two geminal further substituents, together with the atom to which they are attached, form spiro-oxetanyl or spiro- azetidinyl; wherein each of the foregoing oxetanyl, azetidinyl, spiro-oxetanyl, and spiro-azetidinyl independently is unsubstituted or substituted with F, CH ₃ , or a combination thereof. In some cases, each further substituent independently is D, Br, Cl, F, OH, CH ₃ , CF ₃ , CF ₂ H, CFH ₂ , OCH ₃ , OCD ₃ , N(CH ₃ ) ₂ , (C=O)CH ₃ , ; or two geminal further substituents, together with the atom to which they are attached, form . In some cases, each substituent of the heteroaryl of Z independentl CH ₃ , CH(CH ₃ ) ₂ , CF ₃ , CHF ₂ , CH ₂ F, CH ₂ CHF ₂ , CH ₂ CH ₂ F, CH(C ₂ ) ₂ , C (C ₃ )C ₂ , C (C ₃ )CHF ₂ , C(=CH ₂ )CH ₂ F, OH, CH ₂ OH, CH ₂ CH ₂ OH, CH(CH ₃ )CH ₂ OH, C(CH ₃ ) ₂ OH, C(CH ₃ ) ₂ CH ₂ OH, CH ₂ C(CH ₃ ) ₂ OH, OCH ₃ , OCD ₃ , CH ₂ OCH ₃ , CH ₂ OCD ₃ , CH ₂ CH ₂ OCH ₃ , CHFCH ₂ OCH ₃ , CF ₂ CH ₂ OCH ₃ , CH ₂ CH ₂ OCD ₃ , CH ₂ CH ₂ OCH ₂ CH ₃ , CH ₂ CH ₂ CH ₂ OCH ₃ , CH ₂ CH ₂ CH ₂ OCD ₃ , CH(CH ₃ )OCH ₃ , CH(CH ₃ )CH ₂ OCH ₃ , CH(OCH ₃ )CH ₂ OCH ₃ , CH(CH ₃ )(OCH ₃ )CH ₂ OCH ₃ , CH(CH ₂ F)(CH ₃ )CH ₂ OCD ₃ , CH(CH ₃ )CH ₂ OCD ₃ , C(CH ₃ ) ₂ OCH ₃ , C(CH ₃ ) ₂ CH ₂ OCH ₃ , C(CH ₃ ) ₂ CH ₂ OCD ₃ , CH ₂ CH(CH ₃ )OCH ₃ , CH ₂ (CH ₃ )(OCH ₃ )OCH ₃ , CH ₂ CH(CH ₃ )OCD ₃ , CH ₂ C(CH ₃ ) ₂ OCH ₃ , CH ₂ C(CH ₃ ) ₂ OCD ₃ , NH ₂ , CH ₂ NH ₂ , CH ₂ NHCH ₃ ,

In some cases, each substituent of the heteroaiyl of Z independently is CH ₃ . In some cases, each substituent of the heteroaryl ofZ independently is CH ₃ , , atoms and 1-3 heteroatoms selected from N, O, and S fused to C _5-6 cycloalkyl or a heterocycloalkyl ring having 5 or 6 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; wherein the bicyclic ring is unsubstituted or substituted with 1-4 substituents, and each substituent independently is halo, CN, C _{1- 6} alkyl, C _1-6 haloalkyl, C _0-6 alkylene-OH, or C _0-6 alkylene-C _1-3 alkoxy. In some cas , ;

[0024[ In some cases, the compound of Formula (I) is a compound listed in Table A, or a pharmaceutically acceptable salt thereof. In some cases, the compound of Formula (I) is a compound listed in Table B, or a pharmaceutically acceptable salt thereof. In some cases, the compound of Formula (I) is a compound listed in Table A’, or a pharmaceutically acceptable salt thereof. In some cases, the compound of Formula (I) is a compound listed in Table B* or a pharmaceutically acceptable salt thereof.

[0023j Another aspect of the disclosure provides a pharmaceutical composition comprising a compound or salt described herein, such as a compound of Formula (I), Formula (I’), Formula (LA), Formula (IB), Formula (IE), Formula (IF), Formula (IG), Formula (II), Formula (II*), Formula (HA), Formula (IIB), Formula (IIC), Formula (HD), Formula (HE), and Formula (HF), or a compound listed in Table A, Table A', Table B, Table B', and Table E, or a pharmaceutically acceptable salt of any of the foregoing, and a pharmaceutically acceptable excipient.

[0026] Yet another aspect of the disclosure provides a method of treating cancer in a subject in need of treatment, the method comprising administering to the subject a therapeutically effective amount of the compound or salt described herein, such as a compound of Formula (I), Formula (I’), Formula (IA), Formula (IB), Formula (IE), Formula (IF), Formula (IG), Formula (II), Formula (IF), Formula (IIA), Formula (IIB), Formula (IIC), Formula (IID). Formula (HE), and Formula (HF), or a compound listed in Table A, Table A', Table B, Table B’, and Table E, or a pharmaceutically acceptable salt of any of the foregoing, or a pharmaceutical composition described herein. In some cases, the subject has one or more cancer ceils express that express KRAS G12C mutant protein. In some cases, the cancer is non-small cell lung cancer, small bowel cancer, appendiceal cancer, colorectal cancer, cancer of unknown primary ¹ , endometrial cancer, mixed cancer types, pancreatic cancer, hepatobiliary cancer, small cell lung cancer, cervical cancer, germ cell cancer, ovarian cancer, gastrointestinal neuroendocrine cancer, bladder cancer, myelodysplastic/myeloproliferative neoplasms, head and neck cancer, esophagogastric cancer, soft tissue sarcoma, mesothelioma, thyroid cancer, leukemia, melanoma, a solid tumor, or any combination of the foregoing. In some cases, the cancer is non-small cell lung cancer, colorectal cancer, pancreatic cancer, appendiceal cancer, endometrial cancer, esophageal cancer, cancer of unknown primary, ampullary cancer, gastric cancer, small bowel cancer, sinonasal cancer, bile duct cancer, melanoma, a solid tumor, or any combination of the foregoing. In some cases, the cancer is non-small cell lung cancer. In some cases, the cancer is colorectal cancer. In some cases, the cancer is pancreatic cancer. In some cases, the cancer is solid tumor. In some cases, the subject has a cancer that was determined to have one or more cells expressing the KRAS G12C mutant protein prior to administration of the compound, salt, or pharmaceutical composition. In some cases, the method further comprises simultaneous, separate, or sequential administration of an effective amount of a second compound, wherein the second compound is an ATR inhibitor, Aurora kinase A inhibitor, AKT inhibitor, arginase inhibitor, CDK2 inhibitor, CDK4/6 inhibitor, ErbB family inhibitor, ERK inhibitor, FAR inhibitor, FGFR inhibitor, glutaminase inhibitor, IGF-1R inhibitor, KIF18A inhibitor, MAT2A inhibitor. MCL-1 inhibitor, MEK inhibitor, mTOR inhibitor, PARP inhibitor, PD-I inhibitor, PD-I.,1 inhibitor, PI3K inhibitor, PRMT5 inhibitor. Raf kinase inhibitor, SHP2 inhibitor, SOS1 inhibitor. Src kinase inhibitor, or one or more chemotherapeutic agents.

[0027J Another aspect of the disclosure provides a compound described herein, such as a compound of Formula (I), Formula (F), Formula (IA), Formula (IB), Formula (IE), Formula (IF), Formula (IG), Formula (II), Formula (IF), Formula (IIA), Formula (TIB), Formula (IIC). Formula (IID), Formula (HE), and Formula (IIF), or a compound listed in Table A, Table A’, Table B, Table B', and Table E, or a pharmaceutically acceptable salt of any of the foregoing, or a pharmaceutical composition described herein, for use as a medicament. The disclosure also provides the use of a compound described herein, such as a compound of Formula (I), Formula (I’), Formula (IA). Formula (IB), Formula (IE), Formula (IF), Formula (IG), Formula (11). Formula (II’), Formula (IIA), Formula (IIB), Formula (IIC), Formula (IID). Formula (HE), and Formula (IIF). or a compound listed in Table A, Table A’, Table B, Table B’. and Table E, or a pharmaceutically acceptable salt of any of the foregoing, or a pharmaceutical composition described herein for the manufacture of a medicament for the treatment of cancer In some cases, the disclosure provides a compound, such as a compound of Formula (1), Formula (I’), Formula (IA), Formula (IB), Formula (IE). Formula (IF), Formula (IG), Formula (II), Formula (11’). Formula (IIA), Formula (IIB), Formula (IIC), Formula (IID), Formula (HE), and Formula (IIF), or a compound listed in Table A, Table A’, Table B, Table B’, and Table E. or a pharmaceutically acceptable salt of any of the foregoing, or a composition described herein for use in treating cancer. In some cases, one or more cancer cells express KRAS GI2C mutant protein in any of the uses described herein. In some cases, the cancer is non-small cell lung cancer, small bowel cancer, appendiceal cancer, colorectal cancer, cancer of unknown primary , endometrial cancer, mixed cancer types, pancreatic cancer, hepatobiliary cancer, small cell lung cancer, cervical cancer, germ cell cancer, ovarian cancer, gastrointestinal neuroendocrine cancer, bladder cancer, myelodyspiastic/myeloproliferative neoplasms, head and neck cancer, esophagogastric cancer, soft tissue sarcoma, mesothelioma, thyroid cancer, leukemia, melanoma, a solid tumor, or any combination of the foregoing. In some cases, the cancer was determined to have one or more cells expressing the KRAS G12C mutant protein prior to administration of the compound, salt, or pharmace utical composition .

[0028] Another aspect of the disclosure provides an intermediate selected from:

(a) a compound of Formula Formula (Int-AB): , Formula

(hit- , Formula , Formula ormula Formula Formula pharmaceutically acceptable salt of any of the foregoing; or

(b) a compound of Formula (Int-B): , a nitrogen-protected analog thereof, or a pharmaceutically acceptable salt of any of the foregoing: or

(c) a compound of Formula (Int-C): _a nitrogen-protected analog thereof, or a pharmaceutically acceptable salt of any of the foregoing; or (d) a compound of Formul , a nitrogen-protected analog thereof, or a pharmaceutically accep regoing; or (e) a compound of Formul , a nitrogen-protected analog thereof, or a pharmaceutically accep ing; wherein: , Q is F, Cl, Br, I, or an organoborane; m is 0, 1, 2, 3, or 4; o is 0, 1, 2, 3, or 4; halo is F, Cl, Br, or I; is C _2-6 alkylene, C _3-6 alkenylene, heteroalkylene having 2-6 total atoms and 1-3 heteroatoms selected from N, O, and S, or heteroalkenylene having 3-6 total atoms and 1 or 2 heteroatoms selected from N, O, and S, wherein is unsubstituted or substituted with 1-4 substituents, and each substituent independently is C _1-3 alkyl, C _1-3 haloalkyl, C _2-3 alkenyl, halo, CN, C0-3alkyleneOH, C0-3alkylene-C1-3alkoxy, C3-5cycloalkyl, C4-5cycloalkenyl, heterocycloalkyl having 4 or 5 total ring atoms and 1-3 heteroatoms selected from N, O, and S, heterocycloalkenyl having 4 or 5 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or phenyl; or two geminal substituents, together with the atom to which they are attached, form oxo, =CH2, spiro-C3-5cycloalkyl, spiro-C4-5cycloalkenyl, spiro- heterocycloalkyl having 3-5 total ring atoms and 1 or 2 heteroatoms selected from N, O and S, or spiro-heterocycloalkenyl having 4 or 5 total ring atoms and 1 or 2 heteroatoms selected from N, O and S; or two vicinal substituents, together with the atoms to which they are attached, form fused-C _3-5 cycloalkyl, fused-C _4-5 cycloalkenyl, fused-heterocycloalkyl having 3- 5 total ring atoms and 1 or 2 heteroatoms selected from N, O and S or fused- heterocycloalkenyl having 4 or 5 total ring atoms and 1 or 2 heteroatoms selected from N, O and S; each of R ^ZA and R ^ZB independently is halo, CN, C _1-6 alkyl, C _1-6 haloalkyl, C _2-6 alkenyl, C _2-6 haloalkenyl, C _0-6 alkylene-OH, C _0-6 alkylene-C _1-3 alkoxy, C _0-6 alkylene-N(R ^N1 ) ₂ , C _0-2 alkylene-C _3-6 cycloalkyl, C _0-2 alkylene-heterocycloalkyl having 3-6 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or C _0-2 alkylene-phenyl; wherein each of the C _1-6 alkyl, C _2-6 alkenyl, C _0-6 alkylene-C _1-3 alkoxy, cycloalkyl, heterocycloalkyl, and phenyl substituents independently is unsubstituted or substituted with 1- 3 further substituents, and each further substituent independently is D, halo, C _1-3 alkyl, C _{1- 3} haloalkyl, C _1-2 alkyleneOH, C _1-2 alkylene-C _1-3 alkoxy, C _1-3 deuterated alkoxy, N(R ^N1 ) ₂ , (C=O)C1-3alkyl, C3-5cycloalkyl, heterocycloalkyl having 3-5 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; or two geminal further substituents, together with the atom to which they are attached, form spiro-C _3-5 cycloalkyl, or spiro-heterocycloalkyl having 3-5 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; or two vicinal further substituents, together with the atoms to which they are attached, form fused-C _3-5 cycloalkyl or fused-heterocycloalkyl having 3-5 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; wherein each of the foregoing cycloalkyl and heterocycloalkyl further substituents independently is unsubstituted or substituted with 1 or 2 substituents, and each substituent independently is halo or C _1-3 alkyl; and each R ^N1 independently is H or C _1-3 alkyl. each R ³ independently is C _1-3 alkyl, C _1-3 haloalky , C _0-3 alkyleneCN, C _{0- 3} alkyleneOH, or C _0-3 alkylene-C _1-3 alko , gether with the atom to which they are attached, form oxo, spiro-C _3-7 cycloalkyl, spiro-C _4-7 cycloalkenyl, spiro- heterocycloalkyl having 3-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S, or spiro-heterocycloalkenyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; or two vicinal R ³ , together with the atoms to which they are attached, form fused-C _3-7 cycloalkyl, fused-C _4-7 cycloalkenyl, fused-heterocycloalkyl having 3-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S, or fused- heterocycloalkenyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; and R ⁵ is halo, C _1-3 haloalkyl, C _1-6 alkyl, C _2-4 alkenyl, C _2-4 alkynyl, C _1-3 alkoxy, C _1-3 thioalkyl, C _3-7 cycloalkyl, C _5-7 cycloalkenyl, heterocycloalkyl having 3-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or heterocycloalkenyl having 5-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, wherein each of the foregoing independently is unsubstituted or substituted with 1-3 substituents, and each substituent independently is C1-3haloalkyl, C0- 6alkylene-OH, C _0-6 alkylene-C _1-3 alkoxy, C _3-7 cycloalkyl, C _5-7 cycloalkenyl, heterocycloalkyl having 3-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, heterocycloalkenyl having 4-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or phenyl; and each R ⁶ independently is Br, Cl, F, CN, CH ₃ , CH ₂ F, CHF ₂ , CF ₃ , OH, CH ₂ OH, OCH ₃ , OCD ₃ , CH ₂ OCH ₃ , or CH ₂ N(CH ₃ ) ₂ , or two geminal R ⁶ , together with the atom to which they are attached, form oxo, =CH2, spiro-cyclopropyl, spiro-cyclobutyl, spiro-oxetanyl, or spiro- tetrahydrofuranyl, or two vicinal R ⁶ , together with the atoms to which they are attached, form fused-cyclopropyl, fused-cyclobutyl, or fused-cyclopentyl, and any of the foregoing spiro and fused rings is unsubstituted or substituted with 1 or 2 substituents, and each substituent independently is halo, C _1-3 alkyl, C _1-3 haloalkyl, C _0-2 alkyleneOH, C _0-2 alkyleneC _{1- 3} alkoxy, or C _0-2 alkyleneCN. [0029] In some cases, B is CH ₂ CH=CH ₂ or CH ₂ CH ₂ OH; m is 0 or 1; o is 0 or 1; halo is Cl; ,

intermediate is a compound listed in Table INT-zA, Table INT-A’, Table INT-B, Table INT-C. Table INT-D, Table INT-E, Table 1NT-F, Table INT, a nitrogen-protected analog of any of the foregoing, or a pharmaceutically acceptable salt of any of the foregoing.

[0030] Yet another aspect of the disclosure provides a process for preparing a compound described herein (e.g., a compound of Formula (I), Formula (F), Formula (IA), Formula (IB), Formula (IE), Formula (IF), Formula (IG), Formula (II), Formula (IF), Formula (IIA), Formula (IIB), Formula (IIC), Formula (IID), Formula (HE), and Formula (HF), or a compound listed in Table A, Table A’, Table B, Table B’, and Table E), or a pharmaceutically acceptable salt of arty of the foregoing comprising converting an intermediate described herein, such as an intermediate of Formula (Int-AA), Formula (int-AB), Formula (Int-AC). Formula (Int-AD), Formula (Int-AE), Formula (Int-AF).

Formula (Int-AG). Formula (Int-AH), Formula (Int-AI). Formula (Int-AJ), Formula (Int-B), Formula (lnt~C), Formula (Int-D). and Formula (Int~E), or an intermediate listed in Table INT-A, Table INT- AF Table INT-B, Table INT-C. Table INT-D. Table INT-E, Table INT-F, or Table INT, a nitrogen- protected analog thereof, or a pharmaceutically acceptable salt thereof, into a compound of the disclosure (e g , a compound of Formula (I). Formula (I’), Formula (1 A), Formula (IB). Formula (IE). Formula (IF), Formula (IG), Formula (II), Formula (IF), Formula (IIA). Formula (IIB), Formula (IIC), Formula (HD). Formula (HF), and Formula (IIF), or a compound listed in Table A, Table A’. Table B. Table B’, and Table E), or a pharmaceutically acceptable salt of any of the foregoing. [0031] Further aspects and advantages will be apparent to those of ordinary skill in the art from a review of the following detailed description. The description hereafter includes specific cases, embodiments, and examples with the understanding that the disclosure is illustrative and is not intended to limit the embodiments of the present disclosure to the specific cases, embodiments, and examples described herein. DETAILED DESCRIPTION [0032] Disclosed herein are compounds having activity as inhibitors of the G12C-mutant KRAS protein, pharmaceutical compositions comprising the compounds, and uses and methods of treating disorders, such as cancer, with the compounds and pharmaceutical composition described herein. COMPOUNDS OF FORMULA (II) [0033] Provided herein are compounds of Formula (II): nd pharmaceutically acceptable salts thereof, wherein: m n is 0, 1, or 2; A is N, CH, C-halo, C-CN, C-C _1-3 alkyl, C-C _1-3 haloalkyl, C-C _0-3 alkyleneOH, or C-C _{0- 3} alkylene-C _1-4 alkoxy; each of W ¹ and W ² independently is N, CH, C-halo, C-CN, C-C _1-3 alkyl, C-C _2-3 alkenyl, C-C _{2- 3} alkynyl, C-C _1-3 haloalkyl, C-C _0-3 alkyleneOH, or C-C _0-3 alkylene-C _1-4 alkoxy, wherein each of the alkenyl and alkynyl is unsubstituted or substituted with 1 or more substituents; X is heterocycloalkyl or heterocycloalkenyl, each having 4-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, wherein each of the heterocycloalkyl and heterocycloalkenyl is unsubstituted or substituted with 1 or more substituents; Z is phenyl, heteroaryl having 5 or 6 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or a bicyclic ring comprising a heteroaryl having 5 or 6 total ring atoms and 1- 3 heteroatoms selected from N, O, and S fused to C _5-6 cycloalkyl or a heterocycloalkyl ring having 5 or 6 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; wherein each of the phenyl, heteroaryl, and bicyclic ring is unsubstituted or substituted with 1 or more substituents; is C _2-6 alkylene, C _3-6 alkenylene, heteroalkylene having 2-6 total atoms and 1-3 heteroatoms selected from N, O, and S, or heteroalkenylene having 3-6 total atoms and 1 or 2 heteroatoms selected from N, O, and S, wherein is unsubstituted or substituted with 1 or more substituents; each of R ^1a , R ^1b , and R ² independently is H, D, halo, C _1-4 alkyl, C _1-4 haloalkyl, C _1-2 alkylene- OH, C _0-2 alkylene-C _1-4 alkoxy, C _0-2 alkylene-C _1-4 haloalkoxy, C _0-2 alkylene-CN, C _{0- 2} alkylene-N(R ^N1 ) ₂ , C _1-2 alkylene-heterocycloalkyl having 3-6 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S, or R ^1b and R ² , together with the carbon atoms to which they are attached, form a ; each R ³ independently is C _1-3 alkyl, C _1-3 haloalkyl C _{0- 3} alkyleneCN, C _0-3 alkyleneOH, or C _0-3 al l R ³ , together with the atom to which they are attached, form oxo, spiro-C3-7cycloalkyl, spiro-C4- 7cycloalkenyl, spiro-heterocycloalkyl having 3-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S, or spiro-heterocycloalkenyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; or two vicinal R ³ , together with the atoms to which they are attached, form fused-C _3-7 cycloalkyl, fused- C _4-7 cycloalkenyl, fused-heterocycloalkyl having 3-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S, or fused-heterocycloalkenyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; each R ⁴ independently is C _1-3 alkyl, C _1-3 haloalkyl, C _0-3 alkyleneCN, C _1-3 alkyleneOH, or C _{1- 3} alkylene-C _1-3 alkoxy; or two geminal R ⁴ , together with the atom to which they are attached, form oxo, spiro-C _3-7 cycloalkyl, or spiro-heterocycloalkyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S; R ⁵ is halo, C _1-3 haloalkyl, C _1-6 alkyl, C _2-4 alkenyl, C _2-4 alkynyl, C _1-3 alkoxy, C _1-3 thioalkyl, C _3- 7cycloalkyl, C5-7cycloalkenyl, heterocycloalkyl having 3-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or heterocycloalkenyl having 5-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, wherein each of the foregoing is independently unsubstituted or substituted with 1 or more substituents; each of R ^A1 and R ^A2 independently is H, C _1-3 alkyl, C _1-3 haloalkyl, or C _3-5 cycloalkyl; and each R ^N1 independently is H or C _1-4 alkyl. [0034] In some cases, R ^1a is H or D. In some cases, R ^1a is H. In some cases, R ^1a is D. In some cases, R ^1b is H or D. In some cases, R ^1b is H. In some cases, R ^1b is D. In some cases, R ² is H or D. In some cases, R ² is H. In some cases, R ² is D. In some cases, at least one of R ^1a , R ^1b , and R ² is H or D. In some cases, at least one of R ^1a , R ^1b , and R ² is H. In some cases, at least one of R ^1a , R ^1b , and R ² is D. In some cases, at least two of R ^1a , R ^1b , and R ² are each independently H or D. In some cases, at least two of R ^1a , R ^1b , and R ² are H. In some cases, at least two of R ^1a , R ^1b , and R ² are D. In some cases, each of R ^1a , R ^1b , and R ² independently is H or D. In some cases, two of R ^1a , R ^1b , and R ² are H and one of R ^1a , R ^1b , and R ² is halo, C _1-4 alkyl, C _1-4 haloalkyl, C _1-2 alkylene-OH, C _0-2 alkylene-C _1-4 alkoxy, C _{0- 2} alkylene-C _1-4 haloalkoxy, C _0-2 alkylene-CN, C _0-2 alkylene-N(R ^N1 ) ₂ , or C _1-2 alkylene-heterocycloalkyl having 3-6 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S. In some cases, each of R ^1a , R ^1b , and R ² is H. In some cases, each of R ^1a , R ^1b , and R ² is D. In some cases, at least one of R ^1a , R ^1b , and R ² is halo. In some cases, one of R ^1a , R ^1b , and R ² is halo. In some cases, R ^1a is halo and each of R ^1b and R ² is H. In some cases, at least one of R ^1a , R ^1b , and R ² is Br, Cl, or F. In some cases, one of R ^1a , R ^1b , and R ² is Br, Cl, or F. In some cases, R ^1a is Br, Cl, or F and each of R ^1b and R ² is H. In some cases, at least one of R ^1a , R ^1b , and R ² is Br or Cl. In some cases, one of R ^1a , R ^1b , and R ² is Br or Cl. In some cases, R ^1a is Br or Cl and each of R ^1b and R ² is H. In some cases, at least one of R ^1a , R ^1b , and R ² is C _1-4 alkyl or C _1-4 haloalkyl. In some cases, one of R ^1a , R ^1b , and R ² is C _1-4 alkyl or C _1-4 haloalkyl. In some cases, at least one of R ^1a , R ^1b , and R ² is CH3, CH2CH3, CH2CH2CH3, CH(CH3)2, CH ₂ CH ₂ CH ₂ CH ₃ , CH ₂ F, CHF ₂ , or CF ₃ . In some cases, one of R ^1a , R ^1b , and R ² is CH ₃ , CH ₂ CH ₃ , CH ₂ CH ₂ CH ₃ , CH(CH ₃ ) ₂ , CH ₂ CH ₂ CH ₂ CH ₃ , CH ₂ F, CHF ₂ , or CF ₃ . In some cases, at least one of R ^1a , R ^1b , and R ² is CH ₃ , CH ₂ F, CHF ₂ , or CF ₃ . In some cases, one of R ^1a , R ^1b , and R ² is CH ₃ , CH ₂ F, CHF ₂ , or CF ₃ . In some cases, at least one of R ^1a , R ^1b , and R ² is C _1-2 alkylene-OH, C _0-2 alkylene-C _1-4 alkoxy, C _{0- 2} alkylene-C _1-4 haloalkoxy, C _0-2 alkylene-CN, or C _0-2 alkylene-N(R ^N1 ) ₂ , and each R ^N1 independently is H or C _1-4 alkyl. In some cases, each R ^N1 independently is H or CH ₃ . In some cases, each R ^N1 independently is H. In some cases, at least one of R ^1a , R ^1b , and R ² is CH2OH, OCH3, CH2OCH3, OCF ₃ , CH ₂ OCF ₃ , CN, CH ₂ CN, NH ₂ , N(CH ₃ ) ₂ , CH ₂ NH ₂ , or CH ₂ N(CH ₃ ) ₂ . In some cases, one of R ^1a , R ^1b , and R ² is CH ₂ OH, OCH ₃ , CH ₂ OCH ₃ , OCF ₃ , CH ₂ OCF ₃ , CN, CH ₂ CN, NH ₂ , N(CH ₃ ) ₂ , CH ₂ NH ₂ , or CH ₂ N(CH ₃ ) ₂ . In some cases, at least one of R ^1a , R ^1b , and R ² is C _1-2 alkylene-heterocycloalkyl wherein the heterocycloalkyl contains 3-6 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S. In some cases, the heterocycloalkyl is aziridinyl, oxiranyl, azetidinyl, oxetanyl, pyrrolidinyl, tetrahydrofuranyl, imidazolidinyl, pyrazolidinyl, oxathiolidinyl, isoxthiodinyl, oxazolidinyl, isoxazolidinyl, thiazolidinyl, isothiazolidinyl, piperidinyl, diazinyl, or morpholinyl. In some cases, the heterocycloalkyl is aziridinyl, azetidinyl, pyrrolidinyl, piperidinyl, or morpholinyl. In some cases, at least one of R ^1a , R ^1b , and R ² is aziridin-1-yl-methyl, azetidin-1-yl-methyl, pyrrolidine-1-yl-methyl, piperidin-1-yl-methyl, or morpholin-1-yl-methyl. In some cases, one of R ^1a , R ^1b , and R ² is aziridin-1- yl-methyl, azetidin-1-yl-methyl, pyrrolidine-1-yl-methyl, piperidin-1-yl-methyl, or morpholin-1-yl- methyl. In some cases, one of R ^1a , R ^1b , and R ² is Br, Cl, F, CH ₃ , CH ₂ F, CHF ₂ , CF ₃ , CH ₂ OH, OCH ₃ , CH2OCH3, OCFj, CH2OCF3, ON, CH ₂ CN, NH> _; , N(CH ₃ ) ₂ , CH ₂ NH,, CH ₂ N(CH3) ₂ , aziridin-I-yl- methyl, azetidiii-l-yl-methyl. pyrrolidine- 1-yl-methyl, piperidin- 1-yl-methyl, or morpholin- 1-yl- methyl. In some cases, R' ^b and R ² , together with the carbon atoms to which they are attached, form . In some cases, R ^,a is H. In some cases, R ^ik and R ² . together with the carbon atoms to

[0035 j In some cases, , some cases, m is L In some cases, m ss

2. In some cases, m is 3. In some cases, m is 4. In some cases, deuterated. In some cases. fully deuterated. In some cases, some cases. at least one R ³ is C _1-3 alkyl or C _1-3 haloalkyl. In some cases, at least one R ³ is CH ₃ , CH ₂ CH ₃ , CH ₂ CH ₂ CH ₃ , CH(CH ₃ ) ₂ , CF ₃ , CHF ₂ , or CH ₂ F. In some cases, at least one R ³ is CH ₃ , CH ₂ CH ₃ , CF ₃ , CHF ₂ , or CH ₂ F. In some cases, at least one R ³ is CH ₃ . In some cases, m is 1 or 2 and each R ³ is CH ₃ . In some cases, m is 1 and R ³ is CF ₃ , CHF ₂ , or CH ₂ F. In some cases, at least one R ³ is or , and each of R ^A1 and R ^A2 independently is H, C _1-3 alkyl, C _1-3 haloalkyl yl. In some cases, m is 1 and R ³ is or . In some cases, each of R ^A1 and R ^A2 independently is H, CH ₃ , CH _{2 2} CH ₂ CH ₃ , CH(CH ₃ ) ₂ , cyclopropyl, or cyclobutyl. In some i . In some cases, is , , , , or i least , In some cases, at least one 2CH2 CN. In some cases, at least one R ³ is CN or CH ₂ CN. In some cases, m is 1 and R ³ is CN or CH ₂ CN. In some cases, at least one R ³ is C _0-3 alkyleneOH or C _0-3 alkylene-C _1-3 alkoxy. In some cases, at least one R ³ is OH, CH ₂ OH, CH ₂ CH ₂ OH, OCH ₃ , CH ₂ OCH ₃ , or CH ₂ CH ₂ OCH ₃ . In some cases, m is 1 and R ³ is OH, CH ₂ OH, CH ₂ CH ₂ OH, OCH ₃ , CH ₂ OCH ₃ , or CH ₂ CH ₂ OCH ₃ . In some cases, two geminal R ³ , together with the atom to which they are attached, form oxo (=O). In some cases, two geminal R ³ , together with the atom to which they are attached, form C3-7spiro-cycloalkyl or spiro-heterocycloalkyl having 3-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S. In some cases, the spiro-cycloalkyl is spiro-cyclopropyl, spiro-cyclobutyl, or spiro-cyclopentyl. In some cases, the spiro-heterocycloalkyl is spiro-azetidinyl, spiro-oxetanyl, spiro-pyrrolidinyl, spiro-imidazolidinyl, spiro-pyrazolidinyl, or spiro- tetrahydrofuranyl. In some cases, two geminal R ³ , together with the atom to which they are attached, form spiro-cyclopropyl, spiro-cyclobutyl, spiro-cyclopentyl, spiro-azetidinyl, spiro-oxetanyl, spiro- pyrrolidinyl, spiro-imidazolidinyl, spiro-pyrazolidinyl, or spiro-tetrahydrofuranyl. In some cases, two geminal R ³ , together with the atom to which they are attached, form spiro-C _4-7 cycloalkenyl or spiro- heterocycloalkenyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S. In some cases, two vicinal R ³ , together with the atoms to which they are attached, form fused-C _3- 7cycloalkyl or fused-heterocycloalkyl having 3-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S. In some cases, two vicinal R ³ , together with the atoms to which they are attached, form fused-cyclopropyl, fused-cyclobutyl, fused-cyclopentyl, or fused-cyclohexyl. In some cases, two vicinal R ³ , together with the atoms to which they are attached, form fused-cyclopropyl or fused- cyclobutyl. In some cases, each R ³ independently is CH ₃ , CH ₂ CH ₃ , CF ₃ , CHF ₂ , CH ₂ F, , , or ), spiro-cyclopropyl, spiro-cyclobutyl, spiro-oxetanyl, or spiro-tetrahydrofuranyl; or two vicinal R ³ , together with the atoms to which they are attached, form fused-cyclopropyl or fused-cyclobutyl. In some cases, m is 0; or m is 1 and R ³ is CH ₃ , CH ₂ F, CHF ₂ , CF ₃ , CN, CH ₂ CN, CH ₂ OH, or CH ₂ OCH ₃ ; or m is 2 and two geminal R ³ , together with the atom to which they are attached, form spiro-oxetanyl. , , me H, C-halo, C-CN, C-C _1-3 alkyl, C-C _1-3 haloalkyl, C-C _0-3 alkyleneOH, or C-C _0-3 alkylene-C _1-4 alkoxy. In some cases, A is CH. In some cases, A is C-F, C-Cl, or C-CN. In some cases, A is C-halo or C-CN. In some cases, A is C-F or C-Cl. In some cases, A is C-F. In some cases, A is C-CN. In some cases, A is C-C _{1- 3} alkyl or C-C _1-3 haloalkyl. In some cases, A is C-CH ₃ , C-CH ₂ CH ₃ , C-CH ₂ CH ₂ CH ₃ , C-CH(CH ₃ ) ₂ , C- CF ₃ , C-CHF ₂ , or C-CH ₂ F. In some cases, A is C-CH ₃ , C-CH ₂ F, C-CHF ₂ , or C-CF ₃ . In some cases, A is C-CH ₃ . In some cases, A is C-CH ₂ F, C-CHF ₂ , or C-CF ₃ . In some cases, A is C-C _0-3 alkyleneOH or C-C _0-3 alkylene-C _1-4 alkoxy. In some cases, A is C-OH, C-CH ₂ OH, C-CH ₂ CH ₂ OH, C-OCH ₃ , C- CH ₂ OCH ₃ , or C-CH ₂ CH ₂ OCH ₃ . In some cases, A is C-OH, C-CH ₂ OH, C-OCH ₃ , or C-CH ₂ OCH ₃ . In some cases, A is CH, C-F, C-Cl, C-CN, C-CH ₃ , C-CH ₂ F, C-CHF ₂ , C-CF ₃ , C-OH, C-CH ₂ OH, C- OCH ₃ , or C-CH ₂ OCH ₃ . In some cases, A is N, CH, C-F, C-Cl, C-CN, C-CH ₃ , C-CH ₂ CH ₃ , C- CH ₂ CH ₂ CH ₃ , C-CH(CH ₃ ) ₂ , C-CF ₃ , C-CHF ₂ , C-CH ₂ F, C-OH, C-CH ₂ OH, C-CH ₂ CH ₂ OH, C-OCH ₃ , C- CH ₂ OCH ₃ , or C-CH ₂ CH ₂ OCH ₃ . In some cases, A is N, CH, C-F, C-Cl, C-CN, C-CH ₃ , C-CF ₃ , C- CHF ₂ , C-CH ₂ F, C-OH, C-CH ₂ OH, C-OCH ₃ , or C-CH ₂ OCH ₃ . In some cases, A is N, CH, or C-CH ₃ . In some cases, n is 0. In some cases, n is 1. In some cases, n is 2. In some cases, at least one R ⁴ is C _{1- 3} alkyl or C _1-3 haloalkyl. In some cases, at least one R ⁴ is CH ₃ , CH ₂ CH ₃ , CH ₂ CH ₂ CH ₃ , CH(CH ₃ ) ₂ , CF ₃ , CHF ₂ , or CH ₂ F. In some cases, at least one R ⁴ is CH ₃ . In some cases, one R ⁴ is CH ₃ , CH ₂ CH ₃ , CH ₂ CH ₂ CH ₃ , CH(CH ₃ ) ₂ , CF ₃ , CHF ₂ , or CH ₂ F. In some cases, n is 2 and each R ⁴ independently is CH ₃ , CH ₂ CH ₃ , CH ₂ CH ₂ CH ₃ , CH(CH ₃ ) ₂ , CF ₃ , CHF ₂ , or CH ₂ F. In some cases, n is 1 and R ⁴ is CH ₃ , CH2CH3, CH2CH2CH3, CH(CH3)2, CF3, CHF2, or CH2F. In some cases, n is 1 and R ⁴ is CH3. In some cases, at least one R ⁴ is C _0-3 alkyleneCN. In some cases, at least one R ⁴ is CN or CH ₂ CN. In some cases, n is 1 and R ⁴ is CN or CH ₂ CN. In some cases, at least one R ⁴ is C _1-3 alkyleneOH or C _{1- 3} alkylene-C _1-3 alkoxy. In some cases, at least one R ⁴ is CH ₂ OH, CH ₂ CH ₂ OH, OCH ₃ , CH ₂ OCH ₃ , or CH ₂ CH ₂ OCH ₃ . In some cases, n is 1 and R ⁴ is CH ₂ OH, CH ₂ CH ₂ OH, OCH ₃ , CH ₂ OCH ₃ , or CH ₂ CH ₂ OCH ₃ . In some cases, two geminal R ⁴ , together with the atom to which they are attached, form oxo (=O). In some cases, two geminal R ⁴ , together with the atom to which they are attached, form C3-7spiro-cycloalkyl. In some cases, the spiro-cycloalkyl is spiro-cyclopropyl, spiro-cyclobutyl, or spiro-cyclopentyl. In some cases, the spiro-cycloalkyl is spiro-cyclopropyl or spiro-cyclobutyl. In some cases, two geminal R ⁴ , together with the atom to which they are attached, form spiro- heterocycloalkyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S. In some cases, the spiro-heterocycloalkyl is spiro-oxetanyl or spiro-tetrahydrofuranyl. In some cases, the spiro-heterocycloalkyl is spiro-oxetanyl. In some cases, two geminal R ⁴ , together with the atom to which they are attached, form spiro-cyclopropyl, spiro-cyclobutyl, or spiro-oxetanyl. In some cases, each R ⁴ independently is CH3, CH2CH3, CH2CH2CH3, CH(CH3)2, CF3, CHF2, CH2F, CN, CH2CN, CH ₂ OH, CH ₂ CH ₂ OH, OCH ₃ , CH ₂ OCH ₃ , CH ₂ CH ₂ OCH ₃ ; or two geminal R ⁴ , together with the atom to which they are attached, form oxo, spiro-cyclopropyl, spiro-cyclobutyl, or spiro-oxetanyl. In some cases, each R ⁴ independently is CH ₃ , CH ₂ CH ₃ , CH ₂ CH ₂ CH ₃ , CH ₂ F, CN, CH ₂ CN, CH ₂ OH, CH ₂ CH ₂ OH, CH ₂ OCH ₃ , or two geminal R ⁴ , together with the atom to which they are attached, form spiro-cyclopropyl. In some cases, each R ⁴ independently is CH ₃ , CH ₂ CH ₃ , CH ₂ CH ₂ CH ₃ , CH(CH ₃ ) ₂ , CF ₃ , CHF ₂ , CH ₂ F, CN, CH ₂ CN, CH ₂ OH, CH ₂ CH ₂ OH, CH ₂ OCH ₃ , CH ₂ CH ₂ OCH ₃ , or two geminal R ⁴ , together with the atom to which they are attached, form oxo, spiro-cyclopropyl, spiro-cyclobutyl, or is [0037] In some cases, is unsubstituted. In some cases, is substituted with 1-4 substituents. In some cases, each of the 1-4 substituents independently is C1-3alkyl, C1-3haloalkyl, C2- ₃ alkenyl, halo, CN, C _0-3 alkyleneOH, C _0-3 alkylene-C _1-3 alkoxy, C _3-5 cycloalkyl, C _4-5 cycloalkenyl, heterocycloalkyl having 4 or 5 total ring atoms and 1-3 heteroatoms selected from N, O, and S, heterocycloalkenyl having 4 or 5 total ring atoms and 1-3 heteroatoms selected from N, O, and S, phenyl; or two geminal substituents, together with the atom to which they are attached, form oxo, =CH ₂ , spiro-C _3-5 cycloalkyl, spiro-C _4-5 cycloalkenyl, spiro-heterocycloalkyl having 3-5 total ring atoms and 1 or 2 heteroatoms selected from N, O and S, or spiro-heterocycloalkenyl having 4 or 5 total ring atoms and 1 or 2 heteroatoms selected from N, O and S; or two vicinal substituents, together with the atoms to which they are attached, form fused-C _3-5 cycloalkyl, fused-C _4-5 cycloalkenyl, fused- heterocycloalkyl having 3-5 total ring atoms and 1 or 2 heteroatoms selected from N, O and S or fused-heterocycloalkenyl having 4 or 5 total ring atoms and 1 or 2 heteroatoms selected from N, O and S. In some cases, each substituent independently is C1-3alkyl, C1-3haloalkyl, C2-3alkenyl, halo, C0- ₃ alkyleneOH, C _0-3 alkylene-C _1-3 alkoxy; or two geminal substituents, together with the atom to which they are attached, form oxo or =CH ₂ ; or two vicinal substituents, together with the atoms to which they are attached, form fused-C _3-5 cycloalkyl or fused-heterocycloalkyl having 4 or 5 total ring atoms and 1 or 2 heteroatoms selected from N, O and S. In some cases, each C _1-3 alkyl substituent independently is CH ₃ , CH ₂ CH ₃ , CH ₂ CH ₂ CH ₃ , or CH(CH ₃ ) ₂ . In some cases, each C _1-3 alkyl substituent is CH ₃ . In some cases, each C _1-3 haloalkyl substituent independently is CF ₃ , CHF ₂ , or CH ₂ F. In some cases, each C2-3alkenyl substituent independently is CH=CH2, CH=CHCH3, or CH2CH=CH2. In some cases, each halo substituent independently is Cl or F. In some cases, each C _0-3 alkyleneOH substituent independently is OH, CH ₂ OH, or CH ₂ CH ₂ OH. In some cases, each C _0-3 alkylene-C _1-3 alkoxy substituent independently is OCH ₃ , OCH ₂ CH ₃ , CH ₂ OCH ₃ , or CH ₂ OCH ₂ CH ₃ . In some cases, each C _{3- 5} cycloalkyl substituent independently is cyclopropyl, cyclobutyl, or cyclopentyl. In some cases, each C _4-5 cycloalkenyl substituent independently is cyclobutenyl or cyclopentenyl. In some cases, each heterocycloalkyl substituent independently is oxetanyl, tetrahydrofuranyl, aziridinyl, or azetidinyl. In some cases, each spiro-cycloalkyl substituent independnetly is spiro-cyclopropyl or spiro-cyclobutyl. In some cases, each spiro-cycloalkenyl is spiro-cyclobutenyl. In some cases, each spiro- heterocycloalkyl independently is spiro-oxetanyl, spiro-tetrahydrofuranyl, spiro-aziridinyl, or spiro- azetidinyl. In some cases, each fused-cycloalkyl substituent independently is fused-cyclopropyl or fused-cyclobutyl. In some cases, each fused-cycloalkenyl is fused-cyclobutenyl. In some cases, each fused-heterocycloalkyl independently is fused-oxetanyl, fused-tetrahydrofuranyl, fused-aziridinyl, or fused-azetidinyl. In some cases, each of the 1-4 substituents of independently is CH ₃ , CH ₂ CH ₃ , CH ₂ CH ₂ CH ₃ , CH(CH ₃ ) ₂ , CF ₃ , CHF ₂ , CH ₂ F, CH=CH ₂ , CH=CHCH ₃ , CH ₂ CH=CH ₂ , Cl, F, OH, CH ₂ OH, CH ₂ CH ₂ OH, OCH ₃ , OCH ₂ CH ₃ , CH ₂ OCH ₃ , CH ₂ OCH ₂ CH ₃ , cyclopropyl, cyclobutyl, oxetanyl, tetrahydrofuranyl, aziridinyl, or azetidinyl; or two geminal substituents, together with the atom to which they are attached, form spiro-cyclopropyl, spiro-cyclobutyl, spiro-oxetanyl, spiro- tetrahydrofuranyl, spiro-aziridinyl, or spiro-azetidinyl; or two vicinal substituents, together with the atoms to which they are attached form fused-cyclopropyl, fused-cyclobutyl, fused-oxetanyl, fused- tetrahydrofuranyl, fused-aziridinyl, or fused-azetidinyl. In some cases, each of the 1-4 substituents of ome cases, is C ₂ alkylene, wherein the C ₂ alkylene is unsubstituted or substituted with 1-4 substituents. In some case , is C ₃ alkylene, wherein the C ₃ alkylene is unsubstituted , C _4- ome ach they are attached form oxo or =CH ₂ ; or two vicinal R ⁷ , together with the atoms to which they are , is C _3-6 alkenylene, wherein the C _3-6 alkenylene is unsubstituted or In some cases, is C ₃ alkenylene, wherein the C ₃ alkenylene is unsubstituted or substituted with 1-4 substituents. In some cases, is , , wherein p is 0, 1, 2, or 3, and each R ⁷ independently is CH ₃ , Cl, F, OH, OCH . In some cases, is heteroalkylene having 2-6 total atoms and 1-3 heteroat N, O, and S. In some cases, the heteroalkylene has 2-4 total atoms and 1 or 2 heteroatoms selected from N, O, and S. In some cases, is heteroalkylene having 2 total atoms and 1 heteroatom selected from is e s , elected s unsubstituted or substituted. In some cases, is saturated. In some cases, is unsaturated. In some cases, has 2 total atoms and forms a ring having 6 total ring atoms. In some cases, has 3 total atoms and forms a ring having 7 total ring atoms. In some cases, has 4 total and forms a ring having 8 total ring atoms. In some cases, has 5 tot ms and forms a ring having 9 total ring atoms. In some cases, has 6 total atoms and forms a ring having 10 total ring atoms. In some cases, has 0 heteroatoms. In some cases, has 1 or 2 heteroatoms selected from N, O, and S. In some cases, has 1 or 2 oxygen atoms. In some cases, is an ether. In some cases, is a polyethe r. In some cases, has 1 or 2 nitrogen cyclic amide (i.e., lactam). In some cases, forms a cyclic amine. In some cases, is unsubstituted. In some cases, is substit ted with 1 or 2 substituents, and each substituent independently is C _1-3 alkyl, C _1-3 haloalkyl, halo, CN, C _0-3 alkyleneOH, C _0-3 alkylene-C _1-3 alkoxy, C _3-7 cycloalkyl, C _5-7 cycloalkenyl, heterocycloalkyl having 4-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, heterocycloalkenyl having 5-7 total ring atoms and 1- 3 heteroatoms selected from N, O, and S, phenyl, or two geminal substituents, together with the atom to which they are attached, form oxo. In some cases, is , , or . ^{[0039] In some cases, W1 is N. In some cases, W1 is CH. In some cases, W1 is C-halo or C-CN. In} some cases, W ¹ is C-F, C-Cl, or C-Br. In some cases, W ¹ is C-F, C-Cl, or C-CN. In some cases, W ¹ is C-C _1-3 alkyl or C-C _1-3 haloalkyl. In some cases, W ¹ is C-CH ₃ , C-CH ₂ CH ₃ , C-CH ₂ CH ₂ CH ₃ , C- CH(CH ₃ ) ₂ , C-CF ₃ , C-CHF ₂ , or C-CH ₂ F. In some cases, W ¹ is C-CH _3, C-CH ₂ CH ₃ , C-CH ₂ F, C-CHF ₂ , or C-CF ₃ . In some cases, W ¹ is C-CH ₃ or C-CH ₂ CH ₃ . In some cases, W ¹ is C-C _2-3 alkenyl or C-C _{2- 3} alkynyl, and each of the alkenyl and alkynyl is unsubstituted or substituted with 1 or more substituents. In some cases, each of the alkenyl and alkynyl is unsubstituted. In some cases, each of the alkenyl and alkynyl is substituted with 1-3 substituents, and each substituent independently is halo, C _1-3 haloalkyl, C _0-3 alkyleneOH, or C _0-3 alkyleneC _1-4 alkoxy. In some cases, W ¹ is C-CH=CH ₂ , C- C(OH)=CH ₂ , C-CH=CH(OH), or C-CCH. In some cases, W ¹ is C-C _0-3 alkyleneOH or C-C _0-3 alkylene- C _1-4 alkoxy. In some cases, W ¹ is C-OH, C-CH ₂ OH, C-CH ₂ CH ₂ OH, C-OCH ₃ , C-CH ₂ OCH ₃ , or C- CH ₂ CH ₂ OCH ₃ . In some cases, W ¹ is C-OH, C-CH ₂ OH, C-OCH ₃ , or C-CH ₂ OCH ₃ . In some cases, W ¹ is CH, C-F, C-Cl, C-CN, C-CH ₃ , C-CH ₂ CH ₃ , C-CH ₂ CH ₂ CH ₃ , C-CH(CH ₃ ) ₂ , C-CF ₃ , C-CHF ₂ , C-CH ₂ F, C-OH, C-CH ₂ OH, C-CH ₂ CH ₂ OH, C-OCH ₃ , C-CH ₂ OCH ₃ , or C-CH ₂ CH ₂ OCH ₃ . In some cases, W ¹ is CH, C-F, C-Cl, C-CN, C-CH3, C-CH2CH3, C-OH, C-CH2OH, C-OCH3, or C-CH2OCH3. In some cases, W ¹ is C-F, C-Cl, C-CN, C-CH ₃ , C-CH ₂ CH ₃ , C-CH ₂ F, C-CHF ₂ , C-CF ₃ , C-CH=CH ₂ , C- C(OH)=CH ₂ , C-CH=CH(OH), C-CCH, C-OH, C-CH ₂ OH, C-OCH ₃ , or C-CH ₂ OCH ₃ . In some cases, W ² is N. In some cases, W ² is CH. In some cases, W ² is C-halo or C-CN. In some cases, W ² is C-F, C- Cl, or C-Br. In some cases, W ² is C-F, C-Cl, or C-CN. In some cases, W ² is C-C _1-3 alkyl or C-C _{1- 3} haloalkyl. In some cases, W ² is C-CH ₃ , C-CH ₂ CH ₃ , C-CH ₂ CH ₂ CH ₃ , C-CH(CH ₃ ) ₂ , C-CF ₃ , C-CHF ₂ , or C-CH ₂ F. In some cases, W ² is C-CH _3, C-CH ₂ CH ₃ , C-CH ₂ F, C-CHF ₂ , or C-CF ₃ . In some cases, W ² is C-CH3 or C-CH2CH3. In some cases, W ² is C-C2-3alkenyl or C-C2-3alkynyl, and each of the alkenyl and alkynyl is unsubstituted or substituted with 1 or more substituents. In some cases, each of the alkenyl and alkynyl is unsubstituted. In some cases, each of the alkenyl and alkynyl is substituted with 1-3 substituents, and each substituent independently is halo, C _1-3 haloalkyl, C _0-3 alkyleneOH, or C _{0- 3} alkyleneC _1-4 alkoxy. In some cases, W ² is C-CH=CH ₂ , C-C(OH)=CH ₂ , C-CH=CH(OH), or C-CCH. In some cases, W ² is C-C _0-3 alkyleneOH or C-C _0-3 alkylene-C _1-4 alkoxy. In some cases, W ² is C-OH, C- CH ₂ OH, C-CH ₂ CH ₂ OH, C-OCH ₃ , C-CH ₂ OCH ₃ , or C-CH ₂ CH ₂ OCH ₃ . In some cases, W ² is C-OH, C- CH2OH, C-OCH3, or C-CH2OCH3. In some cases, W ² is CH, C-F, C-Cl, C-CN, C-CH3, C-CH2CH3, C-CH ₂ CH ₂ CH ₃ , C-CH(CH ₃ ) ₂ , C-CF ₃ , C-CHF ₂ , C-CH ₂ F, C-OH, C-CH ₂ OH, C-CH ₂ CH ₂ OH, C-OCH ₃ , C-CH ₂ OCH ₃ , or C-CH ₂ CH ₂ OCH ₃ . In some cases, W ² is CH, C-F, C-Cl, C-CN, C-CH ₃ , C-CH ₂ CH ₃ , C- OH, C-CH ₂ OH, C-OCH ₃ , or C-CH ₂ OCH ₃ . In some cases, W ² is C-F, C-Cl, C-CN, C-CH ₃ , C-CH ₂ CH ₃ , C-CH ₂ F, C-CHF ₂ , C-CF ₃ , C-CH=CH ₂ , C-C(OH)=CH ₂ , C-CH=CH(OH), C-CCH, C-OH, C-CH ₂ OH, C-OCH ₃ , or C-CH ₂ OCH ₃ . In some cases, each of W ¹ and W ² independently is N, CH, or C-CH ₃ . In some cases, W ¹ is CH and W ² is N, CH, or C-CH3. In some cases, W ² is N and W ¹ is N, CH, or C- CH ₃ . In some cases, W ¹ is CH and W ² is N. In some case or is 3haloalkyl. In some cases, R ⁵ is CF ₃ , CF ₂ H, CFH ₂ , or CF ₂ CH ₃ . In some cases, R ⁵ is CF ₃ or CF ₂ H. In some cases, R ⁵ is CF ₃ . In some cases, R ⁵ is CF ₂ H. In some cases, R ⁵ is CHF ₂ . In some cases, R ⁵ is C _{1- 3} alkoxy or C _1-3 thioalkyl. In some cases, R ⁵ is OCH ₃ , OCH ₂ CH ₃ , SCH ₃ , or SCH ₂ CH ₃ . In some cases, R ⁵ is OCH ₃ , or SCH ₃ . In some cases, R ⁵ is C _1-6 alkyl, C _2-4 alkenyl, or C _2-4 alkynyl, each of which is unsubstituted or substituted with 1 or more substituents. In some cases, the C _1-6 alkyl is CH ₃ , CH ₂ CH ₃ , CH2CH2CH3, or CH(CH3)2, wherein each of the foregoing is unsubstituted or substituted with 1 or more substituents. In some cases, the C _2-4 alkenyl is CH=CH ₂ or CH=CHCH ₃ , wherein each of the foregoing is unsubstituted or substituted with 1 or more substituents. In some cases, the C _2-4 alkynyl is or , wherein each of the foregoing is unsubstituted or substituted with 1 or cases, the C _1-6 alkyl, C _2-4 alkenyl, and C _2-4 alkynyl is unsubstituted. In some cases, R ⁵ is CH ₃ , CH ₂ CH ₃ , CH ₂ CH ₂ CH ₃ , or CH(CH ₃ ) ₂ . In some cases, the C _1-6 alkyl, C _2-4 alkenyl, and C _2-4 alkynyl is substituted with 1-3 substituents. In some cases, each of the 1-3 substituents independently is C _1-3 haloalkyl, C _0-6 alkylene(OH), C _0-6 alkylene-C _1-3 alkoxy, C _3-7 cycloalkyl, C _{5- 7} cycloalkenyl, heterocycloalkyl having 3-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, heterocycloalkenyl having 3-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or phenyl. In some cases, each of the 1-3 substituents independently is CH ₃ , CF ₃ , CF ₂ H, CFH ₂ , OH, OCH ₃ , OCF ₃ , CH ₂ OH, CH ₂ OCH ₃ , cyclopropyl, cyclobutyl, or phenyl. In some cases, R ⁵ is CH ₃ , , or . In some cases, R ⁵ is C _3-7 cycloalkyl, C _5-7 cycloalkenyl, heterocycloalkyl having 3-7 tota and 1-3 heteroatoms selected from N, O, and S, or heterocycloalkenyl having 5-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, wherein each of the foregoing is unsubstituted or substituted with 1-3 substituents independently selected from halo, C _1-3 alkyl, C _{1- 3} haloalkyl, C _0-6 alkylene(OH), or C _0-6 alkylene-C _1-3 alkoxy. In some cases, the C _3-7 cycloalkyl is cyclopropyl, cyclobutyl, cyclopentyl, or cyclohexyl, wherein each of the foregoing is unsubstituted or substituted with 1-3 substituents. In some cases, the C _5-7 cycloalkenyl is cyclopentenyl or cyclohexenyl, wherein each of the foregoing is unsubstituted or substituted with 1-3 substituents. In some cases, the heterocycloalkyl having 3-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S is aziridinyl, oxiranyl, thiiranyl, azetidinyl, oxetanyl, thietanyl, pyrrolidinyl, imidazolidinyl, pyrazolidinyl, tetrahydrofuranyl, tetrahydrothiopheneyl, oxazolidinyl, oxathiolidinyl, isoxazolidinyl, thiazolidinyl, isothiazolidinyl, piperidinyl, piperazinyl, tetrahydropyranyl, dioxanyl, tetrahydrothipyranyl, dithianyl, morpholinyl, or thiomorpholinyl, wherein each of the foregoing is unsubstituted or substituted with 1-3 substituents. In some cases, the heterocycloalkenyl having 5-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S is dihydropyrrolyl, dihydrofuranyl, dihydrothiopheneyl, dihydroisoxazolyl, tetrahydropyridinyl, dihydropyranyl, or dihydrothipyranyl, wherein each of the foregoing is unsubstituted or substituted with 1-3 substituents. In some cases, R ⁵ is cyclopropyl, cyclobutyl, cyclopentenyl, oxetanyl, or tetrahydrofuranyl. In some cases, R ⁵ is CH ₃ , , , me . C- 3alkenyl, C1-3haloalkyl, C0-3alkylene-OH, C0-3alkylene-C1-3alkoxy, deuterated C0-3alkylene-C1-3alkoxy, or C _1-4 alkylene-N(R ^N1 ) ₂ ; two geminal R ⁶ , together with the atom to which they are attached, form oxo, =CH ₂ , spiro-C _3-7 cycloalkyl, spiro-C _4-7 cycloalkenyl, spiro-heterocycloalkyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S, or spiro-heterocycloalkenyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S; or two vicinal R ⁶ , together with the atoms to which they are attached, form fused-C _3-7 cycloalkyl, fused-C _4-7 cycloalkenyl, fused-heterocycloalkyl having 4-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or fused- heterocycloalkenyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; two non-neighboring R ⁶ join together to form a C _1-3 alkylene bridge, a C _2-3 alkenylene bridge, a C _1-3 ether bridge, or a C _1-3 thioether bridge; or Y and a vicinal R ⁶ , together with the atoms to which they are attached, form fused-C _3-7 cycloalkyl, fused-C _4-7 cycloalkenyl, fused-heterocycloalkyl having 3-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or fused-heterocycloalkenyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; wherein the cycloalkyl, cycloalkenyl, heterocycloalkyl or heterocycloalkenyl of any of the foregoing is unsubstituted or substituted with 1 or more substituents; and each R ^N1 independently is H or C _1-4 alkyl. In some cases, o is 0. In some cases, o is 1. In some cases, o is 2. In some cases, o is 3. In some cases, o is 4. In some cases, at least one R ⁶ is halo or CN. In some cases, at least one R ⁶ is Br, Cl, F, or CN. In some cases, at least one R ⁶ is F. In some cases, o is 1 or 2 and each R ⁶ independently is F. In some cases, at least one R ⁶ is C1-3alkyl or C1-3haloalkyl. In some cases, at least one R ⁶ is CH3, CH2F, CHF2, or CF3. In some cases, o is 1 or 2 and each R ⁶ independently is CH ₃ . In some cases, at least one R ⁶ is C _{0- 3} alkyleneOH, C _0-3 alkylene-C _1-3 alkoxy, deuterated C _0-3 alkylene-C _1-3 alkoxy, or C _1-4 alkylene-N(R ^N1 ) ₂ , and each R ^N1 independently is H or CH ₃ . In some cases, each R ^N1 independently is H. In some cases, at least one R ⁶ is OH, CH ₂ OH, CH ₂ CH ₂ OH, OCH ₃ , OCD ₃ , CH ₂ OCH ₃ , or CH ₂ CH ₂ OCH ₃ . In some cases, at least one R ⁶ is CH ₂ N(CH ₃ ) ₂ , CH ₂ NH(CH ₃ ), or CH ₂ NH ₂ . In some cases, at least one R ⁶ is OH, CH ₂ OH, OCH ₃ , OCD ₃ , CH ₂ OCH ₃ , or CH ₂ N(CH ₃ ) ₂ . In some cases, o is 1 and R ⁶ is OH, CH ₂ OH, OCH3, or CH2OCH3. In some cases, two geminal R ⁶ form oxo (=O) or =CH2. In some cases, two geminal R ⁶ , together with the atom to which they are attached, form spiro-C _3-7 cycloalkyl, spiro-C _{4- 7} cycloalkenyl, spiro-heterocycloalkyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S, or spiro-heterocycloalkenyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S, wherein the any of the foregoing is unsubstituted or substituted with 1 or more substituents. In some cases, two geminal R ⁶ , together with the atom to which they are attached, form spiro-C3-7cycloalkyl or spiro-heterocycloalkyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S, wherein any of the foregoing is unsubstituted or substituted with 1 or more substituents. In some cases, two geminal, R ⁶ together with the atom to which they are attached, form spiro-cyclopropyl, spiro-cyclobutyl, spiro-oxetanyl, or spiro-tetrahydrofuranyl, wherein any of the foregoing is unsubstituted or substituted with 1 or more substituents. In some cases, two geminal R ⁶ , together with the atom to which they are attached, form spiro-cyclopropyl that is unsubstituted or substituted with 1 or more substituents. In some cases, two vicinal R ⁶ , together with the atoms to which they are attached, form fused-C _3-7 cycloalkyl, fused-C _4-7 cycloalkenyl, fused- heterocycloalkyl having 4-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or fused- heterocycloalkenyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S, or Y and a vicinal R ⁶ , together with the atoms to which they are attached, form fused-C3-7cycloalkyl, fused- C _4-7 cycloalkenyl, fused-heterocycloalkyl having 3-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or fused-heterocycloalkenyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; wherein any of the foregoing is unsubstituted or substituted with 1 or more substituents. In some cases, two vicinal R ⁶ , together with the atoms to which they are attached, form fused-C _3-7 cycloalkyl, or Y and a vicinal R ⁶ , together with the atoms to which they are attached, form fused-C _3-7 cycloalkyl, wherein the cycloalkyl of any of the foregoing is unsubstituted or substituted with 1 or more substituents. In some cases, the fused-C3-7cycloalkyl is fused-cyclopropyl, fused- cyclobutyl, or fused-cyclopentyl, wherein any of the foregoing is unsubstituted or substituted with 1 or more substituents. In some cases, the spiro-cycloalkyl, spiro-cycloalkenyl, spiro-heterocycloalkyl, spiro-heterocycloalkenyl, fused-cycloalkyl, fused-cycloalkenyl, fused-heterocycloalkyl, fused- heterocycloalkenyl of any of the foregoing is unsubstituted. In some cases, the spiro-cycloalkyl, spiro- cycloalkenyl, spiro-heterocycloalkyl, spiro-heterocycloalkenyl, fused-cycloalkyl, fused-cycloalkenyl, fused-heterocycloalkyl, fused-heterocycloalkenyl of any of the foregoing is substituted with 1 or more substituents. In some cases, the spiro-cycloalkyl, spiro-cycloalkenyl, spiro-heterocycloalkyl, spiro- heterocycloalkenyl, fused-cycloalkyl, fused-cycloalkenyl, fused-heterocycloalkyl, fused- heterocycloalkenyl of any of the foregoing is unsubstituted. In some cases, the spiro-cycloalkyl, spiro- cycloalkenyl, spiro-heterocycloalkyl, spiro-heterocycloalkenyl, fused-cycloalkyl, fused-cycloalkenyl, fused-heterocycloalkyl, fused-heterocycloalkenyl of any of the foregoing is substituted with 1-4 substituents. In some cases, the spiro-cycloalkyl, spiro-cycloalkenyl, spiro-heterocycloalkyl, spiro- heterocycloalkenyl, fused-cycloalkyl, fused-cycloalkenyl, fused-heterocycloalkyl, fused- heterocycloalkenyl of any of the foregoing is substituted with 1 or 2 substituents. In some cases, each substituent of the spiro-cycloalkyl, spiro-cycloalkenyl, spiro-heterocycloalkyl, spiro- heterocycloalkenyl, fused-cycloalkyl, fused-cycloalkenyl, fused-heterocycloalkyl, and fused- heterocycloalkenyl independently is halo, C _1-3 alkyl, C _1-3 haloalkyl, C _0-2 alkyleneOH, C _0-2 alkyleneC _{1- 3} alkoxy, or C _0-2 alkyleneCN. In some cases, each substituent independently is halo, OH, C _1-3 alkoxy, or CN. In some cases, each substituent independently is F, Cl, OH, OCH ₃ , OCH ₂ CH ₃ , or CN. In some cases, two non-neighboring R ⁶ join together to form a C1-3alkylene bridge, a C2-3alkenylene bridge, a C _1-3 ether bridge, or a C _1-3 thioether bridge. In some cases, two non-neighboring R ⁶ join together to form a C _1-3 alkylene bridge, a C _2-3 alkenylene bridge, or a C _1-3 ether bridge. In some cases, two non- neighboring R ⁶ join together to form a C _1-3 alkylene bridge or a C _2-3 alkenylene bridge. In some cases, two non-neighboring R ⁶ join together to form a C _1-3 alkylene bridge or a C _2-3 alkenylene bridge. In some cases, two non-neighboring R ⁶ join together to form a C _1-3 ether bridge or a C _1-3 thioether bridge. In some cases, two non-neighboring R ⁶ join together to form a C ₁ alkylene bridge (e.g., ). In some cases, two non-neighboring R ⁶ join together to form a C ₂ alkylene brid n some cases, two non-neighboring R ⁶ join together to form a C ₃ alkylene brid some cases, two non-neighboring R ⁶ join together to form a C ₂ alkenylene br . In some cases, two non-neighboring R ⁶ join together to form a C ₃ alkenylene br In some cases, two non-neighboring R ⁶ join together to form a C _1-3 ether bridge .g., . In some cases, two non-neighboring R ⁶ join together to form a C _1-3 thioether bridge (e.g., ). In some cases, two non-neighboring R ⁶ join together to form —CH ₂ —, —CH ₂ CH ₂ —, — CH ₂ CH ₂ CH ₂ —, —CH ₂ -CH=CH— or —CH ₂ OCH ₂ —. In some cases, Y is N. In some cases, Y is CH. In some cases, Y is C-halo, C-CN, C-C _1-3 alkyl, C-C _1-3 haloalkyl, C-C _0-3 alkyleneOH, or C-C _0-3 alkylene- C _1-4 alkoxy. In some cases, Y is C-F, C-Cl, or C-CN. In some cases, Y is C-C _1-3 alkyl or C-C _{1- 3} haloalkyl. In some cases, Y is C-CH ₃ , C-CH ₂ CH ₃ , C-CH ₂ F, C-CHF ₂ , or C-CF ₃ . In some cases, Y is C-C _0-3 alkyleneOH or C-C _0-3 alkylene-C _1-4 alkoxy. In some cases, Y is C-OH, C-CH ₂ OH, C-OCH ₃ , or is

some cases, X is , , , ts. In some cases, Z is unsubstituted phenyl. In some cases, Z is phenyl substituted with 1-4 substituents. In some cases, each of the phenyl substituents independently is halo, C _0-3 alkyleneCN, C _{0- 3} alkyleneOH, C _0-3 alkylene-C _1-4 alkoxy, C _0-3 alkylene-C _1-4 thioalkyl, . In some cases, each R ^N1 independently H or C _1-3 alkyl. In some cases, each R ^N1 in H or CH ₃ . In some cases, each R ^N1 is H. In some cases, each of the phenyl substituents independently is F, Cl, CN, s, Z [0044] In some cases, Z is heteroaryl comprising 5 or 6 total ring atoms and 1-3 heteroatoms selected from N, O, and S, wherein the heteroaryl is unsubstituted or substituted with 1 or more substituents. In some cases, the heteroaryl comprises 5 total ring atoms. In some cases, the heteroaryl comprises 6 total ring atoms. In some cases, the heteroaryl is pyrrolyl, furanyl, thiophenyl, pyrazolyl, imidazolyl, thiazolyl, isothiazolyl, oxazolyl, isoxazolyl, triazolyl, thiadiazolyl, oxadiazolyl, pyridyl, pyridazinyl, pyrimidinyl, pyrazinyl, or triazinyl. In some cases, the heteroaryl is pyrrolyl, furanyl, thiophenyl, pyrazolyl, imidazolyl, thiazolyl, isothiazolyl, oxazolyl, isoxazolyl, triazolyl, thiadiazolyl, oxadiazolyl, or triazolyl. In some cases, the heteroaryl is pyrazolyl, imidazolyl, thiazolyl, isothiazolyl, oxazolyl, isoxazolyl, or triazolyl. In some cases, the heteroaryl is pyrazolyl, imidazolyl, thiazolyl, or isothiazolyl. In some cases, the heteroaryl is pyrazolyl. In some cases, the heteroaryl is imidazolyl. In some cases, the heteroaryl is thiazolyl. In some cases, the heteroaryl is isothiazolyl. In some cases, the heteroaryl is pyridyl, pyridazinyl, pyrimidinyl, or pyrazinyl. In some cases, the heteroaryl pyridyl. In some cases, the heteroaryl is pyrazolyl, thiazolyl, pyridyl, or pyridazinyl. In some cases, the heteroaryl is pyrazolyl or pyridyl. [0045] In some cases, the heteroaryl is unsubstituted. In some cases, the heteroaryl is substituted with 1-4 substituents. In some cases, the heteroaryl is substituted with 1 or 2 substituents. In some cases, the heteroaryl is substituted with 3 or 4 substituents. In some cases, the heteroaryl is substituted with 1 substituent. In some cases, the heteroaryl is substituted with 2 substituents. In some cases, the heteroaryl is substituted with 3 substituents. In some cases, the heteroaryl is substituted with 4 substituents. In some cases, each of the heteroaryl substituents independently is halo, CN, C _1-6 alkyl, C _1-6 haloalkyl, C _2-6 alkenyl, C _2-6 haloalkenyl, C _0-6 alkylene-OH, C _0-6 alkylene-C _1-3 alkoxy, C _0-6 alkylene- N(R ^N1 )2 C0-2alkylene-C3-6cycloalkyl, C0-2alkylene-heterocycloalkyl having 3-6 total ring atoms and 1- 3 heteroatoms selected from N, O, and S, or C _0-2 alkylene-phenyl, wherein each of the C _1-6 alkyl, C _{2- 6} alkenyl, C _0-6 alkylene-C _1-3 alkoxy, C _3-7 cycloalkyl, heterocycloalkyl, and phenyl substituents independently is optionally substituted with 1 or more further substituents, and each R ^N1 independently is H, or C _1-3 alkyl. In some cases, the C _1-6 alkyl, C _2-6 alkenyl, C _0-6 alkylene-C _1-3 alkoxy, C _{3- 7} cycloalkyl, heterocycloalkyl, and phenyl substituents of the heteroaryl is not further substituted. In some cases, the C _1-6 alkyl, C _2-6 alkenyl, C _0-6 alkylene-C _1-3 alkoxy, C _3-7 cycloalkyl, heterocycloalkyl, and phenyl substituents of the heteroaryl is substituted with 1 or more further substituents. In some cases, the C _1-6 alkyl, C _2-6 alkenyl, C _0-6 alkylene-C _1-3 alkoxy, C _3-7 cycloalkyl, heterocycloalkyl, and phenyl substituents of the heteroaryl is substituted with 1-3 further substituents. In some cases, the C _1-6 alkyl, C _2-6 alkenyl, C _0-6 alkylene-C _1-3 alkoxy, C _3-7 cycloalkyl, heterocycloalkyl, and phenyl substituents of the heteroaryl is substituted with 1 or 2 further substituents. In some cases, the C _1-6 alkyl, C _2-6 alkenyl, C _{0- 6} alkylene-C _1-3 alkoxy, C _3-7 cycloalkyl, heterocycloalkyl, and phenyl substituents of the heteroaryl is substituted with 1 further substituent. 10600-WO01-SEC [0046] In some cases, each further substituent independently is D, halo, OH, C _1-3 alkyl, C _{1- 3} haloalkyl, C _1-2 alkyleneOH, C _1-2 alkylene-C _1-3 alkoxy, C _1-3 deuterated alkoxy, N(R ^N1 ) ₂ , (C=O)C _1-3 alkyl, ycloalkyl, or heterocycloalkyl having 3-5 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; or two geminal further substituents, together with the atom to which they are attached, form spiro-C _3-5 cycloalkyl or spiro-heterocycloalkyl having 3-5 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; or two vicinal further substituents, together with the atoms to which they are attached, form fused-C _3-5 cycloalkyl or fused-heterocycloalkyl having 3-5 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; wherein each of the foregoing cycloalkyl and heterocycloalkyl groups independently is unsubstituted or substituted with halo, C _1-3 alkyl, or a combination thereof, and each R ^N1 independently is H or C _1-3 alkyl. In some cases, each further substituent independently is D, Br, Cl, F, OH, CH3, OCH3, OCD3, N(CH3)2, (C=O)C1-3alkyl, oxetanyl, or azetidinyl; or two geminal further substituents, together with the atom to which they are attached, form spiro-oxetanyl or spiro-azetidinyl, wherein each of the foregoing oxetanyl, azetidinyl, spiro- oxetanyl, and spiro-azetidinyl independently is unsubstituted or substituted with F, CH ₃ , or a combination thereof. In some cases, each further substituent independently is D, Br, Cl, F, OH, CH ₃ , CF ₃ , CF ₂ H, CFH ₂ , OCH ₃ , OCD ₃ , CH ₂ OCH ₃ , N(CH ₃ ) ₂ , (C=O)CH ₃ , oxetanyl, or azetidinyl; wherein each of the foregoing oxetanyl, or azetidinyl, or two geminal further substituents, together with the atom to which they are attached, form spiro-oxetanyl, or spiro-azetidinyl; wherein each of the foregoing oxetanyl, azetidinyl, spiro-oxetanyl, and spiro-azetidinyl is unsubstituted or substituted with F, CH ₃ , or a combination thereof _. In some cases, each further substituent independently is D, Br, Cl, F, or two geminal further substituents, together with the atom to which they are attached, for , or . In some cases, each further substituent independently is D, CH ₃ , OCH ₃ , OCD ₃ , N(CH ₃ ) ₂ , orm n some cases, e e eroary s su s ue w r, , , or a com na on ereo . n some cases, the heteroaryl is substituted with F. In some cases, the heteroaryl is substituted with CN. In some cases, the heteroaryl is substituted with C _1-6 alkyl, wherein the alkyl is optionally substituted with 1 or more 71 10600-WO01-SEC further substituents. In some cases, the heteroaryl is substituted with CH ₃ , CH ₂ CH ₃ , CH ₂ CH ₂ CH ₃ , or CH(CH ₃ ) ₂ , wherein each of the foregoing independently is optionally substituted with 1 or more further substituents. In some cases, heteroaryl is substituted with CH ₃ that is optionally substituted with 1 or more further substituents. In some cases, the C1-6alkyl is unsubstituted. In some cases, the C _1-6 alkyl is CH ₃ , CH ₂ CH ₃ , CH ₂ CH ₂ CH ₃ , or CH(CH ₃ ) ₂ . In some cases, the heteroaryl is substituted with C _1-6 alkyl. In some cases, the C _1-6 alkyl is substituted with 1-3 substituents, and each of the 1-3 substituents independently is deuterium and halo. In some cases, the substituted C _1-6 alkyl is CD _3. In some cases, the heteroaryl is substituted with C _1-6 haloalkyl. In some cases, the C _1-6 haloalkyl is CF ₃ , CHF ₂ , CH ₂ F, CH ₂ CHF ₂ , CH ₂ CH ₂ F, CH(CH ₂ F) ₂ , CH(CH ₃ )CH ₂ F, or CH(CH ₃ )CHF ₂ . In some cases, the heteroaryl is substituted with C _2-6 alkenyl, wherein the alkenyl is optionally substituted with 1 or more further substituents. In some cases, the C2-6alkenyl is CH=CH2, CH2CH=CH2, or CH=CHCH3, wherein each of the foregoing independently is optionally substituted with 1 or more further substituents. In some cases, the C _2-6 alkenyl is unsubstituted. In some cases, the C _2-6 alkenyl is CH=CH ₂ , CH ₂ CH=CH ₂ , or CH=CHCH ₃ . In some cases, the C _2-6 alkenyl is substituted with 1-3 substituents, and each of the 1-3 substituents independently is deuterium, halo, OH, OCH ₃ , and OCD ₃ . In some cases, the heteroaryl is substituted with C _2-6 haloalkenyl. In some cases, the C _2-6 haloalkenyl is C(=CH ₂ )CH ₂ F. In some cases, the heteroaryl is substituted with C _0-6 alkylene-OH. In some cases, the C0-6alkylene-OH is OH, CH2OH, CH2CH2OH, CH(CH3)CH2OH, C(CH3)2OH, C(CH3)2CH2OH, or CH ₂ C(CH ₃ ) ₂ OH. In some cases, the C _0-6 alkylene-OH is OH, CH ₂ OH, CH ₂ CH ₂ OH, or C(CH ₃ ) ₂ CH ₂ OH. In some cases, the heteroaryl is substituted with C _0-6 alkylene-C _1-3 alkoxy, wherein the alkoxy is optionally substituted with 1 or more further substituents. In some cases, the C _{0- 6} alkylene-C _1-3 alkoxy is OCH ₃ , CH ₂ OCH ₃ , CH ₂ CH ₂ OCH ₃ , CH ₂ CH ₂ OCH ₂ CH ₃ ,CH ₂ CH ₂ CH ₂ OCH ₃ , CH(CH ₃ )OCH ₃ , CH(CH ₃ )CH ₂ OCH ₃ , CH(OCH ₃ )CH ₂ OCH ₃ , CH(CH ₃ )(OCH ₃ )CH ₂ OCH ₃ , C(CH ₃ ) ₂ OCH ₃ , C(CH ₃ ) ₂ CH ₂ OCH ₃ , CH ₂ CH(CH ₃ )OCH ₃ , CH ₂ (CH ₃ )(OCH ₃ )OCH ₃ , CH ₂ C(CH ₃ ) ₂ OCH ₃ , or CH2C(CH3)2OCH3, wherein each of the foregoing independently is optionally substituted with 1 or more further substituents. In some cases, the C _0-6 alkylene-C _1-3 alkoxy is OCH ₃ , CH ₂ OCH ₃ , CH ₂ CH ₂ OCH ₃ , or CH ₂ CH ₂ CH ₂ OCH ₃ , wherein each of the foregoing independently is optionally substituted with 1 or more further substituents. In some cases, the C _0-6 alkylene-C _1-3 alkoxy is CH(CH ₃ )OCH ₃ or CH ₂ CH ₂ OCH ₃ , and each of the foregoing independently is optionally substituted with 1 or more further substituents. In some cases, the heteroaryl is substituted with OCH ₃ , OCD ₃ , CH2OCH3, CH2OCD3, CH2CH2OCH3, CH2CH2OCD3, CHFCH2OCH3, CF2CH2OCH3 CH ₂ CH ₂ CH ₂ OCH ₃ , CH ₂ CH ₂ CH ₂ OCD ₃ , CH(CH ₃ )CH ₂ OCH ₃ , C(CH ₃ ) ₂ CH ₂ OCH ₃ , CH ₂ CH(CH ₃ )OCH ₃ , CH ₂ C(CH ₃ ) ₂ OCH ₃ , CH(CH ₃ )CH ₂ OCD ₃ , C(CH ₃ ) ₂ CH ₂ OCD ₃ , CH ₂ CH(CH ₃ )OCD ₃ , CH ₂ C(CH ₃ ) ₂ OCD ₃ , or a combination of the foregoing. In some cases, the heteroaryl is substituted with C _0-6 alkylene- N(R ^N1 ) ₂ . In some cases, the C _0-6 alkylene-N(R ^N1 ) ₂ is NH ₂ , CH ₂ NH ₂ , CH ₂ NHCH ₃ , CH ₂ N(CH ₃ ) ₂ , CH ₂ CH ₂ NH ₂ , CH ₂ CH ₂ NHCH ₃ , or CH ₂ CH ₂ N(CH ₃ ) ₂ . In some cases, the heteroaryl is substituted with C _0-2 alkylene-C _3-6 cycloalkyl, wherein the cycloalkyl is optionally substituted with 1 or more further 72 substituents. In some cases, the cycloalkyl of the C _0-2 alkylene-C _3-6 cycloalkyl is cyclopropyl, cyclobutyl, cyclopentyl, or cyclohexyl, wherein each of the foregoing independently is optionally substituted or substituted with 1 or more further substituents. In some cases, the cycloalkyl of the C _0- 2alkylene-C3-6cycloalkyl is cyclopropyl or cyclobutyl, wherein each of the foregoing independently is optionally substituted with 1 or more further substituents. In some cases, each substituent independently is halo, OH, CH ₃ , OCH ₃ , or OCD ₃ . In some cases, the C _0-2 alkylene-cycloalkyl is substituted with 1-3 substituents, and each substituent independently is Br, Cl, F, OH, CH ₃ , OCH ₃ , or OCD ₃ . In some cases, the optionally substituted C _0-2 alkylene-cycloalkyl , , . In some cases, the heteroaryl is s l ring atoms and 1-3 heteroatoms selected from N, O, and S. In some cases, the heterocycloalkyl of the C _0-2 alkylene-heterocycloalkyl is azetidinyl, pyrrolidinyl, piperidinyl, pyrazolidinyl, oxetanyl, tetrahydrofuranyl, tetrahydropyranyl, isoxazolidinyl, or morpholinyl, wherein each of the foregoing independently is optionally substituted with 1 or more further substituents. In some cases, the heterocycloalkyl of the C _0-2 alkylene- heterocycloalkyl is azetidinyl, oxetanyl, tetrahydrofuranyl, tetrahydropyranyl, or morpholinyl, and each of the foregoing is optionally substituted with 1 or more further substituents. In some cases, the heterocycloalkyl of the optionally substituted C _0-2 alkylene-heterocycloalkyl is azetidinyl, oxetanyl, pyrrolidinyl, pyrazolidinyl, tetrahydrofuranyl, tetrahydropyranyl, or piperidinyl. In some cases, the heterocycloalkyl of the C0-2alkylene-heterocycloalkyl is azetidinyl or oxetanyl, wherein each of the foregoing independently is optionally substituted with 1 or more further substituents. In some cases, the heterocycloalkyl of the C _0-2 alkylene-heterocycloalkyl is azetidinyl, wherein the azetidinyl is optionally substituted with 1 or more further substituents. In some cases, the heterocycloalkyl of the C _0-2 alkylene-heterocycloalkyl is oxetanyl, wherein the oxetanyl is optionally substituted with 1 or more further substituents. In some cases, the C _0-2 alkylene-heterocycloalkyl is unsubstituted. In some cases, the C _0-2 alkylene-heterocycloalkyl is substituted with 1-3 further substituents. In some cases, the C0-2alkylene-heterocycloalkyl is substituted with 1 or 2 further substituents. In some cases, the C0- ₂ alkylene-heterocycloalkyl is substituted with 2 further substituents. In some cases, the C _0-2 alkylene- heterocycloalkyl is substituted with 1 further substituent. In some cases, each further substituent independently is halo, OH, CH ₃ , OCH ₃ , or OCD _3. In some cases, each further substituent independently is Br, Cl, F, OH, CH3, CF3, CF2H, CH2F, OCH3, OCD3, or C(=O)CH3. In some cases, each further substituent independently is D, Br, Cl, F, OH, CH ₃ , CH(CH ₃ ) ₂ , CF ₃ , CF ₂ H, CFH ₂ , OCH ₃ , OCD3, N(CH3)2, (C=O)CH3, , ; or two geminal further substituents, together with the atom to which they are attached, for . In some cases, the C _0- , , , ses, . , heteroaryl of Z independently is Br, Cl, F, CN, CF ₃ , CHF ₂ , CH ₂ F, CH ₂ CHF ₂ , CH ₂ CH ₂ F, CH(CH ₂ F) ₂ , CH(CH ₃ )CH ₂ F, CH(CH ₃ )CHF ₂ , C(=CH ₂ )CH ₂ F, OH, CH ₂ OH, CH ₂ CH ₂ OH, CH(CH ₃ )CH ₂ OH, C(CH ₃ ) ₂ OH, C(CH ₃ ) ₂ CH ₂ OH, CH ₂ C(CH ₃ ) ₂ OH, NH ₂ , CH ₂ NH ₂ , CH ₂ NHCH ₃ , CH ₂ N(CH ₃ ) ₂ , CH ₂ CH ₂ NH ₂ , CH ₂ CH ₂ NHCH ₃ , CH ₂ CH ₂ N(CH ₃ ) ₂ , C _1-6 alkyl selected from CH ₃ , CH ₂ CH ₃ , CH ₂ CH ₂ CH ₃ , and CH(CH ₃ ) ₂ , C _2-6 alkenyl selected from CH=CH ₂ , CH ₂ CH=CH ₂ , and CH=CHCH ₃ , C _0-6 alkylene-C _{1- 3} alkoxy selected from OCH ₃ , CH ₂ OCH ₃ , CH ₂ CH ₂ OCH ₃ , CH ₂ CH ₂ OCH ₂ CH ₃ ,CH ₂ CH ₂ CH ₂ OCH ₃ , CH(CH ₃ )OCH ₃ , CH(CH ₃ )CH ₂ OCH ₃ , CH(OCH ₃ )CH ₂ OCH ₃ , CH(CH ₃ )(OCH ₃ )CH ₂ OCH ₃ , C(CH ₃ ) ₂ OCH ₃ ,C(CH ₃ ) ₂ CH ₂ OCH ₃ , CH ₂ CH(CH ₃ )OCH ₃ , CH ₂ (CH ₃ )(OCH ₃ )OCH ₃ , CH ₂ C(CH ₃ ) ₂ OCH ₃ , and CH ₂ C(CH ₃ ) ₂ OCH ₃ , cycloalkyl selected from cyclopropyl, cyclobutyl, cyclopentyl, and cyclohexyl, or heterocycloalkyl selected from azetidinyl, pyrrolidinyl, piperidinyl, pyrazolidinyl, oxetanyl, tetrahydrofuranyl, tetrahydropyranyl, isoxazolidinyl, and morpholinyl; wherein each of the C _1-6 alkyl, C _2-6 alkenyl, C _0-6 alkylene-C _1-3 alkoxy, cycloalkyl, and heterocycloalkyl substituents independently is substituted with 1-3 further substituents and each further substituent independently is D, halo, C _1-3 alkyl, C _1-3 haloalkyl, C _1-2 alkyleneOH, C _1-2 alkylene-C _1-3 alkoxy, C _1-3 deuterated alkoxy, N(R ^N1 ) ₂ , (C=O)C _1-3 alkyl, C _3-5 cycloalkyl, heterocycloalkyl having 3-5 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; or two geminal further substituents, together with the atom to which they are attached, form spiro-C _3-5 cycloalkyl, or spiro-heterocycloalkyl having 3-5 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; or two vicinal further substituents, together with the atoms to which they are attached, form fused-C _3-5 cycloalkyl or fused-heterocycloalkyl having 3-5 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S. In some cases, each further substituent independently is D, Br, Cl, F, OH, CH ₃ , CF ₃ , CF ₂ H, CFH ₂ , OCH ₃ , OCD ₃ , CH ₂ OCH ₃ , N(CH ₃ ) ₂ , (C=O)CH ₃ , oxetanyl, azetidinyl, or two geminal further substituents, together with the atom to which they are attached, form spiro-oxetanyl or spiro-azetidinyl; wherein each of the foregoing oxetanyl, azetidinyl, spiro-oxetanyl, and spiro-azetidinyl independently is unsubstituted or substituted with F, CH ₃ , or a combination thereof. In some cases, each further substituent independently is D, Br, , or , or two geminal substituents, together with the atom to which they are attached, form h i f h h l f i tly , H ₃ , D ₃ , , ses, ach ach substituent of the heteroaryl of Z independently is CH ₃ , CH ₂ CH ₂ OCH , and the , [0047] In some cases, Z is heteroaryl and has a structur , , or , wherein each of R ^ZA and R ^ZB is as defined herein for the substituents of the heteroaryl group of Z. In some cases, Z is heteroaryl and has a structu , , wherein each of R ^ZA and R ^ZB is as defined herein for the substituents of the heteroaryl group of Z. In some cases In some cases, Z . In some cases, Z is Z is . In some cases, each of R ^ZA and R ^ZB independently is halo, CN, C _1-6 alkyl, C _1-6 haloalkyl, C _2-6 alkenyl, C _2-6 haloalkenyl, C _0-6 alkylene-OH, C _0-6 alkylene-C _1-3 alkoxy, C _0-6 alkylene-N(R ^N1 ) ₂ , C _{0- 2} alkylene-C _3-6 cycloalkyl, C _0-2 alkylene-heterocycloalkyl having 3-6 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or C _0-2 alkylene-phenyl; wherein each of the C _1-6 alkyl, C _{2- 6} alkenyl, C _0-6 alkylene-C _1-3 alkoxy, C _3-7 cycloalkyl, heterocycloalkyl, and phenyl substituents independently is optionally substituted with 1 or more further substituents, and each R ^N1 independently is H or C _1-3 alkyl. In some cases, each of the C _1-6 alkyl, C _2-6 alkenyl, C _0-6 alkylene-C _{1- 3} alkoxy, cycloalkyl, heterocycloalkyl, and phenyl substituents independently is unsubstituted or substituted with 1-3 further substituents, and each further substituent independently is D, halo, C1- ₃ alkyl, C _1-3 haloalkyl, C _1-2 alkyleneOH, C _1-2 alkylene-C _1-3 alkoxy, C _1-3 deuterated alkoxy, N(R ^N1 ) ₂ , (C=O)C _1-3 alkyl, C _3-5 cycloalkyl, heterocycloalkyl having 3-5 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; or two geminal further substituents, together with the atom to which they are attached, form spiro-C _3-5 cycloalkyl, or spiro-heterocycloalkyl having 3-5 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; or two vicinal further substituents, together with the atoms to which they are attached, form fused-C _3-5 cycloalkyl or fused-heterocycloalkyl having 3-5 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; wherein each of the foregoing cycloalkyl and heterocycloalkyl further substituents independently is unsubstituted or substituted with 1 or 2 substituents, and each substituent independently is halo or C _1-3 alkyl. In some cases, each of R ^ZA and R ^ZB independently is Cl, F, CN, CH ₃ , CD ₃ , CH ₂ CH ₃ , CH(CH ₃ ) ₂ , CF ₃ , CHF ₂ , CH ₂ F, CH ₂ CHF ₂ , CH ₂ CH ₂ F, CH(CH ₂ F) ₂ , CH(CH ₃ )CH ₂ F, CH(CH ₃ )CHF ₂ , C(=CH ₂ )CH ₂ F, OH, CH ₂ OH, CH ₂ CH ₂ OH, CH(CH ₃ )CH ₂ OH, C(CH ₃ ) ₂ OH, C(CH ₃ ) ₂ CH ₂ OH, CH ₂ C(CH ₃ ) ₂ OH, OCH ₃ , OCD ₃ , CH ₂ OCH ₃ , CH ₂ OCD ₃ , CH ₂ CH ₂ OCH ₃ , CHFCH ₂ OCH ₃ , CF ₂ CH ₂ OCH ₃ , CH ₂ CH ₂ OCD ₃ , CH ₂ CH ₂ OCH ₂ CH ₃ ,CH ₂ CH ₂ CH ₂ OCH ₃ , CH ₂ CH ₂ CH ₂ OCD ₃ , CH(CH ₃ )OCH ₃ , CH(CH ₃ )CH ₂ OCH ₃ , CH(CH ₃ )CH ₂ OCD ₃ , C(CH ₃ ) ₂ CH ₂ OCH ₃ , C(CH ₃ ) ₂ CH ₂ OCD ₃ , CH ₂ CH(CH ₃ )OCH ₃ , CH ₂ CH(CH ₃ )OCD ₃ , CH ₂ C(CH ₃ ) ₂ OCH _3, CH ₂ C(CH ₃ ) ₂ OCD ₃ , NH ₂ , CH ₂ NH ₂ , CH ₂ NHCH ₃ , CH ₂ N(CH ₃ ) ₂ , CH ₂ CH ₂ NH ₂ , CH2CH2NHCH3, CH2CH2N(CH3)2, , , , , , , , , , , , , , , , ; ₃ ; , In n atoms and 1-3 heteroatoms selected from N, O, and S fused to C _5-6 cycloalkyl or a heterocycloalkyl ring having 5 or 6 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; wherein the bicyclic ring is unsubstituted or substituted with 1-4 substituents. In some cases, the heteroaryl ring of the bicyclic ring is pyridyl, pyridazinyl, pyrimidinyl, or pyrazinyl; the cycloalkyl ring of the bicyclic ring is cyclopentyl or cyclohexyl; and the heterocycloalkyl ring of the bicyclic ring is pyrrolidinyl, tetrahydrofuranyl, tetrahydropyranyl, or tetrahydrothiophenyl. In some cases, the heteroaryl group is pyridyl and the heterocycloalkyl group is furanyl. In some cases, Z is a bicyclic ring comprising heteroaryl having 5 or 6 total ring atoms and 1-3 heteroatoms selected from N, O, and S fused to a ring having 5 or 6 total ring atoms and 0, 1, or 2 heteroatoms selected from N, O, and S; wherein the bicyclic ring is unsubstituted or substituted with 1 or more substituents, such as 1-4 substituents, or 1- 3 substituents, or 1-2 substituents, or 1 substituent. In some cases, the heteroaryl of the bicyclic ring is pyridyl, pyridazinyl, pyrimidinyl, or pyrazinyl; and the fused ring has 5 total atoms and 1 oxygen atom in the fused ring, 5 total atoms and 1 nitrogen atom in the fused ring, 6 total atoms and 1 nitrogen or oxygen atom in the ring, or 6 total atoms, 1 oxygen atom, and 1 nitrogen atom in the fused ring. In some cases, the heteroaryl group is pyridyl and the fused ring has 5 total atoms and 1 oxygen atom in the fused ring. In some cases, the heteroaryl group is imidazolyl or pyrazolyl and the fused ring has 5 total atoms and 1 nitrogen atom in the fused ring, 6 total atoms and 1 nitrogen or oxygen atom in the ring, or 6 total atoms, 1 oxygen atom, and 1 nitrogen atom in the fused ring. In some cases, the bicyclic ring is unsubstituted. In some cases, the bicyclic ring is substituted with 1-4 substituents, and each substituent independently is halo, CN, C1-6alkyl, C1-6haloalkyl, C0-6alkylene- OH, or C _0-6 alkylene-C _1-3 alkoxy. In some cases, each substituent of the bicyclic ring independently is Br, Cl, F, CN, CH ₃ , CH ₂ CH ₃ , CH ₂ CH ₂ CH ₃ , CH(CH ₃ ) ₂ , CF ₃ , CHF ₂ , CH ₂ F, CH ₂ CHF ₂ , CH ₂ CH ₂ F, CH(CH ₂ F) ₂ , CH(CH ₃ )CH ₂ F, CH(CH ₃ )CHF ₂ ), OH, CH ₂ OH, CH ₂ CH ₂ OH, CH(CH ₃ )CH ₂ OH, C(CH ₃ ) ₂ OH, C(CH ₃ ) ₂ CH ₂ OH, CH ₂ C(CH ₃ ) ₂ OH, OCH ₃ , CH ₂ OCH ₃ , CH ₂ CH ₂ OCH ₃ , or ntly is Cl, Br, F, CH ₃ , , [0049 (II), or a pharmaceutically acceptable salt thereof, wherein: m is 0, 1, 2, 3, or 4; n is 0, 1, or 2; A is N, CH, C-halo, C-CN, C-C _1-3 alkyl, C-C _1-3 haloalkyl, C-C _0-3 alkyleneOH, or C-C _0- 3alkylene-C1-4alkoxy; each of W ¹ and W ² independently is N, CH, C-halo, C-CN, C-C1-3alkyl, C-C2-3alkenyl, C-C2- 3alkynyl, C-C _1-3 haloalkyl, C-C _0-3 alkyleneOH, or C-C _0-3 alkylene-C _1-4 alkoxy, wherein each of the alkenyl and alkynyl is unsubstituted or substituted with 1-3 substituents and each substituent independently is halo, C _1-3 haloalkyl, C _0-3 alkyleneOH, or C _{0- 3} alkyleneC _1-4 alkoxy; X is heterocycloalkyl or heterocycloalkenyl, each having 4-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, wherein each of the heterocycloalkyl and heterocycloalkenyl is unsubstituted or substituted with 1-3 substituents, and each substituent independently is halo, C _1-3 alkyl, C _1-3 haloalkyl, C _0-2 alkyleneOH, C _{0- 2} alkyleneC _1-3 alkoxy, or C _0-2 alkyleneCN; Z is phenyl, heteroaryl comprising 5 or 6 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or a bicyclic ring comprising a heteroaryl having 5 or 6 total ring atoms and 1-3 heteroatoms selected from N, O, and S fused to C _5-6 cycloalkyl or a heterocycloalkyl ring having 5 or 6 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; wherein each of the phenyl, heteroaryl, and bicyclic ring is unsubstituted or substituted with 1-4 substituents, and each substituent independently is halo, CN, C _1-6 alkyl, C _1-6 haloalkyl, C _2-6 alkenyl, C _2-6 haloalkenyl, C _0-6 alkylene-OH, C _0-6 alkylene-C _1-3 alkoxy, C _0-6 alkylene-N(R ^N1 ) ₂ , C _0-2 alkylene-C _3-6 cycloalkyl, C _0-2 alkylene-heterocycloalkyl having 3-6 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or C _0-2 alkylene-phenyl; wherein each of the C _1-6 alkyl, C _2-6 alkenyl, C _0-6 alkylene-C _1-3 alkoxy, cycloalkyl, heterocycloalkyl, and phenyl substituents independently is unsubstituted or substituted with 1-3 further substituents, and each further substituent independently is D, halo, C _1-3 alkyl, C _1-3 haloalkyl, C _1-2 alkyleneOH, C _{1- 2} alkylene-C _1-3 alkoxy, C _1-3 deuterated alkoxy, N(R ^N1 ) ₂ , (C=O)C _1-3 alkyl, C _{3- 5} cycloalkyl, or heterocycloalkyl having 3-5 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; or two geminal further substituents, together with the atom to which they are attached, form spiro-C _3-5 cycloalkyl or spiro-heterocycloalkyl having 3-5 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; or two vicinal further substituents, together with the atoms to which they are attached, form fused-C _3-5 cycloalkyl or fused- heterocycloalkyl having 3-5 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; wherein each of the foregoing cycloalkyl and heterocycloalkyl further substituents independently is unsubstituted or substituted with 1 or 2 substituents, and each substituent independently is halo or C1-3alkyl; is C _2-6 alkylene, C _3-6 alkenylene, heteroalkylene having 2-6 total atoms and 1-3 heteroatoms selected from N, O, and S, or heteroalkenylene having 3-6 total atoms and 1 or 2 heteroatoms selected from N, O, and S, wherein is unsubstituted or substituted with 1-4 substituents, and each substituent ind ependently is C _1-3 alkyl, C _{1- 3} haloalkyl, C _2-3 alkenyl, halo, CN, C _0-3 alkyleneOH, C _0-3 alkylene-C _1-3 alkoxy, C _{3- 5} cycloalkyl, C _4-5 cycloalkenyl, heterocycloalkyl having 4 or 5 total ring atoms and 1- 3 heteroatoms selected from N, O, and S, heterocycloalkenyl having 4 or 5 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or phenyl; or two geminal substituents, together with the atom to which they are attached, form oxo, =CH ₂ , spiro-C _3-5 cycloalkyl, spiro-C _4-5 cycloalkenyl, spiro-heterocycloalkyl having 3-5 total ring atoms and 1 or 2 heteroatoms selected from N, O and S, or spiro- heterocycloalkenyl having 4 or 5 total ring atoms and 1 or 2 heteroatoms selected from N, O and S; or two vicinal substituents, together with the atoms to which they are attached, form fused-C _3-5 cycloalkyl, fused-C _4-5 cycloalkenyl, fused- heterocycloalkyl having 3-5 total ring atoms and 1 or 2 heteroatoms selected from N, O and S or fused-heterocycloalkenyl having 4 or 5 total ring atoms and 1 or 2 heteroatoms selected from N, O and S; each of R ^1a , R ^1b , and R ² independently is H, D, halo, C _1-4 alkyl, C _1-4 haloalkyl, C _1-2 alkylene- OH, C _0-2 alkylene-C _1-4 alkoxy, C _0-2 alkylene-C _1-4 haloalkoxy, C _0-2 alkylene-CN, C _{0- 2} alkylene-N(R ^N1 ) ₂ , C _1-2 alkylene-heterocycloalkyl having 3-6 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S, or R ^1b and R ² , together with the carbon atoms to which they are attached, form ; each R ³ independently is C _1-3 alkyl, C _1-3 haloalkyl , C _{0- 3} alkyleneCN, C _0-3 alkyleneOH, or C _0-3 al minal R ³ , together with the atom to which they are attached, form oxo, spiro-C _3-7 cycloalkyl, spiro-C _{4- 7} cycloalkenyl, spiro-heterocycloalkyl having 3-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S, or spiro-heterocycloalkenyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; or two vicinal R ³ , together with the atoms to which they are attached, form fused-C3-7cycloalkyl, fused- C _4-7 cycloalkenyl, fused-heterocycloalkyl having 3-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S, or fused-heterocycloalkenyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected fro is deuterated; each R ⁴ independently is C _1-3 alkyl, C _1-3 haloalkyl, C _0-3 alkyleneCN, C _1-3 alkyleneOH, or C _{1- 3} alkylene-C _1-3 alkoxy; or two geminal R ⁴ , together with the atom to which they are attached, form oxo, spiro-C3-7cycloalkyl, or spiro-heterocycloalkyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S; R ⁵ is halo, C _1-3 haloalkyl, C _1-6 alkyl, C _2-4 alkenyl, C _2-4 alkynyl, C _1-3 alkoxy, C _1-3 thioalkyl, C _{3- 7} cycloalkyl, C _5-7 cycloalkenyl, heterocycloalkyl having 3-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or heterocycloalkenyl having 5-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, wherein each of the foregoing independently is unsubstituted or substituted with1-3 substituents, and each substituent independently is C _1-3 haloalkyl, C _0-6 alkylene-OH, C _0-6 alkylene-C _1-3 alkoxy, C _3-7 cycloalkyl, C _5-7 cycloalkenyl, heterocycloalkyl having 3-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, heterocycloalkenyl having 4-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or phenyl; each of R ^A1 and R ^A2 independently is H, C1-3alkyl, C1-3haloalkyl, or C3-5cycloalkyl; and each R ^N1 independently is H or C _1-4 alkyl. , or R ⁶ , OH, 3, H ₃ , , , . he foregoing is substituted with 1 or 2 substituents. In some cases, the heteroaryl of Z is pyrazolyl or pyridyl, and each of the foregoing is substituted with 2 substituents. In some cases, each substituent independently is C _1-6 alkyl, C _0-2 alkylene-C _3-6 cycloalkyl, C _0-2 alkylene-heterocycloalkyl having 3-6 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or a combination of the foregoing, wherein the cycloalkyl and heterocycloalkyl is optionally substituted with 1 or 2 further substituents, and each further substituent independently is D, CH3, OCH3, OCD3, N(CH3 ; or two geminal further substituents, together with the atom to which they are attached, for . , , . Z is as a . In Formula (IIE), or Formula (IIF):

ble [0052] In some cases exhibits the stereochemical configuration: es, exhibits the following stereochemical configuratio . on: ration shown in Formula ‘). [0053] I of Formula (II) is a compound as listed in Table A, or a pharmaceutically acceptable salt thereof: Table A Chemical Structure Name - - 2- Chemical Structure Name - 1- )- - - )- Chemical Structure Name - 2- p- - n- )- - 1- Chemical Structure Name 3- )- - - - - - - )- )- - Chemical Structure Name - - l- 1- - 3- )- l- 1- - - l- 1- - Chemical Structure Name 3- )- - l)- - l)- 2- )- l)- 3- )- - Chemical Structure Name - )- - - 9- )- - 7- )- Chemical Structure Name - - )- - - )- - - Chemical Structure Name 1-(4-(4-(difluoromethyl)-2-(4-(2-(3-methoxy-3- oxetanyl)-4-methyl-3-pyridinyl)-1-piperidinyl)- - - 3- 3- - - - )-

[0054J In some cases. Formula (II) has a structure of Formula (IIB). Contemplated compounds of

Formula (IIB) include, for example, [0055] In some oases. Formula (II) has a structure of Formula (HD). Contemplated compounds of

Contemplated compounds of Formula (IID) wherein Y is CH and Z is substituted pyrazolyl include, pharmaceutically acceptable salts thereof Contemplated compounds of Formula (IID) wherein Y is pharmaceutically acceptable salts thereof. Contemplated compounds of Formula (HD) wherein Y is

compounds of Formula (HD) wherein Y is CH and Z is substituted pyridazinyl inchide, for example: pharmaceutically acceptable salts thereof. Contemplated compounds of Formula (HD) wherein Y is N and pharmaceutically acceptable salts thereof. [0056] In some cases. Formula (II) has a structure of Formula (HE). Contemplated compounds of

Formula (HE) include, for example. pharmaceutically acceptable salts thereof.

[0057] In some cases, the compound of Formula (II) is a compound listed in Table B. or a pharmaceutically acceptable salt thereof.

Table B

[0058J In some cases, the compound of Formula pharmaceutically acceptable salt thereof. In some cases, the compound of Formula (II) is , pharmaceutically acceptable salt thereof. In some cases, acceptable salt thereof. In some cases, the compound of Formula (II) is acceptable salt thereof. In some cases, the compound of Formula (II) is pharmaceutically acceptable salt thereof. In some cases, the compound of Formula acceptable salt thereof. In some cases, the compound of Formula (II) is acceptable salt thereof. In some cases, the compound of Formula (II) is pharmaceutically acceptable salt thereof. In some cases. acceptable salt thereof. In some cases, the compound of Formula (II) is pharmaceutically acceptable salt thereof. In some cases, the compound of Formula (II) is acceptable salt thereof.

[0059| In some cases, the compound of Formula (II) is a compound listed in Table A’, below. If the stereochemistry of a structure or a portion of a structure in Table A" is not explicitly shown (e.g.. such as with dashed or bold lines), then the structure or portion of structure is either achiral or interpreted as being any of the possible stereoisomers of the structure or portion of the structure. In cases in which the stereochemistry of the structure or portion of the structure in Table A’ is explicitly shown, a single stereoisomer of the structure or portion of a structure is represented.

Table A'

[0060] In seme cases, the compound of Formula (II) is compound I -001 through compound 1 - 109, or a pharmaceutically acceptable salt thereof, as shown iu Table A'.

[0061] In some cases, X is and contemplated compounds of Formula (II) include, for example, compounds 1-089 and 1-105, and pharmaceutically acceptable salts thereof. and contemplated compounds of Formula (11) include. for example, compounds 1-001 to 1-034, 1-036 to 1-070, 1-072 to 1-088, 1-090 to 1-104, and 1-106 to 1-109, and pharmaceutically acceptable salts thereof.

[0063] In some cases, Y is CH and Z is substituted pyrazolyl, and contemplated compounds of Formula (II) include, for example, compounds 1-002, 1-003, 1-006 to 1-010, 1-013 to 1-016, 1-018 to 1-021, 1-024 to 1-026, 1-028 to 1-030, 1-032 to 1-034, 1-037 to 1-041, 1-044 to 1-047, 1-049 to 1- 052, 1-055, 1-056, 1-058 to 1-060, 1-065, 1-072, 1-088, 1-091, 1-092, 1-094, 1-095, 1-097 to 1-104, and 1 -106 to 1-109, and pharmaceutically acceptable salts thereof.

[0064] In some cases, Y is CH and Z is substituted thiazolyl, and contemplated compounds of Formula (II) include, for example, compound 1-066, and pharmaceutically acceptable salts thereof

[IM)65[ In some cases, Y is CH and Z is substituted pyridyl, and contemplated compounds of Formula (II) include, for example, 1 -001 , 1-004, 1-005, I -01 1, 1-012. 1-017, 1-027, 1 -031. 1-036, 1- 042. 1 -043, 1-048, 1 -053, 1-054, 1-057, 1-061 to 1-064, 1 -067 to 1-070. 1-073 to 1-082, 1-084. 1-086, 1-090, and pharmaceutically acceptable salts thereof.

[0066] In some cases, Y is CH and Z is substituted pyridaziny! and contemplated compounds of Formula (II) include, for example, compounds 1-022, 1-023. 1-083. 1-085, and 1-087. and pharmaceutically acceptable salts thereof.

[0067] In some cases, Y is N, and contemplated compounds of Formula (II) include, for example, compounds 1 -093 and 1-096. and pharmaceutically acceptable salts thereof

■v

[0068] In some cases, X is and contemplated compounds of Fonnula (II) include, for example, compound 1-035, and pharmaceutically acceptable salts thereof.

[0069] In some cases, the compound of Formula (II) is a compound listed in 'fable B', below. If the stereochemistry of a structure or a portion of a structure in Table B’ is not explicitly shown (e.g., such as with dashed or bold lines), then the structure or portion of structure is either achiral or interpreted as being any of the possible stereoisomers of the structure or portion of the structure. In cases in which the stereochem istry of the structure or portion of the structure in Table B’ is explicitly shown, a single stereoisomer of the structure or portion of a structure is represented.

Table B’

[0070] In some cases, the compound of Formula (II) is compound 1-001, or a pharmaceutically acceptable salt thereof. In som e cases, the compound of Formula (II) is compound 1-002, or a pharmaceutically acceptable salt thereof. In some cases, the compound of Formula (II) is compound 1-003, or a pharmaceutically acceptable salt thereof. In some cases, the compound of Formula (II) is compound I -009, or a pharmaceutically acceptable salt thereof In some cases, the compound of Formula (II) is compound 1-017, or a pharmaceutically acceptable salt thereof. In some cases, the compound of Formula (11) is compound 1-018, or a pharmaceutically acceptable salt thereof. In some cases, the compound of Formula (11) is compound 1 -019. or a pharmaceutically acceptable salt thereof. In some cases, the compound of Formula (II) is compound 1-020, or a pharmaceutically acceptable salt thereof. In some cases, the compound of Formula (II) is compound 1-021 . or a pharmaceutically acceptable salt thereof. In some cases, the compound of Formula (II) is compound I -067. or a pharmaceutically acceptable salt thereof In some cases, the compound of Formula (II) is compound 1-075, or a pharmaceutically acceptable salt thereof. In some cases, the compound of Formula (II) is compound 1-076, or a pharmaceutically acceptable salt thereof. In some cases, the compound of Formula (II) is compound 1 -077, or a pharmaceutically acceptable salt thereof. In some cases, the compound of Formula (II) is compound 1-107. or a pharmaceutically acceptable salt

thereof. In some cases, the compound of Formula (II) is compound 1-108, or a pharmaceutically acceptable salt thereof. COMPOUNDS OF FORMULA (I) [0071] In other embodiments, provided herein are compounds of Formula (I): a pharmaceutically acceptable salt thereof, wherein m is 0, 1, 2, 3, or 4; n is 1 or 2; o is 0, 1, 2, 3, or 4; A is N, CH, C-halo, C-CN, C-C _1-3 alkyl, C-C _1-3 haloalkyl, C-C _0-3 alkyleneOH, or C-C _{0- 3} alkylene-C _1-4 alkoxy; W is CH, C-halo, C-CN, C-C _1-3 alkyl, C-C _1-3 haloalkyl, C-C _0-3 alkyleneOH, or C-C _0-3 alkylene- C _1-4 alkoxy; ; C _{0- 3} alkylene-C _1-4 alkoxy; Z is phenyl, heteroaryl comprising 5 or 6 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or a bicyclic ring comprising a heteroaryl ring having 5 or 6 total ring atoms and 1-3 heteroatoms selected from N, O, and S fused to cycloalkyl ring having 5 or 6 total ring atoms or a heterocycloalkyl ring having 5 or 6 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; wherein each of the phenyl, heteroaryl, and bicyclic rings is optionally substituted with 1-4 substituents; each of R ^1a , R ^1b , and R ² independently is H, D, halo, C _1-4 alkyl, C _1-4 haloalkyl, C _1-2 alkylene- OH, C0-2alkylene-C1-4alkoxy, C0-2alkylene-C1-4haloalkoxy, C0-2alkylene-CN, C0- 153

₂ alkylene-N(R ^N1 ) ₂ , C _1-2 alkylene-heterocycloalkyl having 3-6 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S, or R ^1b and R ² , together with the carbon atoms to which they are attached, from a group; each R ³ independently is C _1-3 alkyl, C _1-3 haloalkyl, C _0-3 alkyleneCN, C _0-3 alkyleneOH, C _{0- 3} alkylene-C _1-3 alkoxy, oxo, spiro-cycloalkyl having 3-7 total ring atoms, spiro- heterocycloalkyl having 3-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S, or two adjacent R ³ , together with the atoms to which they are attached, form a fused cycloalkyl ring having 3-7 total ring atoms; one R ⁴ and R ^5a , together with the atoms to which they are attached, form an optionally substituted ring having 6-10 total ring atoms and 0, 1, or 2 heteroatoms selected from N, O, and S, wherein the ring is saturated or unsaturated; when n is 2, the other R ⁴ is C _1-3 alkyl, C _1-3 haloalkyl, C _0-3 alkyleneCN, C _1-3 alkyleneOH, C _{1- 3} alkylene-C _1-3 alkoxy, oxo, spiro-cycloalkyl having 3-7 total ring atoms, or spiro- heterocycloalkyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S; R ^5b is C _1-3 haloalkyl, C _1-4 alkyl, C _2-3 alkenyl, C _2-3 alkynyl, halo, C _1-3 alkoxy, C _1-3 thioalkoxy, cycloalkyl having 3-7 total ring atoms, cycloalkenyl having 5-7 total ring atoms, heterocycloalkyl having 3-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or heterocycloalkenyl having 5-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, wherein each of foregoing is independently optionally substituted with 1-3 substituents, or R ^5a and R ^5b , together with the atoms to which they are attached, form a cycloalkyl ring having 3-7 total ring atoms; each R ⁶ independently is halo, CN, oxo, C1-3alkyl, C1-3haloalkyl, C0-3alkyleneOH, C0- 3alkylene-C _1-3 alkoxy, deuterated C _0-3 alkylene-C _1-3 alkoxy, C _1-4 alkylene-N(R ^N1 ) ₂ , spiro- cycloalkyl having 3-7 total ring atoms, spiro-heterocycloalkyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S; or two adjacent R ⁶ , together with the atoms to which they are attached, form a fused cycloalkyl ring having 3-7 total ring atoms; or Y and an adjacent R ⁶ , together with the atoms to which they are attached, form a fused cycloalkyl ring having 3-7 total ring atoms; wherein the fused cycloalkyl ring of any of the foregoing is optionally substituted with 1 or 2 substituents; or two non-adjacent R ⁶ join together to form a C _1-3 alkylene bridge or a C _1-3 ether bridge; and each R ^N1 independently is H or C _1-4 alkyl. [0072] In some cases, R ^1a is H or D. In some cases, R ^1a is H. In some cases, R ^1a is D. In some cases, R ^1b is H or D. In some cases, R ^1b is H. In some cases, R ^1b is D. In some cases, R ² is H or D. In 154 some cases, R ² is H. In some cases, R ² is D. In some cases, at least one of R ^1a , R ^1b , and R ² is H or D. In some cases, at least one of R ^1a , R ^1b , and R ² is H. In some cases, at least one of R ^1a , R ^1b , and R ² is D. In some cases, at least two of R ^1a , R ^1b , and R ² are H or D. In some cases, at least two of R ^1a , R ^1b , and R ² are H. In some cases, at least two of R ^1a , R ^1b , and R ² are D. In some cases, each of R ^1a , R ^1b , and R ² independently is H or D. In some cases, each of R ^1a , R ^1b , and R ² independently is H. In some cases, each of R ^1a , R ^1b , and R ² independently is D. In some cases, at least one of R ^1a , R ^1b , and R ² is halo (e.g., Br, Cl, or F). In some cases, one of R ^1a , R ^1b , and R ² is halo. In some cases, R ^1a is halo and each of R ^1b and R ² is H. In some cases, at least one of R ^1a , R ^1b , and R ² is Br, Cl, or F. In some cases, one of R ^1a , R ^1b , and R ² is Br, Cl, or F. In some cases, R ^1a is Br, Cl, or F and each of R ^1b and R ² is H. In some cases, at least one of R ^1a , R ^1b , and R ² is Br or Cl. In some cases, one of R ^1a , R ^1b , and R ² is Br or Cl. In some cases, R ^1a is Br or Cl and each of R ^1b and R ² is H. In some cases, at least one of R ^1a , R ^1b , and R ² is C _1-4 alkyl or C _1-4 haloalkyl. In some cases, one of R ^1a , R ^1b , and R ² is C _1-4 alkyl or C _1-4 haloalkyl. In some cases, at least one of R ^1a , R ^1b , and R ² is CH ₃ , CH ₂ CH ₃ , CH ₂ CH ₂ CH ₃ , CH(CH ₃ ) ₂ , CH ₂ CH ₂ CH ₂ CH ₃ , CH ₂ F, CHF ₂ , or CF ₃ . In some cases, one of R ^1a , R ^1b , and R ² is CH ₃ , CH ₂ CH ₃ , CH ₂ CH ₂ CH ₃ , CH(CH ₃ ) ₂ , CH ₂ CH ₂ CH ₂ CH ₃ , CH ₂ F, CHF ₂ , or CF ₃ . In some cases, at least one of R ^1a , R ^1b , and R ² is CH ₃ or CF ₃ . In some cases, one of R ^1a , R ^1b , and R ² is CH ₃ or CF ₃ . In some cases, at least one of R ^1a , R ^1b , and R ² is C _1-2 alkylene-OH, C _0-2 alkylene-C _1-4 alkoxy, C _0-2 alkylene-C _1-4 haloalkoxy, C _0- 2alkylene-CN, or C0-2alkylene-N(R ^N1 )2, and each R ^N1 independently is H or C1-4alkyl. In some cases, each R ^N1 independently is H or CH ₃ . In some cases, each R ^N1 independently is H. In some cases, at least one of R ^1a , R ^1b , and R ² is CH ₂ OH, OCH ₃ , CH ₂ OCH ₃ , OCF ₃ , CH ₂ OCF ₃ , CN, CH ₂ CN, NH ₂ , N(CH ₃ ) ₂ , CH ₂ NH ₂ , or CH ₂ N(CH ₃ ) ₂ . In some cases, one of R ^1a , R ^1b , and R ² is CH ₂ OH, OCH ₃ , CH ₂ OCH ₃ , OCF ₃ , CH ₂ OCF ₃ , CN, CH ₂ CN, NH ₂ , N(CH ₃ ) ₂ , CH ₂ NH ₂ , or CH ₂ N(CH ₃ ) ₂ . In some cases, at least one of R ^1a , R ^1b , and R ² is C _1-2 alkylene-heterocycloalkyl wherein the heterocycloalkyl group contains 3-6 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S. In some cases, the heterocycloalkyl is aziridinyl, oxiranyl, azetidinyl, oxetanyl, pyrrolidinyl, tetrahydrofuranyl, imidazolidinyl, pyrazolidinyl, oxathiolidinyl, isoxthiodinyl, oxazolidinyl, isoxazolidinyl, thiazolidinyl, isothiazolidinyl, piperidinyl, diazinyl, or morpholinyl. In some cases, the heterocycloalkyl is aziridinyl, azetidinyl, pyrrolidinyl, piperidinyl, or morpholinyl. In some cases, at least one of R ^1a , R ^1b , and R ² is aziridin-1-yl-methyl, azetidin-1-yl-methyl, pyrrolidine-1-yl-methyl, piperidin-1-yl-methyl, or morpholin-1-yl-methyl. In some cases, one of R ^1a , R ^1b , and R ² is aziridin-1-yl-methyl, azetidin-1- yl-methyl, pyrrolidine-1-yl-methyl, piperidin-1-yl-methyl, or morpholin-1-yl-methyl. In some cases, R ^1b and R ² together with the carbon atoms to which they are attached from . In some cases, R ^1a is H. In some cases, R ^1b and R ² together with the carbon atoms to which they are attached ,

[0073] hi some cases, some oases, m is 1. hi some cases, m is 2. In some cases, m is 3. In some cases, m is 4. In some cases, at least one R ³ is Ci-jalkyl or Ci- shaloalkyl, hi some cases, at least one R ³ is CHs, CH2CH3, CH2CH2CH3, CH(CHa)2, CFs, CHF2, or CH2F. In some cases, at least one R ³ is CH3, CH2CH3, CF3. CHF?, or CH2F. In some cases, m is 1 or 2 and each R ³ is CH3. In some cases, m is 1 and R ³ is CF3, CHF?, or CH?F. In some cases, at least one R ^J is CooalkyleneCN . In some cases, at least one R ³ is CN or CH2CN. In some cases, m is 1 and R ⁵ is CN or CH2CN. In some cases, at least one R ³ is CooalkyleneOH or Co-ialkylene-Ci-calkoxy. In some cases, at least one R ³ is OH, CH?OH. CH>CH?OH, OCH?, CH2OCH3, or CH2CH2OCH3. hi some cases, m is 1 and R ³ is OH, CH ₂ OH, CH?CH?OH, OCH?, CH2OCH3, or CH2CH2OCH3. In some cases, at least one R ³ is oxo. In some cases, at least one R ³ is spiro-cycloalkyl having 3-7 total ring atoms or spiro-heterocycloaikyl having 3-7 total ring atoms and 1 or 2 beteroatoms selected from N. O and S. In some cases, at least one R ³ is spiro-cyciopropyl. spiro-cyclobutyi, spiro-cyclopentyl. spiro- azetidinyl. spiro-oxetanyl, spiro-pyrrolidinyl, spiro-imidazolidinyl, spiro-pyrazolidinyl, or spirotetrahydrofuranyl. In some cases, at least one R ³ is spiro-cyciopropyl, spiro-cyclobutyl, spiro- oxetanyl, or spiro-tetrahydrofiiranyl, hi some cases, m is 1 and R ³ is spiro-cyciopropyl or spiro- oxetanyl. In some cases, two adjacent R ³ , together with the atoms to which they are attached, form a fused cycloalkyl ring having 3-7 total ring atoms. In some cases, two adjacent R ³ , together with the atoms to which they are attached, form a fused-cyclopropyl ring, a fused-cyclobutyl ring, a fused- cyclopentyl ring, or a fused-cyclohexyl ring. In some cases, two adjacent R ³ , together with the atoms to which they are attached, form a fused-cyclopropyl ring or a fused-cyclobutyl ring. In some cases, each R ³ independently is CH3, CH2CH3. CF3, CHF?, CH ₂ F, CN, CH ₂ CN, OH, CH ₂ OH, CH2CH2OH, OCH3, CH2OCH3, CH2CH2OCH3, oxo, spiro-cyciopropyl, spiro-cyclobutyl, spiro-oxetanyl, or spirotetrahydrofuranyl. In some cases, m is 1 and R ³ is CHj, CFj, CHF?, CH?F, CN, CH?CN, CH?OH, CH ₂ OCH ₃ , or spiro-oxetanyl. In some case , , is kyl, C-C _0-3 alkyleneOH, or C-C _0-3 alkylene-C _1-4 alkoxy. In some cases, A is CH. In some cases, A is C-halo or C-CN. In some cases, A is C-F or C-Cl. In some cases, A is C-F. In some cases, A is C-CN. In some cases, A is C-C1-3alkyl or C-C1-3haloalkyl. In some cases, A is C-CH3, C-CH2CH3, C- CH ₂ CH ₂ CH ₃ , C-CH(CH ₃ ) ₂ , C-CF ₃ , C-CHF ₂ , or C-CH ₂ F. In some cases, A is C-CH ₃ , C-CH ₂ F, C- CHF ₂ , or C-CF ₃ . In some cases, A is C-C _0-3 alkyleneOH or C-C _0-3 alkylene-C _1-4 alkoxy. In some cases, A is C-OH, C-CH ₂ OH, C-CH ₂ CH ₂ OH, C-OCH ₃ , C-CH ₂ OCH ₃ , or C-CH ₂ CH ₂ OCH ₃ . In some cases, A is C-OH, C-CH ₂ OH, C-OCH ₃ , or C-CH ₂ OCH ₃ . In some cases, A is N, CH, C-F, C-Cl, C-CN, C-CH ₃ , C-CH ₂ CH ₃ , C-CH ₂ CH ₂ CH ₃ , C-CH(CH ₃ ) ₂ , C-CF ₃ , C-CHF ₂ , C-CH ₂ F, C-OH, C-CH ₂ OH, C- CH ₂ CH ₂ OH, C-OCH ₃ , C-CH ₂ OCH ₃ , or C-CH ₂ CH ₂ OCH ₃ . In some cases, A is N, CH, C-F, C-Cl, C- CN, C-CH3, C-CF3, C-CHF2, C-CH2F, C-OH, C-CH2OH, C-OCH3, or C-CH2OCH3. [0075] One R ⁴ and R ^5a , together with the atoms to which they are attached, form an optionally substituted ring having 6-10 total ring atoms and 0, 1, or 2 heteroatoms selected from N, O, and S. In some cases, the optionally substituted ring is saturated. In some cases, the optionally substituted ring is unsaturated. In some cases, the optionally substituted ring has 6 total ring atoms. In some cases, the optionally substituted ring has 7 total ring atoms. In some cases, the optionally substituted ring has 8 total ring atoms. In some cases, the optionally substituted ring has 9 or 10 total ring atoms. In some cases, the optionally substituted ring has 0 heteroatoms. In some cases, the optionally substituted ring has 1 or 2 heteroatoms selected from N, O, and S. In some cases, the optionally substituted ring has 1 or 2 oxygen atoms. In some cases, the optionally substituted ring is an ether. In some cases, the optionally substituted ring is a polyether. In some cases, the optionally substituted ring has 1 or 2 nitrogen atoms. In some cases, the ring is a cyclic amide (e.g., lactam) or a cyclic amine. In some cases, the ring is unsubstituted. In some cases, the ring is substituted with 1 or 2 substituents selected from the group consisting of C1-3alkyl, C1-3haloalkyl, oxo, halo, CN, C0-3alkyleneOH, C0-3alkylene-C1- ₃ alkoxy, cycloalkyl having 3-7 total ring atoms, cycloalkenyl having 5-7 total ring atoms, heterocycloalkyl having 4-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, heterocycloalkenyl having 5-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, and phenyl. In some cases, n is 1. In some cases, n is 2. In some cases, the other R ⁴ is C _1-3 alkyl or C _{1- 3} haloalkyl. In some cases, the other R ⁴ is CH ₃ , CH ₂ CH ₃ , CH ₂ CH ₂ CH ₃ , CH(CH ₃ ) ₂ , CF ₃ , CHF ₂ , or CH ₂ F. In some cases, the other R ⁴ is CH ₃ . In some cases, the other R ⁴ is C _0-3 alkyleneCN. In some cases, the other R ⁴ is CN or CH2CN. In some cases, the other R ⁴ is C1-3alkyleneOH or C1-3alkylene-C1- ₃ alkoxy. In some cases, the other R ⁴ is CH ₂ OH, CH ₂ CH ₂ OH, OCH ₃ , CH ₂ OCH ₃ , or CH ₂ CH ₂ OCH ₃ . In some cases, the other R ⁴ is oxo. In some cases, the other R ⁴ is spiro-cycloalkyl having 3-7 total ring atoms. In some cases, the other R ⁴ is spiro-cyclopropyl, spiro-cyclobutyl, or spiro-cyclopentyl. In some cases, the other R ⁴ is spiro-cyclopropyl or spiro-cyclobutyl. In some cases, the other R ⁴ is spiro- heterocycloalkyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S. In some cases, the other R ⁴ is spiro-oxetanyl or spiro-tetrahydrofuranyl. In some cases, the other R ⁴ is spiro-oxetanyl. In some cases, the other R ⁴ is CH3, CH2CH3, CH2CH2CH3, CH(CH3)2, CF3, CHF2, CH ₂ F, CN, CH ₂ CN, CH ₂ OH, CH ₂ CH ₂ OH, OCH ₃ , CH ₂ OCH ₃ , CH ₂ CH ₂ OCH ₃ , oxo, spiro-cyclopropyl, spiro-cyclobutyl, or spiro-cyclopentyl. In some cases, the other R ⁴ is CH ₃ , CH ₂ CH ₃ , CH ₂ CH ₂ CH ₃ , CH ₂ F, CN, CH ₂ CN, CH ₂ OH, CH ₂ CH ₂ OH, CH ₂ OCH ₃ , spiro-cyclopropyl, or spiro-oxetanyl. In some . In e e cases, W is C-CH ₃ or C-CH ₂ CH ₃ . In some cases, W is C-C _0-3 alkyleneOH or C-C _0-3 alkylene-C _{1- 4} alkoxy. In some cases, W is C-OH, C-CH ₂ OH, C-CH ₂ CH ₂ OH, C-OCH ₃ , C-CH ₂ OCH ₃ , or C- CH ₂ CH ₂ OCH ₃ . In some cases, W is C-OH, C-CH ₂ OH, C-OCH ₃ , or C-CH ₂ OCH ₃ . In some cases, W is CH, C-F, C-Cl, C-CN, C-CH3, C-CH2CH3, C-CH2CH2CH3, C-CH(CH3)2, C-CF3, C-CHF2, C-CH2F, C-OH, C-CH ₂ OH, C-CH ₂ CH ₂ OH, C-OCH ₃ , C-CH ₂ OCH ₃ , or C-CH ₂ CH ₂ OCH ₃ . In some cases, W is CH, C-F, C-Cl, C-CN, C-CH ₃ , C-CH ₂ CH ₃ , C-OH, C-CH ₂ OH, C-OCH ₃ , or C-CH ₂ OCH ₃ . In some cases, R ^5b is C _1-3 haloalkyl. In some cases, R ^5b is CF ₃ , CF ₂ H, CFH ₂ , or CF ₂ CH ₃ . In some cases, R ^5b is CF ₃ , CF ₂ H, or CFH ₂ . In some cases, R ^5b is CF ₃ . In some cases, R ^5b is CF ₂ H. In some cases, R ^5b is CHF ₂ . In some cases, R ^5b is halo. In some cases, R ^5b is Br, Cl, or F. In some cases, R ^5b is C _1-3 alkoxy or C _1-3 thioalkoxy. In some cases, R ^5b is OCH ₃ , OCH ₂ CH ₃ , SCH ₃ , or SCH ₂ CH ₃ . In some cases, R ^5b is C _1- 4alkyl, C2-3alkenyl, or C2-3alkynyl, wherein each of the alkyl, alkenyl, and alkynyl is optionally substituted with 1, 2, or 3 substituents independently selected from C _1-3 alkyl, C _1-3 haloalkyl, C _{0- 6} alkylene(OH), C _0-6 alkylene-C _1-3 alkoxy, cycloalkyl having 3-7 total ring atoms, cycloalkenyl having 5-7 total ring atoms, heterocycloalkyl having 3-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, heterocycloalkenyl having 3-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, and phenyl. In some cases, the C _1-4 alkyl, C _2-3 alkenyl, and C _2-3 alkynyl are unsubstituted. In some cases, the C _1-4 alkyl, C _2-3 alkenyl, and C _2-3 alkynyl are substituted with 1, 2, or 3 substituents. In some cases, each of the 1, 2, or 3 substituents independently is selected from CH3, CF3, CF2H, CFH2, OH, OCH ₃ , OCF ₃ , CH ₂ OH, CH ₂ OCH ₃ , cyclopropyl, cyclobutyl, and phenyl. In some cases, R ^5b is cycloalkyl having 3-7 total ring atoms, cycloalkenyl having 5-7 total ring atoms, heterocycloalkyl having 3-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or heterocycloalkenyl having 5-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, wherein each of the foregoing is optionally substituted with 1, 2, or 3 substituents independently selected from halo, C _{1- 3} alkyl, C _1-3 haloalkyl, C _0-6 alkylene(OH), or C _0-6 alkylene-C _1-3 alkoxy. In some cases, R ⁵ is cyclopropyl, cyclobutyl, cyclopentenyl, oxetanyl, or tetrahydrofuranyl. In some cases, R ^5b is CH3, CH2CH3, , or [0077] In some cases, X i . In some case In some cases, X is me cases, Y is N. In some cases, Y is C-H. In some cases, Y is C-halo, C-CN, C-C _1-3 alkyl, C-C _{1- 3} haloalkyl, C-C _0-3 alkyleneOH, or C-C _0-3 alkylene-C _1-4 alkoxy. In some cases, Y is C-F, C-Cl, or C-CN. In some cases, Y is C-C _1-3 alkyl, C-C _1-3 haloalkyl. In some cases, Y is C-CH ₃ , C-CH ₂ CH ₃ , C-CH ₂ F, C- CHF2, or C-CF3. In some cases, Y is C-C0-3alkyleneOH or C-C0-3alkylene-C1-4alkoxy. In some cases, Y is C-OH, C-CH ₂ OH, C-OCH ₃ , or C-CH ₂ OCH ₃ . In some cases, o is 0. In some cases, o is 1. In some cases, o is 2. In some cases, o is 3. In some cases, o is 4. In some cases, at least one R ⁶ is halo or CN. In some cases, at least one R ⁶ is Br, Cl, F, or CN. In some cases, at least one R ⁶ is oxo. In some cases, o is 1 or 2 and each R ⁶ independently is F. In some cases, at least one R ⁶ is C _1-3 alkyl or C _1-3 haloalkyl. In some cases, at least one R ⁶ is CH ₃ , CH ₂ F, CHF ₂ , or CF ₃ . In some cases, o is 1 or 2 and each R ⁶ independently is CH ₃ . In some cases, at least one R ⁶ is C _0-3 alkyleneOH, C _0-3 alkylene-C _1-3 alkoxy, deuterated C0-3alkylene-C1-3alkoxy, or C1-4alkylene-N(R ^N1 )2, and each R ^N1 independently is H or CH3. In some cases, each R ^N1 independently is H. In some cases, at least one R ⁶ is OH, CH ₂ OH, CH ₂ CH ₂ OH, OCH ₃ , OCD ₃ , or CH ₂ OCH ₃ , or CH ₂ CH ₂ OCH ₃ . In some cases, o is 1 and R ⁶ is OH, CH ₂ OH, OCH ₃ , or CH ₂ OCH ₃ . In some cases, at least one R ⁶ is spiro-cycloalkyl having 3-7 total ring atoms or spiro-heterocycloalkyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S. In some cases, at least one R ⁶ is spiro-cyclopropyl, spiro-cyclobutyl, spiro-oxetanyl, or spiro-tetrahydrofuranyl. In some cases, o is 1 and R ⁶ is spiro-cyclopropyl. In some cases, two adjacent R ⁶ , together with the atoms to which they are attached, form a fused cycloalkyl ring having 3-7 total ring atoms. In some cases, Y and an adjacent R ⁶ , together with the atoms to which they are attached, form a fused cycloalkyl ring having 3-7 total ring atoms, wherein the fused cycloalkyl ring of any of the foregoing is optionally substituted with 1 or 2 substituents selected from halo, OH, C _1-3 alkoxy, or CN. In some cases, the fused cycloalkyl ring of any of the foregoing is fused-cyclopropyl, fused- cyclobutyl, or fused-cyclopentyl. In some cases, two non-adjacent R ⁶ join together to form a C _{1- 2} alkylene bridge or a C _1-3 ether bridge. In some cases, two non-adjacent R ⁶ join together to form a C1alkylene bridge. In some cases, two non-adjacent R ⁶ join together to form a C2alkylene bridge. In some cases, two non-adjacent R ⁶ join together to form a C ₃ alkylene bridge. In some cases, two non- adjacent R ⁶ join to ether to form a C ether brid e (e ) In some cases X is , , , , , , , , , , , , , , , halo, C _0-3 alkyleneCN, C _0-3 alkyleneOH, C _0-3 alkylene-C _1-4 alkoxy, C _0-3 alkylene-C _1-4 thioalkoxy, and . In some cases, each R ^N1 independently is H or CH ₃ . In some cases, each R ^N1 y is H. In some cases, the 1-4 substituents are selected from F, Cl, CN, OCH ₃ , SCH ₃ , , s [ 7 ] n some cases, s eteroary compr s ng 5 or tota r ng atoms an - eteroatoms selected from N, O, and S. In some cases, the heteroaryl comprises 5 total ring atoms. In some cases, the heteroaryl comprises 6 total ring atoms. In some cases, the heteroaryl is optionally substituted with 1-4 substituents. In some cases, the heteroaryl is pyrrolyl, furanyl, thiophenyl, pyrazolyl, imidazolyl, thiazolyl, isothiazolyl, oxazolyl, isoxazolyl, triazolyl, thiadiazolyl, oxadiazolyl, pyridyl, pyridazinyl, pyrimidinyl, pyrazinyl, or triazinyl. In some cases, the heteroaryl is pyrrolyl, furanyl, thiophenyl, pyrazolyl, imidazolyl, thiazolyl, isothiazolyl, oxazolyl, isoxazolyl, triazolyl, thiadiazolyl, oxadiazolyl, or triazolyl. In some cases, the heteroaryl is pyrazolyl, imidazolyl, thiazolyl, isothiazolyl, oxazolyl, isoxazolyl, or triazolyl. In some cases, the heteroaryl is pyrazolyl, imidazolyl, thiazolyl, or isothiazolyl. In some cases, the heteroaryl is pyrazolyl. In some cases, the heteroaryl is imidazolyl. In some cases, the heteroaryl is thiazolyl. In some cases, the heteroaryl is isothiazolyl. In some cases, the heteroaryl is pyridyl, pyridazinyl, pyrimidinyl, or pyrazinyl. In some cases, the heteroaryl pyridyl. [0080] In some cases, the heteroaryl is unsubstituted. In some cases, the heteroaryl is substituted with 1-4 substituents. In some cases, the heteroaryl is substituted with 1 or 2 substituents. In some cases, the heteroaryl is substituted with 3 or 4 substituents. In some cases, the heteroaryl is substituted with 1 substituent. In some cases, the heteroaryl is substituted with 2 substituents. In some cases, the heteroaryl is substituted with 3 substituents. In some cases, the heteroaryl is substituted with 4 substituents. In some cases, each of the 1-4 substituents independently is selected from the group consisting of halo (e.g, Br, Cl, or F), CN, C1-6alkyl, C1-6haloalkyl, C2-6alkenyl, C0-6alkylene-OH, C0- ₆ alkylene-C _1-3 alkoxy, C _0-6 alkylene-N(R ^N1 ) ₂ wherein each R ^N1 independently is H or C _1-3 alkyl, C _{0- 2} alkylene-cycloalkyl having 3-6 total ring atoms, C _0-2 alkylene-heterocycloalkyl having 5 or 6 total ring atoms and 1-3 heteroatoms selected from N, O, and S, and C _0-2 alkylene-phenyl. In some cases, the heteroaryl is substituted with C _0-2 alkylene-heterocycloalkyl having 3-6 total ring atoms and 1-3 heteroatoms selected from N, O, and S. Optionally, the alkyl, alkenyl, C _0-6 alkylene-C _1-3 alkoxy, cycloalkyl, heterocycloalkyl, and phenyl substituents are each independently substituted with 1-3 substituents selected from deuterium, halo (e.g., Br, Cl, or F), OH, CH3, OCH3, and OCD3. In some cases, the C _1-6 alkyl is unsubstituted. In some cases, the C _1-6 alkyl is CH ₃ , CH ₂ CH ₃ , CH ₂ CH ₂ CH ₃ , or CH(CH ₃ ) ₂ . In some cases, the C _1-6 alkyl is substituted with 1-3 substituents selected from deuterium, halo, OH, OCH ₃ , and OCD ₃ . In some cases, the substituted C _1-6 alkyl is CD ₃ , CH(CH ₃ )CH ₂ OH, C(CH ₃ ) ₂ OH, C(CH ₃ ) ₂ CH ₂ OH, CH ₂ C(CH ₃ ) ₂ OH, CH(CH ₃ )CH ₂ OCH ₃ , C(CH ₃ ) ₂ CH ₂ OCH ₃ , CH ₂ CH(CH ₃ )OCH ₃ , CH ₂ C(CH ₃ ) ₂ OCH ₃ , CH(CH ₃ )CH ₂ OCD ₃ , C(CH ₃ ) ₂ CH ₂ OCD ₃ , CH ₂ CH(CH ₃ )OCD ₃ , or CH2C(CH3)2OCD3. In some cases, the C16haloalkyl is CF3 CHF2 CH2F CH2CHF2 CH2CH2F CH(CH ₂ F) ₂ , CH(CH ₃ )CH ₂ F, or CH(CH some cases, the C _2-6 alkyl is CH=CH ₂ , CH ₂ CH=CH ₂ , or CH=CHCH ₃ . In some cases, the C _2-6 alkyl is substituted with 1-3 substituents selected from deuterium, halo, OH, OCH ₃ , and OCD ₃ . In some cases, the C _2-6 haloalkenyl is C(=CH ₂ )CH ₂ F. In some cases, the C _0-6 alkylene-OH is OH, CH ₂ OH, or CH ₂ CH ₂ OH. In some cases, the optionally substituted C _0-6 alkylene-C _1-3 alkoxy is OCH ₃ , OCD ₃ , CH ₂ OCH ₃ , CH ₂ OCD ₃ , CH ₂ CH ₂ OCH ₃ , CH ₂ CH ₂ OCD ₃ , CHFCH ₂ OCH ₃ , CF ₂ CH ₂ OCH ₃ , or CH2CH2CH2OCH3, or CH2CH2CH2OCD3. In some cases, C0-6alkylene-N(R ^N1 )2 is NH2, CH2NH2, CH ₂ NHCH ₃ , CH ₂ N(CH ₃ ) ₂ , CH ₂ CH ₂ NH ₂ , CH ₂ CH ₂ NHCH ₃ , or CH ₂ CH ₂ N(CH ₃ ) ₂ . In some cases, the cycloalkyl of the optionally substituted C _0-2 alkylene-cycloalkyl is cyclopropyl, cyclobutyl, cyclopentyl, or cyclohexyl. In some cases, the C _0-2 alkylene-cycloalkyl is unsubstituted. In some cases, the C _0-2 alkylene-cycloalkyl is substituted with 1-3 substituents each independently selected from halo (e.g., Br, Cl, or F), OH, CH ₃ , OCH ₃ , and OCD ₃ . In some cases, the optionally substituted C _0- , , or . In some cases, the heterocycloalkyl of the optionally l is azetidinyl, oxetanyl, pyrrolidinyl, pyrazolidinyl, tetrahydrofuranyl, tetrahydropyranyl, or piperidinyl. In some cases, the C _0-2 alkylene-heterocycloalkyl is unsubstituted. In some cases, the C _0-2 alkylene-heterocycloalkyl is substituted with 1-3 substituents each independently selected from halo (e.g., Br, Cl, or F), OH, CH ₃ , OCH ₃ , and OCD _3. In some cases, , [0081] In some cases, Z is heteroaryl comprising 5 or 6 total ring atoms and 1-3 heteroatoms selected from N, O, and S, and each of the 1-4 substituents of the heteroaryl is independently selected from the group consisting of Cl, F, CN, CH ₃ , CD ₃ , CH ₂ CH ₃ , CH(CH ₃ ) ₂ , CF ₃ , CHF ₂ , CH ₂ F, CH ₂ CHF ₂ , CH ₂ CH ₂ F, CH(CH ₂ F) ₂ , CH(CH ₃ )CH ₂ F, CH(CH ₃ )CHF ₂ , C(=CH ₂ )CH ₂ F, OH, CH ₂ OH, CH ₂ CH ₂ OH, CH(CH ₃ )CH ₂ OH, C(CH ₃ ) ₂ OH, C(CH ₃ ) ₂ CH ₂ OH, CH ₂ C(CH ₃ ) ₂ OH, OCH ₃ , OCD ₃ , CH ₂ OCH ₃ , D ₃ , , , or of CF ₂ CH ₂ OCH ₃ , CH ₂ CH ₂ OCD ₃ ,CH ₂ CH ₂ CH ₂ OCH ₃ , CH ₂ CH(CH ₃ )OCH ₃ , CH ₂ C(CH ₃ ) ₂ OCH ₃ , , In N, O, and S, and each of the 1-4 substituents of the heteroaryl independently is CH ₃ , CH ₂ CH ₂ OCH ₃ , CF2CH2OCH3, CH2CH2OCD3,CH2CH2CH2OCH3, CH2CH(CH3)OCH3, CH2C(CH3)2OCH3, , has . he ach D ₃ , , H ₃ , , , , , , ,

, , ,

n Z is e , e s , ,

, 176

, or atoms and 1-3 heteroatoms selected from N, O, and S fused to a cycloalkyl ring having 5 or 6 total ring atoms or a heterocycloalkyl ring having 5 or 6 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; wherein the bicyclic ring is optionally substituted with 1-4 substituents. In some cases, the heteroaryl ring of the bicyclic ring is pyridyl, pyridazinyl, pyrimidinyl, or pyrazinyl; and the heterocycloalkyl ring of the bicyclic ring is pyrrolidinyl, tetrahydrofuranyl, tetrahydropyranyl, or tetrahydrothiophenyl. In some cases, the heteroaryl group is pyridyl and the heterocycloalkyl group is furanyl. In some cases, the bicyclic ring is unsubstituted. In some cases, the bicyclic ring is substituted with 1-4 substituents selected from halo, CN, C1-6alkyl, C1-6haloalkyl, C0-6alkylene-OH, and C0- , or ses, 177

ing des salts [0086] In some cases, A is CH, C-halo, C-CN, C-C _1-3 alkyl, C-C _1-3 haloalkyl, C-C _0-3 alkyleneOH, or C-C _0-3 alkylene-C _1-4 alkoxy; and X i , and the disclosure provides compounds of Formula nd pharmaceutically acceptable salts thereof, wherein 178

R ^A is H, halo, CN, C _1-3 alkyl, C _1-3 haloalkyl, C _0-3 alkyleneOH, or C _0-3 alkylene-C _1-4 alkoxy; and the remaining substituents are as previously defined herein. [0087] In some cases, A is N and X , and the disclosure provides compounds of Formula nd pharmaceutically acceptable salts thereof, wherein the subst n. [0088] In some cases, A is N, X i ; and R ^5a and an R ⁴ , together with the atoms to which they are attached, form an op tuted ring having 6-10 total ring atoms and 0, 1, or 2 heteroatoms selected from N, O, and S, wherein the ring is saturated or unsaturated, and the rest of the substituents are as defined herein. Contemplated compounds include, but are not limited to: , 179

nd E): 180

IF): ula , , and Z is optionally substituted phenyl or pyridyl. [0093] In some cases, the disclosure provides a compound listed in Table E, below. If the stereochemistry of a structure or a portion of a structure in Table E is not explicitly shown (e.g., such as with dashed or bold lines), then the structure or portion of structure is either achiral or interpreted as being any of the possible stereoisomers of the structure or portion of the structure. In cases in 181

which the stereochemistry of the structure or portion of the structure in Table E is explicitly shown, a single stereoisomer of the structure or portion of a structure is represented. Table E Comp. # Structure Name - - - - - l- - l- - 182 1-(4-((7aR,8R)-2-(4-(1,4-dimethyl- 1H-pyrazol-5-yl)-1-piperidinyl)-4- o- )- salt of any of the foregoing. In some cases, A is N, X is ; and R ^5a and an R ⁴ , together with the atoms to which they are attached, form an optionally substituted ring having 6-10 total ring atoms and 0, 1, or 2 heteroatoms selected from N, O, and S, wherein the ring is saturated or unsaturated. In some cases, the compound of Formula (I) or Formula (IB) is selected from compound 1-119 to 1-123 and 1-152, or a pharmaceutically acceptable salt of any of the foregoing. Example of Formula (I) [0095] For example, provided herein are compounds of Formul or pharmaceutically acceptable salts thereof, wherein the substituents Example of Formula (I)” section. , or , . [0099] In some cases, n is 1. In some cases, n is 2. In some cases, the other R ⁴ is CH ₃ , CH ₂ CH ₃ , CH ₂ CH ₂ CH ₃ , CH(CH ₃ ) ₂ , CF ₃ , CHF ₂ , or CH ₂ F. In some cases, W is CH. [00100] In some cases, one R ⁴ and R ^5a , together with the atoms to which they are attached, form an optionally substituted ring that is saturated. In some cases, one R ⁴ and R ^5a , together with the atoms to which they are attached, form an optionally substituted ring that is unsaturated. In some cases, one R ⁴ and R ^5a , together with the atoms to which they are attached, form an optionally substituted ring that has 6 total ring atoms. In some cases, one R ⁴ and R ^5a , together with the atoms to which they are attached, form an optionally substituted ring that has 7 total ring atoms. In some cases, one R ⁴ and R ^5a , together with the atoms to which they are attached, form an optionally substituted ring that has 8 total ring atoms. In some cases, one R ⁴ and R ^5a , together with the atoms to which they are attached, form an optionally substituted ring that has 9 or 10 total ring atoms. In some cases, one R ⁴ and R ^5a , together with the atoms to which they are attached, form an optionally substituted ring that has 0 heteroatoms. In some cases, one R ⁴ and R ^5a , together with the atoms to which they are attached, form an optionally substituted ring that has 1 or 2 heteroatoms selected from N, O, and S. In some cases, the 1 or 2 heteroatoms are each O. In some cases, one R ⁴ and R ^5a , together with the atoms to which they are attached, form an optionally substituted ring that is an ether. In some cases, the 1 or 2 heteroatoms are each N. In some cases, one R ⁴ and R ^5a , together with the atoms to which they are attached, form an optionally substituted ring that is a lactam or a cyclic amine. In some cases, one R ⁴ and R ^5a , together with the atoms to which they are attached, form a ring that is unsubstituted. In some cases, one R ⁴ and R ^5a , together with the atoms to which they are attached, form a ring that is substituted with 1 or 2 substituents selected from the group consisting of C _1-3 alkyl, C _1-3 haloalkyl, oxo, halo, CN, C _0- 3alkyleneOH, C0-3alkylene-C1-3alkoxy, cycloalkyl having 3-7 total ring atoms, cycloalkenyl having 5- 7 total ring atoms, heterocycloalkyl having 4-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, heterocycloalkenyl having 5-7 total ring atoms and 1-3 heteroatoms selected from N, O, and , or CF3. In some cases, R ^5b is CF ₂ H. In some cases, R ^5b is CFH ₂ . In some cases, R ^5b is CF ₂ CH ₃ . [00102] In some cases, X i . In some cases, Y is C-H. In some cases, o is 0. In some [00 03] In some cases, Z s eteroary compr sng 5 or 6 tota r ng atoms and -3 eteroatoms selected from N, O, and S, wherein the heteroaryl is optionally substituted with 1-4 substituents. In some cases, the heteroaryl is pyrrolyl, furanyl, thiophenyl, pyrazolyl, imidazolyl, thiazolyl, isothiazolyl, oxazolyl, isoxazolyl, triazolyl, thiadiazolyl, oxadiazolyl, pyridyl, pyridazinyl, pyrimidinyl, pyrazinyl, or triazinyl. In some cases, the heteroaryl is pyrazolyl or pyridyl. In some cases, the heteroaryl is substituted with 1-4 substituents, each of which independently is selected from the group consisting of halo, CN, C _1-6 alkyl, C _1-6 haloalkyl, C _2-6 alkenyl, C _2-6 haloalkenyl, C _0-6 alkylene- OH, C0-6alkylene-C1-3alkoxy, C0-6alkylene-N(R ^N1 )2 wherein each R ^N1 independently is H or C1-3alkyl, C _0-2 alkylene-cycloalkyl having 3-6 total ring atoms, C _0-2 alkylene-heterocycloalkyl having 3-6 total ring atoms and 1-3 heteroatoms selected from N, O, and S, and C _0-2 alkylene-phenyl; wherein each of the alkyl, alkenyl, C _0-6 alkylene-C _1-3 alkoxy, cycloalkyl, heterocycloalkyl, and phenyl substituents independently is optionally substituted with 1-3 substituents independently selected from deuterium, halo, OH, CH ₃ , OCH ₃ , and OCD ₃ . In some cases, each of the 1-4 substituents independently is selected from the group consisting of Cl, F, CN, CH ₃ , CD ₃ , CH ₂ CH ₃ , CH(CH ₃ ) ₂ , CF ₃ , CHF ₂ , CH ₂ F, CH ₂ CHF ₂ , CH ₂ CH ₂ F, CH(CH ₂ F) ₂ , CH(CH ₃ )CH ₂ F, CH(CH ₃ )CHF ₂ , C(=CH ₂ )CH ₂ F, OH, CH ₂ OH, CH ₂ CH ₂ OH, CH(CH ₃ )CH ₂ OH, C(CH ₃ ) ₂ OH, C(CH ₃ ) ₂ CH ₂ OH, CH ₂ C(CH ₃ ) ₂ OH, OCH ₃ , OCD ₃ , CH ₂ OCH ₃ , CH ₂ OCD ₃ , CH ₂ CH ₂ OCH ₃ , CHFCH ₂ OCH ₃ , CF ₂ CH ₂ OCH ₃ , CH ₂ CH ₂ OCD ₃ , CH ₂ CH ₂ OCH ₂ CH ₃ ,CH ₂ CH ₂ CH ₂ OCH ₃ , CH ₂ CH ₂ CH ₂ OCD ₃ , CH(CH ₃ )CH ₂ OCH ₃ , CH(CH3)CH2OCD3,C(CH3)2CH2OCH3, C(CH3)2CH2OCD3, CH2CH(CH3)OCH3, CH2CH(CH3)OCD3, CH ₂ C(CH ₃ ) ₂ OCH _3, CH ₂ C(CH ₃ ) ₂ OCD ₃ , NH ₂ , CH ₂ NH ₂ , CH ₂ NHCH ₃ , CH ₂ N(CH ₃ ) ₂ , CH ₂ CH ₂ NH ₂ , , , Z , , , Z is r , ses,

me able salt ; e cases, each of the 1-4 substituents of Z independently is CH ₃ , CH ₂ CH ₂ OCH ₃ , CH ₂ CH ₂ OCD ₃ , , . In some cases, Z is substituted with 2 substituents. In some . In some cases, each substituent is CH ₃ . In some cases, Z is substituted with CH ₃ and CH ₂ CH ₂ OCH ₃ . In some cases, Z is substituted with CH ₃ a or . In some cases, Z is substituted with CH ₃ an . In some cases, Z is me formation of stable or chemically feasible compounds. BIOLOGICAL ACTIVITY [00106] In some cases, the compounds disclosed herein (e.g., compounds of Formula (I), Formula (I’), Formula (IA), Formula (IB), Formula (IE), Formula (IF), Formula (IG), Formula (II), Formula (II’), Formula (IIA), Formula (IIB), Formula (IIC), Formula (IID), Formula (IIE), and Formula (IIF), and compounds listed in Table A, Table A’, Table B, Table B’, and Table E), and pharmaceutically acceptable salts of the foregoing, have an IC ₅₀ value of less than 5 μM, or less than 4 μM, or less than 3 μM, or less than 2 μM, or less than 1 μM, or less than 0.9 μM, or less than 0.7 μM, or less than 0.6 μM, or less than 0.5 μM, or less than 0.4 μM, or less than 0.3 μM, or less than 0.2 μM, or less than 0.1 μM, or less than 0.09 μM, or less than 0.08 μM, or less than 0.07 μM, or less than 0.06 μM, or less than 0.05 μM, or less than 0.04 μM, or less than 0.03 μM, or less than 0.02 μM, or less than 0.01 μM in the coupled exchange assay, which is described in the “BIOLOGICAL EVALUATION” section. In some cases, the compounds disclosed herein, and pharmaceutically acceptable salts of the foregoing, have an IC ₅₀ value of less than 1 μM. In some cases, the compounds disclosed herein, and pharmaceutically acceptable salts of the foregoing, have an IC ₅₀ value of less than 0.5 μM. In some cases, the compounds disclosed herein, and pharmaceutically acceptable salts of the foregoing, have an IC50 value of less than 0.3 μM. In some cases, the compounds disclosed herein, and pharmaceutically acceptable salts of the foregoing, have an IC ₅₀ value of less than 0.1 μM. Also provided herein are compounds of the disclosure, and pharmaceutically acceptable salts of the foregoing, having an IC ₅₀ of less than 5 μM in the 2h coupled exchange assay described herein. Further provided herein are compounds of the disclosure, and pharmaceutically acceptable salts of the foregoing, having an IC ₅₀ of less than 3 μM in the 2h coupled exchange assay described herein. Still further provided herein are compounds of the disclosure, or pharmaceutically acceptable salts of the foregoing, having an IC50 of less than 1 μM in the 2h coupled exchange assay described herein. Still further provided herein are compounds of the disclosure, or pharmaceutically acceptable salts of the foregoing, having an IC ₅₀ of less than 0.5 μM in the 2h coupled exchange assay described herein. Also provided herein are compounds of the disclosure, or pharmaceutically acceptable salts of the foregoing, having an IC ₅₀ of less than 0.1 μM in the 2h coupled exchange assay described herein. Also provided herein are compounds of the disclosure, or pharmaceutically acceptable salts of the foregoing, having an IC ₅₀ of less than 0.05 μM in the 2h coupled exchange assay described herein. Also provided herein are compounds of the disclosure, or pharmaceutically acceptable salts of the foregoing, having an IC ₅₀ of less than 0.04 μM in the 2h coupled exchange assay described herein. Also provided herein are compounds of the disclosure, or pharmaceutically acceptable salts of the foregoing, having an IC ₅₀ of less than 0.03 μM in the 2h coupled exchange assay described herein. Also provided herein are compounds of the disclosure, or pharmaceutically acceptable salts of the foregoing, having an IC ₅₀ of less than 0.02 μM in the 2h coupled exchange assay described herein. Also provided herein are compounds of the disclosure, or pharmaceutically acceptable salts of the foregoing, having an IC50 of less than 0.01 μM in the 2h coupled exchange assay described herein. [00107] The foregoing merely summarizes certain aspect of this disclosure and is not intended, nor should it be construed, as limiting the disclosure in any way. FORMULATION AND ROUTE OF ADMINISTRATION [00108] While it may be possible to administer a compound disclosed herein alone in the uses described, the compound administered normally will be present as an active ingredient in a pharmaceutical composition. Thus, further provided herein is a pharmaceutical composition comprising a compound disclosed herein (e.g., compounds of Formula (I), Formula (I’), Formula (IA), Formula (IB), Formula (IE), Formula (IF), Formula (IG), Formula (II), Formula (II’), Formula (IIA), Formula (IIB), Formula (IIC), Formula (IID), Formula (IIE), and Formula (IIF), and compounds listed in Table A, Table A’, Table B, Table B’, and Table E), and pharmaceutically acceptable salts of the foregoing, in combination with one or more pharmaceutically acceptable excipients and, if desired, other active ingredients. See, e.g., Remington: The Science and Practice of Pharmacy, Volume I and Volume II, twenty-second edition, edited by Loyd V. Allen Jr., Philadelphia, PA, Pharmaceutical Press, 2012; Pharmaceutical Dosage Forms (Vol.1-3), Liberman et al., Eds., Marcel Dekker, New York, NY, 1992; Handbook of Pharmaceutical Excipients (3rd Ed.), edited by Arthur H. Kibbe, American Pharmaceutical Association, Washington, 2000; Pharmaceutical Formulation: The Science and Technology of Dosage Forms (Drug Discovery), first edition, edited by GD Tovey, Royal Society of Chemistry, 2018. In some cases, the pharmaceutical composition described herein comprises a therapeutically effective amount of a compound disclosed herein, or a pharmaceutically acceptable salt thereof. [00109] The compound(s) disclosed herein may be administered by any suitable route in the form of a pharmaceutical composition adapted to such a route and in a dose effective for the treatment intended. The compounds and compositions presented herein may, for example, be administered orally, mucosally, topically, transdermally, rectally, pulmonarily, parentally, intranasally, intravascularly, intravenously, intraarterial, intraperitoneally, intrathecally, subcutaneously, sublingually, intramuscularly, intrasternally, vaginally or by infusion techniques, in dosage unit formulations containing conventional pharmaceutically acceptable excipients. [00110] The pharmaceutical composition may be in the form of, for example, a tablet, chewable tablet, minitablet, caplet, pill, bead, hard capsule, soft capsule, gelatin capsule, granule, powder, lozenge, patch, cream, gel, sachet, microneedle array, syrup, flavored syrup, juice, drop, injectable solution, emulsion, microemulsion, ointment, aerosol, aqueous suspension, or oily suspension. In some cases, the pharmaceutical composition is made in the form of a dosage unit containing a particular amount of the active ingredient. [00111] Thus, a further aspect of the disclosure is a pharmaceutical composition comprising one or more of the compounds disclosed herein, or a pharmaceutically acceptable salt thereof, and a pharmaceutically acceptable excipient. Further provided herein is a compound of the disclosure, or a pharmaceutically acceptable salt thereof, or the pharmaceutical composition described herein, for use as a medicament. METHODS OF USE [00112] The compounds described herein can covalently bind to cysteine-12 of the GDP-bound form of the G12C-mutant KRAS protein (“KRAS ^G12C ”). In some cases, the compounds described herein can act as potent inhibitors of KRAS ^G12C by, for example, permanently inactivating the protein. Without intending to be bound by any particular theory, the compounds of the disclosure can, in some cases, inhibit phosphorylation of extracellular signal-regulated (“ERK”), which is a key down-stream effector of KRAS, leading to tumor regression. Besides being useful for human treatment, the compounds provided herein may be useful for veterinary treatment of companion animals, exotic

animals, and farm animals, including mammals, rodents, and the like. For example, animals including horses, dogs, and cats may be treated with compounds provided herein. Monotherapy [00113] Another aspect of the disclosure provides methods of using the compounds disclosed herein, or pharmaceutically acceptable salts thereof, or the pharmaceutical compositions of the present disclosure to treat disease conditions, including but not limited to conditions implicated by KRAS G12C mutation (e.g., cancer). See, e.g., U.S. Patent No.10,519,146 B2, issued December 31, 2019; specifically, the section from column 198, line 1, to column 201, line 36, which is herewith incorporated by reference. [00114] Without wishing to be bound by any particular theory, the following is noted: sotorasib is a small molecule that—similarly to the compounds disclosed herein—specifically and irreversibly inhibits KRAS ^G12C (see Hong et al., N. Engl. J. Med.2020, 383, 1207, at 1208). Hong et al. report that “[p]reclinical studies showed that [sotorasib] inhibited nearly all detectable phosphorylation of extracellular signal-regulated kinase (ERK), a key down-stream effector of KRAS, leading to durable complete tumor regression in mice bearing KRAS p.G12C tumors.” (id., see also Section entitled “BIOLOGICAL EVALUATION” below, Canon et al., Nature 2019, 575(7781), 217; and Lanman et al., J. Med. Chem.2020, 63, 52). [00115] Sotorasib was evaluated in a Phase 1 dose escalation and expansion trial with 129 subjects having histologically confirmed, locally advanced or metastatic cancer with the KRAS G12C mutation identified by local molecular testing on tumor tissues, including 59 subjects with non-small cell lung cancer, 42 subjects with colorectal cancer, and 28 subjects with other tumor types (Hong et al., 2020, at page 1208-1209). Hong et al. report a disease control rate (95% CI) of 88.1% for non-small cell lung cancer, 73.8% for colorectal cancer and 75.0% for other tumor types (Hong et al., 2020, at page 1213, Table 3). The cancer types showing either stable disease (SD) or partial response (PR) as reported by Hong et al. were non-small cell lung cancer, colorectal cancer, pancreatic cancer, appendiceal cancer, endometrial cancer, esophageal cancer, cancer of unknown primary, ampullary cancer, gastric cancer, small bowel cancer, sinonasal cancer, bile duct cancer, or melanoma (Hong et al., 2020, at page 1212 (Figure A), and Supplementary Appendix (page 59 (Figure S5) and page 63 (Figure S6)). [00116] KRAS G12C mutations occur with the alteration frequencies shown in the table below (Cerami et al., Cancer Discov.2012, 2(5), 401; Gao et al., Science Signaling 2013, 6(269), p11). For example, the table shows that 11.6% of subjects with non-small cell lung cancer have a cancer, wherein one or more cells express KRAS G12C mutant protein. Accordingly, the compounds provided herein, which specifically and irreversibly bind to KRAS ^G12C (see Section entitled “BIOLOGICAL 195 EVALUATION” below), are useful for treatment of subjects having a cancer, including, but not limited to the cancers listed in the table below. Cancer Type Alteration Frequency N ^{on-Small Cell Lung Cancer} _11.6 [00117] Another aspect of the disclosure provides a compound disclosed herein (e.g., a compound of Formula (I), Formula (I’), Formula (IA), Formula (IB), Formula (IE), Formula (IF), Formula (IG), Formula (II), Formula (II’), Formula (IIA), Formula (IIB), Formula (IIC), Formula (IID), Formula (IIE), and Formula (IIF), or a compound listed in Table A, Table A’, Table B, Table B’, or Table E)), and pharmaceutically acceptable salts thereof, or a pharmaceutical composition disclosed herein, for use in treating cancer. Yet another aspect of the disclosure provides a compound disclosed herein, or a pharmaceutically acceptable salt thereof, or a pharmaceutical composition disclosed herein, for use in treating cancer, wherein one or more cells express KRAS G12C mutant protein. [00118] Another aspect of the disclosure provides a compound disclosed herein, or a pharmaceutically acceptable salt thereof, or a pharmaceutical composition disclosed herein, in the preparation of a medicament for treating cancer. Yet another aspect of the disclosure provides a compound disclosed herein, or a pharmaceutically acceptable salt thereof, or a pharmaceutical composition described herein, in the preparation of a medicament for treating cancer, wherein one or more cells express KRAS G12C mutant protein. [00119] A further aspect provided by the disclosure is a method of treating cancer in a subject in need thereof, the method comprising administering to the subject a therapeutically effective amount of a compound disclosed herein, or a pharmaceutically acceptable salt thereof, or a pharmaceutical composition disclosed herein. Another aspect of the disclosure is a method of treating cancer in a subject in need thereof, the method comprising administering to the subject a therapeutically effective amount of a compound disclosed herein, or a pharmaceutically acceptable salt thereof, or a pharmaceutical composition of the disclosure, wherein one or more cells express KRAS G12C mutant protein. In some cases, the subject has a cancer that was determined to have one or more cells expressing the KRAS G12C mutant protein prior to administration of the compound or a pharmaceutically acceptable salt thereof. [00120] In some cases, the cancer is metastatic. In some cases, the cancer is non-metastatic. In some cases, the cancer disclosed herein is non-small cell lung cancer, small bowel cancer, appendiceal cancer, colorectal cancer, cancer of unknown primary, endometrial cancer, mixed cancer types, pancreatic cancer, hepatobiliary cancer, small cell lung cancer, cervical cancer, germ cell cancer, ovarian cancer, gastrointestinal neuroendocrine cancer, bladder cancer, myelodysplastic/myeloproliferative neoplasms, head and neck cancer, esophagogastric cancer, soft tissue sarcoma, mesothelioma, thyroid cancer, leukemia, melanoma, or a solid tumor. In some cases, the cancer is non-small cell lung cancer, colorectal cancer, pancreatic cancer, appendiceal cancer, endometrial cancer, esophageal cancer, cancer of unknown primary, ampullary cancer, gastric cancer, small bowel cancer, sinonasal cancer, bile duct cancer, melanoma, or a solid tumor. In some cases, the cancer is non-small cell lung cancer. In some cases, the cancer is colorectal cancer. In some cases, the cancer is pancreatic cancer. In some cases, the cancer is solid tumor. Combination therapy [00121] The present disclosure also provides methods for combination therapies in which an agent known to modulate other pathways, or other components of the same pathway, or even overlapping sets of target enzymes are used in combination with a compound of the present disclosure (e.g., a compound of Formula (I), Formula (I’), Formula (IA), Formula (IB), Formula (IE), Formula (IF), Formula (IG), Formula (II), Formula (II’), Formula (IIA), Formula (IIB), Formula (IIC), Formula (IID), Formula (IIE), or Formula (IIF), or a compound listed in Table A, Table A’, Table B, Table B’, or Table E), or a pharmaceutically acceptable salt thereof. In one aspect, such therapy includes but is not limited to the combination of one or more compounds of the disclosure with chemotherapeutic agents, therapeutic antibodies, and/or radiation treatment, to provide a synergistic or additive therapeutic effect. See, e.g., U.S. Patent No.10,519,146 B2, issued December 31, 2019; specifically, the sections from column 201 (line 37) to column 212 (line 46) and column 219 (line 64) to column 220 (line 39), which are herewith incorporated by reference. [00122] The compounds of the disclosure can be administered simultaneously, separately, or sequentially with an effective amount of a second compound in any of the methods described herein. In some cases, the second compound is an ATR inhibitor, Aurora kinase A inhibitor, AKT inhibitor, arginase inhibitor, CDK2 inhibitor, CDK4/6 inhibitor, ErbB family inhibitor, ERK inhibitor, FAK inhibitor, FGFR inhibitor, glutaminase inhibitor, IGF-1R inhibitor, KIF18A inhibitor, MAT2A inhibitor, MCL-1 inhibitor, MEK inhibitor, mTOR inhibitor, PARP inhibitor, PD-1 inhibitor, PD-L1 inhibitor, PI3K inhibitor, PRMT5 inhibitor, Raf kinase inhibitor, SHP2 inhibitor, SOS1 inhibitor, Src kinase inhibitor, or one or more chemotherapeutic agents. In some cases, the second compound is administered as a pharmaceutically acceptable salt. In some cases, the second compound is administered as a pharmaceutical composition comprising the second compound or a pharmaceutically acceptable salt thereof and a pharmaceutically acceptable excipient. [00123] ATR inhibitors. In some cases, the compounds of the disclosure can be administered simultaneously, separately, or sequentially with an effective amount of an ATR inhibitor in any of the methods described herein. An ATR inhibitor is a compound that targets the ataxia telangiectasia mutated and Rad3-related kinase. Exemplary ATR inhibitors for use in the methods provided herein include, but are not limited to dactolisib, VE-821 (3-Amino-6-(4-(methylsulfonyl)phenyl)-N- phenylpyrazine-2-carboxamide, 3-Amino-6-[4-(methylsulfonyl)phenyl]-N-phenyl-2- pyrazinecarboxamide), Torin 2 (9-(6-amino-3-pyridinyl)-1-[3-(trifluoromethyl)phenyl]-benzo [h]-1,6- naphthyridin-2(1H)-one), ETP-46464 (α,α-dimethyl-4-[2-oxo-9-(3-quinolinyl)-2H- [1,3]oxazino[5,4198zetidinelin-1(4H)-yl]-benzeneacetonitrile ), CGK 733 (α-Phenyl-N-[2,2,2- trichloro-1-[[[(4-fluoro-3-nitrophenyl)amino]thioxomethyl]am ino]ethyl]benzeneacetamide), AZ20 (4- [4-[(3R)-3-Methyl-4-morpholinyl]-6-[1-(methylsulfonyl)cyclop ropyl]-2-pyrimidinyl]-1H-indole), SKLB-197 ((R)-4-(2-(1H-indol-4-yl)-6-(1-methyl-1H-pyrazol-5-yl)quinaz olin-4-yl)-3- methylmorpholine), elimusertib, gartisertib, elimusertib hydrochloride, ceralasertib, and schisandrin B. [00124] Aurora Kinase A Inhibitors. In some cases, the compounds of the disclosure can be administered simultaneously, separately, or sequentially with an effective amount of an Aurora kinase A inhibitor in any of the methods described herein. Exemplary Aurora kinase A inhibitors for use in the methods provided herein include, but are not limited to, alisertib, cenisertib, danusertib, tozasertib, LY3295668 ((2R,4R)-1-[(3-chloro-2-fluorophenyl)methyl]-4-[[3-fluoro-6- [(5-methyl-1H-pyrazol-3- yl)amino]pyridin-2-yl]methyl]-2-methylpiperidine-4-carboxyli c acid), ENMD-2076 (6-(4- methylpiperazin-1-yl)-N-(5-methyl-1H-pyrazol-3-yl)-2-[(E)-2- phenylethenyl]pyrimidin-4-amine), TAK-901 (5-(3-ethylsulfonylphenyl)-3,8-dimethyl-N-(1-methylpiperidin -4-yl)-9H-pyrido[2,3- b]indole-7-carboxamide), TT-00420 (4-[9-(2-chlorophenyl)-6-methyl-2,4,5,8,12- pentazatricyclo[8.4.0.03,7]tetradeca-1(14),3,6,8,10,12-hexae n-13-yl]morpholine), AMG 900 (N-[4- [3-(2-aminopyrimidin-4-yl)pyridin-2-yl]oxyphenyl]-4-(4-methy lthiophen-2-yl)phthalazin-1-amine), MLN8054 (4-[[9-chloro-7-(2,6-difluorophenyl)-5H-pyrimido[5,4-d][2]be nzazepin-2- yl]amino]benzoic acid), PF-03814735 (N-[2-[(1R,8S)-4-[[4-(cyclobutylamino)-5- (trifluoromethyl)pyrimidin-2-yl]amino]-11-azatricyclo[6.2.1. 02,7]undeca-2(7),3,5-trien-11-yl]-2- oxoethyl]acetamide), SNS-314 (1-(3-chlorophenyl)-3-[5-[2-(thieno[3,2-d]pyrimidin-4- ylamino)ethyl]-1,3-thiazol-2-yl]urea), CYC116 (4-methyl-5-[2-(4-morpholin-4-ylanilino)pyrimidin-4- yl]-1,3-thiazol-2-amine), TAS-119, BI 811283, and TTP607. [00125] AKT Inhibitors. In some cases, the compounds of the disclosure can be administered simultaneously, separately, or sequentially with an effective amount of an AKT inhibitor in any of the methods described herein. Exemplary AKT inhibitors for use in the methods provided herein include, but are not limited to, afuresertib, capivasertib, ipatasertib, uprosertib, BAY1125976 (2-[4-(1- aminocyclobutyl)phenyl]-3-phenylimidazo[1,2-b]pyridazine-6-c arboxamide), ARQ 092 (3-[3-[4-(1- aminocyclobutyl)phenyl]-5-phenylimidazo[4,5-b]pyridin-2-yl]p yridin-2-amine), MK2206 (8-[4-(1- aminocyclobutyl)phenyl]-9-phenyl-2H-[1,2,4]triazolo[3,4-f][1 ,6]naphthyridin-3-one), SR13668 (indolo[2,3-b]carbazole-2,10-dicarboxylic acid, 5,7-dihydro-6-methoxy-, 2,10-diethyl ester), ONC201 (11-benzyl-7-[(2-methylphenyl)methyl]-2,5,7,11-tetrazatricyc lo[7.4.0.02,6]trideca-1(9),5-dien-8-one), ARQ 751 (N-(3-aminopropyl)-N-[(1R)-1-(3-anilino-7-chloro-4-oxoquinaz olin-2-yl)but-3-ynyl]-3- chloro-2-fluorobenzamide), RX-0201, and LY2780301. [00126] Arginase Inhibitors. In some cases, the compounds of the disclosure can be administered simultaneously, separately, or sequentially with an effective amount of an arginase inhibitor in any of the methods described herein. Exemplary arginase inhibitors for use in the methods provided herein include, but are not limited to, numidargistat and CB 280. [00127] CDK 2 Inhibitors. In some cases, the compounds of the disclosure can be administered simultaneously, separately, or sequentially with an effective amount of a CDK 2 inhibitor in any of the methods described herein. The term “CDK 2” as used herein refers to cyclin dependent kinases (“CDK”) 2, which is a member of the mammalian serine/threonine protein kinases. The term “CDK 2 inhibitor” as used herein refers to a compound that is capable of negatively modulating or inhibiting all or a portion of the enzymatic activity of CDK 2. Exemplary CDK 2 inhibitors for use in the methods provided herein include, but are not limited to, flavopiridol, roscovitine, dinaciclib, milciclib, meriolin, variolin, AZD5438 (4-[2-Methyl-1-(1-methylethyl)-1H-imidazol-5-yl]-N-[4- (methylsulfonyl)phenyl]-2-pyrimidinamine), roniciclib, SNS-032 (N-[5-[[[5-(1,1-Dimethylethyl)-2- oxazolyl]methyl]thio]-2-thiazolyl]-4-piperidinecarboxamide). [00128] CDK4/6 Inhibitors. In some cases, the compounds of the disclosure can be administered simultaneously, separately, or sequentially with an effective amount of a CDK4/6 inhibitor in any of the methods described herein. The term “CDK 4/6” as used herein refers to cyclin dependent kinases (“CDK”) 4 and 6, which are members of the mammalian serine/threonine protein kinases. The term “CDK 4/6 inhibitor” as used herein refers to a compound that is capable of negatively modulating or inhibiting all or a portion of the enzymatic activity of CDK 4 and/or 6. Exemplary CDK 4/6 inhibitors for use in the methods provided herein include, but are not limited to, abemaciclib, palbociclib, ribociclib, trilaciclib, and PF-06873600 ((pyrido[2,3-d]pyrimidin-7(8H)-one, 6-(difluoromethyl)-8- [(1R,2R)-2-hydroxy-2-methylcyclopentyl]-2-[[1-(methylsulfony 1)-4-piperidinyl]amino]). In some cases, the CDK4/6 inhibitor is palbociclib. [00129] ErbB Family Inhibitors. In some cases, the compounds of the disclosure can be administered simultaneously, separately, or sequentially with an effective amount of an ErbB family inhibitor in any of the methods described herein. The term “ErbB family” as used herein refers to a member of a mammalian transmembrane protein tyrosine kinase family including: ErbB1 (EGFR HER1), ErbB2 (HER2), ErbB3 (HER3), and ErbB4 (HER4). The term “ErbB family inhibitor” as used herein refers to an agent, e.g., a compound or antibody, that is capable of negatively modulating or inhibiting all or a portion of the activity of at least one member of the ErbB family. The modulation or inhibition of one or more ErbB tyrosine kinase may occur through modulating or inhibiting kinase enzymatic activity of one or more ErbB family member or by blocking homodimerization or heterodimerization of ErbB family members. In some cases, the ErbB family inhibitor is an EGFR inhibitor, e.g., an anti-EGFR antibody. Exemplary anti-EGFR antibodies for use in the methods provided herein include, but are not limited to, zalutumumab, nimotuzumab, matuzumab, necitumumab, panitumumab, and cetuximab. In some cases, the anti-EGFR antibody is cetuximab. In some cases, the anti-EGFR antibody is panitumumab. In some cases, the ErbB family inhibitor is a HER2 inhibitor, e.g., an anti-HER2 antibody. Exemplary anti-HER-2 antibodies for use in the methods provided herein include, but are not limited to, pertuzumab, trastuzumab, and trastuzumab emtansine. In some cases, the ErbB family inhibitor is a HER3 inhibitor, e.g., an anti-HER3 antibody, such as HMBD-001 (Hummingbird Bioscience). In some cases, the ErbB family inhibitor is a combination of an anti-EGFR antibody and anti-HER2 antibody. In some cases, the ErbB family inhibitor is an irreversible inhibitor. Exemplary irreversible ErbB family inhibitors for use in the methods provided herein include, but are not limited to, afatinib, dacomitinib, canertinib, poziotinib, AV 412 ((N-[4-[(3-chloro-4-fluorophenyl)amino]-7-[3-methyl-3-(4-met hyl-1-piperazinyl)-1-butyn-1- yl]-6-quinazolinyl]-2-propenamide)), PF 6274484 ((N-[4-[(3-chloro-4-fluorophenyl)amino]-7- methoxy-6-quinazolinyl]-2-propenamide), and HKI 357 ((E)-N-[4-[3-chloro-4-[(3- fluorophenyl)methoxy]anilino]-3-cyano-7-ethoxyquinolin-6-yl] -4-(dimethylamino)but-2-enamide). In some cases, the irreversible ErbB family inhibitor is afatinib. In some cases, the irreversible ErbB family inhibitor is dacomitinib. In some cases, the ErbB family inhibitor is a reversible inhibitor. Exemplary reversible ErbB family inhibitors for use in the methods provided herein include, but are not limited to erlotinib, gefitinib, sapitinib, varlitinib, tarloxotinib, TAK-285 (N-(2-(4-((3-chloro-4-(3- (trifluoromethyl)phenoxy)phenyl)amino)-5H-pyrrolo[3,2-d]pyri midin-5-yl)ethyl)-3-hydroxy-3- methylbutanamide), AEE788 ((S)-6-(4-((4-ethylpiperazin-l-yl)methyl)pbenyl)-N-(l-phenyl ethyl)-7H- pyiTolo[2,3-d]pyrimidin-4-amine), BMS 599626 ((3S)-3-morpholinylinethyI-[4-[[l-[(3- fluorophenyl)methyl]-lH-indazol-5-yl]amino]-5-methylpyrrolo[ 2,l-f][ 1, 2, 4]triazin-6-yl] -carbamate), and GW 583340 (N-[3-chloro-4-[(3-fluorophenyl)metlioxy]phenyl]-6-[2-[(2- methylsulfonylelhylaniino)methyl]-L3-thiazol”4-y]]quinazol in-4-amine). In some cases, the reversible ErbB family inhibitor is sapitinib In one embodiment, the reversible ErbB family inhibitor is tarloxotinib.

[00130] ERK Inhibitors. In some cases, the compounds of the disclosure can be administered simultaneously, separately, or sequentially with an effective amount of an ERK inhibitor in any of the methods described herein. Exemplary ERK inhibitors for use in the methods provided herein include, but are not limited to, ulixertimb, ravoxertimb, CC-90003 (N-[2-[[2-[(2-methoxy-5-methylpy'ridin-4- yl)amino]-5-(trifluorometliyl)pyrimidm-4-yl]amino]-5-methylp henyl]prop-2-enamide), LY3214996 (6,6-dimetbyl-2-[2-|(2-metltylpyrazol-3-yl)amino|pyrimidin-4 -yl]-5-(2-moipholin-4- ylethyl)thieno[2,3-c]pyrrol-4-one), KO-947 (l,5,6,8-tetrahydro-6-(phenylmethyl)-3-(4-pyridinyl)-7H- pyrazoio[4,3-g]qninazoiin-7-one), ASTX029, LTT462, and JS1-1187.

[00131] FAK Inhibitors. In some cases, the compounds of the disclosure can be administered simultaneously, separately, or sequentially with an effective amount of a FAK inhibitor in any of the methods described herein. Exemplary FAK inhibitors for use in the methods provided herein include, but are not limited to, GSK2256098 (2-[[5-chloro-2-[(5-methyl-2-propan-2-ylpyrazol-3- yl)amino]pyridin-4-yl]amino]-N -methoxybenzamide), PF-00562271 (N-methyI-N-[3-[[[2-[(2-oxo- l,3-dihydfoindol-5“yl)amino]"5-(tiifluoromethyl)pyrimidm"4 -yl]amino]inethyl]pyridin-2- yljmethanesulfonamide), VS-4718 (2-[[2-(2-niethoxy-4-morpbolin-4-ylaBilinio)-5- (trifluoromeihyi)pyridin-4-yl]amiiio]-N-nietliylbenzamide), and APG-2449.

[00132] FGFR Inhibitors. In some cases, the compounds of the disclosure can be administered simultaneously, separately, or sequentially with an effective amount of an FGFR inhibitor in any of the methods described herein. Exemplary FGFR inhibitors for use in the methods provided herein include, but are not limited to, futibatinib, pemigatinib, ASP5878 (2-[4-[[5-[(2,6-difluoro-3,5- dimethoxyphenyl)methoxy]pyrimidm-2-yl]amino]pyrazol-l-yl]eth anol), AZD4547 (N-[5-[2-(3,5- dimethoxyphenyl)ethyl]-lH-pyrazol-3-y]]“4-[(3S,5R)-3,5-dim ethy1piperazm-l-yl]benzamide), debio 1347 ([5-ammo-l-(2-metliyl-3H-benziinidazol-5-yl)pyrazol-4-yl]-(l H-indol-2-yl)melhanone), INCB062079, H3B-6527 (N-[2-[[6-[(2,6-dichloro-3,5-diraethoxyphenyl)carbamoyl- methylaminojpyrmiidm-4-yl]amino]-5-(4-ethylpiperazin-l-yl)ph enyl]prop-2-enamide), TCP-105, CPL304110, HMPL-453, and HGS1036.

[00133] Glutaminase Inhibitors. In some cases, the compounds of the disclosure can be administered simultaneously, separately, or sequentially with an effective amount of a glutaminase inhibitor in any of the methods described herein. Exemplary glutaminase inhibitors for use in the methods provided herein include, but are not limited to, telaglenastat, IPN60090, and OP 330.

[00134] IGF-JR Inhibitors. In some cases, the compounds of the disclosure can be administered simultaneously, separately, or sequentially with an effective amount of an IGF-1R inhibitor in any of the methods described herein Exemplary IGF-1R inhibitors for use in the methods provided herein include, but are not limited to, cixutumumab, dalotuzumab, iinsitinib, ganitumab, robatumumab, BMS-754807 ((2S)-l-[4-[(5-cyclopropyl-lH-pyrazol-3-yl)amino]pyrrolo[2.1 -f][l,2,4]triazin-2-yl]-N- (6-fluoropyridin-3-yl)-2-methylpyrrolidine-2-carboxamide), KW-2450 (N-[5-[[4-(2- hydroxyacctyl)pipcrazin-l-yl]mcthyl] -2-[(E)-2-(lH-indazol-3-yl)cthcnyl]phcnyl]-3-mcthyltliiophcn c- 2-carboxamide), PL225B, AVE1642, and BIIB022.

[0001] KIF18A Inhibitors. In some cases, the compounds of the disclosure can be administered simultaneously, separately, or sequentially with an effective amount of a K1F18A inhibitor in any of the methods described herein. Exemplary KIF18A inhibitors for use in the methods provided herein include, but are not limited to, the inhibitors disclosed in US 2020/0239441. WO 2020/132649, WO 2020/132651, and WO 2020/132653, each of which is herewith incorporated by reference in its entirety. In some cases, the KIF18A inhibitor is sovilnesib (AMG 650).

[00135] MAT2A inhibitors. In some cases, the compounds of the disclosure can be administered simultaneously, separately, or sequentially with an effective amount of a MAT2A inhibitor in any of the methods described herein An MAT2.A inhibitor is a compound that inhibits methionine adenosyltransferase II alpha An exemplary MAT2A inhibitor for use in the methods provided herein is AG 270 (3-(cyclohex-l-en-l -y l)-6-(4-methoxyphenyl)-2-phenyl-202zetidiiidin-2- y lam itto)pyrazolo i 1 ,5-a] py rim idin- 7 (4H)-one) .

[00136] MCL-1 Inhibitors. In some cases, the compounds of die disclosure can be administered simultaneously, separately, or sequentially with an effective amount of a MCL-1 inhibitor in any of the methods described herein. Exemplary MCL-1 inhibitors for use in the methods provided herein include, but are not limited to. murizatoclax, tapotoclax, AZD 5991 ((3aR)-.5-chloro-2.1 1 , 12.24,27,29- hexahydro-2,3.24,33-tetramethyl-22H-9,4,8-(metheniininomethy no)-l 4,20:26, 23-dimetheno-

10H,20H-pyrazolo[4,3-l] [2,15,22.18, 19]benzoxadithiadiazacyclohexacosine-32-carboxylic acid).

MIK 665 ((aR)-a-[[(5S)-5-[3-ChIoro-2-methyl-4-[2-(4-methyl-l -piperazinyl)ethoxy]phenyl]-6-(4- fluorophenyl)thieno[2,3-d]pyrimidm-4-yl]oxy]-2-[[2-(2-methox yphenyl)-4- pyrimidinyl]methoxy]benzenepropanoic acid), and ABBV-467. In some cases, the MCL-1 inhibitor is murizatoclax. In some cases, the MCL-I inhibitor is tapotoclax.

[00137] MEK Inhibitors. In some cases, the compounds of the disclosure can be administered simultaneously, separately, or sequentially with an effective amount of a MEK inhibitor in any of the methods described herein. Exemplary MEK inhibitors for use in the methods provided herein include. but are not limited to, trametinib, cobimetinib, selumetinib, pimasertib, refametinib, PD-325901 (N- [(2R)-2,3-dihy droxy propoxy ]-3,4-difluoro-2-(2-fluoro-4-iodoamlino)benzamide), AZD8330 (2-(2- fluoro-4-iodoanilino)-N-(2-hydroxyethoxy)-1.5-dimethyl-6-oxo pyridine-3-carboxamide), GDC-0623 (5-(2-fluoro-4-iodoanilino)-N-(2-hydroxyetlroxy)imidazo[l,5- a]pyridine-6-carboxamide), RO4987655 (3,4-dinuoro-2-(2-fluoro-4-iodoanilino)-N-(2-hydroxyelhoxy)- 5-[(3-oxooxazinan-2- yl)methyljbenzamide). TAK-733 (3-|(2R)-2,3-dihydroxypropyl]-6-fluoro-5-(2-fluoro-4-iodoani lino)- 8-methylpyrido[2,3-d]pyrimidine-4,7-dione), PD0325901 (N-[(2R)-2,3-dihydroxypropoxy]-3,4- difluoro-2-(2-fluoro-4-iodoanilino)benzamide), CI- 1040 (2-(2-chloro-4-iodophenylamino)-N- (cy clopropy ime thoxy)-3 ,4-di fluorobenzamide), PD318088 (5 -bromo-N-(2,3 -dihy droxy propoxy) -3.4- difluoro-2-(2-fluorO”4-iodophenylamino)benzannde), PD98059 (2-(2-amino-3-methoxyphenyl)-4H- chromen-4-one), PD334581 (N-[5-[3,4-Difluoro-2-[(2-fluoro-4-iodophenyl)amino]phenyl]- l,3,4- oxadiazol-2-yl]-4-morpholineethanamiiie), FCN-159, CS3006, HL-085, SHR 7390, and WX-554. In some cases, the MEK inhibitor is trametinib.

[00138] mTOR Inhibitors. In some cases, the compounds of the disclosure can be administered simultaneously, separately, or sequentially with an effective amount of a mTOR inhibitor in any of the methods described herein. Exemplary mTOR inhibitors for use in the methods provided herein include, but are not limited to, everolimus, rapamycin. zotarolimus (ABT-578), ridaforolimus (deforolimus, MK-8669), sapanisertib, buparlisib, pictilisib, vistusertib, dactolisib, Torm-1 (l-(4-(4- propionylpiperazin-l-yl)-3-(trifluoromethyl)cyclohexyl)-9-(q uinolin-3-yl)benzo[h][i,6]naphthyridin- 2(lH)-one), GDC-0.349 ((S)-l-ethyl-3-(4-(4-(3-methylmorpholino)-7-(oxetan-3-yl)-5. 6,7,8- tetrahydropyrido[3,4-d]pyrimidin-2-yT)phenyl)urea), and VS-5584 (SB2343, (5-(8-methyl-2- morpholin-4-yl-9-propan-2-ylpurin-6-yl)pyrimidm-2 -amine). In some cases, the mTOR inhibitor is everolimus.

[00139] PARP inhibitors. In some cases, the compounds of the disclosure can be administered simultaneously, separately, or sequentially with an effective amount of a PARP inhibitor in any of the methods described herein. A PARP inhibitor is a compound that targets poly (adenosine diphosphate)- ribose polymerase The term PARP inhibitors encompasses PARP1, PARP2, and PARP3 inhibitors. Exemplary PARP inhibitors for use in the methods provided herein include, but are not limited t203zetidimib. rucaparib, rucaparib camsylate, niraparib. niraparib tosylate, talazoparib. AG-1461. A- 966492, PJ34 HC1, niraparib, UPF 1069. ME0328, venadaparib. AZD5305, DR2313, BYK204165. pamiparib, NMS-Pi 18. and NU 1025.

[00140] PD-1 Inhibitors. In some cases, the compounds of the disclosure can be administered simultaneously, separately, or sequentially with an effective amount of a PD-1 inhibitor in any of the methods described herein. Exemplary PD-1 inhibitors for use in the methods provided herein include, but are not limited to. pembrolizumab, nivolumab. cemiplimab, spartalizumab (PDR001), camrelizumab (SHR1210). sintilimab (IBI308), tislelizurnab (BGB-A317), toripalimab (JS 001), dostarlimab (TSR-042, WBP-285), INCMGA00012 (MGA012), AMP-224, AMP-514, and the anti- PD-1 antibody as described in US 10,640,504 B2 (die “Anti-PD-1 Antibody A,” column 66, line 56 to column 67, line 24 and column 67, lines 54-57), which is incorporated herein by reference. In some cases, the PD-1 inhibitor is pembrolizumab. In some cases, the PD-1 inhibitor is the Anti-PD-1 Antibody A

[00141] PD-Li Inhibitors. In some cases, the compounds of the disclosure can be administered simultaneously, separately, or sequentially with an effective amount of a PD-LI inhibitor in any of die methods described herein. Exemplary PD-LI inhibitors for use in the methods provided herein include, but arc not limited to, atczolizumab, avclumab, durvalumab, ZKAB001, TG-1501, SHR- 1316, MSB2.311, MDX-1105, KN035, IMC-001 , HLX20, FAZ053, CS1001, CK-301, CBT-502, BGB-A333, BCD-135, and A167. In some cases, the PD-LI inhibitor is atezolizumab.

[00142] Pl 3K Inhibitors . In some cases, the compounds of the disclosure can be administered simultaneously, separately, or sequentially with an effective amount of a PI3K inhibitor in any of the methods described herein. Exemplary PI3K inhibitors for use in the methods provided herein include, but are not limited to, idelalisib, copanlisib, duvelisib, alpehsib, taselisib, perifosine, buparlisib, umbralisib, pictilisib, dactolisib, voxtalisib, sonolisib, tenalisib, serabelisib, acalisib, CUDC-907 (N- hydroxy-2-[[2-(6-inetboxypyridin-3-yl)-4-morpholin-4-ylthien o[3,2-d]pyriinidin-6-yl]iBethyl- methylamino]pyrimidinc-5-carboxamidc), ME-401 (N-[2-mcthyl-l-[2-(l-mcthylpipcridin-4- y llpheny l]propan-2-y 1] -4-(2-methy Isulfony Ibenzimidazol- 1 -y 1) -6-moipholin-4-y 1- 1,3,5 -triazin-2- amine), IPI-549 (2-amino-N-[(lS)-l-[8-[2-(l-methylpyrazol-4-y1)ethynyl]-i -oxo-2- plieiiylisoquinolin-3-yl]ethyl]pyrazolo[l,5-a]pyrimidine-3-c arboxamide), SF1126 ((2S)-2-[[(2S)-3- carboxy-2-[[2-[[(2S)-5-(diaminomediylideneatnino)-2-[[4-oxo- 4-[[4-(4-oxo-8-phenyichromen-2- yl)morpholin-4-iuin-4-yI]methoxy]butanoyljamino]pentanoyI]an iino]acelyl]amino]propanoyl] amino] - 3-hydroxypropanoate). XL147 (N-[3-(2,l,3-benzothiadiazol-5-ylammo)quinoxaliii-2-yl]-4- methylbenzenesulfonamide), GSK 1059615 ((5Z)-5-[(4-pyridin-4-ylquinoiin-6-yl)methylidene]-l,3- thiazolidine-2,4-dione), and AMG 319 (N-[(iS)-l-(7-fluoro-2-pyridin-2-ylquinolin-3-yl)ethyl]-7H- purin-6-amine).

[00143] PRMT5 Inhibitors. In some cases, the compounds of the disclosure can be administered simultaneously, separately, or sequentially with an effective amount of a PRMT5 inhibitor in any of the methods described herein. A PRMT5 inhibitor in a compound that inhibits protein arginine methyltransferase 5. The term “PRMT5 inhibitor’' includes MTA-cooperative PRMT5 inhibitors. Exemplary' PRMT5 inhibitors for use in the methods provided herein include, but are not limited to, pemrametostat (6-[(l-acetylpiperidin-4-yl)amino]-N-[(2S)-3-(3,4-dihydro-lH -isoquinolin-2-yl)-2- hydroxy'propyljpyrimidine-4-carboxatnide), GSK3203591 (2-(Cyclobutylamino)-N-[(2S)-3-(3,4- dihydro-2(!H)-isoquinolinyl)-2-hydropropyl]-4-pyridinecarbox amide dihydrochlonde)), LLY-283 ((R)-5'-phenyl-7-deazaadenosiiie; 6-amino-9-|(R)-5'-phenyl(ribofuranosyl)|-7-deazapurine, (2R,3R,4S,5R)-2-(4-Ainino-7H-pyn'olo[2,3-d]pyrimidin-7-yl)-5 -((R)- hydroxy(phenyl)methyl)tetrahydrofuran-3,4-diol), PRT 811, and MRTX1719 (2-(4-(4- (aminom ethyl)-l -oxo- 1 ,2-dihydrophthalazin-6-yl)-I -methyl -1 H-pyrazol-5-yl)-4-chloro-6- cyclopropoxy -3 -fluorobenzonitrile).

[00144] Ref Kinase Inhibitors . In some cases, the compounds of the disclosure can be administered simultaneously, separately, or sequentially with an effective amount of a Raf kinase inhibitor in any of the methods described herein. The term “RAF kinase” as used herein refers io a member of a mammalian serine/threonine kinases composed of three isoforms (C-Raf, B-Raf and A-Raf) and includes homodimers of each isoform as well as heterodimers between isoforms, e.g:, C-Raf/B-Raf heterodimers. Tire term “Raf kinase inhibitor” as used herein refers to a compound that is capable of negatively modulating or inhibiting all or a portion of the enzymatic activity of one or more member of the Raf family kinases, or is capable of disrupting Raf homodimer or heterodimer formation to inhibit activity. In some cases, the Raf kinase inhibitor includes, but is not limited to, encorafenib, sorafenib, lifirafenib, vemurafenib, dabrafenib, PLX-8394 (N-(3-(5-(2-cyclopropylpyrimidm-5-yl)- 3a,7a-dihydro-lH-pyrrolo[2,3-b]pyridine-3-carbonyl)-2,4-difl uorophenyl)-3-fluoropyrrolidine-l- sulfonamide), Raf-709 (N-(2-methyl-5,-morpholino-6’-((tetrahydro-2H-pyran-4-yl)o xy)-[3,3'- bipyridin]-5-yl)-3-(trifluorotnethyl)benzamide), LXH254 (N-(3-(2-(2-hydroxyethoxy)-6- morpliolmopyrsdin-4-yl)-4-methylphenyl)-2-(trifluororaethyl) isonicotinamsde), LY3009120 (1 -(3,3- dimethyIbutyT)-3-(2-fluoro-4-methyl-5-(7-methvI-2-(nieihylam ino)pyrido[2,3-d]pyrimidin-6- yl)phenyl)urea). Tak-632 (N-(7-cyano-6-(4-fluoro-3-(2-(3- (trifiuoromethyl)phenyi)acetamido)phenoxy)benzo[d]thiazol-2- yl)cyclopropanecarboxamide), CEP- 32.496 (l-(3-((6,7-diraethoxyqiiina2oJin-4-yl)oxy)pbenyl)-3-(5-(l.l .l-trifluoro-2-metbylpropan-2- yl)isoxazol-3-yl)urea), CCT196969 (l-(3-(tert-butyl)-l-phenyl-lH-pyrazol-5-yl)-3-(2-fluoro-4-( (3- oxo-3.4-dihydropyrido[2.3-b]pyrazin-8-yl)oxy)phenyi)urea), and R05126766 (N-[3-fluoro-4-[[4- methy 1-2 -oxo-7-(2-pyrimidinyloxy)-2H-l-benzopyran-3-yl]methyl]-2-pyr idinyl]-N '-methyl- sulfamide). In some cases, the Raf kinase inhibitor is encorafenib. In some cases, the Raf kinase inhibitor is sorafenib. In some cases, the Raf kinase inhibitor is lifirafenib.

[001451 SHP2 Inhibitors. In some cases, the compounds of the disclosure can be administered simultaneously, separately, or sequentially with an effective amount of a SHP2. inhibitor in any of the methods described herein. Exemplary SHP2 inhibitors for use in the methods provided herein include. but are not limited to, SHP-099 (6-(4-amino-4-methylpiperidin-l-yl)-3-(2,3-dichlorophenyl)py razin- 2-amine dihydrochloride), RMC-4550 ([3-[(3S,4S)-4-amino-3-methy!-2-oxa-8-azaspiro[4.5]decan-8- yl]-6-(2.3-dichlorophenyl)-5-methylpyrazin-2-yl]methanol), TNO155, (3S,4S)-8-[6-amino-5-(2- aminO’3-chloropyridin-4’yl)sulfanylpyrazin-2-yl]-3-methy l-2-oxa-8-azaspiro[4.5]decan-4-amtne), and RMC-4630 (Revolution Medicine; vociprotafib (RMC-4630; 6-[(2-amino-3-cbloro-4- pyridinyl)thio]-3-[(3S,4S)-4-amino-3-metliyl-2-oxa-8-azaspir o[4.5]dec-8-yl]-5-melltyl-2- pyrazinemethanol). In some cases, the SHP inhibitor for use in the methods provided herein is RMC- 4630 (vociprotafib, Revolution Medicine). In some cases, exemplary SHP2 inhibitors for use in the methods provided herein include, but are not limited to, 3-[(lR,3R)-l -amino-,3-methoxy-8- azaspiro[4.5]dec-8-yl]-6-(2,3-dichlorophenyl)-5-metliyl-2 -pyrazinemethanol (CAS 2172651 -08-8), 3- [(3S,4S)-4-araino-3-methyl-2-oxa-8-azaspiro[4.5]dec-8-yl]-6- [(2,3-dichlorophenyl)tliio]-5-methyl-2- pyrazinemetbanol (CAS 2172652-13-8), 3-^(35',4 _t S)-4-amino-3-methyl-2-oxa-8-azaspiro[4.5]dec-8- yl]-6-[[3-chloro-2-(3-hydroxy-l-azetidinyl)-4-pyridinyl]thio ]-5-methyl-2 -pyrazinemethanol (CAS 2172652-38-7), and 6-[(2-amino-3-chloro-4-pyridinyl)thio]-3-|(3S,4S)-4-amino-3- methyl-2-oxa-8- azaspiro[4.5|dec-8~yl]-5-methyl~2-pyrazineinethanol (CAS 2172652-48-9). In some cases, exemplary SHP2 inhibitors for use in the methods provided herein include, but are not limited to, l-[5-(2,3- dichlorophenyl)-6-methylimidazo[l,5-alpyrazin-8-yl]-4-metliy l-4-piperidinamme (CAS 2240981-75- 1), (lR)-8-[5-(2,3-dichlorophenyl)-6-methylimidazo[l,5-a]pyrazin -8-yl]-8-azaspiro[4.5]decan-l- amine (CAS 2240981-78-4), (3S.4S)-8-[7-(2.3-dichlorophenyl)-6-methylpyrazolo[l,5-a]pyr azin-4- yl]-3-methyl-2-oxa-8-azaspiro[4.5]decan-4-amine (CAS 2240982-45-8), (3S,4S)-8-[7-[(2-amino-3- chloro-4-pyridiny])thio]pyrazolo[l,5-a]pyraztn-4-y1]-3-methy 1-2-oxa-8-azaspiro[4.5JdecaB-4-aniine (CAS 2240982-57-2), 4-[(3S.4S)-4-amino-3-methyl-2-oxa-8-azaspiro[4.5]dec-8-yl]-7 -(2,3- dichlorophenyl)-6-methyI-pyrazolo[l .5 -a] pyrazine -2-m ethanol (CAS 2240982-69-6), 7-[(2-amino-3- chloro-4-pyridinyl)thio] -4-[(3 S.4S)-4~am ino-3 -methyl-2~oxa-8~azaspiro 14.5 ] dec -8-y l]-6-methy 1 - pyrazolo[l,5-a]pyrazine-2-methanol (CAS 2240982-73-2), and (3S,4S)-8-[7-[(2-amino-3-chloro-4- pyridinyl)thio]-6-methylpyrazolo[1.5-a]pyrazin-4-ylJ-3-methy l-2-oxa-8-azaspiro[4.5]decan-4-amine (CAS 2240982-77-6). In some cases, the SHP inhibitor for use in the methods provided herein is (lR)-8-[5-(2,3-dichlorophenyl)-6-methylimidazo[l,5-a]pyrazin -8-yl]-8-azaspiro[4.5]decan-l-amine (CAS 2240981-78-4). In some cases, exemplary SHP2 inhibitors for use in the methods provided herein include, but are not limited to 3-[(lR)-l-amino-8-azaspiro[4.5]dcc-8-yl]-6-(2,3- dichlorophenyl)-5-hydroxy-2-pyridinemethanol (CAS 2238840-54-3), 3-[(lR)-l-amino-8- azasprro[4.5]dec-8-yl]-6-[(2,3-dichlorophenyI)thio]-5-hydrox y-2-pyridrnemethanol (CAS 2238840- 56-5), 5-[(lR)-l-amino-8-azaspiro[4.5]dec-8-yl]-2-(2,3-diclilorophe nyl)-3-pyridinol (CAS 2238840- 58-7), 3-[(lR)-l-amino-8-azaspiro[4.5]dec-8-yl]-6-(2,3-dichlorophen yl)-5-methyl-2- pyridinemethanol (CAS 2238840-60-1), (lR)-8-[6-(2,3-dichlorophenyl)-5-methyl-3-pyridinyl]-8- azaspiro[4.5]decan-l-amine (CAS 2238840-62-3), 3-[(lR)-l-amino-8-azaspiro[4.5]dec-8-yl]-6-[(2,3- dichloropheny l)thio] -5-methy 1-2-py ridinemethanol (CAS 2238840-63 -4), ( 1 R)-8-[ 6- [(2,3 - dichlorophenyl)thio]-5-methyl-3-pyridinyl]-8-azaspiro[4.5]de can-l -amine (CAS 2238840-64-5), 5-(4- amino-4-methyl-l-piperidinyl)-2-[(2,3-dichIorophenyl)thio|-3 -pyridinol (CAS 2238840-65-6). 5- [(lR)-l-amino-8-azaspiro[4,5]dec-8-yl]-2-[(2,3-dichloropheny l)thio]-3-pyridinol (CAS 2238840-66- 7), 6-[(2-amino-3-chloro-4-pyridinyl)thioJ-3-[(3S,4S)-4-amitio-3 -methyl-2-oxa-8-azaspiro[4.5Jdec-8- yl]-5-hydroxy-2-pyridinemethanol (CAS 2238840-67-8), 3-(4-amino-4-methyl-l-piperidinyl)-6-(2,3- dichloroplienyl)-5-bydroxy-2-pyridiBemethanol (CAS 2238840-68-9), 3-[(3S.4S)-4-amino-3-metbyl- 2-oxa-8-azaspiro[4.5]dec-8-yl]-6-(2,3-dichlorophenyl)-5-meth yl-2-pyridinemetbanol (CAS 2238840- 69-0), 6-[(2-amino-3-chlorO“4-pyridinyl)thio]“3-[(3S,4S)-4-amin O“3-methyl-2-oxa-8- azaspiro[4.5]dec-8-yl]-5-methyl-2-pyridinemetbanol (CAS 2238840-70-3), 3-(4-amino-4-rnethyl-l- piperidinyl)-6-(2,3-dichlorophenyl)-5-methyl-2-pyridinemetha nol (CAS 2238840-71-4). 6-[(2-amino-

3-chloro-4~pyridmyl)thio]-3-(4-ammo-4~mcthyl~l-piperidiny l)-2-pyridinemeihanol (CAS 2238840- 72-5). 5-[(2-amino-3-chloro-4-pyridmyl)tluo]-2-[(3S,4S)-4-amino-3-i nethyl-2-oxa-8- azaspiro[4.5]dec-8-yl]-6-methyl-3-pyridineinethanol (CAS 2238840-73-6), 2-[(3S,4S)-4-amino-3- methyl-2-oxa-8-azaspiro[4.5]dec-8-yl]-5-(2,3-dichlorophenyl) -6-methyl-3-pyridinemethanol (CAS 2238840-74-7), 3-[(3S,4S)-4-amino-3-methyl-2-oxa-8-azaspiro[4.5]dec-8-yl]-6 -(2,3-dichlorophenyl)- 5-hydroxy -2 -pyridinemethanol (CAS 2238840-75-8), and 2-[(2-amino-3-cbloro-4-pyri<fyl)sulfanylJ-5- [(3S,4S)-4-amino-3- methyl-2-oxa-8-azaspiro[4.5]decan-8-yl]-6-(hydroxymethyl)pyr idin-3-ol. In some cases, the SHP inhibitor for use in the methods provided herein is 3-[(lR)-l-amino-8- azaspiro[4.5]dec-8-yl]-6-[(2,3-dichlorophenyl)thio]-5-hydrox y-2-pyridinemethanol (CAS 2238840- 56-5). In some cases, the SHP2 inhibitor for use in the methods provided herein is an inhibitor disclosed in US 10.590.090 B2. US 2020/017517 Al , US 2020/017511 Al, WO 2019/075265 Al, or WO 2021/142026, each of which is herewith incorporated by reference in its entirety.

[00146] SOSI Inhibitors. In some cases, the compounds of the disclosure can be administered simultaneously, separately, or sequentially with an effective amount of a SCSI inhibitor in any of the methods described herein. Exemplary' SOS1 inhibitors for use in the methods provided herein include, but are not limited to, Bl 3406 (N-[(lR)-l-[3-amino-5-(trifluoromethyl)phenyl]ethyl]-7-raeth oxy-2- methyl-6-[(3S)-oxolan-3-yl]oxyquinazolin-4-amine), Bl 1701963, AST-NS2102, MRTX-0902 ((R)- 2-methyl-3-(l-((4-metliyl-7-morpholinopyrido[3.4-djpyridazin -l-yl)amino)ethyl)benzonitrile), ERAS-9, RMC-5845, HM-99462, and GH-52.

[00147] Src Kinase Inhibitors. In some cases, the compounds of the disclosure can be administered simultaneously, separately, or sequentially with an effective amount of a Src kinase inhibitor in any of the methods described herein. The term “Src kinase" as used herein refers to a member of a mammalian nonreceptor tyrosine kinase family including: Src, Yes, Fyn, and Fgr (SrcA subfamily); Lek, Hck. Blk, and Lyn (SrcB subfamily), and Frk subfamily. The term “Src kinase inhibitor” as used herein refers to a compound that is capable of negatively modulating or inhibiting all or a portion of the enzymatic activity of one or more member of the Src kinases. Exemplary Src kinase inhibitors for use in the methods provided herein include, but are not limited to, dasatinib, ponatinib, vandetanib, bosutinib, saracatinib, KX2-391 (N-benzy l-2-(5-(4-(2-morpholinoethoxy)phenyl)pyridin-2- yl)acetamide), SU6656 ((Z)-N,N-dimethyl-2-oxo-3-((4,5,6.7-tetrahydro-lH-indol-2- yl)methylene)indoline-5-sulfonamide), PP 1 ( I -(tert-butyl)-3-(p-tolyl)-l H-pyrazolo[3,4-d]pyrim i d in - 4-amine), WH-4-023 (2,6-dimethylphenyl(2,4-dimethoxypbenyl)(2-((4-(4-methylpipe razin-l- yl)phenyl)amino)pyrimidin-4-yl)carbamate), and KX-01 (N-benzyl-2-(5-(4-(2- morpholinoethoxy )phcnyl)pyridin-2-yl)acctamide). In some cases, the Src kinase inhibitor is dasatinib. In some cases, the Src kinase inhibitor is saracatinib. In some cases, the Src kinase inhibitor is ponatinib. In some cases, the Src kinase inhibitor is vandetanib. In some cases, the Src kinase inhibitor is KX-01.

[00148] Chemotherapeutic Agents . In some cases, the compounds of the disclosure can be administered simultaneously, separately, or sequentially with an effective amount of one or more chemotherapeutic agents in any of the methods described herein. Exemplary chemotherapeutic agents for use in the methods provided herein include, but are not limited to, leucovorin calcium (calcium folinate), 5-fluorouracil, irinotecan, oxaliplatin, cisplatin, carboplatin, pcmctrcxcd, docetaxel, paclitaxel, gemcitabine, vinorelbine, chlorambucil, cyclophosphamide, and methotrexate.

DEFINITIONS AND GENERAL TERMINOLOGY

[00149] The following definitions are provided to assist in understanding the scope of this disclosure.

[00150] Unless otherwise indicated, all numbers expressing quantities of ingredients, reaction conditions, and so forth used in the specification or claims are to be understood as being modified in ail instances by the term '‘about.” Accordingly, unless indicated to the contrary, the numerical parameters set forth in the following specification and attached claims are approximations that may vary' depending upon the standard deviation found in their respective testing measurements.

[00151] As used herein, if any variable occurs more than one time in a chemical formula, its definition on each occurrence is independent of its definition at every other occurrence. If the chemical structure and chemical name conflict, the chemical structure is determinative of the identity of the compound.

STEREOISOMERS

[00152] The compounds of the present disclosure may contain, for example, double bonds, one or more asymmetric carbon atoms, and bonds with a hindered rotation, and therefore, may exist as stereoisomers, such as double-botid isomers (/.e., geometric isomers (E/Z)), enantiomers, diastereomers, and atropoisomers. Accordingly, the scope of the present disclosure is to be understood to encompass all possible stereoisomers of the illustrated compounds, including the stereoisomerically pure form (for example, geometrically pure, enantiomerically pure, diastereoinerically pure, and atropoisomerically pure) and stereoisomeric mixtures (for example, mixtures of geometric isomers, enantiomers, diastereomers, and atropoisomers, or mixture of any of the foregoing) of any chemical structures disclosed herein (in whole or in part), unless the stereochemistry is specifically identified. [00153] If the stereochemistry of a structure or a portion of a structure is not indicated with, for example, bold or dashed lines, the structure or portion of the structure is to be interpreted as encompassing all stereoisomers of the structure. If the stereochemistry’ of a structure or a portion of a structure is indicated with, for example, bold or dashed lines, the structure or portion of the structure is to be interpreted as encompassing only the stereoisomer indicated, unless otherwise noted. For Similarly, for example, the chemical name (4R)-4-medioxy-5-methyl-4,5,6,7-tetabydro-2H-isoindole represents (4R,5R)-4-metboxy-5- methyl-4,5,6,7-tetrahydro-2H-isoindole and (4R,5S)-4-methoxy -5-methy 1-4,5, 6,7-tetrahydro-2H- isoindole. A bond drawn w ith a waw line may be used to indicate that both stereoisomers are encompassed. This is not to be confused with a wavy line drawn perpendicular to a bond which indicates the point of attachment of a group to the rest of the molecule.

[00154] The term "stereoisomer” or “stereoisomerically pure" compound refers to one stereoisomer (for example, geometric isomer, enantiomer, diastereomer and atropoisomer) of a compound that is substantially free of other stereoisomers of that compound. For example, a stereoisomerically pure compound having one chiral center will be substantially free of the mirror image enantiomer of the compound and a stereoisomerically pure compound having two chiral centers will be substantially free of the other enantiomer and diastereomers of the compound. A typical stereoisomerically pure compound comprises greater than about 80% by weight of one stereoisomer of the compound and equal or less than about 20% by weight of other stereoisomers of the compound, greater than about 90% by weight of one stereoisomer of the compound and equal or less than about 10% by weight of the other stereoisomers of the compound, greater than about 95% by weight of one stereoisomer of the compound and equal or less than about 5% by weight of the other stereoisomers of the compound, or greater than about 97% by' weight of one stereoisomer of the compound and equal or less than about 3%> by weight of the other stereoisomers of the compound

[00155] This disclosure also encompasses the pharmaceutical compositions comprising stereoisomerically pure forms and the use of stereoisomerically pure forms of any compounds disclosed herein. Further, this disclosure also encompasses pharmaceutical compositions comprising mixtures of stereoisomers of any compounds disclosed herein and the use of said pharmaceutical compositions or mixtures of stereoisomers. These stereoisomers or mixtures thereof may be synthesized in accordance with methods well known in the art and methods disclosed herein. Mixtures of stereoisomers may be resolved using standard techniques, such as chiral columns or chiral resolving agents. See, for example, Jacques et al., Enantiomers, Racemates and Resolutions

(Wiley “Interscience, New York, 1981); Wilen et al., Tetrahedron 33:2725; Eliel, Stereochemistry of Carbon Compounds (McGraw-Hill. NY, 1962); and Wilen, Tables of Resolving Agents and Optical Resolutions, page 268 (Eliel, Ed.. Univ, of Notre Dame Press, Notre Dame, IN, 1972).

TAUTOMERS

|00156] As known by those skilled in the art, certain compounds disclosed herein may exist in one or more tautomeric forms. Because one chemical structure may only be used to represent one tautomeric form, it will be understood that for convenience, referral to a compound of a given . Similarly, for example, the chemical name (4R,5R)-4- methoxy-5-methyl-4,5.6.7-tetrahydro-lH-indazole represents (4R,5R)-4-methoxy-5-methy 1-4, 5,6,7- tetahydro-lH-itidazole and (4R,5R)-4-methoxy-5-methyl-4,5,6,7-tetrahydro-2H-indazole.

Accordingly, the scope of the instant disclosure is to be understood to encompass all tautomeric forms of the compounds disclosed herein.

ISOTOPICALLY -LABELED COMPOUNDS

[00157] Further, the scope of the present disclosure includes all pharmaceutically acceptable isotopically -labelled compounds of the compounds disclosed herein, wherein one or more atoms are replaced by atoms having tire same atomic number, but an atomic mass or mass number different from the atomic mass or mass number usually found in nature Examples of isotopes suitable for inclusion in the compounds disclosed herein include isotopes of hydrogen, such as ² H and ³ H, carbon, such as 1 ³ C, ¹³ C and ³⁴ C, chlorine, such as ^3S C1, fluorine, such as ³⁸ F, iodine, such as ^!23 I and ¹² T, nitrogen, such as ^,3 N and ¹⁵ N, oxygen, such as ^! 'O, ^{! 7} O and ¹⁸ O, phosphorus, such as ^3? P, and sulfur, such as 3 ⁵ S. Certain isotopically -labelled compounds of Formula I, for example, those incorporating a radioactive isotope, arc useful in drug and/or substrate tissue distribution studies. The radioactive isotopes tritium ( ³ H) and carbon-14 ( ^!4 C) are particularly useful for this purpose in view' of their ease of incorporation and ready means of detection. Substitution with isotopes such as deuterium ( ² H or D) may afford certain therapeutic advantages resulting from greater metabolic stability, for example, increased in vivo half-life or reduced dosage requirements, and hence may be advantageous in some circumstances. As such, the term “deuterated" refers to the substitution of one or more hydrogen atoms with one or more deuterium atoms on a particular structure or functional group. Substitution with positron emitting isotopes, such as ⁿ C, ¹⁸ F, ¹³ O and ¹³ N, can be useful in Positron Emission Topography (PET) studies, for example, for examining target occupancy. Isotopically -labelled compounds of the compounds disclosed herein can generally be prepared by conventional techniques known to those skilled in the art or by processes analogous to those described in the accompanying GENERAL SYNTHETIC PROCEDURES and EXAMPLES sections using an appropriate isotopically -labelled reagent in place of the non-labelied reagent previously employed.

DEFINITIONS

[00158] The following definitions are provided to assist in understanding the scope of this disclosure. Unless defined otherwise, all technical and scientific terms used herein have the same meaning as is commonly understood by one of ordinary skill in the art to which this disclosure belongs

[00159] For purposes of this disclosure, the chemical elements are identified in accordance with the Periodic Table of the Elements, CAS version, Handbook of Chemistry and Physics, 75th Ed.

Additionally, general principles of organic chemistry are described in Organic Chemistry, Thomas Sorrell. University Science Books, Sausalito: 1999, and March's Advanced Organic Chemistry', 5th Ed., Ed.: Smith, M. B. and March, J,, John Wiley & Sons, New York: 2001 , the entire contents of which are hereby incorporated by reference.

[00160] Unless otherwise indicated, the depictions of partial structures do not represent any particular orientation of the partial structure. For example, compounds of Formula (11) having includes compounds of Formula (II) depicted

[00161] As described herein, compounds described herein may optionally be substituted with one or more substituents, such as illustrated generally below, or as exemplified by particular classes, subclasses, and species described herein. It will be appreciated that the phrase "optionally substituted" is used interchangeably with the phrase "substituted or unsubstituted. " In general, the term "substituted," whether preceded by the term "optionally" or not. refers to the replacement of one or more hydrogen radicals in a given structure w ith the radical of a specified substituent. Unless otherwise indicated, an optionally substituted group may have a substituent at each substitutable position of the group. When more than one position in a given structure can be substituted with more than one substituent selected from a specified group, the substituent may be either the same or different at each position. When the term "optionally substituted" precedes a list, said term refers to all of the subsequent substitutable groups in that list. If a substituent radical or structure is not identified or defined as "optionally substituted", the substituent radical or structure is unsubstituted Unless otherwise indicated, the substituent is selected from deuterium, halo, oxo, carboxyl, CHO, NH?, amido, NOz, ester, thioester, Co-3alkyleneCN, Ci-calkyl, Ci-ghaloalkyl, Co-salkylene-OH, Co-jalkylene- Ci-ialkoxy, Co-salkylene-Ci-Jialoalkoxy, Co-aalkylene-C wthioalkoxy, Co-salkydene-Ci-.salkoxy, deuterated Cossalkylene-OCijalkoxy, amido, Co-ialkylene-cycloalkyl having 3-7 total ring atoms. Co- zalkylene-cycloalkenyi having 5-7 total ring atoms, Co-’alkylene-heterocycloalkyl having 3-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, Chalky lene-heterocycloalkenyl having 3- 7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, and Ccwalkylene-Cwoaryl.

[00162] Selection of substituents and combinations of substituents contemplated herein are those that result in the formation of stable or chemically feasible compounds The term "stable", as used herein, refers to compounds that are not substantially altered when subjected to conditions to allow for their production, detection, and, specifically, their recovery, purification, and use for one or more of the purposes disclosed herein, hi some cases, a stable compound or chemically feasible compound is one that is not substantially altered when kept at a temperature of 40 °C or less, in the absence of moisture or other chemically reactive conditions, for al least a week. Only those choices and combinations of substituents that result in a stable structure are contemplated. Such choices and combinations will be apparent to those of ordinary skill in the art and may be determined without undue experimentation.

[00163] The term “halo” or “halogen" refers to fluoro (-F), chloro (-Cl), bromo (-Br), or iodo (-1).

[00164] 'The term “oxo” refers to =0 For example, an oxo substituent on a cyclopentyl ring can be

O depicted as: 6 ' — < . For compounds having multiple occurrences of the same R group on a core structure (e.g.. the phrase “'wherein two geminal R groups together with the atom to which they are attached form an oxo group” refers in a =O group atached to a single atom (e.g., O

(J,

[00165] 'The term “ether” refers to an oxygen atom bonded to two alkyd or aryl groups (R-O-R). The term “ether bridge” refers to an ether group that forms a bridge on a ring, wherein the bridge has the indicated number of carbon atoms. For example, a Ci ether bridge ( ) on a cyclohexylene ring cyclohexylene ring can be depicted as, for example, .

[00166] The term “thioether" refers to a sulfur atom bonded to two alkyl or aryl groups (R-S-R).

The term "thioether bridge” refers to a thioether group that forms a bridge on a ring, wherein the

Y ^S XA bridge has the indicated number of carbon atoms. For example, a Ci thioether bridge ( ' ) on a cyclohexylene ring cyclohexylene ring can be depicted as, for example, [00167] The term “alkyl” refers to a saturated straight or branched chain hydrocarbon containing the indicated number of carbon atoms. For example, Chalky 1 means the alkyl group has 3 carbon atoms.

Cj-ealkyl refers to an alkyd group having a number of carbon atoms encompassing the entire range

(e.g., 1, 2, 3, 4, 5, or 6 carbon atoms), as well as encompassing all subgroups (e.g., 1-2, 1-3, 1-4, 1-5, 1-6. 2-3, 2-4, 2-5, 2-6, 3-4, 3-5, 3-6, 4-5, 4-6, and 5-6 carbon atoms). Nonlimiting examples of alkyl groups include methyl, ethyl, n-propyl, isopropyl, w-butyl, sec -butyl, isobutyl, tert-butyl, pentyl, and hexyl.

[00168] The term “alkenyl” refers to a straight or branched chain hydrocarbon containing the indicated number of carbon atoms and one or more double bonds. For example, Cjalkcnyl means the alkenyl group has 3 carbon atoms. Ctysalkeny 1 refers to an alkenyl group having a number of carbon atoms encompassing the entire range (e.g., 2, 3, 4, 5. or 6 carbon atoms), as well as encompassing all subgroups (e.g., 2-3, 2-4. 2.-5, 2.-6, 3-4, 3-5, 3-6, 4-5, 4-6, and 5-6 carbon atoms). Id on limiting examples of alkenyl groups include ethenyl. 1 -propenyl, 2 -propenyl, and butenyl.

[00169] The term “alkynyl” refers to a straight or branched chain hydrocarbon containing the indicated number of carbon atoms and one or more triple bonds. For example, Cjalkynyl means the alkynyl group has 3 carbon atoms. Cz-ealkynyl refers to an alkynyl group having a number of carbon atoms encompassing the entire range (e g., 2, 3, 4, 5, and 6 carbon atoms), as well as encompassing all subgroups (e.g., 2-3, 2-4, 2-5, 2-6, 3-4, 3-5, 3-6, 4-5, 4-6, and 5-6 carbon atoms). Nonlimiting examples of alkynyl groups include ethynyl, 1-propy nyl. 2-propynyl, and butynyl.

[00170] The term “alkylene” refers to a bivalent saturated aliphatic radical containing the indicated number of carbon atoms. For example, Cjalkylene means the alkylene group has 3 carbon atoms. Cj. ₆ alkylene refers to an alkylene group having a number of carbon atoms encompassing the entire range (e.g., 1, 2, 3. 4, 5, or 6 carbon atoms), as well as encompassing all subgroups (e.g.. 1-2, 1-3, 1-4, 1-5, 1-6, 2-3, 2-4, 2-5, 2-6, 3-4, 3-5, 3-6, 4-5, 4-6, and 5-6 carbon atoms). When the number of carbon atoms in an alkylene group is indicated as “Co,” then tire alkydene group is not present and the recited substituent is directly attached to the rest of the compound. For example, the term Ctyt.alkylcnc-OH indicates that the OH group can be directly attached to the compound or through a C ^alkylene linker.

[00171] The Semi “alkylene bridge” refers to an alkylene group that forms a bridge on a ring, wherein the bridge has the indicated number of carbon atoms For example, a Cjalkylene bridge ( j _{on a} cyclohexylene ring can be depicted as. for example. bridge ( ) on a cyclohexylene ring can be depicted as, for example.

Cjalkylene bridge ( ) on a cyclohexylene ring can be depicted as. for example,

Additional examples of rings having a C _t.2 alkylene bridge are

[00172] The term ‘•alkenylene” refers to a bivalent straight or branched chain hydrocarbon chain containing the indicated number of carbon atoms and one or more double bonds For example, C ₃ alkenylene means the alkenylene group has 3 carbon atoms. Ci^alkenylene refers to an alkenylene group having a number of carbort atoms encompassing the entire range (e.g., 1 , 2, 3, 4. 5, or 6 carbon atoms), as well as encompassing all subgroups (e.g., 1 -2, 1-3. 1-4, 1-5, 1-6, 2-3, 2-4, 2-5, 2-6, 3-4, 3- 5, 3-6, 4-5, 4-6, and 5-6 carbon atoms)

[00173] The term “alkenylene bridge” refers to an alkenylene group that forms a bridge on a ring. wherein the bridge has the indicated number of carbon atoms. A C2alkenylene bridge ( y y g p . p ,

[00174] The term “heteroatom,'’ unless otherwise stated herein, refers to an atom that is not carbon or hydrogen. Examples of heteroatoms include oxygen, sulfur, nitrogen, or phosphorus.

[00175] The term “haloalky 1" refers to an alkyl group, as previously defined herein, in which one or more of the hydrogen atoms is replaced by a halogen. The halogen is independently selected at each occurrence. The term includes perfluorinated alkyl groups, such as CF ₃ and CF ₂ CF ₃ . For example, the term “C whaloalky T refers to a Ci->alkyl as defined herein, wherein one or more hydrogen atoms are substituted with a halogen. Representative examples of Ci-jhaloalkyl include, but are not limited to, CH ₂ F. CHF ₂ , CF ₃ , CHFC1, CH ₂ CF ₃ , CFHCF ₃ , CF ₂ CF ₃ , CH(CF ₃ ) ₂ , CF(CHF ₂ ) ₂ , and CH(CH ₂ F)(CF ₃ ). [00176] The term ‘"heteroalkylene” refers to an alkylene group containing one or more heteroatoms (e.g., one or more of N, O, and S) at one or more of the heteroalkylene's points of attachment (e.g., - OCH2CH2O- or -OCH2CH2-) or between two carbon atoms (e.g., ether), or a combination thereof. A heteroalkylene contains tire indicated number of total atoms (i.e., the stun of the carbon atoms and heteroatoms in the chain). Where a range is indicated, all members of that range and all subgroups within that range are envisioned. For example, a heteroalkylene having 2-6 total atoms and 1 , 2, or 3 heteroatoms independently selected from O and S includes heteroalkylene groups having 2, 3, 4, 5, or 6 total atoms in the heteroalkylene chain (or any combination of the foregoing), as well as all subgroups of total atoms in the indicated range (e.g.. 2-3, 2-4, 2-5, 2-6, 3-4, 3-5, 3-6, 4-5, 4-6, or 5-6 total atoms, or any combination of the foregoing ranges), wherein 1 , 2, or 3 (or any combination of the foregoing) of the total atoms in the chain are heteroatoms, as well as all subgroups in the indicated range (e.g., 1-2, 1-3. or 2-3 heteroatoms, or any combination of the foregoing). Thus, a heteroalkylene having 5-7 total atoms and 1-3 heteroatoms independently' selected from N, O, and S encompasses moieties containing, for example, 4 carbon atoms and 1 heteroatom, 3 carbon atoms and 2 heteroatoms. 2 carbon atoms and 3 heteroatoms, 5 carbon atoms and 1 heteroatom. 4 carbon atoms and 2 heteroatoms. 3 carbon atoms and 3 heteroatoms, 6 carbon atoms and I heteroatom. 5 carbon atoms and 2 heteroatoms. and 4 carbon atoms and 3 heteroatoms, wherein each heteroatom of the foregoing independently is selected from N, O, and S. Nonlimiting examples of heteroalkylene groups include -O(CH ₂ )2O-.

[00177] The term "heteroalkenylene” refers to an aikenyJene group containing one or more heteroatoms (e.g.. one or more of N. O, and S) at one or more of the heteroalkenylene’s points of atachment, between two carbon atoms, or a combination thereof A heteroalkenylene contains the indicated number of total atoms (i.e., the sum of the carbon atoms and heleroatoms in the chain). Where a range is indicated, ail members of that range and all subgroups within that range are envisioned. For example, a heteroalkenylene having 4-6 total atoms and 1 or 2 heteroatoms independently selected from O and S includes heteroalkenylene groups having 4, 5, or 6 total atoms in the heteroalkenylene chain (or any combination of the foregoing), as well as all subgroups of total atoms in the indicated range (e.g.. 4-5, 4-6, or 5-6 total atoms, or any combination of the foregoing ranges), wherein 1 or 2 of the total atoms in the chain are heteroatoms. Thus, a heteroalkenylene having 5-7 total atoms and 1-3 heteroatoms independently selected from N, O, and S encompasses moieties containing, for example, 4 carbon atoms and 1 heteroatom, 3 carbon atoms and 2 heteroatoms, 2 carbon atoms and 3 heteroatoms, 5 carbon atoms and 1 heteroatom, 4 carbon atoms and 2 heteroatoms, 3 carbon atoms and 3 heteroatoms, 6 carbon atoms and 1 heteroatom, 5 carbon atoms and 2 heteroatoms, and 4 carbon atoms and 3 heteroatoms, wherein each heteroatom of the foregoing independently is selected from N, O, and S. [00178] The term ‘'alkoxy” refers to an alkyl group, as prev iously defined herein, attached to the molecule through an oxygen atom (e.g., -O-alkyl). Nonlimiting examples of alkyl groups include methoxy, ethoxy, propoxy, iso-propoxy, and butoxy

[00179] The terms “thioalky I” and “ thioalkoxy” are interchangeable and refer to an alkyl group, as previously defined herein, attached to the molecule through a sulfur atom (e.g., -S-alkyl).

[00180] The term "haloalkoxy’’ refers to an alkoxyl group, as previously defined herein, in which one or more of the hydrogen atoms is replaced by a halogen. The term includes perfluorinated alkyl groups, such as OCF3 and OCF2CF3. Representative examples of Cwhaloalkoxy include, but are not limited to, OCH2F. OCHFj. OCFj, OCHFC1. OCH2CF3, OCFHCFj. OCF2CF3. OCH(CF ₃ ) ₂ ,

[00181] The term “cycloalkyT’ refers to an aliphatic cyclic hydrocarbon group containing the indicated number of carbon atoms in its ring. For example. Cscycloalkyl refers to a cycloalkyl group that has 5 carbon atoms in the ring. Cj-rcycloalkyl refers to cycloalkyl group having a number of carbon atoms encompassing the entire range (e.g., 3, 4, 5, 6, and 7 carbon atoms in the ring), as well as encompassing all subgroups (e.g., 3-4, 3-5. 3-6. 3-7. 4-5, 4-6, 4-7, 5-6, 5-7. and 6-7 carbon atoms in the ring). Nonlimiting examples of cycloalkyl groups include cyclopropyl, cyclobutyl, cyclopentyl, and cyclohexyl. The term “spiro-cycloalkyl” refers to a cycloalkyd group as previously defined herein that is attached to the compound through one common atom For example, a methylpiperidine ring

CH ₃ that has a spiro-cyclopropyl group as a substituent can be depicted as: . The terms “fused cycloalkyl ring” or “fused-cycloalkyl” can be used interchangeably and refer to a cycloalkyd group, as previously defined herein, that shares two vicinal atoms (i.e., one covalent bond) with the compound to which it is atached. For example, a metbylpipcridine ring that has a fused cyclopropyl group as a

CH, substituent can be depicted as:

[00182] The term "cycloalkenyl” refers to a cyclic hydrocarbon group containing the indicated number of carbon atoms in its t ing and one or more double bonds. For example, Cscycioalkenyl refers to a cycloalkenyl group that has 5 carbon atoms in the ring. Csv-cycloalkenyl refers to cycloalkenyl group having a number of carbon atoms encompassing the entire range (e.g.. 5, 6, and 7 carbon atoms in the ring), as well as encompassing all subgroups (e g , 5-6. .5-7. and 6-7 carbon atoms in the ring). Nonlimiting examples of cycloalkyl groups include cyclopentenyl, and cyclohexenyl.

[00183] The term "heterocycloalkyl" refers to a saturated ring comprising carbon and 1 , 2, or 3 heteroatoms, and having the indicated number of total ring atoms (the sum of carbon atoms and heteroatoms in the ring). For example, a heterocycloalkyl har ing 5 total atoms and 2 heteroatoms selected from N and S, refers to a ring har ing 3 carbon atoms and 2 heteroatoms, wherein each heteroatom of the ring independently is N or S. As another example, a heterocycloalkyl having 5-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S refers to a ring having a total number of ring atoms in the indicated range (e.g., 5, 6. or 7 total atoms), as well as encompassing all subgroups (e.g., 5-6 or 6-7 total ring atoms), wherein 1, 2, or 3 of the atoms in the ring are heteroatoms and each heteroatom is independently selected from N, O, and S. Thus, heterocycloalkyl having 5-7 total ring atoms and 1 -3 heteroatoms selected from N, O, and S encompasses rings containing, for example, 4 carbon atoms and 1 heteroatom. 3 carbon atoms and 2 heteroatoms, 2 carbon atoms and 3 heteroatoms, 5 carbon atoms and 1 beteroatom, 4 carbon atoms and 2 heteroatoms, 3 carbon atoms and 3 heteroatoms, 6 carbon atoms and 1 heteroatom. 5 carbon atoms and 2 heteroatoms, and 4 carbon atoms and 3 heteroatoms, wherein each heteroatom of the foregoing is independently selected from N, O, and S. Nonlimiting examples of heterocycloalkyl groups include but are not limited to aziridinyl, azetidinyl, oxetanyl, pyrrohdinyl, pyrazolidinyl, imidazolidmyl. oxazolidinyl, isoxazolidinyl, thiazolidinyl. isothiazolidinyl. tetrahydrofuranyl, tetrahydrothiophenyl, piperidinyl, piperazinyl, tetrahydropyranyl, morpholinyl, azepanyl, diazepanyl, triazepanyl, oxazepanyl, azocanyl, diazocanyl, triazocanyl. oxazocanyl. thiazepanyl. and thiazocanyl. The term “spiro-heterocycloalkyl” refers to a heterocycloalkyl group as previously defined herein that is attached to the compound through one common atom. For example, a methylpiperidine ring that has a CH ₃ Q- spiro-oxetanyl group as a substituent can be depicted as: F-O The term “fused- helerocycloalkyf’ refers to a helerocycloalkyl group as previously defined herein that shares two vicinal atoms (i.e., one covalent bond) with the compound to which it is attached. For example, a CH ₃ methylpiperidine ring that has a fused-azetidinyl group as a substituent can be depicted as:

[00184] The term “heterocycloalkenyl" is defined similarly to '‘heterocycloalkyF except that lire ring contains one or more carbon -carbon double bonds.

[00185] The Semi “aryl" refers to an aromatic, carbocylic ring having the indicated number of carbon ring atoms. For example, CTaryl refers to an ary l group that has 6 carbon atoms in the ring (e.g., phenyl). Ary l groups can be isolated (e.g., phenyl) or fused to another aryl group (e.g., naphthyl or anthracenvl). [00186] The term “heteroaryl” refers to an aromatic ring comprising carbon and 1 , 2, or 3 heteroatoms, and having the indicated number of total ring atoms (the sum of carbon atoms and heteroatoms in the ring). For example, a heteroaryl group having 5 total atoms and 2 heteroatoms selected from N and S, refers to an aromatic ring having 3 carbon atoms and 2 heteroatoms, wherein each beteroatom of the ring independently is N or S. As another example, a heteroaryl having 5-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S refers to an aromatic ring having a total number of ring atoms in the indicated range (e.g., 5, 6. or 7 total atoms), as well as encompassing all subgroups (e.g., 5-6 or 6-7 total ring atoms), wherein J, 2, or 3 of the atoms in the ring are heteroatoms and each heteroatom is independently selected from N, O, and S. Thus, heteroaryl having 5-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S encompasses rings containing, for example, 4 carbon atoms and 1 heteroatom, 3 carbon atoms and 2 heteroatoms, 2 carbon atoms and 3 heteroatoms, 5 carbon atoms and 1 heteroatom, 4 carbon atoms and 2 heteroatoms, 3 carbon atoms and 3 heteroatoms. 6 carbon atoms and 1 heteroatom, 5 carbon atoms and 2 heteroatoms, and 4 carbon atoms and 3 heteroatoms, wherein each heteroatom of the foregoing is independently selected from N, O. and S. Nonlimiting examples of heteroaryl groups include but are not limited to furanyl. imidazolyl, isothiazolyl, isoxazolyl, oxadiazolyl. oxazolyl, pyrazolyl, pyrrolyl. thiadiazolyl, thiazolyl, thiophenyl, tetrazolyl, triazinyl. triazolyl, pyridyl, pyridazinyl, pyrazinyl, pyrimidinyl, benzofuranyl, benzimidazolyl, benzoisoxazolyl, benzopyranyl, benzothiadiazolyl, benzothiazolyl, benzothienyl, benzothiophenyl, benzotriazolyl, benzoxazolyl, furopyndyl, imidazopyridinyl, imidazothiazolyl, indolizinyl, indolyl, indazolyl, isobenzofuranyl, isobenzothienyl, isoindolyl. isoquinolinyl, isothiazolyl, naphthyridinvl, oxazolopyridinyl. phthalazinyl, pteridinyl, purinyl, pyridopyridyl, pyrrolopyridyl, quinolinyl, quinoxalinyl, quiazolinyl, thiadiazolopy rimidyl, and thienopyridyl.

[00187] The term “bicyclic ring” refers a functional group that comprises two joined rings. Unless otherwise indicated, the bicyclic ring may be spirocyclic. in which the two rings share a single atom (e.g., a quaternary carbon atom), fused, in which the two rings share two vicinal atoms (i.e. one covalent bond), or bridged, in which to rings share three or more atoms and contain a bridge having at least one atom.

[801881 The terms -protecting group'’ and “protective group” as used herein, are interchangeable and refer to an agent used to temporarily block one or more desired functional groups in a compound with multiple reactive sites. In some cases, a protecting group has one or more, or specifically all, of the following characteristics: (a) is added selectively io a functional group in good yield to give a protected substrate that is (b) stable to reactions occurring at one or more of the other reactive sites; and (c) is selectively removable in good yield by reagents that do not attack the regenerated, deprotected functional group. As would be understood by one skilled in the art, in some cases, the reagents do not attack other reactive groups in the compound. In other cases, the reagents may also react with other reactive groups in the compound. Examples of protecting groups are detailed in Greene, T. W., Wuts, P. G in “Protective Groups in Organic Synthesis”, Third Edition, John Wiley & Sons, New York: 1999 (and other editions of the book), the entire contents of which are hereby incorporated by reference. The term “nitrogen protecting group”, as used herein, refers to an agent used to temporarily block one or more desired nitrogen reactive sites in a multifunctional compound. In some cases, nitrogen protecting groups also possess the characteristics exemplified for a protecting group above, and certain exemplary' n itrogen protecting groups are also detailed in Chapter 7 in Greene, T. W„ Wuts, P. G in “Protective Groups in Organic Synthesis”, Third Edition, John Wiley & Sons, New York: 1999, the entire contents of which are hereby incorporated by reference.

[00189] The term "bond" indicates that a specified functional group is absent.

[00190] ’The term “geminal” refers to substituents that are attached to the same atom. Geminal R groups on a chain and ring can be depicted as: respectively.

[00191] The terms “adjacent” and “vicinal” are interchangeable and refer to substituents that are attached to adjacent atoms along a chain or within a ring. Vicinal and adjacent R groups along a chain and within a ring can be depicted a , respectively.

[00192] The terms “non-neighboring” and “non-adjacent” are interchangeable and refer to substituents that are atached to atoms along a chain or within a ring that are not attached to adjacent atoms and that are not geminal Non-neighboring R groups along a chain and within a ring can be

[00193] The term “pharmaceutically acceptable” as used herein refers io a composition or a component of a composition that is generally safe, non-toxic, and neither biologically nor otherwise undesirable.

[00194] The term "pharmaceutically acceptable salt” as used herein refers to a salt of a compound that is pharmaceutically acceptable and that possesses the desired pharmacological activity of the parent compound. Such salts include: (1 ) acid addition salts, formed with inorganic acids such as hydrochloric acid, hydrobromic acid, sulfuric acid, nitric acid, phosphoric acid, and the like: or formed with organic acids such as acetic acid, propionic acid, hexanoic acid, cyclopemanepropiomc acid, glycolic acid, pyruvic acid, lactic acid, malonic acid, succinic acid, malic acid, maleic acid, fumaric acid, tartaric acid, citric acid, benzoic acid, 3 -(4-hydroxy benzoy l) benzoic acid, cinnamic acid, mandelic acid, methanesulfonic acid, and the like; or (2) salts formed when an acidic proton present in the parent compound either is replaced by a metal ion, for example, an alkali metal ion, an alkaline earth ion, or an aluminum ion; or coordinates with an organic base such as ethanolamine, diethanolamine, triethanolamine, N -methylglucamine, dicyclohexylamine, and the like. Additional examples of such salts can be found in Berge ef al., J. Pharm. Sci. 66(1): 1-19 (1977). See also Stahl ei al., Pharmaceutical Salts: Properties, Selection, and Use, 2 ^nd Revised Edition (2011).

[00195] The term “pharmaceutically acceptable excipient” as used herein refers to a broad range of ingredients that may be combined with a compound or salt disclosed herein to prepare a pharmaceutical composition or formulation. Typically, excipients include, but are not limited to, diluents, colorants, vehicles, anti-adherants, glidants, disintegrants, flavoring agetits, coatings, binders, sweeteners, lubricants, sorbents, preservatives, and the like.

[00196] The terms “subject” and “patient” as used herein are interchangeable and refer to humans and mammals, including, but not limited to, primates, cows, sheep, goats, horses, dogs, cats, rabbits, rats, and mice. In some cases, the subject is human.

[00197] The term “therapeutically effective amount" as used herein refers to that amount of a compound disclosed herein that will elicit the biological or medical response of a tissue, a system, or subject that is being sought by a researcher, veterinarian, medical doctor or other clinician

[00198] The term “metastatic"’ refers to a cancer that has spread from the place where it first formed to another part of the body The term non-metastatic refers to a cancer that has not spread from the place where it first formed to another part of the body

[00199] Hie term ‘'coupled exchange assay’" or “2h coupled exchange assay” as used herein refers to the assay described in the Section entitled “BIOLOGICAL EVALUATION.”

GENERAL SYNTHETIC PROCEDURES

[00200] The compounds provided herein can be synthesized according to the procedures described in this and the following sections The synthetic methods described herein arc merely exemplary ¹ , and the compounds disclosed herein may also be synthesized by alternate routes utilizing alternative synthetic strategies, as appreciated by persons of ordinary skill in the art. It should be appreciated that the general synthetic procedures and specific examples provided herein are illustrative only and should not be construed as limiting the scope of the present disclosure in any manner.

[00201] Generally, the compounds of Formula (II) can be synthesized according to the following schemes. Variables used in the following schemes are the variables as defined for Formula (II), unless otherwise noted. AH starting materials are either commercially available, for example, from Merck Sigma-Aldrich Inc., Fluorochem Ltd., and Enamine Ltd. or known in the art and may be synthesized by employing known procedures using ordinaiy skill. Starting materials may also be synthesized via the procedures disclosed herein. Suitable reaction conditions, such as solvent, reaction temperature, and reagents, for the Schemes discussed in this section, may be found in the examples provided herein. The abbreviation PG refers to a protecting group, as defined herein in the DEFINITIONS AND GENERAL TERMINOLOGY section. In the scheme below, each PG can be the same as or different from another PG in the compound, so long as each protecting group can be selectively removed.

[00202] In general, the compounds of Formula (II) can be sy nthesized according to Scheme 1, below.

Scheme 1

Scheme 1

1. Deprotection of azetidine [H ⁺ ]

2. Nucleophilic aromatic

Z-haio substitution

B

Formula (i! [00203] A nitrogen-protected, piperazine linker portion of Formula can be synthesized by reacting a desired alkene-substituted, nitrogen-protected, 3-azetidinone with a desired, nitrogen-protected piperazine in the presence of an appropriate reducing reagent, such as a borohydride reagent, in a reductive amination reaction. A desired, alkene-substituted, halogenated ary 1/hctcroatyl core: can be synthesized by performing a palladium-catalyzed cross-coupling reaction , wherein each of halo i and halo? is a halogen, and a desired, allyl boronic acid compound: . The nitrogen-protected linker portion of Formula hilic aromatic substitution reaction in the presence of an appropriate base to form a di-alkenyl portion of the compound of Formula . The resulting compound can undergo an olefin metathesis reaction, using for example, Grubb’s catalyst, to form the middle portion of Formula (II) having an alkene tether:

[00204] Variable Z can be synthesized by. for example, starting with a desired, optionally substituted, phenyl, heteroary l, or bicyclic ring, and optionally attaching additional desired substituents to the ring through common techniques known to one skilled in the art. Z-halo can be prepared for coupling by halogenating the phenyl, heteroaryl, or bicyclic ring of Z using, for example, a suitable iodination reagent (e g . N-iodosuccinimide). brommation reagent (e.g.. CBr ₄ ), or chlorination reagent (e.g., (CCbh), optionally in the presence of a suitable base. The tail portion of Formula (IT) can be synthesized by reacting a desired halogenated variable Z ("’Z-halo”) with a desired organoboron-functionalized variable X that comprises a protected nitrogen atom (“B-X(N-PG)”) in a palladium -catalyzed coupling reaction to form the Z-X(N-P( 3) tail portion of Formula (IT). When Y of Formula (IT) is other than N, then the double bond that results from the coupling reaction can optionally be reduced to a single bond.

100205] The Z-X(N-PG) tail portion of Formula (IT) can be coupled to the middle portion of Formula (II) by deprotecting the nitrogen atom of variable X in Z-X(N-PG) to form Z-X(NH). and performing a nucleophilic aromatic substitution with the middle portion of Formula (IT) and an appropriate base in a nucleophilic aromatic substitution reaction to form: some cases, the tail portion of Formula (II) can be installed via a palladium-catalyzed amination reaction, such as the Bucitwaid reaction.

[00206] The double bond of the tether can be functionalized to form the compounds of Formula (IT).

For example, the double bond of the tether can be reduced to a saturated hydrocarbon using a reducing agent, such as Pd/C. Alternatively, the double bond of the tether can be reacted with an allylic oxidizing agent, such as SeOz, to result in an allylic alcohol. The allylic alcohol can be further oxidized to form an a,P-unsaturated carbonyl (e.g., under Dess-Martin oxidation conditions) The carbon of the a, fl-unsaturated carbonyl can undergo difluorination to form an allylic geminal difluoride. The double bond of either the a,P-unsaturated carbonyl or the allylic geminal difiuoride can be reduced via a suitable reducing agent to form a tether substituted with a ketone or geminal difluoride, respectively. An alcohol-substituted tether can be formed by subjecting the double bond of the tether to a halogenating agent and an alcohol (e.g., such as N-bromosuccinimide and AcOH) to form a vicinal alkoxyhalide, which can then be epoxidized using a suitable base (e.g., NaOMe), and then reduced (e.g,. using Pd/C) to form the alcohol. The alcohol-substituted tether can be oxidized (e.g,, using Dess-Martins oxidation conditions) to a ketone, which can then be difluorinated using an organosulfur fluorinating agent, such as diethylaminosulfur trifluoride (DAST).

[00207] The Michael acceptor can be installed on the compound by deprotecting the nitrogen atom of the piperazine ring in the presence of an acid, such as TFA, and reacting the deprotected piperazine ring with a desired halogenated a,p-uiisaturated ketone, such as acryloyl chloride to form the compound of Formula (II) having an alkene tether.

[00208] Compounds of Formula (II) having a tether substituted with a methylene group (^CHi) can be synthesized similarly to the general procedure described herein for compounds having an alkene tether, except that the tether can be formed via a palladium catalyzed cross-coupling of the nitrogen- protected linker portion of Formula ( the ary l halide of the core halogenated, aryl/heteroaryl core: s shown in Scheme 2, below.

Scheme 2 [00209] Compounds of Formula (II) having an ether tether can be synthesized similarly to the general procedure described herein for compounds having an alkene tether, except that the tether can be formed by installing an alkylene-OMe group on the azetidine of the nitrogen-protected, linker portion of Formula (II), and coupling the resulting intermediate to a desired core: .

The alkylene can then be demethylated, coupled to chloroacetic acid, and cyclized to the core to form an ether linker, as shown in Scheme 3.

Scheme 3

[00210] Compounds of Formula (I) can be synthesized similarly to the general procedures described herein for Formula (II).

[00211] As can be appreciated by the skilled artisan, the above synthetic scheme and representative examples are not intended to comprise a comprehensive list of all means by which the compounds described and claimed in this application may be synthesized. Further methods will be evident to those of ordinary skill in the art. Additionally, the various synthetic steps described above may be performed in an alternate sequence or order to give the desired compounds. [00212] Purification methods for the compounds described herein are known in the art and include, for example, crystallization, chromatography (for example, liquid, gas phase, and supercritical fluid), extraction, distillation, trituration, and reverse phase HPLC.

Intermediates

[00213] The disclosure further encompasses intermediate compounds, including structures produced from the synthetic procedures described, whether isolated or generated m-situ and not isolated, prior to obtaining the finally desired compound. These intermediates are included in the scope of this disclosure.

[00214] Provided herein are intermediates of Formula Formula (Int-AB): pharmaceutically acceptable salts of the foregoing; wherein Q is F, CI. Br. I, or an organoborane (e.g.. a pinacolborane) and each of R ^ZA and R ^ZB independently is as defined herein for the of the heteroaryl group of Z in the COMPOUNDS OF FORMULA (II) section. In some cases, provided herein are intermediates of

Formula , Formula Formula (hit- and pharmaceutically acceptable salts of the foregoing. In some cases, provided herein is an intermediate of Formula pharmaceutically acceptable salt thereof. In _Z RB M i N some cases, provided herein is an intermediate of Formula (Itti-AF): S-./ , _{or a} pharmaceutically acceptable salt thereof. In some cases, provided herein is an intermediate of Formula pharmaceutically acceptable salt thereof. In some cases, provided herein is an intermediate of Formula pharmaceutically acceptable salt thereof. In some cases, each of R ^zA and R ^ZB independently is halo, CN, Ci-salkyl, Ci^haloalkyl. C2-t.alkenyl, C2- ehaloalkenyl, Ce-ealkylene-OH, Co-salkylene-Ci-.ialkoxy, Cn^alkylene-N(R ^S! )2. Co-jalkylene-Cj- ecycloalkyl, Co-zalkylene-heterocycloalkyl having 3-6 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or Chalky lene-phenyl; wherein each of the Cj^alkyl, Cb-salkenyl. C<«alkylene-Ci- jalkoxy, cycloalkyl, heterocycloalkyl, and phenyl substituents independently is unsubstituted or substituted with 1-3 further substituents, and each further substituent independently is D, halo, Ci- ₃ alkyl, Cj.jhaloalkyl, CwalkyleneOH, C^alkylene-Ci-jaikoxy, C [.deuterated alkoxy, N(R ^{N i} ) ₂ , (C=O)Ci-3alkyl, Ca-jcycloalkyl, hctcrocycloalkyl having 3-5 total ring atoms and 1 or 2 hctcroatoms selected from N, O, and S; or two geminal further substituents, together with the atom to which they are attached, form spiro-Cs-scycloalkyl, or spiro-heterocycloalkyl having 3-5 total ring atoms and I or 2 heteroatoms selected from N, O, and S; or two vicinal further substituents, together with the atoms to which they are attached, form fused-Cj-scycloalkyl or fused-heterocycloalkyl having 3-5 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S: wherein each of the foregoing cycloalkyl and heterocycloalkyl further substituents independently is tinsubstituted or substituted with I or 2 substituents, and each substituent independently is halo or Ci-salkyl. In some cases, R ^ZA is CH?; and Contemplated examples of intermediates of Formulae

Int-AA to Int-AJ are listed in Table INT-A, and pharmaceutically acceptable salts thereof.

Table INT-A pharmaceutically acceptable salts thereof.

Table INT-A' [00216] Further provided herein are intermediates of Formula (Int-B): nitrogen- protected analogs thereof (e.g., a BOC-protected analog, such as

_R ZA

AA

R ^N . wherein each of o and R ⁶ is as defined in the COMPOUNDS OF FORMULA (II) section, and each R ^ZA , and R ^Zh! is as defined herein in the COMPOUNDS OF FORMULA (II) section and for

Intermediates of Formula (Int-AA), Formula (Int-AB), Formula (Int-AC), Formula (Int-AD). Formula (Jnt-AE), Formula (Int-AF), Formula (Int-AG), Formula (Int-AH), Formula (Int-AI). and Formula (Int-AJ). In some cases, o is 0, 1, 2, 3. or 4; each R ⁶ independently is Br, Cl. F, CN, CH?. CH ₂ F, CHF ₂ . CF?, OH, CHJOH. OCRS, OCD ₃ . CHJOCHJ, or CH ₂ N(CH ₃ ),, or two geminal R ⁶ , together with the atom to which they are attached, form oxo, =CH?„ spiro-cyclopropyl, spiro-cyclobutyl, spiro- oxetanyl, or spiro-tetrahydrofuranyl, or two vicinal R ⁶ . together with tlie atoms to which they are attached, form fused-cyclopropyl, fused-cyclobutyl, or fused -cyclopentyl, and any of the foregoing spiro and fused rings is unsubslituted or substituted wdth 1 or 2 substituents, and each substituent independently is halo, Ci-salkyl, Ci,?haloalkyl, Co-ralkylcncOH, Co-zalkylcncCi-salkoxy, or Co- ?alkyleneCN. For example, Formula (Int-B) includes intermediates of Formula (Int-B A): Formula Formula Formula (Int-BF):

Formula . Formula , Formula (Int-BP): nitro gen-protected analogs of any of the foregoing (e.g., N-BOC protected analogs, such a acceptable salts of any of the foregoing. In some cases, the disclosure provides an intermediate of Formula Formula (1NT-B1): nitrogen-protected analog any of the foregoing, or a pharmaceutically acceptable salt of any of the foregoing. In some cases, the disclosure provides an intermediate of Formula nitrogen-protected analog thereof. or a pharmaceutically acceptable salt of any of the foregoing. In some cases, the disclosure provides an intermediate of Formula nitrogen-protected analog thereof, or a pharmaceutically acceptable salt of any of the foregoing In some cases, the disclosure provides an intermediate of Formula nitrogen-protected analog thereof, or a pharmaceutically acceptable salt of any of the foregoing. In some cases, the disclosure provides an intermediate of Formula nitrogen-protected analog thereof, or a pharmaceutically acceptable salt of any of the foregoing In some cases, o is 0 or 1; R" is CHy R ^ZA is

Contemplated examples of intermediates of Formula

(Int-B), such as Formulae Int-BA to Int-BT, are listed in Table INT-B, and include pharmaceutically acceptable salts thereof

Table INT-B

[00217] Also provided herein are intermediates of Formula (Int-C): _; nitrogen- protected analogs thereof (e.g., a BOC -protected analog, such as ), and pharniaceutically acceptable salts of any of the foregoing, wherein each of A, o, R ⁶ , R ^ZA , and R ^2B is as previously defined herein for Int-B. For example, Formula (Int-C) includes intermediates of Formula , Formula (Int-CC) :

Formula , Formula . Formula (Int-CH): nitrogen-protected analogs of any of the foregoing (e.g., N-BOC protected analogs, such a pharmaceutically acceptable salts of any of the foregoing; wherein each of the substituents are as previously defined for

Int-B. In some cases, the disclosure provides an intermediate of Formula a nitrogen-protected analog thereof, or a pharmaceutically acceptable salt thereof. Contemplated examples intermediates of Formula (Int-C) are listed in 'Fable INT-C. and include pharmaceutically acceptable salts thereof.

Table INT-C

N [00218] Further provided herein are intermediates of Formula (Int-D): , nitrogen- protected analogs thereof (e.g., a BOC -protected analog, such a pharmaceutically acceptable salts of any of the foregoing (e.g., TFA salt), wherein m and R ³ are each as defined herein in the COMPOUNDS OF FORMULA (II) section, and B is Ci-jalkylene-CH^CH?. or Ci-jalkyleneOH. In some cases, m is 0 or 1; R ³ is CFL. In some cases, B is CIUCH^CI-L or CEbCHjOH. Contemplated examples of intermediates of Formula (Int-D) are listed in Table INT-D and include nitrogen analogs of the coinpounds listed in Table INT-D. and pharmaceutically acceptable salts of compounds listed in Table INT-D.

Table INT-D p , g protected analogs thereof, or pharmaceutically acceptable salts of any of the foregoing, wherein halo are as defined herein in the COMPOUNDS OF

FORMULA (II) section. In some cases: m is 0. 1, 2, 3, or 4: is Ci^alkylene, Cr^alkenylene. heteroalkylene having 2-6 total atoms and 1-3 heteroatoms selected from N, O, and S. or heteroalkenylene having 3-6 total atoms and 1 or 2 heteroatoms selected from N, O, and S, wherein ■' ’• is unsubstituted or substituted with 1-4 substituents, and each substituent independently is Cwalkyl, Ci- shaloalkyl, Cj-jalkenyl, halo, CN, Co-jalkyleneOH, Co-jalkylene-Ci-jalkoxy, Cj.. scycloalkyl, C4-.toycloalkenyl, heterocycloalkyl having 4 or 5 total ring atoms and 1 - 3 heteroatoms selected from N, O, and S, heterocycloalkenyl having 4 or 5 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or phenyl; or two geminal substituents, together with the atom to which they are attached, form oxo, =CH>, spiro-Cj-jcycloalkyl, spiro-CvecycIoalkenyl, spiro-heterocycloalkyl having 3-5 total ring atoms and 1 or 2 heteroatoms selected from N, O and S, or spiro- heterocycloalkenyl having 4 or 5 total ring atoms and 1 or 2 heteroatoms selected from N, O and S; or two vicinal substituents, together with the atoms to which they are attached, form fused-Cj-jcycloalkyl, fused-Cri-scycloalkenyl, fused- heterocycloalkyl having 3-5 total ring atoms arid 1 or 2 heteroatoms selected from N. O and S or fused-heterocycloalkenyl having 4 or 5 total ring atoms and I or 2 heteroatoms selected from N. O and S; each R ³ independently is Croalkyl, Ci-Jialoalkyl, , , Co- salkyleneCN, Co-aalkyleneOH, or Co-jalkylene-Ci.jalkoxy; or two geminal R ³ , together with the atom to which they are attached, form oxo, spiro-Csvcycloalkyl, spiro-Q-vcycloalkenyl, spiro-heterocycloalkyl having 3-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S. or spiro-heterocycloalkenyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; or two vicinal R ³ , together with the atoms to which they are attached, form fused-Cs-vcycloalkyl, fused- C4-7cycloalkenyl, fused-heterocycloalkyl having 3-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S, or fused-heterocycloalkenyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; and

R' is halo, Cwhaloalkyl, Ct-salkyl, Cj^lkenyl, C?. ₄ alkynyl, Ci-salkoxy, Cwthioalkyl, C?- 7cycloalkyl, Cs-jcycioalkenyl, heterocycloalkyl having 3-7 total ring atoms and 1 -3 heteroatoms selected from N, O, and S, or heterocycloalkenyl having 5-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S. wherein each of the foregoing independently is unsubstituted or substituted with 1-3 substituents, and each substituent independently is C i-jhaloalkyl, Cn-salkylene-OH. Cwalkylene-Cwalkoxy. Ch-vcycloalkyl, Cs-rcycloalkenyl, heterocycloalkyl having 3-7 total ring atoms and 1 -3 heteroatoms selected from N, O. and S, heterocycloalkenyl having 4-7 total ring atoms and 1 -3 heteroatoms selected from N, O, and S, or phenyl. In some cases, halo is Cl, m is 0 or 1 ; R ³ is Cft; and R ⁵ is CHF? or CFj. In some cases, n is 0 and R ⁵

Contemplated examples of intermediate of Formula (Int-E) are listed in Table TNT-E, below, and include pharmaceutically acceptable salts thereof.

Table INT-F [0022 ! ] Also provided herein are intermediates listed in Table INT, and pharmaceutically acceptable salts thereof.

Table INT

[00222] Another aspect of the disclosure is a process for preparing a compound described herein (e.g., a compound of Formula (1). Formula (F), Formula (IA), Formula (IB), Formula (IE), Formula (IF), Formula (IG), Formula (II), Formula (II’), Formula (IIA), Formula (HB), Formula (IIC), Formula (IID), Formula (HE), and Formula (HF), or a compound listed in Table A, Table A’, Table B, Table B’, and Table E). or a pharmaceutically acceptable salt of any of the foregoing comprising converting an intermediate described herein, such as an intermediate of Formula (Int-AA), Formula (Int-AB), Formula (Int-AC). Formula (Int-AD), Formula (Int-AE). Formula (Int-AF), Formula (Int- AG), Formula (Int-AH), Formula (hit-AI), Formula (Int-AJ), Formula (Int-B). Formula (Int-C). Formula (Int-D), and Formula (Int-E). or an intermediate listed in Table INT-A, Table INT-A’. Table INT-B, Table INT-C, Table INT-D, Table INT-E, Table INT-F. or Table INT. a nitrogen-protected analog thereof, or a pharmaceutically acceptable salt thereof, into a compound or salt of the disclosure (e.g., a compound of Formula (I), Formula (F), Formula (IA), Formula (IB). Formula (IE), Formula (IF), Formula (IG). Formula (II), Formula (IF), Formula (IIA), Formula (IIB), Formula (IIC), Formula (HD). Formula (HE), and Formula (HF), or a compound listed in Table A, Table A’, Table B, Table B’, and Table E), or a pharmaceutically acceptable salt of any of the foregoing. In some cases, the intermediate is a compound of Formula (Int-AA), Formula (Int-AB), Formula (Int-AC), Formula (Int-AD), Formula (Int-AE), Formula (Int-AF), Formula (Int-AG), Formula (Int-AH), Formula (Int- AJ), Formula (Int-AJ) or a compound listed in Table A or Table A’, a nitrogen-protected analog of any of the foregoing, or a pharmaceutically acceptable salt of any of the foregoing. In some cases, the intermediate rs a compound of Formula (Int-AA), a nitrogen-protected analog thereof, or a pharmaceutically acceptable salt of any of the foregoing. In some cases, the intermediate is a compound of Formula (Int-AB), a nitrogen-protected analog thereof, or a pharmaceutically acceptable salt of any of the foregoing. In some cases, the intermediate is a compound of Formula (Int-AC), a nitrogen-protected analog thereof, or a pharmaceutically acceptable salt of any of the foregoing. In some cases, the intermediate is a compound of Formula (Int-AD), a nitrogen-protected analog thereof, or a pharmaceutically acceptable salt of any of the foregoing. In some cases, the intermediate is a compound of Formula (Int-AE), a nitrogen-protected analog thereof, or a pharmaceutically acceptable salt of any of the foregoing. In some cases, the intermediate is a compound of Formula (Int-AF), a nitrogen-protected analog thereof, or a pharmaceutically acceptable salt of any of the foregoing. In some cases, the intermediate is a compound of Formula (Int-AG), a nitrogen-protected analog thereof, or a pharmaceutically acceptable salt of any of the foregoing. In some cases, the intermediate is a compound of Formula (Ini-AH), a nitrogen-protected analog thereof, or a pharmaceutically acceptable salt of any of the foregoing. In some cases, the intermediate is a compound of Formula (Int-AI), a nitrogen-protected analog thereof, or a pharmaceutically acceptable salt of any of the foregoing. In some cases, the intermediate is a compound of Formula (Int-AJ), a nitrogen-protected analog thereof, or a pharmaceutically acceptable salt of any of the foregoing. In some cases, the intermediate is a compound listed in Table INT-A or Table INT-A', a nitrogen-protected analog thereof, or a pharmaceutically acceptable salt of any of the foregoing. In some cases, the intermediate is a compound of Formula (Int-B), a nitrogen-protected analog thereof, or a pharmaceutically acceptable salt of any of the foregoing. In some cases, the intermediate is a compound listed in Table INT-B, a nitrogen-protected analog thereof, or a pharmaceutically acceptable salt of any of the foregoing. In some cases, the intermediate is a compound of Formula (Int-C). a nitrogen-protected analog thereof, or a pharmaceutically acceptable salt of any of the foregoing. In some cases, the intermediate is a compound listed in Table INT-C, a nitrogen-protected analog thereof, or a pharmaceutically acceptable salt of any of the foregoing. In some cases, the intermediate is a compound of Formula (Int-D), a nitrogen-protected analog thereof, or a pharmaceutically’ acceptable salt of any of the foregoing. In some cases, the intermediate is a compound listed in Table INT-D, a nitrogen-protected analog thereof, or a pharmaceutically acceptable salt of any of the foregoing. In some cases, the intermediate is a compound of Formula (Int-E), a nitrogen-protected analog thereof, or a pharmaceutically acceptable salt of any of the foregoing. In some cases, the intermediate is a compound listed in Table INT-E, a nitrogen-protected analog thereof, or a pharmaceutically acceptable salt of any of the foregoing. In some cases, the intermediate is a compound listed in Table INT-F, a nitrogen-protected analog thereof, or a pharmaceutically acceptable salt of any of the foregoing. In some cases, the intermediate is a compound listed in Table INT, a nitrogen-protected analog thereof, or a pharmaceutically acceptable salt of any of the foregoing.

OTHER EMBODIMENTS

[00223] Provided herein as Embodiment 1 is a compound of Formula (I):

a pharmaceutically acceptable salt thereof, wherein m is 0, 1, 2, 3, or 4; n is 0, 1, or 2; o is 0, 1, 2, 3, or 4; A is N, CH, C-halo, C-CN, C-C1-3alkyl, C-C1-3haloalkyl, C-C0-3alkyleneOH, or C-C0- 3alkylene-C _1-4 alkoxy; W is CH, C-halo, C-CN, C-C _1-3 alkyl, C-C _1-3 haloalkyl, C-C _0-3 alkyleneOH, or C-C _0-3 alkylene- C _1-4 alkoxy; ; C0- 3alkylene-C _1-4 alkoxy; Z is phenyl, heteroaryl comprising 5 or 6 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or a bicyclic ring comprising a heteroaryl ring having 5 or 6 total ring atoms and 1-3 heteroatoms selected from N, O, and S fused to cycloalkyl ring having 5 or 6 total ring atoms or a heterocycloalkyl ring having 5 or 6 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; wherein each of the phenyl, heteroaryl, and bicyclic rings is optionally substituted with 1-4 substituents; each of R ^1a , R ^1b , and R ² independently is H, D, halo, C _1-4 alkyl, C _1-4 haloalkyl, C _1-2 alkylene- OH, C _0-2 alkylene-C _1-4 alkoxy, C _0-2 alkylene-C _1-4 haloalkoxy, C _0-2 alkylene-CN, C _{0- 2} alkylene-N(R ^N1 ) ₂ , C _1-2 alkylene-heterocycloalkyl having 3-6 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S, or R ^1b and R ² , together with the carbon atoms to which they are attached, from a group; each R ³ independently is C _1-3 alkyl, C _1-3 haloalky , _0-3 yleneCN, C _0-3 alkyleneOH, C _{0- 3} alkylene-C _1-3 alkoxy, oxo, spiro-cycloalkyl having 3-7 total ring atoms, spiro- heterocycloalkyl having 3-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S, or two adjacent R ³ , together with the atoms to which they are attached, form a fused cycloalkyl ring having 3-7 total ring atoms; each R ⁴ independently is C1-3alkyl, C1-3haloalkyl, C0-3alkyleneCN, C1-3alkyleneOH, C1- 3alkylene-C _1-3 alkoxy, oxo, spiro-cycloalkyl having 3-7 total ring atoms, or spiro- heterocycloalkyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S; R ^5a is H, CN, halo, C _1-3 alkyl, C _1-3 haloalkyl, C _2-3 alkenyl, C _2-3 alkynyl, C _0-3 alkyleneOH, C _{0- 3} alkylene-C _1-3 alkoxy, or cycloalkyl having 3-5 total ring atoms; or R ^5a and an R ⁴ , together with the atoms to which they are attached, form an optionally substituted ring having 6-10 total ring atoms and 0, 1, or 2 heteroatoms selected from N, O, and S, wherein the ring is saturated or unsaturated; R ^5b is C _1-3 haloalkyl, C _1-4 alkyl, C _2-3 alkenyl, C _2-3 alkynyl, halo, C _1-3 alkoxy, C _1-3 thioalkoxy, cycloalkyl having 3-7 total ring atoms, cycloalkenyl having 5-7 total ring atoms, heterocycloalkyl having 3-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or heterocycloalkenyl having 5-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, wherein each of foregoing is independently optionally substituted with 1-3 substituents, or R ^5a and R ^5b , together with the atoms to which they are attached, form a cycloalkyl ring having 3-7 total ring atoms; each R ⁶ independently is halo, CN, oxo, C _1-3 alkyl, C _1-3 haloalkyl, C _0-3 alkyleneOH, C _{0- 3} alkylene-C _1-3 alkoxy, deuterated C _0-3 alkylene-C _1-3 alkoxy, C _1-4 alkylene-N(R ^N1 ) ₂ , spiro- cycloalkyl having 3-7 total ring atoms, spiro-heterocycloalkyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S; or two adjacent R ⁶ , together with the atoms to which they are attached, form a fused cycloalkyl ring having 3-7 total ring atoms; or Y and an adjacent R ⁶ , together with the atoms to which they are attached, form a fused cycloalkyl ring having 3-7 total ring atoms; wherein the fused cycloalkyl ring of any of the foregoing is optionally substituted with 1 or 2 substituents; or two non-adjacent R ⁶ join together to form a C _1-3 alkylene bridge or a C _1-3 ether bridge; and each R ^N1 independently is H or C1-4alkyl. [00224] Provided herein as Embodiment 2 is the compound or salt of Embodiment 1, wherein at least one of R ^1a , R ^1b , and R ² is H or D. [00225] Provided herein as Embodiment 3 is the compound or salt of Embodiment 2, wherein each of R ^1a , R ^1b , and R ² independently is H or D. [00226] Provided herein as Embodiment 4 is the compound or salt of Embodiment 3, wherein each of R ^!a , R ^w , and R ² independently is H.

[00227] Provided herein as Embodiment 5 is the compound or salt of Embodiment 3, wherein each of R ^ia . R ^!b , and R ² independently is D.

[00228] Provided herein as Embodiment 6 is the compound or salt of Embodiment 1 or 2, wherein al least one ol'R ¹³ , R ^5b , and R ² is halo.

[00229] Pro vided herein as Embodiment 7 is the compound or salt of Embodiment 6, wherein R’ ^s is halo and each of R ^1K and R ² is H.

[00230] Provided herein as Embodiment 8 is the compound or salt of Embodiment 6 or 7, wherein each halo independently is Br, Cl, or F.

[00231] Provided herein as Embodiment 9 is the compound or salt of Embodiment 1 or 2, wherein at least one of R ^ia , R ^lb , and R ² is Cwalkyl or CiJialoalkyl.

[00232] Provided herein as Embodiment 10 is the compound or salt of Embodiment 9, wherein at least one of R ^Ia , R ^lb . and R ² is CHs or CFj.

[00233] Provided herein as Embodiment 11 is the compound or salt of Embodiment 1 or 2, wherein at least one of R ^ia , R ^lb , and R ² is Cj. ₂ alkylene-OH. Co-ealkylene-Croalkoxy , Co-ialkylene-C].

^haloalkoxy. Co-calkylene-CN, or Co-2alkylene-N(R ^N1 )2.

[00234] Provided herein as Embodiment 12 is the compound or salt of Embodiment 1 1, wherein each R ^N! independently is H or CEE.

[00235] Provided herein as Embodiment 13 is the compound or salt of Embodiment 12, -wherein each R ^Ni independently is H.

[00236] Provided herein as Embodiment 14 is the compound or salt of Embodiment 1 1 or 12, wherein at least one of R ^la , R ^lb , and R ² is CH ₂ OH. OCH ₃ , CH ₂ OCH ₃ , OCF3, CH2OCF3, CN, CH ₂ CN. NH ₂ , XK I ! !■. CH ₂ NH ₂ , or CH ₂ N(CH ₃ ) ₂ .

[00237] Provided herein as Embodiment 15 is the compound or salt of Embodiment 1 or 2. wherein al least one of R ^la , R ^lb , and R ² is Chalky lene-heterocycloalkyl having 3-6 total ring atoms and 1 or 2 heteroatoms selected from N. O, and S.

[00238] Provided herein as Embodiment 16 is the compound or sail of Embodiment 15, wherein the heterocycloalkyl is aziridinyl, azetidinyl, pyrrolidinyl, piped ditty 1, or morpholinyl.

[00239] Provided herein as Embodiment 17 is the compound or salt of Embodiment 16, wherein at least one of R ^la , R ^lb , and R ² is aziridin-l-yl-methyl, azetidin-l-yl-methyl, pyrrolidine- 1-yl-methyl, piperidin-l-yl-methyl, or morpholin- 1-yl-methyl [00240] Provided herein as Embodiment 18 is the compound or salt of Embodiment 1, wherein R ^lb and R ² , together with the carbon atoms to which they are attached, from a group.

[00241] Provided herein as Embodiment 19 is the compound or salt of Embodiment 1, wherein

[00242] Provided herein as Embodiment 20 is the compound or salt of Embodiment 19, wherein

[00243] Provided herein as Embodiment 21 is the compound or salt of any one of Embodiments 1- 20, wherein m is 0.

[00244] Provided herein as Embodiment 22 is the compound or salt of any one of Embodiments l- 20, wherein m is 1.

[00245] Provided herein as Embodiment 23 is the compound or salt of any one of Embodiments 1- 20, wherein m is 2.

[00246] Provided herein as Embodiment 24 is the compound or salt of any one of Embodiments 1- 20, wherein m is 3.

[00247] Provided herein as Embodiment 25 is the compound or salt of any one of Embodiments 1- 20, wherein m is 4.

[00248] Provided herein as Embodiment 26 is the compound of sail of any one of Embodiments 22- 2.5, wherein at least one R ^J is Ci-?, alkyl or Cwhaloalkyl.

[00249] Provided herein as Embodiment 27 is the compound or salt of Embodiment 26, wherein at least one R ³ is CH ₃ , CH ₂ CH ₃ , CF ₃ , CHF ₂ , or CHjF.

[00250] Provided herein as Embodiment 28 is the compound or salt of any one of Embodiments 22- 2.5, wherein at least one R ³ is Chalky leneCN.

[00251] Provided herein as Embodiment 29 is the compound or salt of Embodiment 28, wherein at least one R ^J is CN or CH?CN. [00252] Provided herein as Embodiment 30 is the compound or salt of any one of Embodiments 22- 25, wherein at least one R ³ is CooalkyleneOH or Co. ₃ alkylene-Ci.. ₃ alkoxy.

[00253] Provided herein as Embodiment 31 is the compound or salt of Embodiment 30, wherein at least one R ³ is OH. CH ₂ OH, CH ₂ CH ₂ OH, OCH ₃ . CH2OCH3, or CH2CH2OCH3.

[00254] Provided herein as Embodiment 32 is the compound or salt of any one of Embodiments 22- 25, wherein at least one R ³ is oxo.

[00255] Pro vided herein as Embodiment 33 is the compound or salt of any one of Embodiments 22- 25, wherein at least one R ³ is spiro-cycloalkyl having 3-7 total ring atoms or spiro-heterocycloalkyl having 3-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S.

[00256] Provided herein as Embodiment 34 is the compound or salt of Embodiment 33, wherein at least one R ³ is spiro-cyclopropyl, spiro-cyclobutyl, spiro-oxetanyl, or spiro -tetrahydrofuranyl.

[00257] Provided herein as Embodiment 35 is the compound or salt of any one of Embodiments 22- 25, wherein two adjacent R ³ , together with the atoms to which they are attached, form a fused cycloalkyd ring having 3-7 total ring atoms.

[00258] Provided herein as Embodiment 36 is the compound or salt of Embodiment 35, wherein two adjacent R together with the atoms to which they are atached, form a fused cyclopropyl ring or a fused cyclobutyl ring.

[00259] Pro vided herein as Embodiment 37 is the compound or salt of any one of Embodiments 22- 25, wherein each R ³ independently is CH ₃ , CH ₂ CH ₃ , CF ₃ , CHF ₂ , CH ₂ F, CN, CH ₂ CN, OH, CH ₂ OH. CHzCH’OH. OCHi, CH2OCH3, CH2CH2OCH3, oxo, spiro-cyclopropyl, spiro-cyclobutyl, spiro- oxetanyl, or spiro-tetrahydrofuranyl.

[00260] Provided herein as Embodiment 38 is the compound or salt of any one of Embodiments 1- 20, wherein m is 0; or m is 1 and R’ is CH ₃ , CF ₃ , CHF ₂ , CH ₂ F, CN. CH ₂ CN, CH ₂ OH, CH2OCH3, or spiro-oxetanyl.

[00261] Provided herein as Embodiment 39 is the compound or salt of any one of Embodiments I- , , wherein , ments 1- 40, wherein A is N. [00264] Provided herein as Embodiment 42 is the compound or salt of any one of Embodiments 1- 40, wherein A is CH, C-halo, C-CN, C-C _1-3 alkyl, C-C _1-3 haloalkyl, C-C _0-3 alkyleneOH, or C-C _{0- 3} alkylene-C _1-4 alkoxy. [00265] Provided herein as Embodiment 43 is the compound or salt of Embodiment 42, wherein A is CH. [00266] Provided herein as Embodiment 44 is the compound or salt of Embodiment 42, wherein A is C-F, C-Cl, or C-CN. [00267] Provided herein as Embodiment 45 is the compound or salt of Embodiment 42, wherein A is C-C _1-3 alkyl or C-C _1-3 haloalkyl. [00268] Provided herein as Embodiment 46 is the compound or salt of Embodiment 45, wherein A is C-CH ₃ , C-CH ₂ F, C-CHF ₂ , or C-CF ₃ . [00269] Provided herein as Embodiment 47 is the compound or salt of Embodiment 42, wherein A is C-C0-3alkyleneOH or C-C0-3alkylene-C1-4alkoxy. [00270] Provided herein as Embodiment 48 is the compound or salt of Embodiment 47, wherein A is C-OH, C-CH ₂ OH, C-OCH ₃ , or C-CH ₂ OCH ₃ . [00271] Provided herein as Embodiment 49 is the compound or salt of any one of Embodiments 1- 48, wherein n is 0. [00272] Provided herein as Embodiment 50 is the compound or salt of any one of Embodiments 1- 48, wherein n is 1. [00273] Provided herein as Embodiment 51 is the compound or salt of any one of Embodiments 1- 48, wherein n is 2. [00274] Provided herein as Embodiment 52 is the compound or salt of Embodiment 50 or 51, wherein at least one R ⁴ is C _1-3 alkyl or C _1-3 haloalkyl. [00275] Provided herein as Embodiment 53 is the compound or salt of Embodiment 52, wherein at least one R ⁴ is CH ₃ , CH ₂ CH ₃ , CH ₂ CH ₂ CH ₃ , CH(CH ₃ ) ₂ , CF ₃ , CHF ₂ , or CH ₂ F. [00276] Provided herein as Embodiment 54 is the compound or salt of Embodiment 50 or 51, wherein at least one R ⁴ is C _0-3 alkyleneCN. [00277] Provided herein as Embodiment 55 is the compound or salt of Embodiment 54, wherein at least one R ⁴ is CN or CH ₂ CN. [00278] Provided herein as Embodiment 56 is the compound or salt of Embodiment 50 or 51, wherein at least one R ⁴ is C _1-3 alkyleneOH or C _1-3 alkylene-C _1-3 alkoxy. [00279] Provided herein as Embodiment 57 is the compound or salt of Embodiment 56, wherein at least one R ⁴ is CH ₂ OH, CH ₂ CH ₂ OH, CH ₂ OCH ₃ , or CH ₂ CH ₂ OCH ₃ . [00280] Provided herein as Embodiment 58 is the compound or salt Embodiment 50 or 51, wherein at least one R ⁴ is oxo. [00281] Provided herein as Embodiment 59 is the compound or salt of Embodiment 50 or 51, wherein at least one R ⁴ is spiro-cycloalkyl having 3-7 total ring atoms or spiro-heterocycloalkyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S. [00282] Provided herein as Embodiment 60 is the compound or salt of Embodiment 59, wherein at least one R ⁴ is spiro-cyclopropyl, spiro-cyclobutyl, or spiro-oxetanyl. [00283] Provided herein as Embodiment 61 is the compound or salt of Embodiment 41, wherein , , rein . 62, wherein . mbodiment 64 is the compound or salt of Embodiment 42, wherein , ents 1- 64, wherein W is CH. [00288] Provided herein as Embodiment 66 is the compound or salt of any one of Embodiments 1- 64, wherein W is C-F, C-Cl, or C-CN. [00289] Provided herein as Embodiment 67 is the compound or salt of any one of Embodiments 1- 64, wherein W is C-C _1-3 alkyl or C-C _1-3 haloalkyl. [00290] Provided herein as Embodiment 68 is the compound or salt of Embodiment 67, wherein W is C-CH ₃ or C-CH ₂ CH ₃ . [00291] Provided herein as Embodiment 69 is the compound or salt of any one of Embodiments 1- 64, wherein W is C-C _0-3 alkyleneOH or C-C _0-3 alkylene-C _1-4 alkoxy. [00292] Provided herein as Embodiment 70 is the compound or salt of Embodiment 69, wherein W is C-OH, C-CH2OH, C-OCH,, or C-CH2OCH3.

[00293] Provided herein as Embodiment 71 is the compound or salt of any one of Embodiments 1- 70, wherein R ' ^a is H.

[00294] Provided herein as Embodiment 72 is the compound or salt of any one of Embodiments l- 70, wherein R~ ^a is CN.

[00295] Pro vided herein as Embodiment 73 is the compound or salt of any one of Embodiments 1- 70, wherein R ^5a is Br, Ci. or F.

[00296] Provided herein as Embodiment 74 is the compound or salt of any one of Embodiments 1- 70, wherein R ^>a is Ci-jalkyl or Ci-jhaloalkyl.

[00297] Provided herein as Embodiment 75 is the compound or salt of Embodiment 74, wherein R ^5a is CH ₃ , CH2CH3, CF ₃ , CHF ₂ . or ClfoF

[00298] Provided herein as Embodiment 76 is the compound or salt of Embodiment 75, wherein R ^?a is CHj.

[00299] Provided herein as Embodiment 77 is the compound or salt of any one of Embodiments 1- 70, wherein R’ ^a is Cj-salkenyl or Cj-jalkynyl.

[00300] Provided herein as Embodiment 78 is the compound or salt of Embodiment 77, wherein R ^:,a

[00301] Provided herein as Embodiment 79 is the compound or salt of Embodiment 78, wherein R ^M

[00302] Provided herein as Embodiment 80 is the compound or salt of any one of Embodiments 1- 70, wherein R ^3a is Co-salkyleneOH, Cooalkylene-Cuialkoxy, or cycloalkyl having 3-5 total ring atoms.

[00303] Provided herein as Embodiment 81 is the compound or salt of Embodiment 80, wherein R’ ⁵

[00304] Provided herein as Embodiment 82 is the compound or salt of any one of Embodiments 1- 70, wherein R ^5a and an R ⁴ , together with the atoms to which they' are attached, form an optionally substituted ring having 6-10 total ring atoms and 0, 1 , or 2 heteroatoms selected from N. O, and S, wherein tire ring is saturated or unsaturated.

[00305] Provided herein as Embodiment 83 is the compound or salt of Embodiment 82. wherein the optionally substituted ring is saturated. [00306] Provided herein as Embodiment 84 is the compound or salt of Embodiment 82, wherein the optionally substituted ring is unsaturated. [00307] Provided herein as Embodiment 85 is the compound or salt of any one of Embodiments 82- 84, wherein the optionally substituted ring has 6 total ring atoms. [00308] Provided herein as Embodiment 86 is the compound or salt of any one of Embodiments 82- 85, wherein the optionally substituted ring has 7 total ring atoms. [00309] Provided herein as Embodiment 87 is the compound or salt of any one of Embodiments Embodiment 82-85, wherein the optionally substituted ring has 8 total ring atoms. [00310] Provided herein as Embodiment 88 is the compound or salt of any one of Embodiments 82- 85, wherein the optionally substituted ring has 9 or 10 total ring atoms. [00311] Provided herein as Embodiment 89 is the compound or salt of any one of Embodiments 82- 88, wherein the optionally substituted ring has 0 heteroatoms. [00312] Provided herein as Embodiment 90 is the compound or salt of any one of Embodiments 82- 88, wherein the optionally substituted ring has 1 or 2 heteroatoms selected from N, O, and S. [00313] Provided herein as Embodiment 91 is the compound or salt of Embodiment 90, wherein the 1 or 2 heteroatoms are each O. [00314] Provided herein as Embodiment 92 is the compound or salt of Embodiment 91, wherein the optionally substituted ring is an ether. [00315] Provided herein as Embodiment 93 is the compound or salt of Embodiment 91, wherein the 1 or 2 heteroatoms are each N. [00316] Provided herein as Embodiment 94 is the compound or salt of Embodiment 93, wherein the ring is a lactam or a cyclic amine. [00317] Provided herein as Embodiment 95 is the compound or salt of any one of Embodiments 82- 94, wherein the ring is unsubstituted. [00318] Provided herein as Embodiment 96 is the compound or salt of any one of Embodiments 82- 94, wherein the ring is substituted with 1 or 2 substituents selected from the group consisting of C _{1- 3} alkyl, C _1-3 haloalkyl, oxo, halo, CN, C _0-3 alkyleneOH, C _0-3 alkylene-C _1-3 alkoxy, cycloalkyl having 3-7 total ring atoms, cycloalkenyl having 5-7 total ring atoms, heterocycloalkyl having 4-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, heterocycloalkenyl having 5-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, and phenyl. [00319] Provided herein as Embodiment 97 is the cornpound or salt of Embodiment 82, wherein

[00320] Provided herein as Embodiment 98 is the compound or salt of any one of Embodiments 1- 97, wherein R ^x: is C i-?,haloalkyl.

[00321] Provided herein as Embodiment 99 is the compound or salt of Embodiment 98, wherein R' ^b is CF ₃ , CF ₂ H. CFH ₂ , or CF ₂ CH ₃ .

[00322] Provided herein as Embodiment 100 is the compound or salt of any one of Embodiments 1- 97, wherein R ⁵⁰ is Br, Cl, or F.

[00323] Provided herein as Embodiment 101 is the compound or salt of any one of Embodiments 1- 97, wherein R’’ ^b is Ci-aalkoxy or Ciothioalkoxy.

[00324] Provided herein as Embodiment 102 is the compound or salt of Em bodiment 101 , wherein R ^sb is OC 11 ₅ . or SCI 1 ₃ .

[00325] Provided herein as Embodiment 103 is the compound or salt of any one of Embodiments 1- 97, wherein R ^>b is Cualkvl, C _2.3 alkenyl, or Co-salkynyl, optionally wherein each of the alkyl, alkenyl, and alkynyl is independently substituted with 1 , 2, or 3 substituents selected from Ci-^alkyl, C>.

₃ haloalkyl, Co-ealkylenetOH), Co-6alkylene-C].3alkoxy. cycloalkyl having 3-7 total ring atoms, cycloalkenyl having 5-7 total ring atoms, heterocycloalkyl having 3-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, heterocycloalkenyl having 3-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, and phenyl.

[00326] Provided herein as Embodiment 104 is the compound or salt of Embodiment 103, wherein each of the I, 2, or 3 substituents independently is selected from CH ₃ , CF ₃ , CF ₂ H. CFH ₂ , OH, OCH ₃ , OCF3, CHjOH, CH2OCH3, cyclopropyl, cyclobutyl, and phenyl.

[00327] Provided herein as Embodiment 105 is the compound or salt of Embodiment 103, wherein [00328] Provided herein as Embodiment 106 is the compound or salt of any one of Embodiments 1- 97, wherein R"' ^a and R ^a , together with the atoms to which they are attached, form a fused cycloalkyl ring having 3-7 total ring atoms.

[00329] Provided herein as Embodiment 107 is the compound or salt of Embodiment 106, wherein R’ ⁸ and R’°, together with the atoms to which they are attached, form fiised-cyclopropyl, fiised- cyclobutyl, or fiised-cyclopentyl.

[00330] Provided herein as Embodiment 108 is the compound or salt of any one of Embodiments 1 - 64, wherein W is CH. R ^5a is CN, Br, Cl, F. or CH ₃ . and R ^Sb is CF ₃ , CICH, or CFHj.

[0033! ] Provided herein as Embodiment 109 is the compound or salt of a ny one of Embodiments 1-

[00332] Provided herein as Embodiment 110 is the compound or salt of Embodiment 109, wherein [00333] Provided herein as Embodiment 111 is the compound or salt of Embodiment 110, wherein , odiments 1- 111, wherein . [00335] Pr Embodiment 113 is the compound or salt of any one of Embodiments 1- . compound or salt of any one of Embodiments 1- 111, wherein . [00337] Pr mbodiment 115 is the compound or salt of any one of Embodiments 1- 111, wherein . [00338] Pr Embodiment 116 is the compound or salt of any one of Embodiments 1- 114, wherein Y is N. [00339] Provided herein as Embodiment 117 is the compound or salt of any one of Embodiments 1- 114, wherein Y is C-H. [00340] Provided herein as Embodiment 118 is the compound or salt of any one of Embodiments 1- 114, wherein Y is C-halo, C-CN, C-C _1-3 alkyl, C-C _1-3 haloalkyl, C-C _0-3 alkyleneOH, or C-C _0-3 alkylene- C _1-4 alkoxy. [00341 ] Provided herein as Embodiment 1 19 is the compound or salt of Embodiment 1 18, wherein

Y is C-F, C-Cl, C-CHj, C-CH ₂ CH ₃ , C-CH ₂ F, C-CHF ₂ , C-CF,, C-OH, C-CH ₂ OH, C-OCH ₃ , or C- CH ₂ OCH ₃ .

[00342] Provided herein as Embodiment 120 is the compound or salt of any one of Embodiments 1- 119, wherein o is 0.

[00343] Provided herein as Embodiment 121 is the compound or salt of any one of Embodiments 1 - 119, wherein o is 1.

[00344] Provided herein as Embodiment 122 is the compound or salt of any one of Embodiments 1- 119, wherein o is 2.

[00345] Provided herein as Embodiment 123 is the compound or salt of any one of Embodiments 1- 119, wherein o is 3.

[00346] Provided herein as Embodiment 124 is the compound or salt of any one of Embodiments 1- 119. wherein o is 4.

[00347] Provided herein as Embodiment 125 is the compound or salt of any one of Embodiments 121-124, wherein at least one R ⁶ is Br, Cl, F, CN, or oxo.

[00348] Provided herein as Embodiment 126 is the compound or salt of Embodiment 125, wherein al least one R” is F.

[00349] Provided herein as Embodiment 127 is the compound or salt of any one of Embodiments 121-124, wherein at least one R ⁶ is Ci-salkyl or Ci-rhaloalkyl.

[00350] Provided herein as Embodiment 128 is the compound or salt of Embodiment 12.7, wherein at least one R ⁶ is CH?, CH ₂ F, CHF ₂ . or CF ₃ .

[00351] Provided herein as Embodiment 129 is the compound or salt of any one of Embodiments 121-124, wherein at least one R" is Co-aalkyleneOH, Co-salkylene-Ci-ialkoxy, deuterated Co-ralkylene- Ci-jalkoxy, or Cwalkylene-N(R ^N1 )2, and each R ^K1 independently is H or CH ₃ .

[00352] Provided herein as Embodiment 130 is tire compound or salt of Embodiment 129, wherein al least one R ⁶ is OH, CH ₂ OH, OCH ₃ , OCD ₃ , or CH ₂ OCH ₃ .

[00353] Provided herein as Embodiment 131 is the compound or salt of any one of Embodiments 121-124, wherein at least one R ⁶ is spiro-cycloalkyl having 3-7 total ring atoms or spiroheterocycloalkyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S.

[00354] Provided herein as Embodiment 132 is the compound or salt of Embodiment 131, wherein at least one R ⁶ is spiro-cyclopropyl, spiro-cyclobutyl, spiro-oxetanyl, or spiro-tetrahydrofiiranyl. [00355] Provided herein as Embodiment 133 is the compound or salt of Embodiment 132, wherein

R ⁶ is spiro-cyclopropyl.

[00356] Provided herein as Embodiment 134 is the compound or salt of any one of Embodiments 121-124, wherein two adjacent R ^ft , together with the atoms to which they are atached, form a fused cycloalkyl ring having 3-7 total ring atoms; or Y and an adjacent R ⁶ , together with the atoms to which they are attached, form a fused cycloalkyl ring having 3-7 total ring atoms; wherein the fused cycloalkyl ring of any of the foregoing is optionally substituted with 1 or 2 substituents selected from halo, OH, Ci-?.alkoxy, or CM.

[00357] Provided herein as Embodiment 135 is the compound or salt of Embodiment 134, wherein the fused cycloalkyl ring is a fused-cyclopropyl, f'used-cyclobutyl , or fused-cyclopentyl ring.

[00358] Provided herein as Embodiment 136 is the compound or salt of any one of Embodiments 121-124, wherein two non-adjacent R ⁶ join together to form a Ci-aalkylene bridge or a Ci-sether bridge.

[00359] Provided herein as Embodiment 137 is the compound or salt of Embodiment 136, wherein

[00360] Provided herein as Embodiment 138 is the compound or salt of any one of Embodiments 1-

[00361] Provided herein as Embodiment 139 is the compound or salt of any one of Embodiments 1-

[00362] Provided herein as Embodiment 140 is the compound or salt of any one of Embodiments 1-

[00363] Provided herein as Embodiment 141 is the compound or salt of any one of Embodiments 1- [00364] Provided herein as Embodiment 142 is the compound or salt of any one of Embodiments 1-

[00365] Pro vided herein as Embodiment 143 is the compound or salt of any one of Embodiments 1 - 142, wherein Z is phenyl optionally substituted with 1-4 substituents selected from halo, Co- jalkyleneCN, Co-jalkyleneOH, Co-salkylene-Cnalkoxy, Chalky lene-Cj.dhioalkoxy, and

O . wherein each R ^N1 independently H or CH ₃ .

[00366] Provided herein as Embodiment 144 is the compound or salt of Embodiment 143, wherein each of the 1-4 substituents independently is selected from F, Cl, CN, OCHj, SCH _;s , CHjOH, and

[00367] Provided herein as Embodiment 145 is the compound or salt of Embodiment 143, wherein

[00368] Provided herein as Embodiment 146 is the compound or salt of any one of Embodiments 1- 142, wherein Z is heteroaryl comprising 5 or 6 total ring atoms and 1-3 heteroatoms selected from N,

O, and S, wherein the heteroaryl is optionally substituted with 1 -4 substituents.

[00369] Provided herein as Embodiment 147 is the compound or salt of Embodiment 146, wherein the heteroaryl is pyrrolyl, furanyl, thiophenyl, pyrazolyl, imidazolyl, thiazolyl, isotbiazolyl, oxazolyl, isoxazolyl, triazolyl, thiadiazolyl, oxadiazolyl, pyridyl, pyridazinyl, pyrimidinyl, pyrazinyl, or triazinyl.

[00370] Provided herein as Embodiment 148 is the compound or salt of Embodiment 147, wherein the heteroaryl is imidazolyl, thiazolyl, isothiazolyl, oxazolyl, isoxazolyl, or triazolyl. [00371] Provided herein as Embodiment 149 is the compound or salt of Embodiment 147, wherein the heteroaryl is pyridyl, pyridazinyl, pyrimidinyl, or pyrazinyl. [00372] Provided herein as Embodiment 150 is the compound or salt of any one of Embodiments 146-149, wherein the heteroaryl is substituted with 1-4 substituents, each of which is selected from the group consisting of halo, CN, C _1-6 alkyl, C _1-6 haloalkyl, C _2-6 alkenyl, C _2-6 haloalkenyl, C _0-6 alkylene- OH, C _0-6 alkylene-C _1-3 alkoxy, C _0-6 alkylene-N(R ^N1 ) ₂ wherein each R ^N1 independently is H or C _1-3 alkyl, C _0-2 alkylene-cycloalkyl having 3-6 total ring atoms, C _0-2 alkylene-heterocycloalkyl having 3-6 total ring atoms and 1-3 heteroatoms selected from N, O, and S, and C _0-2 alkylene-phenyl; wherein each of the alkyl, alkenyl, C0-6alkylene-C1-3alkoxy, cycloalkyl, heterocycloalkyl, and phenyl substituents independently is optionally substituted with 1-3 substituents independently selected from deuterium, halo, OH, CH ₃ , OCH ₃ , and OCD ₃ . [00373] Provided herein as Embodiment 151 is the compound or salt of Embodiment 150, wherein each of the 1-4 substituents independently is selected from the group consisting of Cl, F, CN, CH3, CD ₃ , CH ₂ CH ₃ , CH(CH ₃ ) ₂ , CF ₃ , CHF ₂ , CH ₂ F, CH ₂ CHF ₂ , CH ₂ CH ₂ F, CH(CH ₂ F) ₂ , CH(CH ₃ )CH ₂ F, CH(CH ₃ )CHF ₂ , C(=CH ₂ )CH ₂ F, OH, CH ₂ OH, CH ₂ CH ₂ OH, CH(CH ₃ )CH ₂ OH, C(CH ₃ ) ₂ OH, C(CH ₃ ) ₂ CH ₂ OH, CH ₂ C(CH ₃ ) ₂ OH, OCH ₃ , OCD ₃ , CH ₂ OCH ₃ , CH ₂ OCD ₃ , CH ₂ CH ₂ OCH ₃ , CHFCH ₂ OCH ₃ , CF ₂ CH ₂ OCH ₃ , CH ₂ CH ₂ OCD ₃ , CH ₂ CH ₂ OCH ₂ CH ₃ ,CH ₂ CH ₂ CH ₂ OCH ₃ , CH ₂ CH ₂ CH ₂ OCD ₃ , CH(CH ₃ )CH ₂ OCH ₃ , CH(CH ₃ )CH ₂ OCD ₃ ,C(CH ₃ ) ₂ CH ₂ OCH ₃ , C(CH ₃ ) ₂ CH ₂ OCD ₃ , CH ₂ CH(CH ₃ )OCH ₃ , CH ₂ CH(CH ₃ )OCD ₃ , CH ₂ C(CH ₃ ) ₂ OCH _3, CH ₂ C(CH ₃ ) ₂ OCD ₃ , NH ₂ , CH ₂ NH ₂ ,

[00374] Provided herein as Embodiment 152 is the compound or salt of Embodiment 151, wherein each of the 1-4 substituents independently is CH ₃ , CH(CH ₃ ) ₂ , C(CH ₃ )2OH, CH ₂ OCD ₃ , CH ₂ CH ₂ OCH ₃ ,

[00375] Provided herein as Embodiment 153 is the compound or salt of any one of Embodiments

146-148, wherein

[00376] Provided herein as Embodiment 154 is the compound or salt of Embodiment 153, wherein

[00377] Provided herein as Embodiment 155 is the compound or salt of Embodiment 154, wherein [00378] Provided herein as Embodiment 156 is the compound or salt of any one of Embodiments [00379] Provided herein as Embodiment 157 is the compound or salt of Embodiment 156, wherein

[00380] Provided herein as Embodiment 158 is the compound or salt of Embodiment 149, wherein

[00381] Provided herein as Embodiment 159 is the compound or salt of Embodiment 158, wherein

[00382] Provided herein as Embodiment 160 is the compound or salt of any one of Embodiments 1-

142, wherein Z is a bicyclic ring comprising a heteroaryl ring having 5 or 6 total ring atoms and 1 -3 heteroatoms selected from N, O, and S fused to a cycloalkyl ring having 5 or 6 total ring atoms or a heterocycloalkyl ring having 5 or 6 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; wherein the bicyclic ring is optionally substituted with 1-4 substituents.

[00383] Provided herein as Embodiment 161 is the compound or salt of Embodiment 160, wherein the heteroaryl ring is pyridyl, pyridazinyl, pyrimidinyl. or pyrazinyl; the cycloalkyl ring is cyclopentyl or cyclohexyl; and the heterocycloalkyl ring is pyrrolidinyl, tetrahydrofuranyi, tetrahydropyranyl, or tetrabydrothiophenyl. [00384] Provided herein as Embodiment 162 is the compound or salt of Embodiment 160 or 161 , wherein the bicyclic ring is substituted with 1-4 substituents selected from halo, CN, Ci^aiky 1, Ci- elialoalkyl, Co-salkylcne-OH, and Co^alkylene-Cj..;alkoxy.

[00385] Provided herein as Embodiment 163 is the compound or salt of any one of Embodiments

160-162, wherein

[00386] Provided herein as Embodiment 164 is the compound or salt of Embodiment 1, wherein:

[00387] Provided herein as Embodiment 165 is the compound of Embodiment 164, wherein

[00388] Provided herein as Embodiment 166 is the compound or salt of Embodiment 164 or 165,

[00389] Provided herein as Embodiment 167 is the compound or salt of any one of Embodiments

164-166, wherein

[00390] Provided herein as Embodiment 168 is the compound or salt of Embodiment 1 , wherein the compound is a compound of:

R ^A ula ein E);

(IG), or a pharmaceutically acceptable salt of any of the foregoing.

[00391] Provided herein as Embodiment 169 is the compound of Embodiment 1 , wherein the pharmaceutically acceptable salt thereof

[00392] Provided herein as Embodiment 170 is the compound of Embodiment 1 , wherein the compound is a compound listed in Table E, or a pharmaceutically acceptable salt thereof.

[00393] Provided herein as Embodiment 171 is the pharmaceutical composition comprising the compound or salt of any one of Embodiments 1-170 and a pharmaceutically acceptable excipient. [00394] Provided herein as Embodiment 172 is the compound or salt of any one of Embodiments 1- 170, or the pharmaceutical composition of Embodiment 171 for use as a medicament.

[00395] Provided herein as Embodiment 173 is the compound or salt of any one of Embodiments 1- 170 or the pharmaceutical composition of Embodiment 171 for use in treating cancer.

[00396] Provided herein as Embodiment 174 is the compound or salt of any one of Embodiments 1- 170 or the pharmaceutical composition of Embodiment 170 for use in treating cancer, wherein one or more cancer cells express KRAS G12C mutant protein.

[00397] Provided herein as Embodiment 175 is the compound, salt, or pharmaceutical composition for use of Embodiment 173 or 174, wherein the cancer is non-small cell lung cancer, small bowel cancer, appendiceal cancer, colorectal cancer, cancer of unknown primary, endometrial cancer, mixed cancer types, pancreatic cancer, hepatobiliary cancer, small cell lung cancer, cervical cancer, germ ceil cancer, ovarian cancer, gastrointestinal neuroendocrine cancer, bladder cancer, myelodysplastic/myeloproliferative neoplasms, head and neck cancer, esophagogastric cancer, soft tissue sarcosna, mesothelioma, thyroid cancer, leukemia, melanoma, or a solid tumor.

[00398] Provided herein as Embodiment 176 is the use of a compound or salt of any one of Embodiments 1-170 or the pharmaceutical composition of Embodiment 171 in the preparation of a medicament for treating cancer,

[00399] Provided herein as Embodiment 177 is the use of a compound or salt of any one of Embodiments 1-170 or the pharmaceutical composition of Embodiment 171 in the preparation of a medicament for treating cancer, wherein one or more cancer cells express KRAS G12C mutant protein.

[00400] Provided herein as Embodiment 178 is the use of Embodiment 176 or 177, wherein the cancer is iron-small cell lung cancer, small bowel cancer, appendiceal cancer, colorectal cancer, cancer of unknown primary, endometrial cancer, mixed cancer types, pancreatic cancer, hepatobiliary cancer, small cell lung cancer, cervical cancer, germ cell cancer, ovarian cancer, gastrointestinal neuroendocrine cancer, bladder cancer, myelodysplastic/myeloproliferative neoplasms, head and neck cancer, esophagogastric cancer, soft tissue sarcoma, mesothelioma, thyroid cancer, leukemia, melanoma, or a solid tumor.

[00401 ] Provided herein as Embodiment 179 is a method of treating cancer in a subject in need thereof, the method comprising administering to the subject a therapeutically effective amount of the compound or salt of any one of Embodiments I -170, or the pharmaceutical composition of

Embodiment 171.

[00402] Provided herein as Embodiment 180 is the method of Embodiment 179, wherein one or more cancer cells express KRAS G12C mutant protein. [00403] Provided herein as Embodiment 181 is the method of Embodiment 179 or 180, wherein the cancer is non-small cell lung cancer, small bowel cancer, appendiceal cancer, colorectal cancer, cancer of unknown primary, endometrial cancer, mixed cancer types, pancreatic cancer, hepatobiliary' cancer, small cell lung cancer, cervical cancer, germ cell cancer, ovarian cancer, gastrointestinal neuroendocrine cancer, bladder cancer, rayelodysplasUc/tnyeloproliferative neoplasms, head and neck cancer, esophagogastric cancer, soft tissue sarcoma, mesothelioma, thyroid cancer, leukemia, melanoma, or a solid tumor.

[00404] Provided herein as Embodiment 182 is the method of Embodiment 181. wherein the cancer is non-small cell lung cancer, colorectal cancer, pancreatic cancer, appendiceal cancer, endometrial cancer, esophageal cancer, cancer of unknown primary, ampullary cancer, gastric cancer, small bowel cancer, sinonasal cancer, bile duct cancer, melanoma, or a solid tumor.

[00405] Provided herein as Embodiment 183 is the method of Embodiment 182, wherein the cancer is non-small cell lung cancer.

[00406] Provided herein as Embodiment 184 is the method of Embodiment 182. w herein the cancer is colorectal cancer.

[00407] Provided herein as Embodiment 185 is the method of Embodiment 182. wherein the cancer is pancreatic cancer.

[00408] Provided herein as Embodiment 186 is the method of Embodiment 182, wherein the cancer is solid tumor.

[00409] Provided herein as Embodiment 187 is the method according to any one of Embodiments 179-186, wherein the subject has a cancer that w'as determmed to hat e one or more cancer cells expressing the KRAS GJ2C mutant protein prior to administration of the compound, salt, or pharmaceutical composition

[00410] Provided herein as Embodiment 188, is the method according to any one of Embodiments 179-187, further comprising simultaneous, separate, or sequential administration of an effective amount of a second compound, w herein the second compound is an ATR inhibitor, Aurora kinase A inhibitor, AKT inhibitor, arginase inhibitor, CDK2 inhibitor, CDK4/6 inhibitor, ErbB family inhibitor, ERK inhibitor. FAR inhibitor, FGFR inhibitor, glutaminase inhibitor. IGF-1R inhibitor, KIF18A inhibitor, MAT2A inhibitor, MCL-1 inhibitor. MEK inhibitor, tn TOR inhibitor, PARP inhibitor, PD-1 inhibitor, PD-L1 inhibitor, PI3K inhibitor, PR.MT5 inhibitor, Raf kinase inhibitor, SHP2 inhibitor, SCSI inhibitor, Src kinase inhibitor, or one or more chemotherapeutic agents.

[00411] Provided herein as Embodiment 189 is the compound or salt of any one of Embodiments 1 - 170. wherein the compound or salt has an IC50 value of less than 1 gM in the coupled exchange assay. ALTERNATIVE EMBODIMENTS [00412] Provided herein as Embodiment 1 is a compound of Formula (I): a pharmaceutically acceptable salt thereof, wherein m is 0, 1, 2, 3, or 4; n is 1 or 2; o is 0, 1, 2, 3, or 4; A is N, CH, C-halo, C-CN, C-C _1-3 alkyl, C-C _1-3 haloalkyl, C-C _0-3 alkyleneOH, or C-C _{0- 3} alkylene-C _1-4 alkoxy; W is CH, C-halo, C-CN, C-C1-3alkyl, C-C1-3haloalkyl, C-C0-3alkyleneOH, or C-C0-3alkylene- C _1-4 alkoxy; ; C _{0- 3} alkylene-C _1-4 alkoxy; Z is phenyl, heteroaryl comprising 5 or 6 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or a bicyclic ring comprising a heteroaryl ring having 5 or 6 total ring atoms and 1-3 heteroatoms selected from N, O, and S fused to C _5-6 cycloalkyl or a heterocycloalkyl ring having 5 or 6 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; wherein each of the phenyl, heteroaryl, and bicyclic rings is optionally substituted with 1-4 substituents; each of R ^1a , R ^1b , and R ² independently is H, D, halo, C1-4alkyl, C1-4haloalkyl, C1-2alkylene- OH, C _0-2 alkylene-C _1-4 alkoxy, C _0-2 alkylene-C _1-4 haloalkoxy, C _0-2 alkylene-CN, C _{0- 2} alkylene-N(R ^N1 ) ₂ , C _1-2 alkylene-heterocycloalkyl having 3-6 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S, or R ^1b and R ² , together with the carbon atoms to which they are attached, from a group; each R ³ independently is C1-3alkyl, C1-3haloalkyl C lk l eCN, C0-3alkyleneOH, C0- 3alkylene-C _1-3 alkoxy, oxo, spiro-cycloa y av ng 3-7 total ring atoms, spiro- heterocycloalkyl having 3-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S, or two adjacent R ³ , together with the atoms to which they are attached, form a fused cycloalkyl ring having 3-7 total ring atoms; one R ⁴ and R ^5a , together with the atoms to which they are attached, form an optionally substituted ring having 6-10 total ring atoms and 0, 1, or 2 heteroatoms selected from N, O, and S, wherein the ring is saturated or unsaturated; when n is 2, the other R ⁴ is C _1-3 alkyl, C _1-3 haloalkyl, C _0-3 alkyleneCN, C _1-3 alkyleneOH, C _{1- 3} alkylene-C _1-3 alkoxy, oxo, spiro-cycloalkyl having 3-7 total ring atoms, or spiro- heterocycloalkyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S; R ^5b is C _1-3 haloalkyl, C _1-4 alkyl, C _2-3 alkenyl, C _2-3 alkynyl, halo, C _1-3 alkoxy, C _1-3 thioalkoxy, cycloalkyl having 3-7 total ring atoms, cycloalkenyl having 5-7 total ring atoms, heterocycloalkyl having 3-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or heterocycloalkenyl having 5-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, wherein each of foregoing is independently optionally substituted with 1-3 substituents; each R ⁶ independently is halo, CN, oxo, C _1-3 alkyl, C _1-3 haloalkyl, C _0-3 alkyleneOH, C _{0- 3} alkylene-C _1-3 alkoxy, deuterated C _0-3 alkylene-C _1-3 alkoxy, C _1-4 alkylene-N(R ^N1 ) ₂ , spiro-cycloalkyl having 3-7 total ring atoms, spiro-heterocycloalkyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S; or two adjacent R ⁶ , together with the atoms to which they are attached, form a fused cycloalkyl ring having 3-7 total ring atoms; or Y and an adjacent R ⁶ , together with the atoms to which they are attached, form a fused cycloalkyl ring having 3-7 total ring atoms; wherein the fused cycloalkyl ring of any of the foregoing is optionally substituted with 1 or 2 substituents; or two non-adjacent R ⁶ join together to form a C1-3alkylene bridge or a C1-3ether bridge; and each R ^N1 independently is H or C _1-4 alkyl. [00413] Provided herein as Embodiment 2 is the compound or salt of Embodiment 1, wherein . [00414] Provided herein as Embodiment 3 is the compound or salt of Embodiment 1 or 2, wherein

[00415] Provided herein as Embodiment 4 is the compound or salt of any one of Embodiments 1 -3, wherein A is N.

[00416] Provided herein as Embodiment 5 is the compound or salt of any one of Embodiments 1-4. wherein n is 1.

[00417] Provided herein as Embodiment 6 is the compound or salt of any one of Embodiments 1 -4, wherein n is 2.

[00418] Provided herein as Embodiment 7 is the compound or salt of Embodiment 6. wherein the other R ⁴ is CH ₃ , CH ₂ CH ₃ , CH ₂ CH ₂ CH ₃ , CH(CH ₃ ) ₂ , CF ₃ , CHF ₂ . or CH ■}•'

[00419] Provided herein as Embodiment 8 is the compound or salt of any one of Embodiments 1 -7, wherein W is CH.

[00420] Pro vided herein as Embodiment 9 is the compound or salt of any one of Embodiments 1-8. wherein one R ⁴ and R ^5a , together with the atoms to which they are attached, form an optionally substituted ring having 6-10 total ring atoms and 0, i, or 2 heteroatoms selected from N, O, and S, wherein the ring is saturated.

[00421] Provided herein as Embodiment 10 is the compound or salt of any one of Embodiments 1-8, wherein one R* and R ^5a , together with the atoms to which they are attached, form an optionally substituted ring having 6-10 total ring atoms and 0, 1, or 2 heteroatoms selected from N, O, and S, wherein the ring is unsaturated

[00422] Provided herein as Embodiment 1 1 is the compound or salt of any one of Embodiments 1- 10, wherein the optionally substituted ring formed by one R ⁴ and R ^3a , together with the atoms to which they are attached, has 6 total ring atoms.

[00423] Provided herein as Embodiment 12 is the compound or salt of any one of Embodiments 1- 10, wherein the optionally substituted ring formed by one R ⁴ and R ^,a . together with the atoms to which they are attached, has 7 total ring atoms. [00424] Provided herein as Embodiment 13 is the compound or salt of any one of Embodiments 1 - 10, wherein the optionally substituted ring has 8 total ring atoms.

[00425] Provided herein as Embodiment 14 is the compound or salt of any one of Embodiments 1- 10, wherein the optionally substituted ring formed by one R ⁴ and R ^5a , together with the atoms to which they are attached, has 9 or 10 total ring atoms.

[00426] Provided herein as Embodiment 15 is the compound or salt of any one of Embodiments 1- 14, wherein the optionally substituted ring formed by one R ⁴ and R ^: ' ^a , together with the atoms to which they are attached, has 0 heteroatoms.

[00427] Provided herein as Embodiment 16 is the compound or salt of any one of Embodiments 1- 14, wherein the optionally substituted ring formed by one R ⁴ and R ^ia , together with the atoms to which they are attached, has 1 or 2 heteroatoms selected from N, O, and S.

[00428] Provided herein as Embodiment 17 is the compound or salt of Embodiment 16, wherein the 1 or 2 heteroatoms are each O.

[00429] Provided herein as Embodiment 18 is the compound or salt of Embodiment 17, wherein the optionally substituted ring is an ether.

[00430] Provided herein as Embodiment 19 is the compound or salt of Embodiment 16, wherein the 1 or 2 heteroatoms are each N.

[00431] Provided herein as Embodiment 20 is the compound or salt of Embodiment 19, wherein the ring is a lactam or a cyclic amine.

[00432] Provided herein as Embodiment 21 is the compound or salt of any one of Embodiments 1- 20, wherein the ring formed by one R ⁴ and R ^?a , together with the atoms to which they’ arc attached, is unsubstituted.

[00433] Provided herein as Embodiment 22 is the compound or salt of any one of Embodiments 1- 20, wherein the ring formed by one R ⁴ and R ^5a , together with the atoms to which they are attached, is substituted with 1 or 2 substituents selected from the group consisting of Ci-jalkyl, Ci-jhaloalkyl, oxo, halo, CN, Chalky leneOH, Co-jalkylene-Ci-jalkoxy, cycloalkyl having 3-7 total ring atoms, cycloalkenyl having 5-7 total ring atoms, heterocycloalkyl having 4-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, heterocycloalkenyl having 5-7 total ring atoms and 1-3 hctcroatoms selected from N, O, and S, and phenyl. [00434] Provided herein as Embodiment 23 is the compound or salt of Embodiment 1, wherein

[00435] Provided herein as Embodiment 24 is the compound or salt of any one of Embodiments 1- 23, wherein R ^5b is CF ₃ . CF>H, CFH ₂ , or CF ₂ CH ₃ .

[00436] Provided herein as Embodiment 25 is the compound or salt of any one of Embodiments l-

[00437] Provided herein as Embodiment 26 is the compound or salt of any one of Embodiment 1-

25, wherein Y is C-H.

[00438] Pros ided herein as Embodiment 27 is the compound or salt of any one of Embodiments 1-

26, wherein o is 0.

[00439] Provided herein as Embodiment 2.8 is the compound or salt of any one of Embodiments 1- 26, wherein o is 1.

[00440] Provided herein as Embodiment 29 is the compound or salt of Embodiment 28, wherein R ^s is CH;, CH ₂ F, CHF ₂ , or CF ₃

[00441] Provided herein as Embodiment 30 is the compound or salt of Embodiment 25, wherein

[00442] Provided herein as Embodiment 31 is the compound or salt of any one of Embodiments 1-

30, wherein Z is heteroaryl comprising 5 or 6 total ring atoms and 1-3 heteroatoms selected from N,

O, and S, wherein the heteroary l is optionally substituted with 1-4 substituents.

[00443] Provided herein as Embodiment 32 is the compound or salt of Embodiment 31, wherein th heteroaryl is pyrrolyl, furanyl, thiophenyl, pvrazolyl. imidazolyl, thiazolyl, isothiazolyl, oxazolyl, isoxazolyl, triazolyl, thiadiazolyl, oxadiazolyl. pyridyl, pyridazinyl. pyrimidinyl, pyrazinyl, or triazinyl [00444] Provided herein as Embodiment 33 is the compound or salt of Embodiment 32, wherein the heteroaryl is pyrazolyl or pyridyl.

[00445] Provided herein as Embodiment 34 is the compound or salt of any one of Embodiments 31- 33, wherein the heteroaiyl is substituted with 1-4 substituents, each of which independently is selected from the group consisting of halo, CN, Cwalkyl, Ci-ehaloalkyl, CNnalkenyl, Cj-shaloalkenyl, Co- salkylene-OH, Co-salkylene-C i^alkoxy, Cn<>alkylene-N(R ^N! )? wherein each R ^N! independently is PI or Ci-salkyl, Ctwalkylene-cycloalkyl having 3-6 total ring atoms, Co-zalkylene-heterocycloalkyl having 5 or 6 total ring atoms and 1-3 heteroatoms selected from N, O, and S, and Co- ₂ alkylene-phenyl; wherein each of the alkyl, alkenyl, C^alkylcnc-Ci-jalkoxy, cycloalkyl, hctcrocycloalkyl, and phenyl substituents independently is optionally substituted with 1-3 substituents independently selected from deuterium, halo, OH, CH ₃ , OCH3, and OCDj.

[00446] Provided herein as Embodiment 35 is the compound or salt of Embodiment 34, wherein each of the 1 -4 substituents independently is selected from the group consisting of Cl, F, CN, CH ₃ , CD _3> CHzCHs, CH(CH ₃ ) ₂ , CF ₃ , CHF,. CH ₂ F, CH ₂ CHF ₂ , CH,CH _? F, CH(CH ₂ F) ₂ . CH(CH ₃ )CH ₂ F, CH(CH ₃ )CHF ₂ , C(=CH ₂ )CH,F, OH, CH2OH, CH2CH2OH, CH(CH ₃ )CH ₂ OH, C(CH ₃ ) ₂ OH.

[00447] Provided herein as Embodiment 36 is the compound or salt of Embodiment 35, wherein each of the 1-4 substituents independently is CH ₃ , CH2CH2OCH3. CH2CH2OCD3,

[00448] Provided herein as Embodiment 37 is the compound or salt of any one of Embodiments 31-

[00449] Provided herein as Embodiment 38 is the compound or salt of Embodiment 37, wherein Z

[00450] Provided herein as Embodiment 39 is the compound or salt of any one of Embodiments 31- , in Z . : ; [00453] Provided herein as Embodiment 42 is the compound or salt of Embodiment 41, wherein each of the 1-4 substituents of Z independently is CH ₃ , CH ₂ CH ₂ OCH ₃ , CH ₂ CH ₂ OC , , [00454] Provided herein as Embodiment 43 is the compound or salt of Embodiment 41 or 42, wherein Z is substituted with 2 substituents.

[00455] Provided herein as Embodiment 44 is the compound or salt of Embodiment 43, wherein at least one substituent is CH ₃ .

[00456] Provided herein as Embodiment 45 is the compound or salt of Embodiment 43, wherein each substituent is CH3.

[00457] Provided herein as Embodiment 46 is the compound or salt of Embodiment 43 or 44, wherein Z is substituted with CH _:; and CH2CH2OCH3.

[00458] Provided herein as Embodiment 47 is the compound or salt of Embodiment 43 or 44,

[00459] Provided herein as Embodiment 48 is the compound or salt of Embodiment 43 or 44, wherein Z is substituted

[00460] Provided herein as Embodiment 49 is the compound or salt of Embodiment 43 or 44. wherein Z is substituted

[00461] Provided herein as Embodiment 50 is the compound or salt of Embodiment 41, wherein Z [00462] Provided herein as Embodiment 51 is the compound or salt of Embodiment 50, wherein Z

[00463] Provided herein as Embodiment 52 is the compound or salt of Embodiment 50, wherein Z

[00464] Provided herein as Embodiment 53 is the compound or salt of Embodiment 46, wherein Z

[00465] Provided herein as Embodiment 54 is the compound or salt of Embodiment 50, wherein Z

[00466] Provided herein as Embodiment 55 is the compound or salt of Embodiment 50, wherein Z

[00467] Provided herein as Embodiment 56 is the compound or salt of Embodiment 1 having a

pharmaceutically acceptable salt thereof

[00468] Provided herein as Embodiment 57 is the compound of Embodiment 56 having a structure: pharmaceutically acceptable salt thereof.

[00469] Provided herein as Embodiment 58 is a compound of Formula (II):

a pharmaceutically acceptable salt thereof, wherei m is 0, 1, 2, 3, or 4; n is 0, 1, or 2; A is N, CH, C-halo, C-CN, C-C _1-3 alkyl, C-C _1-3 haloalkyl, C-C _0-3 alkyleneOH, or C-C _0- 3alkylene-C1-4alkoxy; each of W ¹ and W ² independently is N, CH, C-halo, C-CN, C-C _1-3 alkyl, C-C _2-3 alkenyl, C-C _{2- 3} alkynyl, C-C _1-3 haloalkyl, C-C _0-3 alkyleneOH, or C-C _0-3 alkylene-C _1-4 alkoxy, wherein each of the alkenyl and alkynyl is unsubstituted or substituted with 1 or more substituents; X is heterocycloalkyl or heterocycloalkenyl, each having 4-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, wherein each of the heterocycloalkyl and heterocycloalkenyl is unsubstituted or substituted with 1 or more substituents; Z is phenyl, heteroaryl comprising 5 or 6 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or a bicyclic ring comprising a heteroaryl having 5 or 6 total ring atoms and 1-3 heteroatoms selected from N, O, and S fused to a to a cycloalkyl ring having 5 or 6 total ring atoms or a heterocycloalkyl ring having 5 or 6 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; wherein each of the phenyl, heteroaryl, and bicyclic ring is unsubstituted or substituted with 1 or more substituents; is C _2-6 alkylene, C _3-6 alkenylene, heteroalkylene having 2-6 total atoms and 1-3 heteroatoms selected from N, O, and S, or heteroalkenylene having 3-6 total atoms and 1 or 2 heteroatoms selected from N, O, and S, wherein is unsubstituted or substituted with 1 or more substituents; each of R ^1a , R ^1b , and R ² independently is H, D, halo, C _1-4 alkyl, C _1-4 haloalkyl, C _1-2 alkylene- OH, C _0-2 alkylene-C _1-4 alkoxy, C _0-2 alkylene-C _1-4 haloalkoxy, C _0-2 alkylene-CN, C _{0- 2} alkylene-N(R ^N1 ) ₂ , C _1-2 alkylene-heterocycloalkyl having 3-6 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S, or R ^!b and R ² , together with the carbon Rla-=: - 1 atoms to which they are attached, form ’ ; each R ³ independently is Ci.jalkyl, Ci-shaloalkyl, , , Co- jalkyleneCN, Co-jalkyleneOH, or Co-salkylene-Ci-salkoxy ; two geminal R:’, together with the atom to which they are attached, form oxo, spiro-Ca-rcycloalkyl, spiro-Ch- jcycloalkenyl, spiro-heterocycloalkyl having 3-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S, or spiro-heterocycloalkenyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and St or two vicinal R ^J , together with the atoms to which they are attached, form fused-Cw/cycloalkyl. fused- Ch-rcycloalkenyl, fused-heterocycloalkyl having 3-7 total ring atoms and 1 or 2 heteroatoms selected from N. O, and S, or ftised-heterocycloalkenyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; each R ⁴ independently is Ci.jalkyl, Ci-shaloalkyl, Co-salkyleneCN, Ci-salkyleneOH, or Ci. ralkyleoe-Ci-ralkoxy; or two geminal R‘ ^: . together with the atom to which they are attached, form oxo. spiro-Ch-vcycloaikyl. or spiro-heterocycloalkyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N. O and S;

R ⁵ is halo, Ci-jhaloalkyl, Chalky!, Cboalkenyl. Cz-mikynyl. Ci.?,alkoxy, Cnsthioalkyl, Cj. -cycloalkyl, Cs-Tcycloalkenyl, heterocycloalkyl having 3-7 total ring atoms and 1-3 heteroatoms selected from N, O. and S, or heterocycloalkenyl having 5-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, wherein each of the foregoing independently is unsubstituted or substituted with 1 or more substituents; each of R ^A1 and R ^A2 independently is H, Ci-jalkyl, Cj.jhaloalkyl, or Cwcycloalkyl; and each R ^NI independently is H or Chalky 1.

[00470] Provided herein as Embodiment 59 is the compound or salt of Embodiment 58, wherein at least one of R’ ^a , R ^lb , and R ² is H or D.

[00471] Provided herein as Embodiment 60 is the compound or salt of Embodiment 59, wherein each of R ^la , R ^!b , and R ² independently is H or D.

[00472] Provided herein as Embodiment 61 is the compound or salt of Embodiment 60, wherein each of R . R ^ib , and R ² is H.

[00473] Provided herein as Embodiment 62 is the compound or salt of Embodiment 60, wherein each of R ^la , R ^ib , and R ² is D.

[00474] Provided herein as Embodiment 63 is the compound or salt of Embodiment 58 or 59. wherein at least one of R ^!a , R ^lb , and R ² is halo [00475] Provided herein as Embodiment 64 is the compound or salt of Embodiment 63, wherein R ^!a is halo and each of R ^!b and R ² is H.

[00476] Provided herein as Embodiment 65 is the compound or salt of Embodiment 63 or 64. wherein each halo independently is Br, CL or F.

[00477] Provided herein as Embodiment 66 is the compound or salt of Embodiment 58 or 59. wherein at least one of R ^!a , R ^lb , and R ² is Cwalkyl or Ci-dialoalkyl.

[00478] Pro vided herein as Embodiment 67 is the compound or salt of Embodiment 66, wherein at least one of R ^la , R ^lb , and R ² is CH ₃ . CH ₂ F, Ci it .-. or CF ₃ .

[00479] Provided herein as Embodiment 68 is the compound or salt of Embodiment 58 or 59, wherein at least one of R’ ^a , R ^,b . and R ² is C i.?alkylene-OH, Co-jalkydene-Ci-ialkoxy, Chalky iene-Cj- Jialoalkoxy, Cwalkylene-CN, or Co-2alkylene-N(R ^N1 )?.

[00480] Provided herein as Embodiment 69 is the compound or salt of Embodiment 68, wherein each R ^N1 independently is H or CHv

[00481] Provided herein as Embodiment 70 is the compound or salt of Embodiment 69, wherein each R ^K! is H.

[00482] Provided herein as Embodiment 71 is the compound or salt of Embodiment 68 or 69, wherein at least one of R ^la , R ^,b . and R ² is CHjOH, OCH .. CH2OCH3, OCF 3, CH2OCF3, CN, CH ₂ CN, NH _/; , N(CH ₃ )2, CH2NH2, or CH ₂ N(CH ₃ )2.

[00483] Provided herein as Embodiment 72 is the compound or salt of Embodiment 58 or 59, wherein at least one of R ^la , R ^lb , and R ² is Ci-jalkylene-heterocycloalkyl having 3-6 total ring atoms and 1 or 2 hctcroatoms selected from N, O, and S.

[00484] Provided herein as Embodiment 73 is the compound or salt of Embodiment 72, wherein the heterocycloalkyl is aziridinyl, azetidinyl, pyrrolidinyl, piperidinyl, or morpholinyl.

[00485] Provided herein as Embodiment 74 is the compound or salt of Embodiment 72 or 73, wherein at least one of R’ ^a , R ^lb . and R ² is aziridin-l-yl -methyl, azetidin-l-yl-methyl, pyrrolidine- 1-yl- methyl, piperidin-l-yl-methyl, or morpholin-l-yl-methyl.

[00486] Provided herein as Embodiment 75 is the compound or salt of Embodiment 58 or 59, wherein R ^,b and R ^: , together with the carbon atoms to which they are attached, form

[00487] Provided herein as Embodiment 76 is the compound or salt of Embodiment 58, wherein

[00488] Provided herein as Embodiment 77 is the compound or salt of Embodiment 76, wherein

[00489] Provided herein as Embodiment 78 is the compound or salt of any one of Embodiments 58-

77, wherein m is 0.

[00490] Provided herein as Embodiment 79 is the compound or salt of any one of Embodiments 58-

77, wherein m is 1.

[00491] Provided herein as Embodiment 80 is the compound or salt of any one of Embodiments 58-

77, wherein m is 2.

[00492] Pro vided herein as Embodiment 81 is the compound or salt of any one of Embodiments 58-

77, wherein m is 3.

[00493] Provided herein as Embod iment 82 is the compound or salt of any one of Embodiments 58-

77, wherein m is 4.

[00494] Provided herein as Embodiment 83 is the compound or salt of any one of Embodiments 58-

82, wherein

[00495] Provided herein as Embodiment 84 is the compound or salt of Embodiment 83, wherein [00496] Provided herein as Embodiment 85 is the compound of salt of any one of Embodiments 79- 82, wherein at least one R ³ is C _1-3 alkyl or C _1-3 haloalkyl. [00497] Provided herein as Embodiment 86 is the compound or salt of Embodiment 85, wherein at least one R ³ is CH ₃ , CH ₂ CH ₃ , CF ₃ , CHF ₂ , or CH ₂ F. [00498] Provided herein as Embodiment 87 is the compound or salt of Embodiment 86, wherein at least one R ³ is CH ₃ . [00499] Provided herein as Embodiment 88 is the compound or salt of any one of Embodiments 79- 82, wherein at least one R ³ is or . [00500] Provided her ound or salt of Embodiment 88, wherein each of R ^A1 and R ^A2 independently is H, CH ₃ , CH ₂ F, CHF ₂ , CF ₃ , CH ₂ CH ₃ , CH ₂ CH ₂ CH ₃ , CH(CH ₃ ) ₂ , cyclopropyl, or cyclobutyl. [00501] Provided herein as Embodiment 90 is the compound of Embodiment 88 or 89, wherein at 3 , diments 79- 82, wherein at least one R ³ is C _0-3 alkyleneCN. [00503] Provided herein as Embodiment 92 is the compound or salt of Embodiment 91, wherein at least one R ³ is CN or CH ₂ CN. [00504] Provided herein as Embodiment 93 is the compound or salt of any one of Embodiments 79- 82, wherein at least one R ³ is C _0-3 alkyleneOH or C _0-3 alkylene-C _1-3 alkoxy. [00505] Provided herein as Embodiment 94 is the compound or salt of Embodiment 93, wherein at least one R ³ is OH, CH ₂ OH, CH ₂ CH ₂ OH, OCH ₃ , CH ₂ OCH ₃ , or CH ₂ CH ₂ OCH ₃ . [00506] Provided herein as Embodiment 95 is the compound or salt of any one of Embodiments 80- 82, wherein two geminal R ³ , together with the atom to which they are attached, form oxo. [00507] Provided herein as Embodiment 96 is the compound or salt of any one of Embodiments 80- 82, wherein two geminal R ³ , together with the atom to which they are attached, form spiro-C _{3- 7} cycloalkyl or spiro-heterocycloalkyl having 3-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S. [00508] Provided herein as Embodiment 97 is the compound or salt of Embodiment 96, wherein two geminal R ³ , together with tire atom to which they are attached, form spiro-cyclopropyl, spirocyclobutyl, spiro-oxetanyl, or spiro-tetrahydrofuranyl.

[00509] Provided herein as Embodiment 98 is the compound or salt of any one of Embodiments 80- 82, wherein two geminal R ³ , together with the atom to which they are attached, form spiro-Ch- -cycloalkenyl or spiro-heterocycloalkenyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S.

[00510] Provided herein as Embodiment 99 is the compound or salt of any one of Embodiments SO- 82, wherein two vicinal R ^J , together with the atoms to which they are attached, form fused-C ₃ .

?cycloalkyl or fused-heterocycloalkyl having 3-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S

[00511 ] Provided herein as Embodiment 100 is the compound or salt of Embodiment 99, wherein two vicinal R ³ , together with the atoms to which they are attached, form fused-cyclopropyl or fused- cyclobutyl.

[00512] Provided herein as Embodiment 101 is the compound or salt of any one of Embodiments 80-82, wherein two vicinal R ³ , together with the atoms to which they are atached, form fused-C*. ?cycloalkenyl or fused-heterocycloalkenyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N. O and S.

[00513] Provided herein as Embodiment 102 is the compound or salt of any one of Embodiments 79-82, wherein each R ³ independently is CH ₃ , CH ₂ CH ₃ , CH ₂ F, CHF ₂ . CF ₃ , CN, CH ₂ CN, OH, CH ₂ OH, CH ₂ CH ₂ OH, OCHJ, CH ₂ OCH ₃ , or CH ₂ CH ₂ OCH ₃ ; two geminal R ³ , together with the atom to which they are attached, form oxo, spiro-cyclopropyl, spiro-cyclobutyl, spiro-oxetanyl, or spiro- tetrahydrofuranyl; or two vicinal R ³ , together with the atoms to which they are attached, form fused- cyclopropyl or fused-cyclobutyl.

[00514] Provided herein as Embodiment 103 is the compound or salt of any one of Embodiments 58-77, wherein m is 0; or m is 1 and R ³ is CH;, CH ₂ F, CHF ₂ , CF.;, CN, CH ₂ CN, CH?OH, or CH ₂ OCH ₃ ; or m is 2 and two geminal R ³ , together with the atom to which they are attached, form spiro-oxetanyl.

[00515] Provided herein as Embodiment 104 is the compound or salt of Embodiment 103, wherein m is 0; or m is 1 and R ³ is CH;. [00516] Provided herein as Embodiment 105 is the compound or salt of any one of Embodiments

[00517] Provided herein as Embodiment 106 is the compound or salt of Embodiment 105, wherein [00518] Provided herein as Embodiment 107 is the compound or salt of any one of Embodiments 58-106, wherein A is N, CH, or C-Ci-jalkyl.

[00519] Provided herein as Embodiment 108 is the compound or salt of any one of Embodiments 58-107, wherein A is N.

[00520] Provided herein as Embodiment 109 is the compound or salt of any one of Embodiments 58-106, wherein A is CH, C-halo, C-CN, C-Ci<,alkyl, C-Ci-shaloalkyl. C-Co-jalkyieneOH, or C-Co- ?aIkylene-Ci-4alkoxy .

[00521] Provided herein as Embodiment 110 is the compound or salt of Embodiment 107 or 109, wherein A is CH.

[00522] Provided herein as Embodiment 111 is the compound or salt of Embodiment 107 or 109, wherein A is C-CHj.

[00523] Provided herein as Embodiment 1 12 is the compound or salt of Embodiment 109, wherein A is C-F, C-Cl, or C-CN.

[00524] Provided herein as Embodiment 113 is the compound or salt of Embodiment 109, wherein A is C-Cl-LF, C-CHF,, or C-CF ₃ .

[00525] Provided herein as Embodiment 114 is the compound or salt of Embodiment 109, wherein A is C-Co-ralkyieneOH or C-Co-aalkylene-Cwalkoxy.

[00526] Provided herein as Embodiment 115 is the compound or salt of Embodiment 114, wherein A is C-OH, C-CI-LOH. C-OCTla, or C -CI-LOCH,.

[00527] Provided herein as Embodiment 1 16 is the compound or salt of any one of Embodiments 58-1 15, w'herein n is 0.

[00528] Provided herein as Embodiment 117 is the compound or salt of any one of Embodiments 58-115. wherein n is 1.

[00529] Provided herein as Embodiment 118 is the compound or salt of any one of Embodiments 58-1 15, w'herein n is 2.

[00530] Provided herein as Embodiment 119 is the compound or salt of Embodiment 117 or 118, w'herein at least one R ⁴ is Chalky] or Cj.jhaloalkyl.

[00531] Provided herein as Embodiment 120 is the compound or salt of Embodiment 119, w'herein at least one R< is CH _S CH ₂ CH _? , CH2CH2CH3, CH(CH ₃ ) ₂ , CH2F, CHF,, or CF ₃ .

[00532] Provided herein as Embodiment 121 is the compound or salt of Embodiment 120, wherein at least one R ⁴ is CH,. [00533] Provided herein as Embodiment 122 is the compound or salt of Embodiment 1 17 or 118, wherein at least one R ⁴ is CojalkyleneCN.

[00534] Provided herein as Embodiment 123 is the compound or salt of Embodiment 122, wherein at least one R ⁴ is CN or CH ₂ CN.

[00535] Provided herein as Embodiment 124 is the compound or salt of Embodiment 1 17 or 118, wherein at least one R ⁴ is Ci-jalkyleneOH or Croalkylene-Croaikoxy.

[00536] Pro vided herein as Embodiment 125 is the compound or salt of Embodiment 124, wherein at least one R ⁴ is CELOH. CH ₂ CH ₂ OH, CH ₂ OCH ₃ , or CH ₂ CH ₂ OCH ₃ .

[00537] Provided herein as Embodiment 126 is the compound or salt Embodiment 118, wherein two geminal R ⁴ together with the atom to which they are attached, form oxo.

[00538] Provided herein as Embodiment 127 is the compound or salt of Embodiment 118, wherein two geminal R ⁴ , together with the atom to which they are attached, form spiro-C ₃ .7cycloalkyl or spiroheterocycloalkyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S.

[00539] Provided herein as Embodiment 128 is the compound or salt of Embodiment 127, wherein two geminal R ⁴ , together with the atom to w hich they are attached, form spiro-cyclopropyl, spiro- cyclobutyl, or spiro-oxetanyl.

[00540] Provided herein as Embodiment 129 is the compound or salt of any one of Embodiments

58-108, wherein .

[00541] Provided herein as Embodiment 130 is the compound or salt of Embodiment any one of

Embodiments 58-129, wherein ■' ■ is unsubstituted.

[00542] Provided herein as Embodiment 131 is the compound or salt of any one of Embodiments

58-129, wherein •' ’ is substituted with 1-4 substituents.

[00543] Provided herein as Embodiment 132 is the compound or salt of Embodiment 131, wherein each substituent independently is Ci- ₃ alkyl, Ci- ₃ haloalkyl, C _2.3 alkenyl. halo, CN. Co-ialkydeneOH. Co- salkylene-Cicalkoxy. C ₃ -scycloalkyl, Ci-scycloalkenyl, heterocycloalkyl having 4 or 5 total ring atoms and 1 -3 heteroatoms selected from N, O, and S, heterocycloalkenyl having 4 or 5 total ring atoms and 1-3 heteroatoms selected from N, O, and S, phenyl; or two geminal substituents, together with the atom to which they are attached, form oxo, -CH ₂ , spiro-Cs-scycloalkyl, spiro-C-t-scycloalkenyl, spiro- heterocycloalkyl having 3-5 total ring atoms and 1 or 2 heteroatoms selected from N, O and S, or spiro-heterocycloalkenyl having 4 or 5 total ring atoms and 1 or 2 heteroatoms selected from N, O and S; or two vicinal substituents, together with the atoms to which they are attached, form fused-Cs- scycloalkyl, fused-Cb-seycloalkenyl, fused-heterocycioalkyl having 3-5 total ring atoms and 1 or 2 heteroatoms selected from N, O and S or fused-heterocycloalkenyl having 4 or 5 total ring atoms and 1 or 2 heteroaioms selected from N, O and S.

[00544] Provided herein as Embodiment 133 is the compound or salt of Embodiment 132, wherein each substituent independently is Ci-salkyl, Ci-Jialoalkyl, Cr-ralkenyl, halo, Co-salkyleneOH, Co- aalkylene-Ci-salkoxy; or two geminal substituents, together with the atom to which they are attached, form oxo or =CH2; or two vicinal substituents, together with the atoms to which they arc attached, form fuscd-Cj-scycloalkyl or fused-heterocycioalkyl having 4 or 5 total ring atoms and 1 or 2. heteroatoms selected from N, O and S.

[00545] Provided herein as Embodiment 134 is the compound or salt of Embodiment 133, wherein is substituted with CH?, =CH2, oxo, Cl, F, OH, OCHj, , or , or a combination of the foregoing.

[00546] Provided herein as Embodiment 135 is the compound or salt of any one of Embodiments 58-134, wherein ^: '• is C2-6alkylene.

[00547] Provided herein as Embodiment 136 is the compound or salt of Embodiment 135, wherein

[00548] Provided herein as Embodiment 137 is the compound or salt of any one of Embodiments

[00549] Provided herein as Embodiment 138 is the compound or salt of Embodiment 135. wherein • ’ is Cjalky lenc.

[00550] Provided herein as Embodiment 139 is the compound or salt of any one of Embodiments

[00551] Provided herein as Embodiment 140 is the compound or sail of Embodiment 135, wherein

[00552] Provided herein as Embodiment 141 is the compound or salt of Embodiment 140, wherein . wherein p is 0, 1, 2, or 3, and each R' independently is CHj, Cl, F, OH, or OCHy or two geminal R ⁷ , together with the atom to which they are attached form oxo or ^CIE: or two vicinal R ⁷ , together with the atoms to which they are attached ein as Embodiment 142 is the compound or salt of any one of Embodiments

58-134, wherein ' '■ is Cs^alkenylene

[00554] Provided hereto as Embodiment 143 is the compound or salt of Embodiment 142, wherein

'■ is Csalkenylene.

[00555] Provided herein as Embodiment 144 is the compound or salt of any one of Embodiments

[00556] Provided herein as Embodiment 145 is the compound or salt of Embodiment 141, wherein

'■ is C^alkenylene.

[00557] Provided herein as Embodiment 146 is the compound or salt of Embodiment 145, wherein each R ' independently is CHa, Ci, F, OH. OCHy or two geminal

R ^? , together with the atom to which they are attached form oxo or =CH _? ; or two vicinal R ⁷ . together

[00558] Pro vided herein as Embodiment 147 is the compound or salt of any one of Embodiments

58-134, wherein ' '< is heteroalkylene having 2-6 total atoms and 1-3 heteroatoms selected from N,

O, and S.

[00559] Provided herein as Embodiment 148 is the compound or salt of Embodiment 147, wherein the heteroalky lene has 2-4 total atoms and 1 or 2 heteroatoms selected from N, O, and S.

[00560] Provided herein as Embodiment 149 is the compound or salt of any one of Embodiments

[00561] Provided herein as Embodiment 150 is the compound or salt of Embodiment 149, wherein

[00562] Pro vided herein as Embodiment 151 is the compound or salt of any one of Embodiments 58-134, wherein • ' *. is heteroalkenylene having 3-6 total atoms and 1 or 2 heteroatoms selected from N, O, and S. [00563] Provided herein as Embodiment 152 is the compound or salt of any one of Embodiments

[00564] Provided herein as Embodiment 153 is the compound or salt of Embodiment 152, wherein

[00565] Provided herein as Embodiment 154 is the compound or salt of Embodiment 153, wherein

[00566] Provided herein as Embodiment 155 is the compound or salt of any one of Embodiments 58-154. wherein W ¹ is N. [00567] Provided herein as Embodiment 156 is the compound or salt of any one of Embodiments 58-154, wherein W’ is CH.

[00568] Provided herein as Embodiment 157 is the compound or salt of any one of Embodiments 58-154, wherein W’ is C-F, C-Cl. or C-CN.

[00569] Provided herein as Embodiment 158 is the compound or salt of any one of Embodiments 58-154, wherein W’ is C-C1.3alkyl or C-Ci-shaloalkyl.

[00570] Provided herein as Embodiment 159 is the coinpound or salt of Embodiment 158, wherein W ³ is ( -CH. C-CH2CH3, C-CH2F, C-CHF ₂ , or C-CF3.

[00571 ] Provided herein as Embodiment 160 is the compound or salt of any one of Embodiments 58-154, wherein W ¹ is C-CC-ialkenyl or C-Cz-salkynyi, and each of the alkenyl and alkynyl is unsubstituted or substituted w ith 1 or more substituents.

[00572] Provided herein as Embodiment 161 is the compound or salt of Embodiment 160, wherein each of the C-C?.-3alkenyl and C-Cjoalkyny 1 is unsubstituted.

[00573] Provided herein as Embodiment 162 is the compound or salt of Embodiment 160, wherein each of the C-C2-jalkenyl and C-Cwalkynyl is substituted with 1-3 substituents, and each substituent independently is halo. C i-shaloalkyl . Co-aalkyleneOH. or Chalky leneCwalkoxy.

[00574] Provided herein as Embodiment 163 is the compound or salt of Embodiment 160, wherein

[00575] Provided herein as Embodiment 164 is the compound or salt of any one of Embodiments 58-154, wherein W ¹ is C-Co-jalkyleneOH or C-Co-5alkylene-C]-4alkoxy

[00576] Provided herein as Embodiment 165 is the compound or salt of Embodiment 164, wherein W ³ is C-OH, C-CH2OH, C-OC1 i .. or C-CH>OCH _; .

[00577] Provided herein as Embodiment 166 is the compound or salt of any one of Embodiments 58-165, wherein W ² is N.

[00578] Provided herein as Embodiment 167 is the compound or salt of any one of Embodiments 58-165, wherein W ² is CH.

[00579] Provided herein as Embodiment 168 is the compound or salt of any one of Embodiments 58-165, wherein W ² is C-F, C-Cl. or C-CN.

[00580] Provided herein as Embodiment 169 is the compound or salt of any one of Embodiments 58-165, wherein W ² is C-Cwalkyl or C-Ci-shaloalkyl.

[00581] Provided herein as Embodiment 170 is the compound or salt of Embodiment 169, wherein W ² is C-CHs, C-CH2CH3, C-CH2F, C-CHFj, or C-CF3. [00582] Provided herein as Embodiment 171 is the compound or salt of any one of Embodiments 58-165, wherein W ² is C-C ₂ .jalkenyl or C-Cwalkynyl, and each of the alkenyl and alkynyl is unsubstituted or substituted with 1 or more substituents.

[00583] Provided herein as Embodiment 172 is the compound or salt of Embodiment 171, wherein each of the C-Cj-ralkenyl and C-Cj.jalkynyl is unsubstituted.

[00584] Provided herein as Embodiment 173 is the compound or salt of Embodiment 171. wherein each of the C-Cb.salkenyl and C-Cwalkynyl is substituted w ith 1-3 substituents, and each substituent independently is halo, Ci.jhaloaikyl. Co-aalkyleneOFl. or CnjalkyleneCMalkow.

[00585] Provided herein as Embodiment 174 is the compound or salt of Embodiment 171, wherein W ² is C-CH=CH ₂ , C-C(OH)=CH ₂ , C-CH=CH(OH), or C-CCH.

[00586] Provided herein as Embodiment 175 is the compound or salt of any one of Embodiments 58-165, wherein W ^z is C-Co-ralkyleneOH or C-Co-ralkylene-CMalkoxy.

[00587] Provided herein as Embodiment 176 is the compound or salt of Embodiment 175, wherein W ² is C-OH. C-CH ₂ OH, C-OCH;, or C-CH ₂ OCH ₅ .

[00588] Provided herein as Embodiment 177 is the compound or salt of any one of Embodiments 58-154. wherein each of W ¹ and W ² independently is N. CH, or C-CHa.

[00589] Provided herein as Embodiment 178 is the compound or salt of Embodiment 177, wherein W ¹ is CH and W ² is N, CH, or C-CHj.

[00590] Provided herein as Embodiment 179 is the compound or salt of Embodiment 177, wherein W ² is N and W ³ is N, CH, or C-CH ₂ „

[00591] Provided herein as Embodiment 180 is the compound or salt of Embodiment 177, wherein W ³ is CH and W ² is N.

[00592] Provided herein as Embodiment 181 is the compound or salt of Embodiment 180, wherein [00593] Provided herein as Embodiment 182 is the compound or salt of Embodiment 180, wherein . mbodiment 183 is the compound or salt of any one of Embodiments 58-182, wherein R ⁵ is Br, Cl, or F. [00595] Provided herein as Embodiment 184 is the compound or salt of any one of Embodiments 58-182, wherein R ⁵ is C _1-3 haloalkyl. [00596] Provided herein as Embodiment 185 is the compound or salt of Embodiment 184, wherein R ⁵ is CF ₃ , CF ₂ H, CFH ₂ , or CF ₂ CH ₃ . [00597] Provided herein as Embodiment 186 is the compound or salt of Embodiment 185 wherein R ⁵ is CF ₃ or CF ₂ H. [00598] Provided herein as Embodiment 187 is the compound or salt of any one of Embodiments 58-182, wherein R ⁵ is C _1-3 alkoxy or C _1-3 thioalkyl. [00599] Provided herein as Embodiment 188 is the compound or salt of Embodiment 187, wherein R ⁵ is OCH3, or SCH3. [00600] Provided herein as Embodiment 189 is the compound or salt of any one of Embodiments 58-182, wherein R ⁵ is C _1-6 alkyl, C _2-4 alkenyl, or C _2-4 alkynyl, and each of the foregoing independently is unsubstituted or substituted with 1-3 substituents. [00601] Provided herein as Embodiment 190 is the compound or salt of Embodiment 189, wherein the alkyl is CH ₃ , CH ₂ CH ₃ , CH ₂ CH ₂ CH ₃ , or CH(CH ₃ ) ₂ ; the alkenyl is CH=CH ₂ or CH=CHCH ₃ ; and the alkynyl is or , wherein each of the foregoing is unsubstituted or substituted w [00602] Provided herein as Embodiment 191 is the compound or salt of Embodiment 189 or 190, wherein R ⁵ is unsubstituted. [00603] Provided herein as Embodiment 192 is the compound or salt of Embodiment 189 or 190, wherein R ⁵ is substituted with 1-3 substituents, and each substituent independently is C _1-3 haloalkyl, C _0-6 alkylene-OH, C _0-6 alkylene-C _1-3 alkoxy, C _3-7 cycloalkyl, C _5-7 cycloalkenyl, heterocycloalkyl having 3-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, heterocycloalkenyl having 4-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or phenyl. [00604] Provided herein as Embodiment 193 is the compound or salt of Embodiment 192 wherein each substituent independently is CH ₃ , CF ₃ , CF ₂ H, CFH ₂ , OH, OCH ₃ , OCF ₃ , CH ₂ OH, CH ₂ OCH ₃ , cyclopropyl, cyclobutyl, or phenyl. [00605] Provided herein as Embodiment 194 is the compound or salt of Embodiment 189, wherein R ⁵ is CH ₃ , CH ₂ CH ₃ , CH ₂ CH ₂ CH ₃ , CH(CH ₃ ) ₂ , , , , , ts 58-182, wherein R ⁵ is C _3-7 cycloalkyl, C _5-7 cycloalkenyl, heterocycloalkyl having 3-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or heterocycloalkenyl having 5-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, wherein each of the foregoing is unsubstituted or substituted with 1-3 substituents. [00607] Provided herein as Embodiment 196 is the compound or salt of Embodiment 195, wherein R ⁵ is unsubstituted. [00608] Provided herein as Embodiment 197 is the compound or salt of Embodiment 195, wherein R ⁵ is substituted with 1-3 substituents, and each substituent independently is halo, C _1-3 alkyl, C _{1- 3} haloalkyl, C _0-6 alkylene(OH), or C _0-6 alkylene-C _1-3 alkoxy. [00609] Provided herein as Embodiment 198 is the compound or salt of any one of Embodiments 58-182, wherein R ⁵ is CH3, CF3, CF2H, CFH2, CH2CH3, CH2CH2CH3, CH(CH3)2, , odiments 58-154, wherein W ¹ is CH, W ² is N, and R ⁵ is CF ₃ , CF ₂ H, or CFH ₂ . [00611] Provided herein as Embodiment 200 is the compound or salt of any one of Embodiments , [00612] Provided herein as Embodiment 201 is the compound or salt of Embodiment 200, wherein

[00613] Pro vided herein as Embodiment 202 is the compound of Embodiment 2.01, wherein [00614] Provided herein as Embodiment 203 is the compound or salt of any one of Embodiments 1- , , , , , , _-3 , _-3 , - ₃ haloalkyl, C _0-3 alkylene-OH, C _0-3 alkylene-C _1-3 alkoxy, deuterated C _0-3 alkylene-C _1-3 alkoxy, or C _{1- 4} alkylene-N(R ^N1 ) ₂ ; or two geminal R ⁶ , together with the atom to which they are attached, form oxo, =CH ₂ , spiro-C _3-7 cycloalkyl, spiro-C _4-7 cycloalkenyl, spiro-heterocycloalkyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S, or spiro-heterocycloalkenyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S; or two vicinal R ⁶ , together with the atoms to which they are attached, form fused-C _3-7 cycloalkyl, fused-C _4-7 cycloalkenyl, fused-heterocycloalkyl having 4-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or fused- heterocycloalkenyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; or two non-neighboring R ⁶ join together to form a C _1-3 alkylene bridge, a C _2-3 alkenylene bridge, a C _{1- 3} ether bridge, or a C _1-3 thioether bridge; or Y and a vicinal R ⁶ , together with the atoms to which they are attached, form fused-C _3-7 cycloalkyl, fused-C _4-7 cycloalkenyl, fused-heterocycloalkyl having 3-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or fused-heterocycloalkenyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; wherein the cycloalkyl, cycloalkenyl, heterocycloalkyl or heterocycloalkenyl of any of the foregoing is unsubstituted or substituted with 1 or more substituents; and each R ^N1 independently is H or C _1-4 alkyl. [00615] Provided herein as Embodiment 204 is the compound or salt of Embodiment 203, wherein o is 0. [00616] Provided herein as Embodiment 205 is the compound or salt of Embodiment 203, wherein o is 1. [00617] Provided herein as Embodiment 206 is the compound or salt of Embodiment 203, wherein o is 2. [00618] Provided herein as Embodiment 207 is the compound or salt of Embodiment 203, wherein o is 3. [00619] Provided herein as Embodiment 208 is the compound or salt of Embodiment 203, wherein o is 4. [00620] Provided herein as Embodiment 209 is the compound or salt of any one of Embodiments 205-208, wherein at least one R ⁶ is Br, Cl, F, or CN. [00621] Provided herein as Embodiment 210 is the compound or salt of Embodiment 209, wherein at least one R ⁶ is F. [00622] Provided herein as Embodiment 211 is the compound or salt of any one of Embodiments 205-208, wherein at least one R ⁶ is C _1-3 alkyl or C _1-3 haloalkyl. [00623] Provided herein as Embodiment 212 is the compound or salt of Embodiment 211, wherein at least one R ⁶ is CH ₃ , CH ₂ F, CHF ₂ , or CF ₃ . [00624] Provided herein as Embodiment 213 is the compound or salt of any one of Embodiments 205-208, wherein at least one R ⁶ is C _0-3 alkylene-OH, C _0-3 alkylene-C _1-3 alkoxy, deuterated C _0-3 alkylene- C _1-3 alkoxy, or C _1-4 alkylene-N(R ^N1 ) ₂ , and each R ^N1 independently is H or CH ₃ . [00625] Provided herein as Embodiment 214 is the compound or salt of Embodiment 213, wherein at least one R ⁶ is OH, CH ₂ OH, OCH ₃ , OCD ₃ , CH ₂ OCH ₃ , or CH ₂ N(CH ₃ ) ₂ . [00626] Provided herein as Embodiment 215 is the compound or salt of any one of Embodiments 206-208, wherein two geminal R ⁶ , together with the atom to which they are attached, form oxo or =CH ₂ . [00627] Provided herein as Embodiment 216 is the compound or salt of any one of Embodiments 2206-208, wherein two geminal R ⁶ , together with the atom to which they are attached, form spiro-C _3- 7cycloalkyl, spiro-C4-7cycloalkenyl, spiro-heterocycloalkyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S, or spiro-heterocycloalkenyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S, wherein any of the foregoing is unsubstituted or substituted with 1 or more substituents. [00628] Provided herein as Embodiment 217 is the compound or salt of Embodiment 216, wherein two geminal R ⁶ , together with the atom to which they are attached, form spiro-C _3-7 cycloalkyl or spiro- heterocycloalkyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S, wherein any of the foregoing is unsubstituted or substituted with 1 or more substituents. [00629] Provided herein as Embodiment 218 is the compound or salt of Embodiment 217, wherein two geminal R ⁶ , together with the atom to which they are attached, form spiro-cyclopropyl, spiro- cyclobutyl, spiro-oxetanyl, or spiro-tetrahydrofuranyl, wherein any of the foregoing is unsubstituted or substituted with 1 or more substituents. [00630] Provided herein as Embodiment 219 is the compound or salt of any one of Embodiments 206-208, wherein two vicinal R ⁶ , together with the atoms to which they are attached, form fused-C3- ₇ cycloalkyl, fused-C _4-7 cycloalkenyl, fused-heterocycloalkyl having 4-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or fused-heterocycloalkenyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S, or Y and a vicinal R ⁶ , together with the atoms to which they are attached, form fused-C _3-7 cycloalkyl, fused-C _4-7 cycloalkenyl, fused-heterocycloalkyl having 3- 7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or fused-heterocycloalkenyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; wherein the cycloalkyl, cycloalkenyl, heterocycloalkyl, or heterocycloalkenyl of any of the foregoing is unsubstituted or substituted with 1 or more substituents. [00631] Provided herein as Embodiment 220 is the compound or salt of Embodiment 219, wherein two vicinal R ⁶ , together with the atoms to which they are attached, form fused-C _3-7 cycloalkyl, or Y and a vicinal R ⁶ , together with the atoms to which they are attached, form fused-C _3-7 cycloalkyl, wherein the cycloalkyl of any of the foregoing is unsubstituted or substituted with 1 or more substituents. [00632] Provided herein as Embodiment 221 is the compound or salt of Embodiment 219 or 220, wherein the fused-C _3-7 cycloalkyl is fused-cyclopropyl, fused-cyclobutyl, or fused-cyclopentyl, and any of the foregoing is unsubstituted or substituted with 1 or more substituents. [00633] Provided herein as Embodiment 222 is the compound or salt of any one of Embodiments 216-221, wherein the cycloalkyl, cycloalkenyl, heterocycloalkyl, or heterocycloalkenyl is unsubstituted. [00634] Provided herein as Embodiment 223 is the compound or salt of any one of Embodiments 216-221, wherein the cycloalkyl, cycloalkenyl, heterocycloalkyl, or heterocycloalkenyl is substituted with 1 or more substituents. [00635] Provided herein as Embodiment 224 is the compound or salt of any one of Embodiments 216-221, wherein the cycloalkyl, cycloalkenyl, heterocycloalkyl, or heterocycloalkenyl is substituted with 1 or 2 substituents. [00636] Provided herein as Embodiment 225 is the compound or salt of Embodiment 223 or 224, wherein each substituent independently is halo, C _1-3 alkyl, C _1-3 haloalkyl, C _0-2 alkyleneOH, C _0- 2alkyleneC1-3alkoxy, or C0-2alkyleneCN. [00637] Provided herein as Embodiment 226 is the compound or salt of Embodiment 225, wherein each substituent independently is F, Cl, OH, OCH ₃ , OCH ₂ CH ₃ , or CN. [00638] Provided herein as Embodiment 227 is the compound or salt of any one of Embodiments 206-208, wherein two non-neighboring R ⁶ join together to form a C _1-3 alkylene bridge, a C _{2- 3} alkenylene bridge, a C _1-3 ether bridge, or a C _1-3 thioether bridge. [00639] Provided herein as Embodiment 228 is the compound or salt of Embodiment 227, wherein two non-neighboring R ⁶ join together to form —CH ₂ —, —CH ₂ CH ₂ —, —CH ₂ CH ₂ CH ₂ —, —CH ₂ - CH=CH— or —CH ₂ OCH ₂ —. [00640] Provided herein as Embodiment 229 is the compound or salt of any one of Embodiments 203-228, wherein Y is N.

[00641 ] Provided herein as Embodiment 230 is the compound or salt of any one of Embodiments 203-228, wherein Y is CH.

[00642] Provided herein as Embodiment 231 is the compound or salt of any one of Embodiments 203-228, wherein Y is C-halo, C-CN. C-Ci-jalkyl, C-Crohaioalkyl, C-Co-jalkyleneOH, or C-Co- lalkylene-Cuialkoxy .

[00643] Provided herein as Embodiment 232 is the compound or salt of Embodiment 231, wherein Y is C-F, C-Cl, C-CH ₃ , C-CH2CH3, C-CH ₂ F, C-CHF ₂ . C-CF3, C-OH. C-CH ₂ OH, C-OCH3, or C- CH2OCH3.

[00644] Provided herein as Embodiment 233 is the compound or salt of any one of Embodiments

[00645] Provided herein as Embodiment 234 is the compound or salt of Embodiment 203, wherein

[00646] Provided herein as Embodiment 235 is the compound or salt of Embodiment 234, wherein

[00647] Provided herein as Embodiment 236 is tire compound or salt of any one of Embodiments

203-232, wherein

[00648] Provided herein as Embodiment 237 is the compound or salt of Embodiment 203, wherein [00649] Provided herein as Embodiment 238 is the compound or salt of any one of Embodiments

203-232, wherein

[00650] Provided herein as Embodiment 239 is the compound or salt of Embodiment 203, wherein

[00651] Provided herein as Embodiment 240 is the compound or salt of Embodiment 239, wherein [00652] Provided herein as Embodiment 241 is the compound or salt of Embodiment 203, wherein

[00653] Pro vided herein as Embodiment 242 is the compound or salt of Embodiment 241 , wherein

[00654] Provided herein as Embodiment 243 is the compound or salt of any one of Embodiments

203-232. wherein

[00655] Provided herein as Embodiment 244 is the compound or salt of Embodiment 203. wherein [00656] Provided herein as Embodiment 245 is the compound or salt of any one of Embodiments

203-228, wherein

[00657] Provided herein as Embodiment 2.46 is the compound or salt of Embodiment 203, wherein

[00658] Provided herein as Embodiment 247 is the compound or salt of Embodiment 246, wdrerein

[00659] Provided herein as Embodiment 248 is the compound or salt of Embodiment 203, wherein

[00660] Provided herein as Embodiment 249 is the compound or salt of Embodiment 248, wherein [00661] Provided herein as Embodiment 250 is the compound or salt of Embodiment 249, wherein

[00662] Provided herein as Embodiment 251 is the compound or salt of any one of Embodiments 58-250, ■wherein Z is unsubstituted phenyl or phenyl substituted with 1-4 substituents.

[00663] Provided herein as Embodiment 252. is the compound or salt of Embodiment 251, wherein each substituent independently is halo, Co-salkyleneCN, Co-jalkyleneOH, Cwalkylene-Ci^alkoxy, Co-

O v A salkylene-Ciolhioalkyl, or > ' ² . wherein each R ^N! independently is H or CH?.

[00664] Provided herein as Embodiment 253 is the compound or salt of Embodiment 252, wherein

O each substituent independently is F, Cl, CN, OCHj, SCHj, CHjOH, or

[00665] Provided herein as Embodiment 254 is the compound or salt of any one of Embodiments

[00666] Provided herein as Embodiment 255 is the compound or salt of any one of Embodiments 58-250, wherein Z is heteroaryl comprising 5 or 6 total ring atoms and 1-3 heteroatoms selected from N, O, and S, wherein the heteroaryl is unsubstituted or substituted with 1 or more substituents.

[00667] Provided herein as Embodiment 256 is the compound or salt of Embodiment 255, wherein the heteroaryl is pyrrolyl, furanyl, thiophenyl, pyrazolyl, imidazolyl, thiazolyl, isothiazolyl, oxazolyl, isoxazolyl. triazolyl, thiadiazoiy 1, oxadiazolyl. pyridyl, pyridazinyl. pyrimidinyl. pyrazinyl. or triazinyl.

[00668] Provided herein as Embodiment 257 is the compound or salt of Embodiment 256, wherein the heteroaryl is pyrazolyl, imidazolyl, thiazolyl, isothiazolyl, oxazolyl. isoxazolyl, or triazolyl.

[00669] Provided herein as Embodiment 258 is the compound or salt of Embodiment 256, wherein the heteroaryl is pyridyl, pyridazinyl, pyrimidinyl, or pyrazinyl. [00670] Provided herein as Embodiment 259 is the compound or salt of Embodiment 256, wherein the heteroaryl is pyrazolyl, thiazolyl, pyridyl, orpyridazinyl.

[00671 ] Provided herein as Embodiment 260 is the compound or salt of Embodiment 259, wherein the heteroaryl is pyrazolyl or pyridyl.

[00672] Provided herein as Embodiment 261 is the compound or salt of Embodiment 260, wherein the heteroaryl is pyrazolyl.

[00673] Provided herein as Embodiment 262 is the compound or salt of Embodiment 260, wherein the heteroaryl is pyridyl.

[00674] Provided herein as Embodiment 2.63 is the compound or salt of any one of Embodiments 255-262, wherein the heteroaryl is unsubstituted.

[00675] Provided herein as Embodiment 264 is the compound or salt of any one of Embodiments 255-262, wherein the heteroaryl is substituted with 1-4 substituents.

[00676] Provided herein as Embodiment 265 is the compound or salt of Embodiment 264, wherein each substituent independently is halo, CN, Ci-ealkyl, Ci-ehaloalkyl. Cc-ealkenyl. C2-shaloaJkenyI. Co- salkylene-OH, Co-galkylene-Ci-jalkoxy. Co-£.alkylene-N(R ^N1 )2, Co-2alkylene-C,Mcycloalkyl, Co.

2alkylene-heterocycloalkyl having 3-6 total ring atoms and 1-3 heteroatoms selected from N, O. and S, or Co-2afkylene-phenyl; wherein each of the C^alkyl. Cj-eaikenyL Co+alkylene-Cvsalkoxy, C?. Tcycloalkyl, heterocycloalkyl, and phenyl substituents independently is optionally substituted with 1 or more further substituents, and each R ^N ’ independently is H or Ci-jalkyl.

[00677] Provided herein as Embodiment 266 is the compound or salt of Embodiment 265, wherein each of the C^alkyl, Cj-ealkenyl. Co-ealkylene-Ci- ₃ alkoxy, Cwcycloalkyl. heterocycloalkyl, and phenyl substituents independently is optionally substituted with 1-3 further substituents.

[00678] Provided herein as Embodiment 267 is tire compound or salt of Embodiment 266, w'herein each of the Ci-ealkyl, Cr-salkenyl, Co-ealkylene-Ci-jalkoxy, Cs-vcycloaikyi, heterocycloalkyl, and phenyl substituents independently is optionally substituted with I or 2 further substituents.

[00679] Provided herein as Embodiment 268 is the compound or salt of Embodiment 267, w'herein each of the Ci-ealkyl. Ci^alkenyl, Cc-ealkylene-Civalkoxy, Cj-icycloalkyl, heterocycloalkyl, and phenyl substituents independently is optionally substituted w ith I further substituent.

[00680] Provided herein as Embodiment 269 is the compound or salt of Embodiment 265, wherein the Ci-ealkyl is CH?, CH ₂ CH ₃ , CH ₂ CH ₂ CH ₃ , or CH(CH ₃ ) ₂ , and each of the foregoing independently is optionally substituted with 1 or more further substituents.

[00681] Provided herein as Embodiment 270 is the compound or salt of Embodiment 269, wherein the Ci-ealkyl is CH ₃ . and the CH ₃ is unsubstituted or substituted with 1 or more further substituents. [00682] Provided herein as Embodiment 271 is the compound or salt of Embodiment 265, wherein the Cj-ealkenyl is CH^CHi, CH ₂ CH=CH2, orCH=CHCH ₃ , and each of the foregoing independently is optionally substituted with 1 or more further substituents.

[00683] Provided herein as Embodiment 272 is the compound or salt of Embodiment 265, wherein the Co-salkylene-Ci-ialkoxy is OCH ₃ , CH2OCH3. CHICH ₂ OCH ₃ , CH ₃ CH _? OCH ₂ CH ₃ .

CH2CH2CH2OCH3, CH(CH ₃ )OCH ₃ , CH(CH ₃ )CH ₂ OCH ₃ , CH(OCH ₃ )CH ₂ OCH ₃ , H(CH ₃ )OCH ₃ , d each of the foregoing independently is optionally substituted with 1 or more further substituents.

[00684] Provided herein as Embodiment 273 is the compound or salt of Embodiment 272, wherein the Co-«alkylene-Ci- ₃ alkoxy is CH(CH ₃ )OCI-I ₃ or CH2CH2OCH3, and each of the foregoing independently is optionally substituted with 1 or more further substituents.

[00685] Provided herein as Embodiment 274 is the compound or salt of Embodiment 265, wherein the cycloalkyl of tire Co-^alkydene-Cj^cycloalkyl is cyclopropyl, cyclobutyl, cyclopentyl, or cyclohexyl, and each of the foregoing independently is optionally substituted with 1 or more further substituents.

[00686] Provided herein as Embodiment 275 is the compound or salt of Embodiment 274, wherein the cycloalkyl of the Co- ₂ alkylene-C ₃ .6cycloalkyl is cyclopropyl or cyclobutyl, and each of the foregoing independently is optionally substituted with 1 or more further substituents.

[00687] Provided herein as Embodiment 276 is the compound or salt of Embodiment 265, wherein the heterocycloalkyl of the Co-2alkylene-heterocycloalkyl is azetidinyl, pyrrolidinyl, piperiditiyl, pyrazohdmyl, oxetanyl, tetrahydrofuranyl, tetrahydropyranyl, or morpholinyl, and each of the foregoing independently is optionally substituted with 1 or more further substituents.

[00688] Provided herein as Embodiment 277 is the compound or salt of Embodiment 276, wherein the heterocycloalkyl of the Co-2alkylene-heterocycloalkyl is azetidinyl, oxetanyl, tetrahydrofuranyl, tetrahydropyranyl, or morpholinyl, and each of the foregoing is optionally substituted with 1 or more further substituents.

[00689] Provided herein as Embodiment 278 is the compound or salt of Embodiment 277, wherein the heterocycloalky] of the Co-2alkylene-heterocycloalkyl is azetidinyl or oxetanyl. and each of the foregoing is optionally substituted with 1 or more further substituents

[00690] Provided herein as Embodiment 279 is the compound or salt of Embodiment 265, wherein at least one substituent is Br, Cl, F, or CN. [00691 ] Provided herein as Embodiment 280 is the compound or salt of Embodiment 265, wherein the Ci-ehaloalkyl is CF ₃ , CHF ₂ , CH ₂ F, CH2CHF2, CH2CH2F, CH(CH ₂ F) ₂ , CH(CH ₃ )CH ₂ F, or CH(CH;)CHF2.

[00692] Provided herein as Embodiment 281 is the compound or salt of Embodiment 265, wherein the Ci-shaloalkenyl is C(-CH ₂ )CH ₂ F.

[00693] Provided herein as Embodiment 282 is the compound or salt of Embodiment 265. wherein

[00694] Provided herein as Embodiment 283 is the compound or salt of Embodiment 265, wherein the Co or CH

[00695] Provided herein as Embodiment 284 is tire compound or salt of any one of Embodiments 265-278, wherein each further substituent independently is D, halo, Cicalkyl, Ci- ₃ haloalkyl, Ci- 2alkyleneOH, Ci-ralkylene-Ci-ialkoxy, Ci-rdeuterated alkoxy, N(R ^{N I} ) ₂ , (C=O)Ci- ₃ alkyl, Ca-scycloalkyl, or helerocycioalkyl having 3-5 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; or two geminal further substituents, together with the atom to which they are attached, form spiro-Ci- scycloalkyl or spiro-heterocycloalkyl having 3-5 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S: or two vicinal further substituents, together with the atoms to which they are attached, form fused-Ca-scycloalkyl or fused -heterocycloalkyl having 3-5 total ring atoms and 1 or 2 heteroatoms selected from N, O. and S: wherein each of the foregoing cycloalkyl and heterocycloalkyl groups independently is unsubstituted or substituted with halo. Ci- ₃ alkyl. or a combination thereof, and each R ¹¹¹ independently is H or Ci- ₃ alkyl.

[00696] Provided herein as Embodiment 285 is the compound or salt of Embodiment 284, wherein each further substituent independently is D, Br, Cl, F, OH, CH;, CF3, CF ₂ H, CFH ₂ , OCH ₃ , OCD?, CHrOCHs. N(CH ₃ ) ₂ . (C=O)CH ₃ , oxelanyl, or azetidinyl: or two geminal further substituents, together with the atom to which they are attached, form spiro-oxetanyl, or spiro-azetidinyl: wherein each of the foregoing oxetanyl, azetidinyl, spiro-oxetanyl. and spiro-azetidinyl is unsubstituted or substituted with F, CH?, or a combination thereof.

[00697] Provided herein as Embodiment 286 is the compound or salt of Embodiment 285, wherein each further substituent independently is D, Br, Cl, F, OH, CH ₃ , CF ₃ , CF ₂ H, CFH ₂ , OCH ₃ , OCD ₃ , N(CH ₃ ),, (C=O)CH; or two geminal further substituents, together with the atom to

H ₃ C _S which they are attached, form ,

[00698] Provided herein as Embodiment 287 is the compound or salt of Embodiment 286, wherein each further substituent independently is D, CH?. OCR?, OCD?„ NtCH?)?, ; or two geminal further substituents, together with the atom to which they are attached, form , or

[00699] Provided herein as Embodiment 288 is the compound or salt of Embodiment 264, wherein each substituent of the beteroaryl of Z independently is Cl, F. CN, CH?, CD?, CH?CH?, CH(CH ₃ ) ₃ ,

CF ₃ , CHF ₂ , CH ₂ F, CH2CHF2. CH2CH2F, CH(CH ₂ F) ₂ , CH(CH ₃ )CH ₂ F, CH(CH ₃ )CHF ₂ , C(~CH ₂ )CH ₂ F,

OH. CH2OH, CH2CH2OH, CH(CH ?)CH ?OH, C(CH ₃ ) ₂ OH, ( i CH yCH .OH. CH -( ’( CH ₃ ) ₂ OH, OCH ₃ , OCD3, CHJOCHJ, CH _? OCD ₃ , CH2CH2.OCH3, CHFCH ₂ OCH;, CFZCHJOCHJ, CH2CH2OCD3,

CHjCHjOCI-LCI-L.CHzCHiCI-LOCH?, CH2CH2CH2OCD5, CFI(CH ₃ )OCH ₃ , CH(CH ₃ )CH ₂ OCH ₃ ,

[00700] Provided herein as Embodiment 289 is the compound or salt of Embodiment 288, wherein each substituent of the heteroaryl ofZ independently is CHs. CtCHh^CHiOH. CH2CH2OCH3, [0070 ! ] Provided herein as Embodiment 290 is the compound or salt of Embodiment 289, wherein each substituent of the heteroaryl of Z independently is CHj, CH2CH2OCH3, . or any combination of the foregoing.

[00702] Pro vided herein as Embodiment 291 is the compound or salt of any one of Embodiments [00703] Provided herein as Embodiment 292 is the compound or salt of Embodiment 291, wherein

[00704] Provided herein as Embodiment 293 is the compound or salt of any one of Embodiments

[00705] Provided herein as Embodiment 294 is the compound or salt of any one of Embodiments

[00706] Provided herein as Embodiment 295 is the compound or salt of Embodiment 295, wherein ,0.

[00707] Provided herein as Embodiment 296 is the compound or salt of any one of Embodiments

[00708] Provided herein as Embodiment 297 is the compound or salt of Embodiments 296, wherein , ents 58-250, wherein Z is a bicyclic ring comprising heteroaryl having 5 or 6 total ring atoms and 1-3 heteroatoms selected from N, O, and S fused to C _5-6 cycloalkyl ring or a heterocycloalkyl ring having 5 or 6 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; wherein the bicyclic ring is unsubstituted or substituted with 1-4 substituents. [00710] Provided herein as Embodiment 399 is the compound or salt of Embodiment 299, wherein the heteroaryl is pyridyl, pyridazinyl, pyrimidinyl, or pyrazinyl; and the fused ring has 5 total atoms and 1 oxygen atom in the fused ring, 5 total atoms and 1 nitrogen atom in the fused ring, 6 total atoms and 1 nitrogen or oxygen atom in the ring, or 6 total atoms, 1 oxygen atom, and 1 nitrogen atom in the fused ring. [00711] Provided herein as Embodiment 300 is the compound or salt of Embodiment 299 or 300, wherein the bicyclic ring is substituted with halo, CN, C _1-6 alkyl, C _1-6 haloalkyl, C _0-6 alkylene-OH, or C _0-6 alkylene-C _1-3 alkoxy, or any combination of the foregoing. [00712] Provided herein as Embodiment 301 is the compound or salt of Embodiment 300, wherein each substituent of the bicyclic ring independently is Br, Cl, F, CN, CH ₃ , CH ₂ CH ₃ , CH ₂ CH ₂ CH ₃ , CH(CH ₃ ) ₂ , CF ₃ , CHF ₂ , CH ₂ F, CH ₂ CHF ₂ , CH ₂ CH ₂ F, CH(CH ₂ F) ₂ , CH(CH ₃ )CH ₂ F, CH(CH ₃ )CHF ₂ ), CH ₃ , [00713] Provided herein as Embodiment 302 is the compound or salt Embodiments 299 or 300,

[00714] Provided herein as Embodiment 303 is the compound or salt of Embodiment 58, wherein: y is CH or N; Z is heteroaryl comprising 5 or 6 total ring atoms and 1 -3 heteroatoms selected from N, O. and S, wherein the heteroaryl is substituted with 1 or more substituents; each of

R ^ia , R ^!b , and R ² is H; R ³ is CH r. and R ⁵ is CH,F, CHF _? , or CF ₃

[00715] Provided herein as Embodiment 304 is the compound or salt of Embodiment 303, wherein

[00716] Provided herein as Embodiment 305 is tire compound or salt of Embodiment 304, wherein [00717] Provided herein as Embodiment 306 is the compound or salt of any one of Embodiments

[00718] Provided herein as Embodiment 307 is the compound or salt of Embodiment 306, wherein

[00719] Provided herein as Embodiment 308 is the compound or salt of any one of Embodiments 303-307, wherein the heteroaryl of Z is pyrazolyl, thiazolyl, pyridyl or pyridazinyl, wherein each of the foregoing is substituted with 1 or 2, substituents.

[00720] Provided herein as Embodiment 309 is the compound or salt of Embodiment 308, wherein the heteroaryl of Z is pyrazolyl or pyridyl, and each of the foregoing is substituted with 2 substituents.

[00721] Provided herein as Embodiment 310 is the compound or salt of Embodiment 308 or 309, wherein each substituent independently is Ci-salkyl, Co-’alkylene-Cs-ftOycloalkyk Co-zalkylene- heterocycloalkyl having 3-6 total ring atoms and 1-3 heteroatoms selected from N. O, and S, or a combination of the foregoing, wherein the cycloalkyl and heterocycloalkyl is optionally substituted with 1 or 2 further substituents, and each further substituent independently is D, CH _?1 , OCH ₃ , OCD _; ,

N(CH ₃ >2, ; or two gemma! further substituents, together with the atom to which they are attached, form

[00722] Provided herein as Embodiment 311 is the compound or salt of any one of Embodiments

[00723] Provided herein as Embodiment 312 is the compound or salt of Embodiment 311, wherein

[00724] Provided herein as Embodiment 313 is the compound of Embodiment 58, wherein Formula

(II) has a structure of Formula pharmaceutically acceptable salt thereof

[00725] Provided herein as Embodiment 314 is the compound of Embodiment 313, wherein

Formula (IT) has a structure of Formula (1IB), Formula (IIC), Formula (I1D), Formula (HE), or

acceptable salt of any of the foregoing.

[00726] Provided herein as Embodiment 315 is the compound of any one of Embodiments 58-314, wherein Formula (II) has a structure of Formula (II'): pharmaceutically acceptable salt thereof

[00727] Provided herein as Embodiment 316 is the compound of Embodiment 58, wherein the compound is a compound listed in Table A, or a pharmaceutically acceptable salt thereof. [00728] Provided herein as Embodiment 317 is the compound of Embodiment 316. wherein the compound is a compound listed in Table B, or a pharmaceutically acceptable salt thereof.

[00729] Provided herein as Embodiment 318 is the compound of Embodiment 58, wherein the compound is a compound listed in Table A’, or a pharmaceutically acceptable salt thereof.

[00730] Provided herein as Embodiment 319 is the compound of Embodiment 318. wherein the compound is a compound listed in Table B’ or a pharmaceutically acceptable salt thereof.

[00731] Provided herein as Embodiment 320 is a pharmaceutical composition comprising the compound or salt of any one of Embodiments 1-319 and a pharmaceutically acceptable excipient.

[00732] Provided herein as Embodiment 321 is a method of treating cancer in a subject in need of treatment, the method comprising administering to the subject a therapeutically effective amount of the compound or salt of any one of Embodiments 1-319, or the composition of Embodiment 320.

[00733] Provided herein as Embodiment 322 is the method of Embodiment 321, wherein one or more cells cancer express .KR.4S G12C mutant protein.

[00734] Provided herein as Embodiment 323 is the method of Embodiment 321 or 322, wherein the cancer is non-small cell lung cancer, small bowel cancer, appendiceal cancer, colorectal cancer, cancer of unknown primaiy. endometrial cancer, mixed cancer types, pancreatic cancer, hepatobiliary cancer, small cell lung cancer, cervical cancer, germ cell cancer, ovarian cancer, gastrointestinal neuroendocrine cancer, bladder cancer, myelodysplastic/myeloproliferative neoplasms, head and neck cancer, esophagogastric cancer, soft tissue sarcoma, mesothelioma, thyroid cancer, leukemia, melanoma, a solid tumor, or any combination of the foregoing.

[00735] Provided herein as Embodiment 324 is the method of Embodiment 323. wherein the cancer is non-small cell lung cancer, colorectal cancer, pancreatic cancer, appendiceal cancer, endometrial cancer, esophageal cancer, cancer of unknown primary', ampullary' cancer, gastric cancer, small bowel cancer, smonasal cancer, bile duct cancer, melanoma, a solid tumor, or any combination of the foregoing.

[00736] Provided herein as Embodiment 325 is the method of Embodiment 324, wherein the cancer is non-small cell lung cancer.

[00737] Provided herein as Embodiment 326 is the method of Embodiment 324, wherein the cancer is colorectal cancer.

[00738] Provided herein as Embodiment 327 is the method of Embodiment 324, wherein the cancer is pancreatic cancer.

[00739] Provided herein as Embodiment 328 is the method of Embodiment 324. wherein the cancer is solid tumor. [00740] Provided herein as Embodiment 329 is the method according to any one of Embodiments 321-328, wherein the subject has a cancer that was determined to have one or more cancer cells expressing the KRAS G12C mutant protein prior to administration of the compound, salt, or pharmaceutical composition.

[00741] Provided herein as Embodiment 330 is the method according to any one of Embodiments 321-329, further comprising simultaneous, separate, or sequential administration of an effective amount of a second compound, wherein the second compound is an ATR inhibitor, Aurora kinase A inhibitor, AKT inhibitor, arginase inhibitor, CDK2 inhibitor, CDK4/6 inhibitor, ErbB family inhibitor, ERK inhibitor, FAK inhibitor, FGFR inhibitor, glutaminase inhibitor, IGF-1R inhibitor, KIF18A inhibitor, MAT2A inhibitor, MCL-1 inhibitor, MEK inhibitor, tnTOR inhibitor, PARP inhibitor, PD-1 inhibitor, PD-L1 inhibitor, P13K inhibitor, PRMT5 inhibitor, Raf kinase inhibitor, SHP2 inhibitor, S0S1 inhibitor, Src kinase inhibitor, or one or more chemotherapeutic agents.

[00742] Provided herein as Embodiment 331 is the compound or salt of any one of Embodiments 1 - 319, or the composition of Embodiment 320 for use as a medicament.

[00743] Provided herein as Embodiment 332 is the compound or salt of any one of Embodiments 1- 319. or the composition of Embodiment 320 for use in treating cancer.

[00744] Provided herein as Embodiment 333 is the use of the compound or salt of any one of Embodiments 1-319, or the pharmaceutical composition of Embodiment 320, for the manufacture of a medicament for the treatment of cancer

[00745] Provided herein as Embodiment 334 is compound or salt of Embodiment 332 or the use of Embodiment 333, wherein one or more cancer cells express KRAS G12C mutant protein.

[00746] Provided herein as Embodiment 335 is the compound, salt, or use of any one of Embodiments 332-334, wherein the cancer is non-small cell lung cancer, small bowel cancer, appendiceal cancer, colorectal cancer, cancer of unknown primary, endometrial cancer, mixed cancer types, pancreatic cancer, hepatobiliary cancer, small cell lung cancer, cervical cancer, germ cell cancer, ovarian cancer, gastrointestinal neuroendocrine cancer, bladder cancer, myelodysplastic/myeloprohferative neoplasms, head and neck cancer, esophagogastric cancer, soft tissue sarcoma, mesothelioma, thyroid cancer, leukemia, melanoma, a solid tumor, or any combination of the foregoing.

[00747] Provided herein as Embodiment 336 is the use of Embodiment 335, wherein the cancer is non-small cell lung cancer, colorectal cancer, pancreatic cancer, appendiceal cancer, endometrial cancer, esophageal cancer, cancer of unknown primary, ampullary cancer, gastric cancer, small bowel cancer, sinonasal cancer, bile duct cancer, melanoma, a solid tumor, or any combination of the foregoing. [00748] Provided herein as Embodiment 337 is the use of Embodiment 336, wherein tire cancer is non-sinall cell lung cancer.

[00749] Provided herein as Embodiment 338 is the use of Embodiment 336. wherein the cancer is colorectal cancer.

[00750] Provided herein as Embodiment 339 is the use of Embodiment 336, wherein the cancer ss pancreatic cancer.

[00751] Provided herein as Embodiment 340 is the use of Embodiment 336. wherein the cancer is solid tumor.

[00752] Provided herein as Embodiment 341 is the use of any one of Embodiments 332-340, wherein tire cancer was determined to have one or more cancer cells expressing the KRAS G12C mutant protein prior to administration of the compound, salt, or pharmaceutical composition.

[00753] Provided herein as Embodiment 342 is a compound of Formula

Formula (Int- AB): I , . Formula (Int-AC): ^N 7A

’'''A > Formula (Int-AD): R

Formula , Formula (Int-AF): . Formula (int-

Formula , Formula Formula pharmaceutically acceptable salt thereof, wherein: Q is F, Cl. Br, I, or an organoborane; and each of R ^ZA and R ^ZB independently is halo, CN, Ci-«alky], Ci-shaloalkyl, C _2.f , alkenyl, Cj^haloalkenyl, Co- ealky lene-OH, Co-calkylene-C ^alkoxy, Cn.6alkylene-N(R ^N! ) ₂ , Cojalkylene-Cj-ecycloalkyi, Co- zalkylene-heterocycloalkyl having 3-6 total ring atoms and 1-3 heteroatoms selected from N, O, and S. or Co-zalkylene-phenyl; wherein each of the Chalky], Cj-salkenyl, Chalky lene-Ci- ₂ .alkoxy, Cs- 7cycloalkyl, heterocycloalkyl, and phenyl substituents independently is optionally substituted with 1 or more further substituents, and each R ^N1 independently is H or Cwalkyl.

[00754] Provided herein as Embodiment 343 is the compound or salt of Embodiment 342, wherein

R ^ZA is CH ₃ ; and R ^ZB is CH.,, C(CH ₃ ) ₂ CH ₂ OH, CH ₂ CH ₂ OCH ₃ . CH ₂ CH ₂ OCD ₃ , CH(CH ₂ )OCH ₃ ,

[00755] Provided herein as Embodiment 344 is the compound or salt of Embodiment 342, wherein the compound is a compound listed in Table INT-A or INT-A’, or a pharmaceutically acceptable salt thereof.

[00756] Provided herein as Embodiment 345 is a compound of Formula (Int-B); . _a nitrogen-protected analog thereof, or a pharmaceutically acceptable salt of any of the foregoing, halo, CN, Cwalkyl, Cz-salkenyl, Ciohaloalkyl, Co-ialk) lene-OH, Co-jalkylene-Ci-ralkoxy, deuterated

Co-salkylene-Ci-jalkoxy, or C:t-4alkylene-N(R ^K ’*)?.; or two geminal R ⁶ , together with the atom to which they are attached, form oxo, -CEfe, spiro-Cs-rcycloalkyl, spiro-C-i-rcycloalkenyl, spiroheterocycloalkyl having 4-7 total ring atoms and I or 2 heteroatoms selected from N, O and S, or spiro-heterocycloalkenyl having 4-7 total ring atoms and 1 or 2 beteroatoms selected from N, O and

S; or two vicinal R ⁶ , together with the atoms to which they ate attached, form fosed-Cj-rcycloalkyl, fosed-C^cycloalkenyl, fused-heterocycloalkyl having 4-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or fused-heterocycloalkenyl having 4-7 total ring atoms and 1 or 2 beteroatoms selected from N, O, and S: or two non -neighboring R ⁶ join together to form a Ci- salkylene bridge or a Ci-aether bridge; or Y and a vicinal R ⁶ , together with the atoms to which they are attached, form fused-Cj-Tcycloalkyl. fused-C^cycloalkenyh fosed-heterocycloalkyJ having 3-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or fused-heterocycloalkenyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; wherein the cycloalkyl, cycloalkenyl, heterocycloalkyl or heterocycloalkenyl of any of the foregoing is unsubstituted or substituted with 1 or more substituents; and each of R ^ZA and R ^ZB independently is halo, CN, C1-6alkyl, C _1-6 haloalkyl, C _2-6 alkenyl, C _2-6 haloalkenyl, C _0-6 alkylene-OH, C _0-6 alkylene-C _1-3 alkoxy, C _0-6 alkylene- N(R ^N1 ) ₂ , C _0-2 alkylene-C _3-6 cycloalkyl, C _0-2 alkylene-heterocycloalkyl having 3-6 total ring atoms and 1- 3 heteroatoms selected from N, O, and S, or C _0-2 alkylene-phenyl; wherein each of the C _1-6 alkyl, C _{2- 6} alkenyl, C _0-6 alkylene-C _1-3 alkoxy, C _3-7 cycloalkyl, heterocycloalkyl, and phenyl substituents independently is optionally substituted with 1 or more further substituents, and each R ^N1 independently is H or C _1-3 alkyl. [00757] Provided herein as Embodiment 346 is the compound or salt of Embodiment 345, wherein o is 0 or 1; R ⁶ is CH ₃ ; R ^ZA is CH ₃ ; and R ^ZB is CH ₃ , C(CH ₃ ) ₂ CH ₂ OH, CH ₂ CH ₂ OCH ₃ , CH ₂ CH ₂ OCD ₃ , , ein the compound is a compound listed in Table INT-B, or a pharmaceutically acceptable salt thereof. [00759] Provided herein as Embodiment 348 is a compound of Formula (Int- , a nitrogen-protected analog thereof, or a pharmaceutically acceptable salt of any , , or ; each R ⁶ independently is halo, CN, C _1-3 alkyl, C _2-3 alkenyl, C _{1- 0-3} alkylene-C _1-3 alkoxy, deuterated C _0-3 alkylene-C _1-3 alkoxy, or C _{1- 4} alkylene-N(R ) ₂ ; or two geminal R ⁶ , together with the atom to which they are attached, form oxo, =CH ₂ , spiro-C _3-7 cycloalkyl, spiro-C _4-7 cycloalkenyl, spiro-heterocycloalkyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S, or spiro-heterocycloalkenyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O and S; or two vicinal R ⁶ , together with the atoms to which they are attached, form fused-C3-7cycloalkyl, fused-C4-7cycloalkenyl, fused-heterocycloalkyl having 4-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or fused- heterocycloalkenyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; or two non-neighboring R ⁶ join together to form a C _1-3 alkylene bridge or a C _1-3 ether bridge; or Y and a vicinal R ⁶ , together with the atoms to which they are attached, form fused-C _3-7 cycloalkyl, fused-C _{4- 7} cycloalkenyl, fused-heterocycloalkyl having 3-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or fused-heterocycloalkenyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; wherein the cycloalkyl, cycloalkenyl, heterocycloalkyl or heterocycloalkenyl of any of the foregoing is unsubstituted or substituted with 1 or more substituents; and each of R ^ZA and R ^ZB independently is halo, CN, C _1-6 alkyl, C _1-6 haloalkyl, C _2-6 alkenyl, C _2-6 haloalkenyl, C _0-6 alkylene-OH, C _{0- 6} alkylene-C _1-3 alkoxy, C _0-6 alkylene-N(R ^N1 ) ₂ , C _0-2 alkylene-C _3-6 cycloalkyl, C _0-2 alkylene-heterocycloalkyl having 3-6 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or C _0-2 alkylene-phenyl; wherein each of the C _1-6 alkyl, C _2-6 alkenyl, C _0-6 alkylene-C _1-3 alkoxy, C _3-7 cycloalkyl, heterocycloalkyl, and phenyl substituents independently is optionally substituted with 1 or more further substituents, and each R ^N1 independently is H or C _1-3 alkyl. [00760] Provided herein as Embodiment 349 is the compound or salt of Embodiment 348, wherein o is 0 or 1; R ⁶ is CH ₃ ; R ^ZA is CH ₃ ; and R ^ZB is CH ₃ , C(CH ₃ ) ₂ CH ₂ OH, CH ₂ CH ₂ OCH ₃ , CH ₂ CH ₂ OCD ₃ , , , wherein the compound is a compound listed in Table INT-C, or a pharmaceutically acceptable salt thereof. [00762] Provided herein as Embodiment 351 is a compound of Formu , a nitrogen-protected analog thereof, or a pharmaceutically acceptable salt wherein: m is 0, 1, 2, 3, or 4; each R ³ independently is C _1-3 alkyl, C _1-3 haloalk , , C _0-3 alkyleneCN, C _0-3 alkyleneOH, or C _0-3 alkylene-C _1-3 alkoxy; o r two geminal R ³ , th the atom to which they are attached, form oxo, spiro-C _3-7 cycloalkyl, spiro-C _{4- 7} cycloalkenyl, spiro-heterocycloalkyl having 3-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S, or spiro-heterocycloalkenyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; or two vicinal R ³ , together with the atoms to which they are attached, form fused-C _3-7 cycloalkyl, fused-C _4-7 cycloalkenyl, fused-heterocycloalkyl having 3-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S, or fused-heterocycloalkenyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; and B is C1-3alkylene-CH=CH2 or C1-3alkyleneOH. [00763] Provided herein as Embodiment 352 is the compound of salt of Embodiment 351, wherein m is 0 or 1; R ³ is CH ₃ ; and B is CH ₂ CH=CH ₂ or CH ₂ CH ₂ OH. [00764] Provided herein as Embodiment 353 is the compound or salt of Embodiment 351, wherein the compound is a compound listed in Table INT-D, or a pharmaceutically acceptable salt thereof. [00765] Provided herein as Embodiment 354 is a compound of Formu , a nitrogen-protected analog thereof, or a pharmaceutically acceptable s , wherein: m is 0, 1, 2, 3 or 4; halo is F, Cl, Br, or I; is C _2-6 alkylene, C _3-6 alkenylene, heteroalkylene having 2-6 total atoms and 1-3 heteroatoms selected from N, O, and S, or heteroalkenylene having 3-6 total atoms and 1 or 2 heteroatoms selected from N, O, and S, wherein is unsubstituted or substituted with 1 or more substituents; each R ³ independently is C _1-3 alkyl, C _1-3 haloalkyl , C _0-3 alkyleneCN, C _0-3 alkyleneOH, or C _0-3 alkylene-C _{1- 3} alkoxy; or t th the atom to which they are attached, form oxo, spiro-C _{3- 7} cycloalkyl, spiro-C _4-7 cycloalkenyl, spiro-heterocycloalkyl having 3-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S, or spiro-heterocycloalkenyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; or two vicinal R ³ , together with the atoms to which they are attached, form fused-C _3-7 cycloalkyl, fused-C _4-7 cycloalkenyl, fused-heterocycloalkyl having 3-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S, or fused-heterocycloalkenyl having 4-7 total ring atoms and 1 or 2 heteroatoms selected from N, O, and S; and R ⁵ is halo, C _1-3 haloalkyl, C _1-4 alkyl, C _2-3 alkenyl, C _2-3 alkynyl, C _1-3 alkoxy, C _1-3 thioalkyl, C _3-7 cycloalkyl, C _5-7 cycloalkenyl, heterocycloalkyl having 3-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, or heterocycloalkenyl having 5-7 total ring atoms and 1-3 heteroatoms selected from N, O, and S, wherein each of the foregoing is independently unsubstituted or substituted with 1 or more substituents. [00766] Provided herein as Embodiment 355 is the compound or salt of Embodiment 354, wherein , ,

[00767] Provided herein as Embodiment 356 is the compound or salt of Embodiment 354, wherein the compound is a compound listed in Table INT-E, or a pharmaceutically acceptable salt thereof.

[00768] Provided herein as Embodiment 357 is a compound listed in Table INT-F or Table 1NT, or a pharmaceutically acceptable salt thereof.

[00769] Provided herein as Embodiment 358 is a process for preparing the compound or salt of any one of Embodiments 58-319, comprising converting a compound or salt of any one of Embodiments 342-357 into a compound or salt of any one of Embodiments 58-319.

[00770} The following examples are given for the purpose of illustrating various embodiments of the disclosure and are not meant to limit the present disclosure in any fashion. One skilled in the art will appreciate readily that the present disclosure is well-adapted to earn- out the objects and obtain the ends and advantages mentioned, as well as those objects, ends, and advantages inherent herein. Changes therein and other uses which are encompassed within the spirit of the disclosure as defined by the scope of the claims will occur to those skilled in the art.

EXAMPLES

[00771 ] This section provides specific examples of compounds of Formula (I) and methods of making the same.

List of Abbreviations

[00772] Provided in this section are descriptions of the general analytical and purification methods used to prepare the specific examples provided herein.

[00773] Chromatography : Unless otherwise indicated, product-containing residues were purified by passing the material or concentrate through silica gel using a Biotage Sfar HCD.and eluting the product off the column with a solvent gradient as indicated. [00774] Preparative HPLC Method: Where indicated, the compounds described herein were purified via reverse phase HPLC using Waters FractionLynx or Gilson semi-preparative HPLC -MS system utilizing one of the following two HPLC columns: (a) Phenomenex Gemini column (5 micron, CIS,

150 x 30 mm) or (b) Waters X-select CSH column (5 micron, C18, 100 x 30 mm). A typical ran through the instrument included: eluting at 45 mL/min with a linear gradient of 10% (v/v) to 100%

MeCN (0.1% v/v formic acid) in H2O (0.1% formic acid) over 10 min.

[00775] Proton NMR Spectra: Unless otherwise indicated, all ^! H NMR spectra were collected on a Bruker NMR instrument at 300, 400 or 500 MHz. All observed protons are reported as parts -per- million (ppm) downfield from tctrarncthylsilanc (TMS) using the internal solvent peak as reference. Some ^! H signals may be missing due to exchange with D from CDjOD, or due to signal suppression.

[00776] Fluorine-19 NMR Spectra: Unless otherwise indicated, all ^!9 F NMR spectra were collected on a Bruker NMR instrument at 300 or 400 MHz

[00777] Mass Spectra (MS): Unless otherwise indicated, all mass spectral data for starting materials, intermediates and/or exemplary compounds are reported as mass/charge (m'z\ having an (M+H)' molecular ion. The molecular ion reported was obtained by electrospray detection method (commonly referred to as an ESI MS) utilizing a Waters Acquity UPLC/MS system. Compounds having an isotopic atom, such as bromine and the like, are generally reported according to the detected isotopic pattern, as appreciated by those skilled in the art.

SECTION I: Synthesis of Intermediates

[00778] Provided in this section is the synthesis of various intermediates used to prepare compounds of Formula (I). All starting materials are either commercially available, unless otherwise noted, or known in the art and may be synthesized by employing known procedures using ordinary skill.

Intermediate Al - 5-Iodo-l -(2-methoxy'ethyl)-4-methyl-lH-pyrazole [00779] Step 1.5-Iodo-4-methyl-1H-pyrazole. To a solution of 4-methyl-1H-pyrazole (500 g, 6.1 mol, Arbor) in DMF (5000 mL) at rt was added NIS (1370 g, 6.1 mol, Spectrochem) and the mixture was heated at 65 °C for 1 h. The reaction mixture was quenched with crushed ice (10 L) and extracted with tert-butyl methyl ether (3 × 5 L). The organic extract was washed with Satd. aq. sodium thiosulphate (5 L), brine (5 L), dried over Na ₂ SO ₄ , filtered, and concentrated. The crude residue was purified by column chromatography (10 to 20% EtOAc:hexanes) to give 5-iodo-4-methyl-1H- pyrazole. m/z (ESI): 209.1 (M+H) ⁺ . ¹ H NMR (400 MHz, DMSO-d ₆ ) δ (ppm) 12.96 (s, 1H), 7.50 (s, 1H), 1.92 (s, 3H). [00780] Step 2.5-Iodo-4-methyl-1-((trifluoromethyl)sulfonyl)-1H-pyrazole. To a mixture of 5-iodo-4- methyl-1H-pyrazole (158 g, 760 mmol) and pyridine (92 mL, 1139 mmol, Sonia Industries) in DCM (1580 mL) at 0 °C was slowly added trifluoromethanesulfonic anhydride (154 mL, 912 mmol, Avra Synthesis), and the mixture was stirred at rt for 30 min. The reaction was quenched by addition into ice-cold water (3000 mL) and extracted with DCM (2 L). The organic extract was washed with brine (2 L), dried over Na ₂ SO ₄ , filtered, and concentrated to give 5-iodo-4-methyl-1- ((trifluoromethyl)sulfonyl)-1H-pyrazole. m/z (ESI): No ionization. ¹ H NMR (400 MHz, DMSO-d ₆ ) δ (ppm) 8.44 (s, 1H), 2.02 (s, 3H). [00781] Step 3.5-Iodo-1-(2-methoxyethyl)-4-methyl-1H-pyrazole, Intermediate A1. To a mixture of 5-iodo-4-methyl-1-((trifluoromethyl)sulfonyl)-1H-pyrazole (360 g, 1059 mmol) and Cs ₂ CO ₃ (517 g, 1588 mmol, Avra Synthesis) in MeCN (3600 mL) at 0 °C was added 2-methoxyethan-1-ol (100 mL, 1270 mmol, TCI) dropwise. The reaction mixture was stirred at rt for 1 h. The reaction mixture was quenched with water (5 L) and extracted with EtOAc (3 L). The organic extract was washed with brine (3000 mL), dried over Na ₂ SO ₄ , filtered, and concentrated. The crude residue was purified by column chromatography (10 to 20% EtOAc:hexanes) to give a mixture of 5-iodo-1-(2-methoxyethyl)- 4-methyl-1H-pyrazole and 3-iodo-1-(2-methoxyethyl)-4-methyl-1H-pyrazole. [00782] The regioisomers were separated by SFC [Chiral Pak IC (150×50 mm, 5 μ) with a mobile phase of 90% CO ₂ and 10% MeOH using a flow rate of 150 mL/min] to give a 1 ^st eluting isomer and a 2 ^nd eluting isomer. The 1 ^st eluting isomer was assigned as 5-iodo-1-(2-methoxyethyl)-4-methyl-1H- pyrazole (Intermediate A1), and the 2 ^nd eluting isomer was assigned as 3-iodo-1-(2-methoxyethyl)-4- methyl-1H-pyrazole.1 ^st eluting isomer: ¹ H NMR (400 MHz, DMSO-d ₆ ) δ (ppm) 7.42 (s, 1H), 4.25 (t, 2H, J=5.7 Hz), 3.66 (t, 2H, J=5.7 Hz), 3.21 (s, 3H), 1.95 (s, 3H) m/z (ESI): 267.1 (M+H) ⁺ .2 ^nd eluting isomer: ¹ H NMR (400 MHz, DMSO-d6) δ (ppm) 7.47 (s, 1H), 4.20 (t, 2H, J = 5.3 Hz,), 3.63 (t, 2H, J = 5.3 Hz,), 3.22 (s, 3H), 1.89 (s, 3H). [00783] Intermediates in Table 1-1 were prepared following the procedure described for Intermediate A1, using appropriate starting materials. All starting materials are commercially available or are described above. Table 1-1 Chemical Structure & Name LCMS: (ESI + ve ion) m/z; NMR Comments A2 m/z (ESI): 246.9 (M+H) ⁺ . Step 1. NBS was used e e a e - - o o- - e y - - o e a - -y - -py a o e [00784] Step 1.4-Methyl-1-(oxetan-3-yl)-1H-pyrazole. To a mixture of 4-methyl-1H-pyrazole (50.0 g, 609 mmol, Combi-Blocks, Inc.) and Cs ₂ CO ₃ (397 g, 1218 mmol, Chempure) in DMF (750 mL) was added 3-iodooxetane (168 g, 913 mmol, Oakwood), and the mixture was heated at 80 °C for 16 h. The mixture was cooled to rt, quenched with water (3000 mL), and extracted with EtOAc (1000 mL). The organic extract was washed with brine, concentrated, and then purified by chromatography (0 to 20% EtOAc:hexanes) to give 4-methyl-1-(oxetan-3-yl)-1H-pyrazole. m/z (ESI): 139.2 (M+H) ⁺ . ¹ H NMR (400 MHz, DMSO-d ₆ ) δ (ppm) 7.64 (s, 1H), 7.37 (s, 1H), 5.4-5.5 (m, 1H), 4.7-4.9 (m, 4H), 2.02 (s, 3H). [00785] Step 2.5-Bromo-4-methyl-1-(oxetan-3-yl)-1H-pyrazole, Intermediate A4. LDA (2 M solution in THF, 326 mL, 651 mmol, Sigma-Aldrich) was added to a solution of 4-methyl-1-(oxetan- 3-yl)-1H-pyrazole (60 g, 434 mmol) in THF (750 mL) at -78 °C, and the mixture was stirred for 30 min. Carbon tetrabromide (216 g, 651 mmol, TCI) in THF (500 mL) was added dropwise over 1 h at - 78 °C, and the mixture was stirred for another 1 h. The reaction mixture was quenched with satd. aq. NH ₄ Cl (1500 mL) and extracted with EtOAc (600 mL). The organic extract was dried over Na ₂ SO ₄ , concentrated, and then purified by silica gel chromatography (0 to 15% EtOAc:hexanes) to give 5- bromo-4-methyl-1-(oxetan-3-yl)-1H-pyrazole. m/z (ESI): 217.0 and 218.9 (M+H) ⁺ . ¹ H NMR (400 MHz, DMSO-d6) δ (ppm) 7.59 (s, 1H), 5.61 (p, J=6.9 Hz, 1H), 4.90 (d, J=6.9 Hz, 4H), 1.97 (s, 3H). [00786] Intermediate A5 – 3-Chloro-4-methyl-2-(3-(oxetan-3-yl)azetidin-1-yl)pyridine A mixture of 2-bromo-3-chloro-4-methylpyridine (0.718 g, 3.48 mmol, Combi-Blocks Inc.), bis(3- (oxetan-3-yl)azetidine) oxalic acid (1.0 g, 3.16 mmol, Enamine) and cesium carbonate (3.09 g, 9.48 mmol, Combi-Blocks Inc.) in DMF (20 mL) was stirred at 98 °C for 17 h. The reaction was diluted with EtOAc and filtered through celite. The filtrate was washed with water and the organic phase was dried over Na ₂ SO ₄ , filtered, concentrated, and chromatographed on silica gel using 0-30% EtOAc in heptane to afford 3-chloro-4-methyl-2-(3-(oxetan-3-yl)azetidin-1-yl)pyridine (0.253 g). m/z (ESI): 239.0 (M+H) ⁺ . [00787] Intermediates in Table 1-2 were prepared following the procedure described for Intermediate A5, using appropriate starting materials. All starting materials are commercially available or are described above. Table 1-2 Chemical Structure & Name LCMS: (ESI + ve ion) m/z; NMR Comments A6 m/z (ESI): 269.0 and 271.0 (M+H) ⁺ . 3-bromo-2-chloro-4- s 4- s

Intermediate A10 - (l-(l-Mcthoxycyclopropyl)-4-mcthyl-lH-pyrazol-5-yl)boronic acid intermediate A18

[00788] Step 1. l-(Phenylsulfonyl)cyclopropan-l-ol. To a solution of(1- ethoxycyclopropoxy)trimethylsilane (10.00 mL, 57.4 mmol, Sigma-Aldrich Corporation) in MeOH (28.7 mL.) was added cone. HC1 (1 drop, Sigma-Aldrich Corporation) and the reaction mixture was stirred at it for 10 min. To the reaction mixture was added water (57.3 mL), sodium benzenesulfinate (18.83 g, 115 mmol, Combi-Blocks Inc.), and formic acid 95-97% (21.6 mL, 574 mmol, Sigma- Aldrich Corporation), and the reaction mixture was stirred at rt over 2 d. The reaction mixture was diluted with water and extracted with DCM. The organic extract was washed with brine, dried over NaiSOt, filtered, and concentrated in vacuo to afford l-(phenylsulfonyl)cyclopropan-l-ol that was used without further purification, m'z (ESI): 199.0 (M+Na)’.

[00789] Step 2. l-(4-Methyl-17T-pyrazol-l-yl)cyclopropan-l-ol . 4-Methyl-l/T-pyrazole (4.64 g, 56.5 mmol, Ambeed. Inc.) and l-(phenylsulfonyl)cyclopropan-l-ol (11.8 g, 59.5 mmol) were mixed under N ₂ atmosphere. To the reaction mixture was added ACN (119 mL) and Et ₃ N (8.4 mL, 59.5 mmol, Sigma-Aldrich Corporation), then the mixture was stirred at rt for 3 h. The organic phase was separated, and the aqueous phase was extracted with EtOAc (x 2). The organic extracts were washed with brine, dried over Na ₂ SO4, filtered, and concentrated in vacuo. The crude mixture was dissolved in MeCN, and the pH was adjusted to 9 with cone NH4OH (aq) solution. Then, the aqueous phase was extracted with DCM (x2). The organic extracts were combined, washed with brine, dried over Na ₂ SO«, filtered, and concentrated to afford 1 -(4-methyl-117-pyrazol-l -yl)cyclopropan-l -ol that was used in the next without further purification, m/z (ESI): 139.1 (M+H) ⁺ .

[00790] Step 3. l-(l-Methoxycyc1opropyl)-4-methyl-lff-pyrazole. To a 0 °C suspension of NaH (4.56 g, 114 mmol, TCI America. 60% in mineral oil) in THF (15 mL) was added a solution of 1 -(4- methyl-lH-pyrazol-l-yl)cyclopropan-l-ol (7.88 g, 57.0 mmol) in THF (8 mL) dropwise, and the reaction mixture was stirred for 30 mm To the reaction mixture was added Mel (7.13 mL, 114 mmol, Sigma-Aldrich Corporation), and the reaction mixture was warmed to rt and stirred for 18 h. The reaction mixture was quenched by addition of water and was extracted with EtOAc. The organic extracts were washed with brine, dried over Na ₂ SO4, filtered, and concentrated. The crude material was filtered over a plug of silica gel, eluted w ith EtOAc (2 x 250 mL) and concentrated in vacuo to afford 1-(1 -methoxy cy clopropyl)-4-methy 1-1 ff-pyrazole. m/z (ESI): 153.2 (M+H) ⁺ .

[00791] Step 4. (l-(l-Methoxycy'clopropyl)-4-methyl-Lff-pyrazol-5-yl)boronic acid, Intermediate A10. To a solution of l-(l-methoxycyclopropyl)-4-methyl-l//-pyrazole (2.12 g. 13,93 mmol) in THF (10.65 mL) at -78 °C was added a solution of LDA (2M in THF, 10.45 ml.,, 20.89 mmol, Sigma- Aldrich Corporation), and the reaction mixture was stirred for 30 min. To the reaction mixture at -78 °C was added triisopropyl borate (4.85 mL, 20.89 mmol, Sigma-Aldrich Corporation), and the reaction mixture was stirred for 1 h allowing to warmup to rt. The reaction mixture was quenched by the addition of sat. aq. NH4CI and extracted with EtO Ac. The organic extracts were filtered and concentrated to provide the Intermediate A10, which was used without further purification, m/z (ESI): 197.2 (M+H) ⁺

[00792] Intermediates in Table 1-3 were prepared following the procedure described for Intermediate AI0, using appropriate starting materials. All starting materials are commercially available or arc described above.

Table 1-3

Intermediate A 12 - (S) -5 -Iodo-4-me thy 1- 1 -(tetrahy drofuran-3 -y 1)- 1/f-py razole

Intermediate At 2

[00793] To a stirred solution of 5-iodo-4-methyl-l-((trifliioroinethyl)sulfonyl)-lJ7-pyrazole ( 1055 g, 3102, mmol) in MeCN (10,6 L) was added (7?)-tetahydrofuran-3-ol (301 g, 3413 mmol) followed by CS2CO3 (2527 g, 7756 mmol) at 0 °C. The resulting mixture was stirred for 16 h at rt, then diluted with water (5000 mL) and extracted with EtOAc (4000 x 2 mL). The organic extract was dried over NajSOi The solution was filtered and concentrated then purified by column chromatography, eluting with a gradient of 0 % to 8% EtOAc in hexanes, to provide (,S)-5-iodo-4-methyl-l-(tetrahydrofuran-3- yD-lff-pyrazole, Intermediate A12. rn/z (ESI): 279. 1 (M+H)+. 'H NMR (400 MHz, DMSO- dfo 8 7.45 (s. 1H), 5.07-5.03 (m, 1H), 4.04-3.93 (m, 2H), 3.86-3.81 (m, 1H), 3.78- 3.75 (m, 1H), 2.34-2.23 (m, 2H), 1 95 (s, 3H).

[00794] Intermediates in Table 1-4 were prepared following the procedure described for Intermediate A12, using appropriate starting materials. All starting materials are commercially available or are described above.

Table 1-4

Intermediate Al 4 - 5-Bromo-4-methyl-l-(3-niethyloxetati’3-yl)-lEr-pyrazole

Iritermediats AU

[00795] Step 1. 3-((Phenylsuifonyl)inethylene)oxetatie. To a stirred solution of (methylsulfonyl)benzene (100 g, 640 mmol) in THE (2000 mL) at 0 ^C C was added n-BuLi (2.5 M in hexanes, 563 mL, 1408 mmol) dropwise at 0 °C and stirred for 30 min. Chlorodie thy Ipliosphonate (110 mL, 768 mmol) was added dropwise to the reaction mixture and stirred for 30 min at 0 °C. The reaction mixture was cooled to -78 °C, and a solution of oxetan-3-one (64.6 g, 896 mmol) in THF (500 mL) was added dropwise. The reaction mixture was stirred at -78 °C for 30 min. Then, the reaction mixture was quenched with satd. NH4CI solution (1000 mL) and extracted with EtOAc (3 x 3000 mL). The combined organic extracts were dried (NazSCM, filtered, and concentrated. Hexanes ( 1000 mL) were added to the crude material, and the resulting precipitate was filtered, washed with hexanes (300 mL) and dried to give 3-((phenyisulfonyl)methylene)oxetane (134.0 g, 97% yield). m/z (ESI): 211.2 (M + I l f

[00796] Step 2. 4-Methyl-l-(3-((phenylsulfonj'l)inethyl)oxetan-3-yl)-l/f-pyr azole. To a stirred solution of 3-((phetiylsulfoiiyl)inethylene)oxetane (568.0 g, 2702 mmol) in DMF (5000 mL) was added 4-methyl-lH-pyrazole (266.0 g, 3242 mmol) at 0 °C under N2 atmosphere. CS2CO3 (1320 g, 4052 mmol) was added to the reaction mixture and stirred for 16 h at rt. The reaction mixture was quenched with ice cold water (1500 mL), and the precipitate was filtered, washed with water (3 x 3 L), and dried to give 4-methyl-l-(3-((phenyisulfonyl)methyl)oxetan-3-yl)-IZ7-pyraz ole (550 g. 70% yield), m/z (ESI): 293. 1 (M+H)*. 'H NMR (400 MHz, DMSO-40: S (ppm) 7.66 - 7.52 (m, 4H), 7.52 - 7.42 (m, 2H), 6.99 (s, IH), 4.98 (d, J -- 7.2 Hz, 2H), 4.83 (d, J -- 7.3 Hz, 2H), 4.49 (s, 2H), 1.85 (s, 3H).

[00797] Step 3. 4-Methyl-l-(3-methyloxetan-3-yl)-lH-pyrazole. To a stirred solution of 4-methyl-L- (3-((phenylsulfonyl)metliyl)oxetan-3-yl)-lEf-py razole (75 g, 257 mmol) in MeOH (3000 ml) was added magnesium turnings (74.8 g, 3078 mmol) portion wise at rt. The reaction mixture was stirred at 50 °C for 30 min and at rt for 16 h. The reaction mixture was concentrated, quenched with 1.5 N HC1 solution (6000 mL), and extracted with EtOAc (4 x 1500 nil.,). The combined organic extracts were washed with brine (3 x 1000 mL), dried (Na2SO0, filtered, and concentrated. The crude material was purified by flash chromatography, eluting with a gradient of 0 io 20% EtOAc in hexanes to give 4- methyl-1 -(3 -methyloxetan-3-yl)-l/7-py razole (15.8 g, 41% yield). m,z (ESI): 153.1 (M+H)*. T1 NMR (400 MHz, DMSO-CM): 7.67 (t, J- 0.9 Hz, IH), 7.35 (s, IH), 5.01 - 4.87 (m, 2H), 4.61 - 4.49 (tn, 2H), 2.03 (t, J= 0.7 Hz, 3H), 1.79 (d, ./= 0.6 Hz, 3H).

[00798] Step 4. 5-Bromo-4-methyl-l-(3-methyloxetan-3-yl)-lH-pyrazole, Intermediate A 14. To a stirred solution of diisopropyiamine (144 mL, 1030 mmol) in THE (840 mL) at - 40 °C, was added n- BuLi (2.5 M in hexanes, 368 mL. 920 mmol) dropwise and stirred for 10 min. The reaction mixture was warmed up to 0 °C and stirred for another 30 min The reaction mixture w as cooled down to -78 °C, and a solution of 4-mcthyi-l-(3-mcthyloxctan-3-yl)-lZf-pyrazolc (56 g, 368 mmol) in THE (560 mL) was added dropwise and stirred for 60 min at -78 °C. A solution of carbon tetrabromide (183 g, 552 mmol) in THF (560 mL) was added dropwise and stirred for 16 h at rt. 'The reaction mixture was quenched with said. NTLCl solution (1000 mL) and extracted with EtOAc (3 x 1000 mL). The combined organic extracts w ere dried (NarSOr), filtered, and concentrated under reduced pressure. The crude material was purified by chromatography, eluting with a gradient of 5-10 % EtOAc in hexanes to give Intermediate A14 (34.0 g, 41% yield), m/z (ESI): 231.0 and 233.1 (M+H) ¹ . ‘H NMR (400 MHz. DMSO-cfc): 5 (ppm) 7.47 (s. IH), 5.10 (d, ./= 6.8 Hz, 2H), 4.58 (d, ./ = 6.8 Hz, 2H), 1.95 (d, J 0.4 Hz, 3H), 1.72 (s, 3H).

Intermediate A15 - 3-Chloro-2-(l-methoxycyclopropyl)-4-methylpyridine [00799] Step 1. l-(3-Ch1oro-4-methylpyridin-2-yl)cyclopropan-l-ol. To a solution of 2-bromo-3- chloro-4-methylpyridine (5.76 g, 27.9 mmol, Combi-Blocks Inc.) in THF (25 mL) at 0 °C was added isopropylmagnesium chloride, lithium chloride complex (1.3 M solution in THF, 21.46 mL, 27.9 mmol, Sigma-Aldrich Corporation), and the reaction mixture was stirred at this temperature for I h. In a separate reaction vessel containing l-(plieuylsulfonyl)cyclopropan-l-ol (5.53 g, 27.9 mmol) and THF (30 mL) at -78 °C was added methyhnagnesium bromide solution (3 M in ether, 9.30 mL, 27.9 mmol. Sigma-Aldrich Corporation) followed by the pyridyl Grignard solution prepared above. The reaction mixture was stirred at rt overnight. The reaction mixture was quenched by the addition of 1 .0 M HC1 and extracted with EtOAc. The aqueous phase was then washed with 1.0 M NaOH and extracted once more with EtOAc. The combined organic extracts were washed with brine, dried over NaiSO^, filtered, and concentrated. The crude material was purified by chromatography, eluting with a gradient of 0% to 60% EtOAc/EtOH (3:1) in heptane to provide l-(3-chloro-4-methylpyridin-2- yl)cyclopropan- l-ol which was used in the next step without further purification, m/z (ESI): 184.2 (M+H) ⁺

[00800] Step 2. 3-Chtoro-2-(l-methoxycyclopropyl)-4-methylpyridine, Intermediate A15. To a 0 °C suspension solution of Nall (0.650 g, 16.26 mmol. TCI America, 60% in mineral oil) in THF (10 mL) was added a solution of l-(3-chloro-4-methylpyridin-2-yl)cyclopropan-l-ol (1.99 g, 10.84 mmol) in THF (10 mL) dropwise, and the reaction mixture was stirred at this temperature for 30 min. To the reaction mixture was added Mel (T.02 mL, 16.26 mmol, Sigma-Aldrich Corporation), and the reaction mixture was warmed to rt and stirred for 1 h. The reaction mixture was carefully quenched by the slow addition of water and was extracted with EtOAc. The organic extracts were washed with brine, dried over Na?SO4. filtered, and concentrated. The crude material was purified by chromatography, eluting with a gradient of 0% to 40% EtOAc in heptane, to provide Intermediate Al 5. mfa (ESI): 198.0 (M+H)* .

Intermediate Al 6 - l-(l -Methoxy-2-methylpropan-2-yd)-4-methyl-5-(4.4.5,5-tetramethy l-l,3,2- dioxaborolan-2-y I) - IH-py razole

Intermediate At 6

[00801] Step 1. Ethyl 2-methyl-2-(4-methyl-lff-pyrazol-l-yl)propanoate. To a solution of4-methyi- IH-pyrazole (4 g, 48 7 mmol. Ambeed. Inc.) in DMF (100 ml..) was added Cs?CO:i (18.53 g, 56.9 mmol, Sigma-Aldrich Corporation), followed by ethyl 2-bromo-2-methylpropanoate (7.87 mb. 53.6 mmol. Sigma-Aldrich Corporation) The mixture was stirred at 60 °C for 2 h. The solid was filtered off and rinsed with EtOAc. The filtrate was concentrated to remove the majority of DMF and partitioned between EtOAc and water. The aqueous layer was extracted with EtOAc (3 x 20 mb). The combined organic extracts were washed with brine and concentrated in vacuo to provide crude ethyl 2-methyl-2-(4-metbyl-W-pyrazol-l-yl)propanoate, which was taken to next step, m/z (ESI): 197.1 (M+H) ⁺ .

[00802] Step 2 2-Mcthyl-2-(4-methyJ-lH-pyrazol-l-y1)propan-l-ol. To a 0 °C solution of ethyl 2- methyl-2-(4-methyl-lH-pyrazol-l-yl)propanoate (4 g, 12.23 mmol) in THF ( 60 mL) was added dropwise I.AH (2 M solution in THF, 6.73 mL. 13.45 mmol, Sigma-Aldrich Corporation), and stirred for 30 min. The reaction was quenched with water, then diluted with 1 N NaOH (10 mL). After stirring for 15 min. the reaction was filtered, and the filtrate was diluted with brine, separated, and concentrated. The crude product was eluted through a short plug of silica gel using EtOAc. and the filtrate was concentrated io give 2-methyl-2-(4-methyl-lH-pyrazol-l-yl)propan-l-ol (1.88 g, 12.19 mmol, yield: 99%). m/z (ESI): 155.1 (M+HT .

[00803] Step 3. 1-(1 -Methoxy -2- methyIpropan-2-yl)-4-rnethyI-IH-pyrazoIe. To a 0 °C solution of 2- niethyl-2-(4~methyl-l/f-pyrazol-l -yl)propan-l-ol (1 .886 g. 12.23 mmol) in THF (60 mL) was added NaH, 60 wt% in mineral oil (0.734 g, 18 34 mmol. 'TCI .America) in two portions. After stirring for 30 min. Mel (2.40 g, 16.87 mmol. Si gm a- Aldrich) was added at a fast drip, and the reaction mixture was stirred for 45 min. The reaction mixture was removed from the cooling bath and allowed to stir for an additional 30 min, before quenched with aqueous said. NH ₄ C1. The reaction mixture was partitioned between EtOAc and water. The aqueous layer was extracted with EtOAc (3 x 15 mL) 'The combined organic extracts were concentrated and purified via chromatography, eluting with 0-50% EtOAc:EtOH (3:1) in heptane, to provide 1-(1 -methoxy -2- methylpropan-2-yl)-4-metliyl-l/?- pyrazole. m/z (ESI): 169.2 (M+H)'.

[00804] Step 4. l-(l-Methoxy-2-methylpropan-2-yl)-4-methyl-5-(4.4.5,5- tetramethyl-1,3,2- dioxaborolan-2-yl)-lH-pyrazok, Intermediate A16. To a solution of 1-(1 -methoxy -2 -methylpropan-2- yl)-4-methyl-127-pyrazole (0.214 g, 1.272 mmol) in THF (4 mL) at 0 °C was added n-BuLi (2.5 M solution in hexanes, 1.53 mL, 3.82 mmol, Sigma-Aldrich Corporation) drop wise over 1 mm. After stirring for 30 min at 0 °C, the solution was cooled to -78 °C and treated with 2-isopropoxy-4,4,5,5- tctramcthyl-l,3,2-dioxaborolanc (0.78 mL, 3.82 mmol, Sigma- Aldrich Corporation) dropwisc. The reaction mixture was allowed to warm to rt, quenched with water, and partitioned between EtOAc and water. The aqueous layer was extracted with EtOAc (3 x 15 mL). The combined organic extracts were washed with brine and concentrated in vacuo. The crude Intermediate Al 6 was carried forward as is. m/z (ESI): 295.2 (M+H) ⁴ .

Intermediate Al 7 - 6-(3-Bromo-5-fluoro-4-methylpyridin-2-yl)-2-oxa-6-azaspiro[3 .3]heptane

Intermediate A17

[00805] Step 1. 3-Bromo-5-fluoro-4-methylpyridin-2-amme. To a suspension of 2-amino-5-fluoro-4- picoline (1.02 g, 8 09 mmol, AK Scientific, Inc.) in MeCN (10 mL) was added NBS (1.44 g, 8.09 mmol, Sigma-Aldrich Corporation), and the resulting mixture was stirred at rt for 2 h. The reaction was concentrated and purified via chromatography, eluting with a gradient of 0-20% (3 : 1 EtOAc/EiOH) in heptane to afford 3-bromo-5-fiuoro-4-methylpyridin-2 -amine, m 'z (ESI): 205.0 (M+H) ⁴ . ^! H NMR (400 MHz, DMSO-rfo) 5 (ppm) 7.90 (s, 1 H), 6.04 (br s, 2 H), 2.25 (d, J=2.1 Hz, 3 H).

[00806] Step 2. 3-Bronro-2-chloro-5-fiuoro-4-inethylpyridine. To a mixture of cone, HC1 (6 mL) and water (6 mL) was added 3-bromo-5-fluoro-4-methylpyridin-2-amine (0.801 g, 3.91 mmol), followed by NaNO? (0.809 g, 11.72 mmol, Sigma-Aldrich Corporation) and CuCl (1 ,547 g, 15.63 mmol, Strera Chemicals, Inc.), and the resulting mixture was stirred at rt for 18 h. The reaction was brought to 0 °C, diluted with EtOAc and basified with 1 NNaOH. The mixture was filtered to remove the solids, and the filtrate was extracted with EtOAc. The combined organics were dried over NazSO^ filtered, and concentrated to afford 3-bromo-2-chforc-5-fluoro-4-methylpyridine that was taken directly to next step, nz (ESI): 223.9 (M+H)’ . ’ 11 NMR (500 MHz, DMSO-fo ) 6 (ppm) 8.45 (s. 1 H), 2 40 (d, .7=2.2 Hz, 3 H).

[00807] Step 3. 6-(3-Bromo-5-fluoro-4-inethylpyridiu-2-yl)-2-oxa-6-azaspiro[ 3.3]heptane, Intermediate A17. A mixture of 3-bromo-2-chloro-5-fluoro-4-methylpyridine (0.313 g, 1.394 mmol).

2-oxa-6-azaspiro[3.3]heptane (0.166 g, 1.67 mmol, Advanced ChemBlocks Inc.), and CszCOj (1 36 g, 4.18 mmol, Combi-Blocks Inc ) in DMF (10 mL) was heated at 98 °C for 5 h. The reaction was diluted with water and extracted with EtOAc. The combined organics extracts were dried over NazSCX filtered, concentrated, and chromatographed using 0-30% EtOAc in heptane to afford 6-(3- bromo-5-fluoro-4-methylpyridin-2-yl)-2-oxa-6-azaspiro[3.3]he ptane (56 mg, 0.20 mmol, yield: 14 %), Intermediate A17. m 'z (ESI): 287,0 (M-r-H) ⁺ .

Intermediate A18 - 3-Chioro-4-methyl-2-(oxetan-3-yl)pyridine intermediate A18

[00808] Step 1. 3-Chloro-4-meihyl-2-(oxetan-3-vi)pyridine, Intermediate A18. To a mixture of nickel(H) iodide hydrate (0.469 g, 1.114 mmol, Combi-Blocks Inc.), 4,4-dimetboxy-2.2-bipyridine (0.241 g, 1.114 mmol, Sigma-Aldrich Corporation), Nal (0.417 g, 2.78 mmol, Sigma-Aldrich Corporation), 2-bromo-3-cltloro-4-methylpyridine (2.30 g, i 1,14 mmol, Combi-Blocks Inc.), and zinc dust ( 1 .457 g, 22.28 mmol, Sigma-Aldrich Corporation) was added pyridine (0.090 mL, 1.114 mmol, Sigma-Aldrich Corporation) and DMPU (20 mL). After stirring at ri for 5 min, the mixture was heated at 60 °C overnight. The reaction mixture was diluted wsth EtOAc and filtered. The filtrate was washed with water, and the organic phase was dried over NajSOj, filtered, concentrated, and purified via chromatography, eluting using a gradient of 0-30% EtOAc in heptane to afford Intermediate Al 8 »>y (ESI): 184.2 (M+H) ⁺ .

Intermediate A19 - (2S,3S)-2-Allylazetidin-3-ol

Intermediate A19

[00809] Step 1. /ert-Butyl (»$)-3-((2-(methoxymethyl)pyrrolidm-l-yl)imino)azetidine-l- carboxylate. (;S)-2-(inethoxyrnethyS)pyrrolidm-l-amine (7.99 g, 61.3 mmol) was added dropwise to tert-butyl 3- oxoazetidine-1 -carboxydate ( i 0 g. 58.4 mmol) 'The reaction mixture was warmed to 70 °C for 16 b and concentrated under vacuum to give tert-butyl ( ₁ $)-3-((2-(methoxymethyl)pyrrolidin-l- yl)imino)azetidine- 1 -carboxylate (16 g, 56.5 mmol, 97% yield), m/z (ESI): 2.84.3 (M+H) ⁺ .

[00810] Step 2. tert-Butyl (5,E)-2-allyl-3-(((S)-2-(methoxymethyl)pyrrolidin- 1 -yl)immo)azetidme- 1 -carboxylate. To a solution of tert-butyl (S)-3-((2-(methoxymethyl)pyrrolidin-l-yl)imino)azetidine- 1 -carboxylate (16.0 g, 56.5 mmol) in THF (240 mL) at -78 ^C C was added n-BuLi (24.84 tnL, 62.1 mmol, 2.5 M in hexanes) via dropwise addition. The reaction mixture was stirred for 2 h at -78°C. Then, allyl bromide (5 86 mL, 67.8 mmol) was added at -78 °C. and the reaction mixture was gradually wanned to rt and stirred for 6 h. The reaction mixture was diluted with diethyl ether, and water was added at 0 °C, and the product was extracted with diethyl ether (2 x 100 mL). The combined organic extracts were concentrated to give tert-butyl (5rL)-2-allyl-3-(((5)-2- (methoxymethyl)pyrrolidm-l-y l)imino)azetidine-l-carboxylate (17 g), which was taken to next step without purification, m/z (ESI): 324.3 (M-t-H) ^-1 .

[00811] Step 3. tert-Butyl (;S)-2-allyl-3-oxoazetidme-l -carboxylate. To a solution of tert-butyl (S,£)- 2 -ally l-3-(((.5)-2-(met:hoxymethyI)pyrrolidm-l-yl)imino)azetidine- l -carboxylate (17 g, 21.02 mmol) in diethyl ether (170 mL) was added oxalic acid (satd. solution in water, 85 mL, 25.2 mmol). The reaction mixture was stirred at 25 °C for 16 h, then diluted with water, extracted with diethyl ether (2 x 100 mL), dried, and concentrated. The crude material was purified by chromatography, eluting with a gradient of 5% to 10% EtOAc in hexanes, to provide tert-butyl (S)-2-allyl-3-oxoazeddine-l- carboxylate (2.5 g, 1 1.83 mmol. 56% yield), m/z (ESI): 112.1 (M-Boc+H) ⁺ .

[00812] Step 4. tert-Butyl (2S',3S)-2-allyl-3-hydroxyazetidine-l-carboxylate. To a stirred solution of tert-butyl (>S)-2-aIIyl-3-oxoazetidine-l-carboxylate (2.5 g, 11.83 mmol) in MeOH (2.5.00 mL) at 0 °C was slowly added NaBH ₄ (0.895 g, 23.67 mmol), and the resulted reaction mixture tvas stirred for 16 h at 25 °C. The reaction mixture was quenched with satd. NH4CI and extracted with EtOAc (3 x 20 mL). The organic extracts were combined, washed with brine, dried, filtered, and concentrated. The crude residue was purified by chromatography, eluting with a gradient of 10-50% EtOAc in pet. ether to give ferAbutyl (2S',3S)-2-allyl-3~hydroxyazetidine-l-carboxylate (2.5 g, 11.72 mmol, 99% yield). m/z (ESI): 114.2 (M-Boc+H) ⁺ . ’H NMR (400 MHz, CDCL 55 95 (ddt, J = 17.1, 10.3, 6 7 Hz, IH). 5.28 - 5.03 (m, 2H), 4.64 (s, IH), 4.43 - 4.28 (m, 1H), 4.22 - 3.93 (m, IH). 3.71 (ddd, J = 9.8. 4 3, 1.1 Hz, IH). 2.82 - 2.51 (m, 2H), 2.21 (s, IH), 1.67 (s. 2H), 1.46 (d, J- 2.6 Hz, 9H).

[00813] Step 5. (2%3S)-2-Allylazetidin-3-ol trifluoroacetate, Intermediate Al 9. To a stirred solution of tcrt-butyl (2S,3S)-2-allyl-3-hydroxyazctidinc-l-carboxylatc (2.5 g, 11.72 mmol) in DCM (5 mL) at 0 °C was added TFA (9.03 mL. 117 mmol) dropwise, and the resulted solution stirred at 25 °C for 2 h. Volatiles were evaporated under reduced pressure to give the crude product, which was used for the next step without purification. m,z (ESI): 114,2 : M i li .

Intermediate A20 - 3-Bromo-4,6-dichloro-2-(trifluoromethyl)pyridine

Intermediate A20

[00814] Step 1 . 3-Bromo-4-chloro-2-(trifluoromethyl)pyridme 1 -oxide. To the solution of 3-bromo- 4-chloro-2-(trifluoroinethyl)pyridine (25 g, 96 mmol) and urea hydrogen peroxide (90 g, 960 mmol) in DCM (500 mb) was added trifluoroacetic anhydride (133 ml, 960 mmol) dropwise at 0 °C. The reaction mixture was stirred at rt for 20 h. Then, the reaction mixture was quenched with 10% sodium metabisulphite solution (1000 mL) and extracted with DCM (3 x 500 mL). The combined organic extracts were washed with water (1000 mL) followed by brine (1000 mL). dried, and concentrated. The crude residue was purified by chromatography, eluting with a gradient of 18-26% EtOAc in hexanes to give 3-bromo-4-chloro-2-(trifluoromethy1)pyridme I -oxide.

[00815] Step 2. 3-Bromo-4,6-dichloro-2-(trifluorometbyI)pyridine, Intermediate A20. To 3-bromo- 4-chloro-2-(trifluoromethyl)pyridme 1 -oxide (39 g, 141 mmol) was added POCb (276 mL, 2963 mmol) at 0 °C. The reaction mixture was heated at 100 °C for 10 h, and then quenched wish a slurry of ice and NallCCk The aqueous layer was extracted with DCM (3 x 750 mL), dried over anhydrous Na.iSCX and concentrated io give Intermediate A20. ^j H NMR (400 MHz, DMSCM-.) 6 8.38 (s. I H).

Intermediate: tert -Butyl (/0-6-methyl-4-(4,4,5,5-tetramethyl-l,3,2-dioxaborolan-2-yl) -3.6- dihy dropyridine-1 (2/7)-carboxy late

[00816] Step 1. tert-Butyl (7?)-6-metliyl-4-(((trifluoromeihyl)sulfonyl)oxy )-3,6-dilrydropyridine-

1 (2/7)-carboxylate. To a solution of tert-butyl (7?)-2-inethyl-4-oxopiperidine-l -carboxylate (25 g, 117 mmol) in THF (250 mL) at -78 °C under N? atmosphere was added LiHMDS (1 M solution in THF, 176 mL, 176 mmol). The temperature of the reaction mixture was raised to 0 °C, and a solution of/V- (5-chloropyridin-2-yl)-LLl-trilluoro-iV-((trifluoromethyl)su lfonyl)methanesuIfonamide (59.8 g, 152 mmol) in THF ( 125 mL) was added dropwise and stirred at rt for 30 min. The reaction mixture was quenched with satd. aq. NH ₄ C1 solution (300 mL) and extracted with EtOAc (300 mL). The organic extract was washed with brine (200 mL), dried over anhydrous NajSOi, and concentrated under vacuum. The crude residue was purified by chromatography, eluting with a gradient of 5-7 % EtOAc in pet. ether to afford tert-butyl (^)-6-methyl-4-(((trifluoromethyl)sulfonyl)oxy)-3,6-dihydrop yridine- l(2ff)-carboxylate (30 g, 87 mmol, 74% yield), m z (ESI): 246.0 (M-Boc+H) ⁺ .

[00817] Step 2. tert-Butyl (A)-6-methyl-4-(4,4,5.5-tetramethyl-l,3,2-dioxaborolan-2-yl) -3,6- dihydropyridine-l(2ff)-carboxylate. To a solution of tert-butyl (R)-6-methyl-4-

(((trifluoromethyl)sulfonyl)oxy)-3,6-dihydropyridine-l(2H )-carboxylaie (30 g, 87 mmol) in 1.4- dioxane (600 mL) were added B2Pni2 (24.27 g, 96 mmol) and KOAc (25.6 g, 261 mmol) at rt. The reaction mixture was degassed for 5 mitt, and then. Pd(dppf)Ch-DCM adduct (3.55 g. 4.34 mmol) w-as added. The solution w*as heated to 90 °C overnight. The reaction mixture was concentrated and purified by chromatography, eluting with a gradient of 5-10% EtOAc in pet. ether to give the desired product (15 g, 46.4 mmol, 53%i yield), m/z (ESI): 224.2 (M-Boc+H) ⁺ .

Intermediate Bl - 2-(3-Methoxyoxetan-3-yl)-4-methyl-3-(piperidm-4-yl)pyridme

Intermediate Bl

[00818] Step 1. 3-(3-Chloro-4-methylpyridin-2-yl)oxetan-3-ol. To a stirred solution of 2-bromo-3- chforo-4-methylpyridine (600 g, 2906 mmol) in toluene (9 L) at -78 °C was added n-butyl lithium (2.5 M solution in hexanes, 1162 mL, 2906 mmol) dropwise for 60 min. and reaction mixture was stirred for 1 h at -78 °C. A solution of oxetan -3-one (188 g, 2615 mmol) in toluene (300 ml.) was added over 30 min and stirred for 1 h at -78 °C. The reaction mixture was quenched with said. aq. NI-LC1 (10 L). The aqueous layer was extracted with EtOAc (3 x 4 L). The combined organic extracts were washed with brine (5 L), dried over Na>SO<, filtered, and concentrated. Then, hexanes (3 L) was added, the mixture was concentrated, filtered and dried to give 3-(3-chloro-4-methyIpyridin-2-yl)oxetan-3-ol. m 'z (ESI): 200.1 (M+H) ⁴ . ’H NMR (400 MHz, DMSCMs): 5 (ppm) 8.36 (d, J - 4.8 Hz, 1H). 7.40 (dd. J = 4.9, 0.9 Hz, 1 H), 6.46 (s, 1H), 5.15 (dd, J - 6.9, 1.0 Hz, 211), 4.69 (dd, J = 6.9, 1.0 Hz, 2H), 2.38 (d, J - 0.7 Hz, 3H).

[00819] Step 2. 3-Chioro-2-(3-methoxyoxetan-3-yI)-4-methyIpyridine. To a stirred solution of 3-(3- chloro-4-methyIpyridm-2-yl)oxetan-3-ol (260 g, 1302 mmol) in THF (2.5 L) at 0 °C was added NaH (104 g, 2605 mmol, 60% in mineral oil) portion wise for 15 min, and the reaction mixture was stirred at 0 °C for 30 min. Methyl iodide (163 mL, 2605 mmol) was added over 20 min, and the reaction mixture was slowly warmed to rt and stirred for 16 h. The reaction was quenched with ice water (10 L) and extracted with EtOAc (2 x 5 L). The combined organic extracts were dried over NaiSOr and concentrated to give 3-chloro-2-(3-methoxyoxelan-3-yI)-4-meihylpyridine. m/z (ESI): 214.3 (M+H) ⁴ . ’H NMR (400 MHz, DMSO-dx): 5 (ppm) 8.42 (d, J= 4.9 Hz, 1H), 7.46 (dd, J= 4.9, 0.8 Hz, 1H), 5.08 (dd. J - 7.3, 1.1 Hz, 2H), 4.76 (dd, J- 7.4, 1.1 Hz, 2H), 2.97 (s, 3H), 2.40 (d../ 0.7 Hz, 3H).

[00820] Step 3. fert-Butyl 2-(3-methoxyoxetan-3-yl)-4-methyl-3',6'-dihydro-[3,4'-bipyri dine]- r(27f)-carboxylate. A solution of 3-chloro-2-(3-methoxy'oxetan-3-yl)-4-methylpyridine (344 g, 1610 mmol), tcrt-butyl 4-(4, 4,5, 5-tctramcthy 1-1,3, 2-dioxaboroIan-2-yl)-3, 6-dihydropyridinc-l(2H)- carboxylate (597 g, 1932 mmol), K2CO3 (668 g, 4830 mmol) in 1,4-dioxane (3440 mL), water (1032 ml.,) was stirred atrt. The reaction mixture was degassed for 5 min. and SPhos Pd G3 (62.8 g, 81 mmol) was added. The reaction mixture was heated to 100 °C for 16 h. The reaction mixture was concentrated, diluted with water (5 L), and extracted with EtOAc (3 x 5 L). The combined organic extracts were dried over Na ₂ SCli and filtered, and concentrated. The crude material was purified by chromatography, eluting with a gradient of 25% to 50% EtOAc in hexanes, to give re/, '-butyl 2-(3- methoxyoxetan-3-yl)-4-methyl-3%'-dihydro-[3,4Mhpyridinepr(2' /7)-carboxylate (500 g, 1387 mmol, 86% yield), m.z' (ESI): 361.3 (M+H) ⁺ . ^! H NMR (400 MHz, DMSO-%): 8 (ppm) 8.35 td../ 4.9 Hz, 1H), 7.28 (dd, J = 4.9, 0.8 Hz, 1H), 5.49 (s, 1H). 5.25 (d. J = 7.2 Hz, 1H). 4.86 (d. J = 7.3 Hz, 1H), 4.39 - 4.63 (m, 2H). 3.92 (d, J - 5.2 Hz, 2H), 3.51 (t, J = 5.3 Hz. 2H), 2.94 (s, 3H), 2.43 - 2.01 (m. 5H), 1 .44 (s. 9H).

[00821] Step 4. re/7-Bulyl 4-(2-(3-methoxyoxetan-3-yl)-4-methy]pyridm-3-yl)piperidine-l - carboxylate, Intermediate Bl. To a stirred solution of tert -butyl 2-(3-methoxyoxetan-3-yl)-4-methyl- 3',6'-dibydro-|3,4'-bipyridine]-T(2'H)-carboxylate (60 g, 166 mmol) in MeOH (1000 ml) at rt was added 10% palladium on activated carbon (50% wet) (30 g, 28.2 mmol) and 20% paUadium(U) hydroxide on carbon (30 g. 214 mmol), and the reaction mixture was degassed thoroughly and stirred under H ₂ balloon pressure for 5 d at rt. The reaction mixture was filtered, washed with 50% DCM in MeOH (2000 nil a. and concentrated. The etude was purified via SFC using a ChiralPak IG (2.50x50) mm, 5, uni. column with a mobile phase of liquid CO ₂ : [0.2% NH?, in ACN: EtOH (2:8)] using a flowrate of 150 mL/min to give Intermediate Bl. m/z (ESI): 363.1 (M+H) ⁺ . ⁵ H NMR (400 MHz. DMSO-rf«): 6 (ppm) 8.28 (d, ./ = 4.9 Hz, 1 H), 7.18 (d, J = 5.0 Hz, 1 H), 5.11 (d, ./ = 7.I Hz. 2H), 4.79 (dd. J = 7.0, 1.0 Hz, 2H), 4.05 (d, J = 12.9 Hz, 2H), 2.93 (s. 3H), 2.55 - 2.80 (m, 3H), 2.42 (s, 3H). 1.93 (qd. J = 12.6, 4.3 Hz, 2H). 1.50 (d, J = 12.8 Hz. 2H). 1.42 (s, 9H).

[00822] Intermediates in Table 1-5 were prepared following the procedure described for Intermediate Bl, using appropriate starting materials. All starting materials are commercially available or are described above.

Tabic 1-5

Intermediate B4 - tert-Butyl 4-(l-(l-methoxycyclopropyI)-4-methyI-lH-pyrazoJ-5-yl)piperid me-l- carboxylate s intermediate A10 Boc Boc intermediate B4

[00823] Step 1. tert-Butyl 4-(l-(l-methoxycyclopropyl)-4-methyl-lfi ^r -pyrazol-5-yl)-3,6- dihydropyridine-1 (2Jf)-carboxyIate. A mixture of (l-(l-methoxycyclopropyl)-4-methyl-l/-/-pyrazol-5- yl)boronic acid (50 g, 255 mmol), tert -butyl 4-(((trifluoromethyl)sulfonyl)oxy )-3,6-dihydropyridine- l(2/7)-carboxyIate (127 g, 383 mmol), and potassium carbonate (70.5 g, 510 mmol) in 1,4-dioxane (750 ml) and water (75 mL) was degassed and purged with Nj for 15 min. To this solution was added PdCL(dppf) (9.33 g, 12.75 mmol) and stirred at 110 °C for 16 h. Tire reaction mixture was quenched with water (500 mL) and extracted with EtOAc (2 x 600 mL). The combined organic extracts were washed with brine (600 mL), dried (NaaSCh), filtered, and concentrated under reduced pressure. The erode material was purified by chromatography, eluting with a gradient of 15% to 20% EtOAc in hexanes, to give tert -butyl 4-(l-(l-methoxycyclopropyl)-4-meihyl-Lff-pyrazol-5-yl)-3,6- dihydropyridme-l(2/7)-carboxylate (45 g, 135 mmol, 53% yield). »z/z (ESI): 334.1 (M+H) ⁺ . ’H NMR (400 MHz, DMSO-4): 5 7.27 (s, 1H), 5.86 (s, 1H), 3.99 (d, J - 3.6 Hz. 2H), 3.52 (t. 5.6 Hz, 2H),

3.21 (s, 3H), 2.39 (dt, J= 7.7, 4.0 Hz, 2.H), 1.94 (s, 3H), 1.44 (s, 9H), 1 2.2 - 1.2.8 (m, 2H), 1.12 - 1.17 (m, 2H).

[00824] Step 2. tert-Butyl 4-(l-(l-mcthoxycyclopropyl)-4-mcthyl-I.H-pyrazol-5-yl)piperi dinc-l- carboxylate. To a stirred solution of tert-butyl 4-(l-(l-methoxycyclopropyl)-4-methyl-17f-pyrazol-5- yl)-3,6-dihydropyridine-l(2ff)-carboxylate (40 g. 120 mmol) in THE (400 mL) and IP A (400 mL) were added tris(2,2,6,6-tetramefliyl-3,5-heptanedionato)mangaiiese(IU) (36.3 g, 60.0 mmol) and phenyl silane (64.9 g, 600 mmol) in a stepwise manner at 0 °C under N?. atmosphere. The reaction mixture was stirred at 0 °C for 15 min. To the reaction mixture was added tert-butyl hydroperoxide (5M solution in decane, 120 ml,, 600 mmol) dropwise by maintaining the temperature at 0 °C and stirred at rt for 16 h. The reaction mixture was quenched with ice cold water (500 mL) and satd. aq. sodium metabisulfite solution (500 mL) and extracted with EtOAc (2 x 1000 mL). The combined organic extracts were washed with brine (3 x 1000 mL), dried (NajSCM, filtered and concentrated under reduced pressure. The crude material was purified by chromatography (elution: 15% to 30% EtOAc in hexanes) to give terr-butyl 4-(l-(l-methoxycyclopropyl)-4-metliyl-LFf-pyrazol-5- yl)piperidine-l -carboxylate (Intermediate 84) (5.7 g, 16.99 mmol, 14% yield), .we (ESI): 336.3 (M+H) ⁺ . T-I NMR (400 MHz, DMSO-ds): 8 7.17 (s, 1H), 4.07 (d, J-- 13.2 Hz, 2H), 3.28 - 3.39 (m, IH), 3.05 (s. 3H). 2.77 (br s, 2H), 2 02 (s, 3H), 1 .64 - 1 .73 (m. 4H), 1.42 (s, 9H), 1.33 (dt. J = 6.3, 3.5 Hz, 21 h. 1.25 - 1.27 (m, 2H).

Intermediate B5- teri-Butyl 4-(2-(l-metltoxycyclopropyl)-4-mediylpyridio-3-yi)piperidiue -l- carboxylate

Intermediate S3

[00825] Step 1. tert-Butyl 2-(l-methoxycyclopropyl)-4-methyl-3',6'-dihydro-[3,4'-bipy ridinej- r(2'77)-carboxy]ate. To a stirred solution of 3-chloro-2-(l-methoxycyclopropyl)-4-methylpyridine (26 g, 132 mmol) in 1,4-dioxaue (3440 ml) and water (1032 mL), were added fert-butyl 4-(4,4,5,5- tctiamcthyl-l,3,2-dioxaborolan-2-yl)-3,6-dibydropyridinc-l(2 jH)-carboxydatc (48.8 g, 158 mmol) and K2CO3 (54.5g. 395 mmol) at rt. The reaction mixture was degassed and purged with N? for 5 min. SPhos Pd Gj (5.13 g, 6,58 mmol) was added and the reaction mixture was stirred at 100 °C for 16 h. The reaction mixture was concentrated under reduced pressure and the crude was quenched with water (500 mL) and extracted with EtOAc (3 x 500 mL). The combined organic extracts were dried (NaiSO.i), filtered, and concentrated under reduced pressure. The crude material was purified by flash chromatography (Redi-Scp pre-packed silica gel column, elution: 15 to 20% EtOAc in hexanes) to give tert-butyl 2-(l-methoxycyclopropyl)-4-metliyl-3',6'-dihydro-[3,4'-bipyr idine]-r(2'Zf)-carboxylate (18 g, 52.3 mmol, 40% yield), m/z (ESI): 345.3 (M+H) ⁺ . ’H NMR (400 MHz, DMSCM,): 5 8.24 (d, J= 4.9 Hz, 1H), 7. 18 (dd. ./= 4.9, 0.8 Hz, 1 H), 5.50 (s, 1H). 4.01 (d. J= 14.6 Hz, 1H), 3.88 (d, J= 14.6 Hz, 1 H), 3.67 -3.44 (m, 2H), 2.99 (s, 3H), 2.37 (d, 16.1 Hz, 1H), 2.22 (s, 3H), 2.19 (d, J- 16.1 Hz,

1H), 1.19 (d, J= 16.8 Hz, 1H), 1.08 (dd, J= 4.4, 2.9 Hz, 2H).

[00826] Step 2. tert-Butyl 4-(2-(l-methoxycyclopropyl)-4-methylpyridin-3-yl)piperidine- l- carboxylate (Intermediate B5). To a stirred solution of tert-butyl 2-(l-methoxycyclopropyl)-4-methyl- 3',6 ^l -dihydro-|3,4 ^, -bipyridme[-l'(27-/)-carboxylate (25 g, 72.6 mmol) in THF (250 mL) and IP A (250 mL) were added tris(2,2,6,6-tetramethyl-3,5-heptanedionato)manganese(III) (21.95 g, 36.3 mmol) and phenyl silane (44.7 ml,, 363 mmol) in a stepwise manner at 0 °C under N? atmosphere The reaction mixture was stirred for 15 min at 0 °C and /ert-butyl hydroperoxide (5 M solution in decane, 72.6 mL, 363 mmol) was added dropwise by maintaining the temperature at 0 °C The reaction mixture was stirred at rt for 16 h. The reaction mixture was quenched with ice cold water (500 mL) and satd. aq. sodium metabisulfite solution (500 mL) and extracted with EtOAc (2 x 500 mL) The combined organic extracts were washed with brine (2 x 100 mL), dried (NajSCh), filtered, and concentrated under reduced pressure. The crude material was purified by reverse phase MPLC (elution: 30% to 50% ACN in water) to give tert-butyl 4-(2-(l-metboxycyclopropyl)-4-methylpyridin-3-yl)piperidine- 1 -carboxylate (Intermediate B5) (12.5 g, 36.1 mmol. 50% yield), w/L (ESI): 347.4 (M+H) ⁺ . ^! HNMR , [00827] Step 1. tm-Butyl 4-(4-methyl-l-(3-methyloxetan-3-yl)-1/7-pyrazol-5-yl)-3,6- dihydropyridine-l(2E/)-carboxylate. To a stirred solution of Intermediate A14 (198 g, 857 mmol) in 1 ,4-dioxane (3168 mL) and water (792 mL) was added tert-butyl 4-(4,4,5,5-tetramethyl-l,3,2- dioxaborolan-2-yl)-3,6-dihydropyridine-l(2H)-carboxylate (344 g, 1114 mmol) at rt. The reaction mixture was degassed and purged with Nj for 10 min, and K>CO? (355 g, 2570 mmol) and SPhos Pd G.3 (66.9 g, 86 mmol) were added. The reaction mixture was stirred at 90 °C for 6 h. The reaction mixture was quenched with w^ater (2000 mL) and extracted with EtOAc (2 x 2000 mL). The combined organic extracts were dried (NajSQj). filtered, concentrated under reduced pressure, and purified by chromatography, eluting with a gradient of 30-60% EtOAc in hexanes to give iert-butyl 4-(4-methyl- l-(3-methyloxetan"3-yl)-l //-pyrazol-5-yl)-3,6-dihydropyridine-l(2H)-carboxylate (270 g, 95% yield). m/z (ESI): 334.2 (M+H) ⁴ .

[00828] Step 2. fert-Butyl 4-(4-raethyl-l-(3-methyloxetan-3-yl)-117-pyrazol-5-yl)piperi ditie-l- carboxylate, B6. To a stirred solution of tert-butyl 4-(4-melhyl-l-(3-metbyloxetart-3-y1)-lf/-pyrazol- 5-yl)-3,6-dihydropyridine-l(2/f)-carboxylate (24.0 g, 72.0 mmol) in IPA (168 mL) and u-heptane (168 mL) were added tris(2,2,6,6-tetraniethyl-3,5-heptanedionato)nianganese(III) (21 .76 g, 36 0 mmol) and phenylsilane (13.43 mL, 108 mmol) in stepwise manner at 0 °C under N ₂ atmosphere. The reaction mixture was stirred for 15 min at 0 °C, and TBHP (5 M in nonane, 21 .59 mL,108 mmol) was added dropwise at 0 °C. The reaction mixture was stirred at rt for 16 h. The reaction mixture was diluted with ice cold water (500 mL) followed by said. aq. sodium metabisulfite solution (500 mL) and extracted with EtOAc (2 x 800 mL). The combined organic extracts were washed with brine (3 x 1000 mL), dried (NaiSOfi, filtered, and concentrated. The crude material was purified by chromatography (elution: 0 to 30% EtOAc in hexanes), triturated with hexanes (200 mL). filtered, and dried to give Intermediate B6 (11 g, 46% yield). m/z (ESI): 336.4 (M+H) ⁴ . Tl NMR (400 MHz, DMSO-cti): 5 (ppm) 7.18 (s, IH). 5.04 (d. ,/ 6 2 Hz, 2H). 4.5 - 4.6 (m, 2H), 4.01 (d, >13.1 Hz, 2H), 2.79 (br s, 2H). 2.28 (tt. J=11 .5. 4 3 Hz, IH), 2.00 (s, 3H), 1 .67 - 1 .79 (m. 7H), 1.42 (s, 9H).

[00829] Intermediates in Table 1-6 were prepared following the procedures described for Intermediates B4, B.5, or B6. using appropriate starting materials All starting materials are commercially available or are described above.

Table 1-6

Intermediate B17 - te/7-Butyl (22?,46>2-methyl-4-(4-methyl-l-(oxetan-3-yl)-IH-pyrazol-5 - yl)piperidine-l -carboxylate

Peak 1 Peak 2 intermediate 817

[00839] Step I. tert-Butyl (/?)-6-methyl-4-(4-methyl-l-(oxetan-3-yl)-117-pyrazol-5-yl)- 3,6- dihydropyndine-l(2I7)-carboxylate. To a degassed solution of tert-butyl 4-(4.4,5,5-tetramethyl- 1,3,2- dioxaborolan-2-yl)-3,6-dihydropyridme-l(2H)-carboxylate ( 13.40 g, 41.5 mmol), Intermediate A4 (7.5 g, 34.6 mmol), and K.2CO3 (14.33 g, 104 mmol) in 1 ,4-dioxane ( 120 mL) and water (30.0 mL) was added Pd(dppf)Ch-DCM (1.41 g, 1.73 mmol), and the reaction mixture was heated to 90 °C for 16 h. The reaction was quenched with water (100 mL) and extracted with EtOAc (2 x 100 mL). The combined organic extracts were concentrated, and the crude residue was purified by column chromatography, eluting with a gradient of 25-30% EtOAc in pet. ether to provide tert-butyl (R)-6- methyl-4-(4-methyl-l-(oxetan-3-yl)-l/7-pyrazol-5-yi)-3,6-dih ydropyridine-l(2//)-carboxylate (11 g, 33 0 mmol, 95% yield), m'z (ESI): 334.3 (M+H) ⁺ .

[00831] Step 2. tert-Butyl (2/?,4jR)-2-metbyL4-(4-methyl-l-(oxetan-3-yl)-li ^! f-pyrazol-5- yl)piperidine-l -carboxylate, Intermediate B17. To a stirred solution of tert-butyl (Z?)-6-methyl-4-(4- methyl-l-(oxetan-3-yl)-l/7-pyrazol-5-yl)-3.6-diliydropyridin e-l(2fi ^r )-carboxylate (7 g, 20.99 mmol) in MeOH (140 mL) was added 10% weight palladium^) hydroxide (5.90 g, 4.20 mmol). The reaction mixture was degassed thoroughly and stirred under H? bladder pressure for 16 h at 25 °C. The reaction mixture was filtered through celite pad and washed with MeOH. The filtrate was concentrated and purified by chromatography eluting with a gradient of 20-30% EtOAc in pet. ether to give tert-butyl (2R)-2-methyl-4-(4-methyl-1-(oxetan-3-yl)-1H-pyrazol-5-yl)pi peridine-1- carboxylate. [00832] The stereoisomeric mixture containing tert-butyl (2R)-2-methyl-4-(4-methyl-1-(oxetan-3- yl)-1H-pyrazol-5-yl)piperidine-1-carboxylate was purified by Chiralpak IG(250x50) mm, 5 μ, column with a mobile phase of liquid CO ₂ : [MeOH:ACN(1:1)] (80:20) with a flowrate of 180 mL/min to obtain a 1 ^st eluting isomer and a 2 ^nd eluting isomer. The absolute stereochemistry of the isomers was determined to be tert-butyl (2R,4R)-2-methyl-4-(4-methyl-1-(oxetan-3-yl)-1H-pyrazol-5- yl)piperidine-1-carboxylate, Intermediate B17 as the 1 ^st eluting isomer and tert-butyl (2R,4S)-2- methyl-4-(4-methyl-1-(oxetan-3-yl)-1H-pyrazol-5-yl)piperidin e-1-carboxylate as the 2 ^nd eluting isomer.1 ^st Eluting isomer: m/z (ESI): 336.3 (M+H) ⁺ .2 ^nd Eluting isomer: m/z (ESI): 336.2 (M+H) ⁺ . Intermediate B18 - tert-Butyl (2R,4S)-4-(1-(2-methoxyethyl)-4-methyl-1H-pyrazol-5-yl)-2- methylpiperidine-1-carboxylate [00833] Step 1. tert-Butyl (R)-4-(1-(2-methoxyethyl)-4-methyl-1H-pyrazol-5-yl)-6-methyl -3,6- dihydropyridine-1(2H)-carboxylate. To a solution of tert-butyl 4-(4,4,5,5-tetramethyl-1,3,2- dioxaborolan-2-yl)-3,6-dihydropyridine-1(2H)-carboxylate (17.49 g, 54.1 mmol) in 1,4-dioxane (192 mL) and water (48.0 mL) were added Intermediate A1 (12 g, 45.1 mmol) and K ₂ CO ₃ (18.70 g, 135 mmol) at rt. The reaction mixture was degassed with N ₂ for 10 min followed by the addition of Pd(dppf)Cl ₂ -DCM (1.841 g, 2.255 mmol). The reaction mixture was heated to 90 °C for 16 h. The reaction mixture was quenched with ice cold water (500 mL) and extracted with EtOAc (3 x 400 mL). The combined organic extracts were dried, filtered, and concentrated. The crude residue was purified by column chromatography, using a gradient of 20-40% EtOAc in pet. ether to give tert-butyl (R)-4- (1-(2-methoxyethyl)-4-methyl-1H-pyrazol-5-yl)-6-methyl-3,6-d ihydropyridine-1(2H)-carboxylate (12 g, 35.8 mmol, 79% yield). m/z (ESI): 336.3 (M+H) ⁺ . [00834] Step 2. (2/?,45')-4-(l-(2-Mctboxyethyl)-4-methyl-lH-pyrazol-5-yi)-2~ methylpiperidine-l- carboxylate. Intermediate B18. A solution of tert-butyl (I?)-4-(l-(2-methoxyethyl)-4-methyl-l//- pyrazol-5-yl)-6-methyl-3,6- dihydropyridine- 1 (2H)-carboxy late (11 g, 32.8 mmol) in MeOH (110 mL) was degassed with N? for 2 minutes. To the reaction mixture was added, 50 wt% palladium on carbon (3.49 g, 32.8 mmol) and 20 wt% palladium(Il) hydroxide (4.61 g, 32.8 mmol). The reaction mixture was stirred at 50 °C under H ₂ pressure (10 kg) for 16 h. The reaction mixture was filtered, washed with MeOH (200 mL), and concentrated to give a crude mixture of isomers (11 g). iwz (ESI): 338.3 (M ■ Hi'

[00835] A stereoisomeric mixture containing tert-butyl (27?)-4-(l-(2-mcthoxycthyl)-4-mcthyI-lJ/- pyrazol-5-yl)-2-methylpiperidine-l-carboxylate was purified by SFC with a LUX-C4 (250x50) min, 5 p, column with a mobile phase of liquid CO2:[MeOH:ACN(l:l)](85:15) with a flowrate of 200 mL/ min to obtain a 1 ^st eluting isomer and a 2 ^r ‘ ^d eluting isomer. The absolute stereochem istry of the isomers was assigned io be Intermediate B18 as the l ^si eluting isomer and tert-butyl (2/?.4/?)-4-(l -(2- methoxyethyl)-4-methyl-Lff-pyrazol-5-yl)-2-methylpiperidine- l-carboxylate as the 2 ^nd eluting isomer. 1 ^st Eluting isomer: m/z (ESI): 338.3 (M+H) ⁺ . 2 ^nd Eluting isomer: m/z (ESI): 338.1 (M+H)*.

Intermediate B19 - tert-Butyl (2Z?,4S)-2-methyl-4-(4-methyl-l-((S)-tetrahydrofuran-3-yl)-l fi ^r -pyrazol-

5-yl)piperidine- 1 -carboxylate

Peak 1 Peak 2 intermediate 819

[00836] Step I. tert-Butyl (7?)-6-metbyl-4-(4-methyl-l-((S)-tetabydrofuran-3-yl)-l//-py razol-5-yl)- 3.6-dihydropyridine-l(2H)-carboxylate. To a solution of tert-butyl 4-(4.4.5.5-tetramethyl-l,3,2- dioxaborolan-2-yl)-3,6-dihydropyridine-l(2H)-carboxylate (6.97 g, 21.6 mmol) in 1,4-dioxane ( 100 mL) and water ( 10 mL) were added Intermediate Al 2 (5 g. 17.98 mmol) and K PO-, (11 45 g, 53.9 mmol) at rt. The reaction mixture was degassed with N ₂ for 10 min followed by the addition of Pd(dppf)Ch-DCM (1 .47 g. 1 80 mmol). The reaction mixture was heated to 100°C for 4 h. The reaction mixture was quenched in ice cold water (500 mL) and extracted with EtOAc (3 x 400 mL). The combined organic extracts were dried over NarSOi, filtered, and concentrated. The etude residue was purified by column chromatography using a gradient of 25-50% EtOAc in hexanes to give terl- butyl (/?)-6-methyl-4-(4-tnetliyl-l-((S)-tetrahydrofuran-3-yl)-lfi ^r -pyrazol-5-y])-3,6-dihydropjTidine- l(2/Z)-carboxylate (6 g, 17.3 mmol, 96% yield), m/z (ESI): 348.1 (M+H) ⁺ .

[00837] Step 2. tert-Butyl (2A)-2-inethyl-4-(4-methyl-l-(6S)-tetrahydrofuran-3-yI)-l/7- pyrazol-5- yl)piperidine-l-carboxylate. To a degassed (N ₂ ) solution of fert-butyl (Z?)-6-methyl-4-(4-methyl-l- ((>S)-tetrahydrofuran-3-yl)-llf-pyrazo1-5-yl)-3.6-dihydro pyridine-l(2//)-cai’boxylate (5.5 g, 15 83 mmol) in MeOH (83 mL) was added 50 wt% palladium on activated carbon (2.5 g, 2.35 mmol) and 20 wt% palladium]!!) hydroxide on carbon (2 5 g, 17.80 mmol). The reaction mixture was degassed and stirred under H ₂ atmosphere (60 psi) for 5 days at rt. The reaction mixture was filtered through a pad of cclite and washed with McOH (200 mL). The filtrate was concentrated and purified by column chromatography, eluting with 15% EiOAc in pet. ether to provide tert-butyl (2Z?)-2-tnethyl-4-(4- methyl-l-((S)-tetrahydrofuran-3-yl)-127-pyrazol-5-yl)piperid ine-l-carboxylate (5 g, 14.31 mmol, 90 % yield), m, 'z (ESI): 350.1 (MrH) ⁺ -

[00838] The stereoisomeric mixture containing tm-butyl (2/?)-2-methyl-4-(4-methyl-l-((S)- tetrabydrofuran-3-yl)-lH-pyrazol-5-yl)piperidine~I -carboxylate (4.8 g, 13.73 mmol) was purified by SFC (Chiralpak IC-H, 150 x 50 mm 5 pm column with a mobile phase of IP Adiquid CO? (30:70) using a flowrate of 180 mL/min), to obtain a 1 ^st eluting isomer and a 2 ^nd eluting isomer. The stereochemistry of the isomers was assigned arbitrarily to be tert-butyl (2R,47?)-2-methyl-4-(4-methyl- l-((^)-tetrahydrofuran-3-yl)-lffpyrazol-5-yl)pipcridinc-l-ca rboxy’latc, Intermediate B19 (1.3 g, 3.72 mmol, 27% yield) as the 1 ^st eluting isomer and tert-butyl (22?,4S)-2-methyl-4-(4-methyl-l-((>S)- tetrahydrofuran-3-yl)-lH-pyrazol-5-yl)piperidine-l -carboxylate as the 2 ^nd eluting isomer. l ^si Eluting isomer: m/z (ESI): 350.3 (M-+H) ⁺ . 2 ^nd Eluting isomer: m/z (ESI): 350.3 (M+H) ⁺ .

[00839] Intermediates in Table 1-7 were prepared following the procedures described for Intermediates B17, B18, and B19 using appropriate starting materials. All starting materials are commercially available or are described above.

Table 1-7

Intermediate B39 - 2-(3-Mcthoxyoxctan-3-yl)-4-mcthyl-3-((3S,4R)-3-incthylpipcri din-4-yl)pyridinc

Peak 2

[00840] Step 1. tert-Butyl 2-(3-metho?cyoxetan-3-yl)-4*metliyl-6'-oxo-3’,6’-dihydro -[3,4 ’-bipyridine]- 1’ (2 ’H) -carboxy late. A mixture of 3-chloro-2-(3-methoxyoxetan-3-yl)-4-methylpyridine (10 g, 46.8 mmol), tert-butyl 6-oxo-4-(4,4,5,5-tetramethyl-l,3,2-dioxaborolan-2-yl)-3,6-di hydropyridine-l(2H)- carboxylate (27.2 g, 84 mmol), and K2CO3 (22.64 g, 164 mmol) in 1,4-dioxane (115 ml) and water (26 mL) was purged with N ₂ for 10 min. Then, SPhos Pd G3 (1.83 g, 2 34 mmol) was added and purged with N ₂ for 2 min. The reaction mixture was stirred at 110 °C for 16 h, cooled to rt, water (200 mL) was added, and extracted with EtOAc (2 x 500 mL). The combined organic extracts were dried over NaiSOr, filtered, and concentrated in vacuo. The crude material was purified by chromatography, eluting with a gradient of 60-70% EtOAc in hexanes io provide tert -butyl 2-(3- methoxyoxetar!-3-yl)-4-methyl-6’-oxo-3\6‘-dihydro-[3,4� �-bipyridine]-r(2’H)-carboxylate.

[00841] Step 2. tert-Butyl 4-(2-(3-methoxyoxetan-3-yl)-4-methylpyridin-3-yl)-2-oxopiper idine-l- carboxylate. To a stirred solution of tert-butyl 2-(3-methoxyoxetan-3-yl)-4-methyl-6’-oxo-3*,6'- dihydro-[3,4’-bipyridinc]-r(2’H)- carboxylate (9.5 g, 25.4 mmol) in IPA (190 mL) and THF (190 mL) at 0°C under N? atmosphere was added Mn(dpm)j (7,67 g, 12.69 mmol) and phenylsilane (4.69 mL, 38.1 mmol) followed by TBHP (70% in water) (6.95 mL, 50.7 mmol). The reaction mixture was stirred at 0 °C for 30 rain, then at 25 °C for 16 h. The reaction mixture was cooled and quenched with water (300 mL) and extracted with EtOAc (3 x 200 mL). The combined organic extracts were washed with water (100 mL), dried over Na ₂ SO<, filtered, and concentrated under reduced pressure. The crude residue was purified by column chromatography (elution: 0-50% EtOAc in hexanes) to give tert-butyl 4-(2-(3-methoxyoxetan-3-yl)-4-melhylpyridin-3-yl)-2-oxopiper idine-l -carboxy late, m/z (ESI): 377.2 (M+HF. ^; H NMR (400 MHz, DMSO-<%): 6 (ppm) 8.32 (d, J - 4.9 Hz, IH), 7.24 (d, J = 5.0 Hz, IH), 5.17 (d. J = 7.0 Hz, IH), 5.07 (d, J = 7. 1 Hz, 1 H), 4.78 (dd, J = 16.6, 7.0 Hz, 2H), 3.87 (dt. J = 12.9, 4.6 Hz, IH), 3.64 - 3.50 (m, IH), 3.02 (dt, J- 11.5, 6.1 Hz, 3H). 2.93 (s, 3H), 2.43 (s, 3H), 2.15 (t, J = 10.8 Hz. I H), 1.91 (dd, .7 = 14.0, 5.0 Hz. I H). 1.47 (s, 9H).

[00842] Step 3. 4-(2-(3-Methoxyoxetan-3-yl)-4-methylpyridin-3-yl)piperidin-2 -one. To a solution of tert-butyl 4-(2-(3-methoxyoxetan-3-yl)-4-metliylpyridin-3-yl)-2-oxopipe ridine-l -carboxy late in DCM (40 mL) at 0 °C under N>, was added TFA (4.0 mL, 53.10 mmol). The reaction mixture was stirred at rt for 2 h. The reaction mixture was quenched with said. NaHCOs solution at 0 °C and extracted with 10% MeOH in DCM (4 x 60 mL). The combined organic extracts were over NaaSQ*, filtered, and concentrated under reduced pressure to afford 4-(2-(3-methoxyoxetan-3-yl)-4-methylpyridin-3- yl)piperidin-2-one, which was directly taken to next step, m/z (ESI): 277. 1 (M+H) ⁺ . ^! H NMR (400 MHz. DMSO-df,): 6 (ppm) 8.30 (dd, J - 9.9. 4.9 Hz. IH). 7.67 (d. J - 3.9 Hz, 111), 7.21 (dd. J - 8.8, 4.9 Hz, IH), 5.22 (d, J = 7.0 Hz, IH), 5.01 (d,J = 7.0 Hz, IH), 4.79 (dd, J= 7.0, 0.9 Hz. 1H), 4.74 (dd, J = 7.0. 09 Hz. IH), 3.59 (s, 3H), 3.28 - 3.09 (m. IH). 2.93 (s, 3H)„ 2.58 (t, ./= 13.0 Hz, 2H). 2.44 td../ 9.5 Hz. IH). 2.33 - 2.09 t in. IH), 1.75 (q, ./ 8.2, 6.5 Hz. 21 h.

[00843] Step 4. l-Benzyl-4-(2-(3-methoxyoxetan-3-yl)-4-methylpyridin-3-yl)pi peridm-2-one. To a solution of 4-(2-(3-methoxyoxetan-3-yl)-4-methylpyridin-3-yl)piperidin-2 -one (4.0 g, 14.48 mmol) in THF (60 mL) at 0 °C under N ₂ , was added NaH (60% in mineral oil) (1.26 g, 29.0 mmol). The reaction mixture was stirred at 0 °C for 30 min. Benzyl bromide (4.95 g, 29.0 mmol) was added at 0 °C and stirred for 2 h. The reaction mixture was quenched with said. NH4CI solution (20 mL) and extracted with EtOAc (3 x 80 ml.,). The combined organic extracts were washed with water (50 ml.,), dried over NajSO^ filtered, and concentrated under reduced pressure The crude residue was purified by column chromatography (elution: 0-60% EtOAc tn hexanes) to give l-benzyl-4-(2-(3- methoxyoxetan-3-yl)-4-methylpyridin-3-yl)piperidin-2-one. m/z (ESI): 367.0 (M+H) ^{4 !} H NMR (400 MHz, DMSO-7 ₆ ): 5 (ppm) 8.32. (d, 7= 4.9 Hz. 1H), 7.42. - 7.34 (tn, 2H), 7.32 - 7.18 (m, 4H), 5.22 (d, J = 7.1 Hz, IH), 5.03 (d, J= 7.0 Hz. IH), 4.73 (dd, J = 7.1, 4.5 Hz, 2H), 4.66 (d, J = 14.9 Hz, IH), 4.49 (d, J = 14.9 Hz. IH), 3.30 - 3.21 (m, 2H), 2.92 (s, 4H), 2.79 (dd. 7 = 17.3, 12.0 Hz, IH), 2.48 - 2.39 (m, 4H), 2.25 (h, J = 6.4 Hz. I H), 1.81 (d, J = 13.2 Hz, IH).

[00844] Step 5. l-Bcnzyl-4-(2-(3-mcthoxyoxctan-3-yl)-4-mcthylpyridiu-3-yl)-3 -mcthylpipcridin-2- one. To a solution of l-beBzyl-4-(2-(3-methoxyoxetan-3-yl)-4-metbylpyridin-3-yl)pi peridin-2-one (670 mg, 1.83 mmol) in THF (13.40 mL) at -78 °C was added LDA (2 M in THF, 1.1 mL, 2.2 mmol) dropwise. After stirring for 30 min at -78 °C, Mel (171 pL, 2.74 mmol) was added at -78 °C, and the solution allowed to warm to rt and stirred for 2 h. The reaction was quenched with NH4CI while cooling in an ice bath. The layers were separated, and the aqueous layer was extracted with EtOAc (2 x 100 mL). The combined organic extracts were dried over NajSO^ and concentrated. The crude was purified by reverse phase chromatography using ACN in water (35 to 40%). to provide l-benzyI-4-(2- (3’methoxyoxetan-3-yl)-4-methylpyridin-3-yl)-3-methylpiper idin-2-one. m/z (ESI): 381.3 (M + H) ⁴ . ^! H NMR (400 MHz, DMSO-rfc): 6 (ppm) 8.32 (d, J = 4.9 Hz, 1 H), 7.37 (t, J = 7.4 Hz. 2H). 7.31 - 7.17 (m, 4H), 5.16 (d, J = 7.2 Hz. IH), 5.04 (d, 7= 6.9 Hz, IH), 4.72 (d, 7= 7.2 Hz, IH), 4.68 - 4.46 (in, 3H), 3.02 (dd. J = 11.5, 7.0 Hz, 2H), 2.93 (s. 3H), 2.71 (d, 7 = 3.6 Hz. 2H), 2.46 (s, 3H), 2.24 (s, IH), 1.85 (d, 7 = 10.4 Hz. IH). 0.91 (d.7 = 7.1 Hz. 3H).

[00845] Step 6. 3-(l-Benzyl’3-metliylpiperidiii-4-yl)-2-(3-methoxyoxetan-3 -yl)-4-methylpyridine. To a solution of l-beiizyl-4-(2-(3~methoxyoxetan-3-yi)“4-methyIpyridin-3-yl )-3-methylpiperidin~2-one (530 mg, 1.39 mmol) in THF (31.8 mL) at 0 °C was added LAH (2 M in THF, 1.4 mL, 2.79 mmol). The reaction mixture was heated to 60 °C, and stirred at 60 °C for 15 min. The reaction mixture was cooled to 0 °C, and then said. aq. Na2SO,i was added. The mixture was extracted with EtOAc (3 x 30 mL). The combined organic extracts were over NarSOr, filtered, and concentrated. The crude was purified by reverse phase chromatography, eluting with a gradient of 20 to 30% ACN in water to provide 3”(l-benzyl-3”methylpiperjdm-4-yI)-2"(3-methoxyoxeta:ti- 3-yl)-4-methy (pyridine. m/z (ESI): 367.4 (M+H) ⁴ .

[00846] The above material was purified via SFC using a Chiralpak IG 250 x 20 mm, 5 pm column with a mobile phase of 1 : 1 ACN/MeOH in liquid CO2 with a flow rate of 70 mL/min to provide a 1 ³ⁱ eluting isomer: 3-((3R,4S)-l-benzyi-3~methylpiperidin-4-yl)-2-(3-methoxyoxet an-3-yl)-4- methylpyridine: ^! H NMR (400 MHz, DMSO-7,): 5 (ppm) 8.27 (d, 7= 4.8 Hz. IH), 7.34 - 7.24 (m, 5H), 7.18 (d, 7 = 5.0 Hz, IH), 5.18 - 4.99 (m, 2H), 4.84 - 4.59 (m, 2H), 3.48 (s, 2H), 2.98 - 2.85 (in. 5H), 2.46 (s, 3H), 2.38 - 2.29 (in, IH), 2.15 - 2.06 (in, IH), 2.04 - 1.88 (m, 2H), 1.66 - 1.50 (in, 2H), 0.53 (d, J= 6.7 Hz, 3H); and a 2 ^nd eluting isomer: 3-((3S,4R)-1-benzyl-3-methylpiperidin-4-yl)-2-(3- metlioxyoxetan-3-yl)-4-methylpyridme: ³ H NMR (400 MHz, DMSO-ds): 8 (ppm) 8.27 (d, J -- 4.8 Hz, IH), 7.48 - 7.20 (m, 5H), 7.18 (d, J = 5.0 Hz, 1H), 5.18 - 4.99 (m, 2H), 4.84 - 4.59 (m, 2H). 3.48 (s, 2H), 2.97 - 2.85 (m, 5H ), 2.46 (s, 31 B. 2.39 - 2.30 (m, 1 H ), 2.18 - 2.08 (m, 1 H ), 2.04 - 1.88 (m, 2H), 1.66 - 1.50 (m, 2H), 0.53 (d, J - 6.7 Hz, 3H).

[00847] Step 7. 2-(3-Methoxyoxetan-3-yl)-4-methyl-3-((3S,4R)-3-methylpiperid in-4-yl)pyridine. To a stirred solution of (peak 2) 3-((3S,4R)-l-benzyl-3-methylpiperidin-4-yl)-2-(3-methoxyoxet an-3-yl)-4- methylpyridine (160 mg, 0437 mmol) in EtOH (I mL) was added 10 wt% palladium on activated carbon (167 mg, 0.157 mmol) under N? atmosphere and the reaction was continued to stir at 25 °C under H? bladder pressure for 1 h. The reaction mixture was filtered, and the filtrate was concentrated to provide crude Intermediate B39. m'z (ESI): 277.0 (M+H) ⁺ . ’H NMR (400 MHz, DMSCMt): 3 (ppm) 8.27 (d, J = 4.9 Hz, 1 H), 7. 17 (d, J = 4.8 Hz, IH), 5.17 - 5.03 (m, 2H), 4.81 - 4.66 (ra, 2H), 4.10 (d, J = 5.4 Hz, IH), 3.17 (d, J= 4.5 Hz, 2H), 3.02 (t, J= 10.2 Hz, 2H), 2.92 (d, J = 2.6 Hz, 3H), 2.47 (s, 3H), 2.26 - 1.86 (m, 4H), 0.56 (dd, J = 18.3, 5.7 Hz, 3H).

[00848] Intermediates in Table 1-8 were prepared following the procedure described for Intermediate B39 (prior to Bn deprotection), using appropriate starting materials. All starting materials are commercially available or are described above.

Table 1-8

Intermediate B43 and B44 - tert-Butyl (R)-4-(3-(l-methoxyethyl)-5~methylpyridazin-4-yl)pipersdme- 1 -carboxylate and tert-butyl (S)-4-(3-(l-methoxyethyl)-5-methylpyridazin-4-yl)piperidiiie -l- carboxylate

[00849] Step 1. 4,5-Dichloro-2-(tetahydro-2H-pyran-2-yl)pyridaziti-3(2H)-one . A mixture of 4- methyl benzenesulfonic acid hydrate (1.11 g, 5.82 mmol, Sigma-Aldrich), 4,5-dichloropyridazin- 3(2H)-one (12 g, 72.7 mmol, Combi-Blocks Inc.), and 3,4-dihydro-2H-pyran (8.63 rnL, 95 mmol, Oakwood Products, Inc.) in THF (100 tnL) was stirred at reflux for 18 h. An additional aliquot of 3,4- dihvdro-2H-pyran (5 ink) was added at 16 h and then the reaction mixture was removed from heat and allowed to stir at rt for 48 h. The mixture was concentrated, dissolved in EtOAc (150 tnL), and washed with 2 N NaOH (100 mL). The organic layer was taken, dried over MgSCh, filtered, and concentrated to afford the crude product which was chromato graphed, eluting with a gradient of 0% to 50% EtOAc in heptane, to provide 4.5-dichloro-2-(tetrahydro-2H-pyran-2-yl)pyridazin-3(2H)-one . m/z (ESI): 165.0 (M-THP+H) ¹ . 'HNMR (400 MHz. DMSCMs): 5 (ppm) 8.24 (s, 1 H), 5.85 (dd, 7=10.4, 2.1 Hz, 1 H), 3.93 - 4.01 (m, 1 H), 3.62 -3.67 (m, 1 H), 1 .99 - 2.10 (m, 1 H), 1 91 - 1.97 (m, 1 H), 1.63 - 1.74 (m, 2 H), 1.46 - 1.57 (m, 2 H).

[00850] Step 2. 4-Chloro-5-methyl-2-(tetrahydro-2H-pyran-2-yl)pyridazin-3(2H )-one. A mixture of Pd(dppf)Cl ₂ DCM (0 393 g, 0.482 mmol, Strem Chemicals, Inc.), methylboronic acid (0.529 g. 8.83 mmol. Oakwood Products, Inc.), 4,5-dichloro-2-(tetraliydro-2H-pyran-2-yl)pyridazin-3(2H)-on e (2g, 8.03 mmol), and K2CO3 anhydrous (2.77 g, 20.07 mmol) was purged with N ₂ . Then, the mixture was dissolved in 1,4-dioxane/water (20/2 mL) and heated at 95 °C for 17 h. The reaction mixture was cooled to rt, diluted wdth water, and extracted with EtOAc. The combined organic extracts were dried over Na ₂ SO.:, filtered, concentrated, and purified by chromatography on silica gel using 0-70% EtOAc in heptane to afford 4-clrioro-5-methyl-2.-(tctrahydro-2.H-pyran-2-yl)pyridazin-3 (2H)-onc. m'z (ESI): 229.1 (M+H) ⁺

[00851 ] Step 3. Benzyl 4-(5-methyl-3-oxo-2-(tetrahj ’dro-2H-pj-ran-2-yl)-2,3-dihydropyridazin-4- yl)-3,6-dihydropvridine-l(2H)- carboxylate. To a glass vial was added K2CO3 (907 mg, 6.56 mmol, Sigma-Aldrich Corporation), SPhos Pd G3 (227 mg, 0.262 mmol, Sigma-Aldrich Corporation), (1- ((benzyloxy)carbonyl)-1.2,3,6-tetrahydropyridin-4-yl)boronic acid (1081 mg, 3.15 mmol, Combi- Blocks Inc.), and 4-chloro-5-methyl-2-(tetrahydro-2H-pyran-2-yl)pyridazin-3(2H )-one (600 mg, 2.62 mmol), in 1,4-dioxane (6 nil..) and water (0.6 ml). The reaction mixture was bubbled with N; for 15 min before heating at 95 °C for 2 h. The reaction was quenched by 5 mL said. NILC1 and extracted with EtOAc (3 x 5 mL). The combined organic extracts were washed with brine, dried over NajSO-j, and concentrated. The crude material was purified by column chromatography, eluting with acetone in heptane (5-50%) to afford benzyl 4-(5-methyl-3-oxo-2-(tetrahydro-2H-pyran-2-yl)-2,3- dihydropyridazin-4-y I)-3,6-dihydropyridine-l(2H)-carboxylate. wz (ESI): 410.0 (M+H) ‘ .

[00852] Step 4. Benzyl 4-(3-chloro-5-methylpyridazin-4-yl)-3,6-dihydropyridine-l(2H )- carboxylate. A mixture of POCI3 (910 pL, 9.77 mmol, Sigma-Aldrich Corporation) and benzyl 4-(5- methyl-3-oxo-2-(tetrahydro-2H-pyran-2-yl)-2,3-dihydropyridaz in-4-yl)-3,6-dihydropyridine-l(2H)- carboxy late (800 mg, 1.95 mmol) was heated to 80 °C for 1 h, then quenched by 10% NaiCOj aq solution. The mixture was extracted with DCM (3 x 2 mL) and the combined organic extracts were dried over NajSO-t, filtered, and concentrated under vacuum. The crude material was purified by column chromatography, eluting with a gradient of 5-30% acetone in heptane to afford benzyl 4-(3- chloro-5~methylpyridazin-4-yl)-3,6-d!hydropyridine-l(2H)~car boxylate (410 mg, 1.193 mmol, 61% yield), in/z (ESI): 344.2 (M+H) ⁺ ).

[00853] Step 5. Benzyl 4-(3-chloro-5-methylpyridazin-4-yl)piperidine-l-carboxylate. To a degassed solution of benzyl 4-(3-chloro-5-metiiylpyridazin-4-yl)-3,6-dihydropyridme-l(2H )-carboxylate (3 g, 8.73 mmol) and Mn(dpro)} (1.055 g, 1.745 mmol, Strem Chemicals, Inc.) in IP A (100 mL) at 0 °C was added TBHP (5 M in nonane, 5.24 mL, 26.2 mmol, Sigma-Aldrich Corporation) and phenylsilane (2.83 mL, 26.2 mmol, Chern Tmpex) dropwise at 0 °C. The solution was warmed to rt and stirred for 2 h. The reaction was quenched by the addition of NH»OH, water, and EtOAc. The organic phase was separated, and the aqueous phase was extracted with EtOAc. The organic extracts were washed with brine, dried over NaiSO^ filtered, concentrated, and purified by chromatography using 0-100% EtOAc in heptane to afford benzyl 4-(3-chloro-5- methylpy ridazin-4-yl)piperidine-l-carboxylate (2.4 g. 6.94 mmol, 80% yield). tn/z (ESI): 346.0 (M+H) ⁺ .

[00854] Step 6: Benzyl 4-(3-(l-ethoxyvinvl)-5-methylpyridazin-4-yl)piperidine- 1 -carboxy late. Pd(PPh ₃ )2Cl ₂ (0.325 g, 0.463 mmol, Sigma-Aldrich Corporation) and benzyl 4-(3-chloro-5- mcthylpyridazm-4-yl)pipcridmc-l -carboxy late (1.6 g, 4.63 mmol) were dissolved in toluene (20 mL) and tributyl(l-ethoxyvinyl)tin (3,13 ml.., 9.25 mmol, AstaTecb, Inc) was added. The reaction mixture was degassed with N ₂ for 10 min, then the temperature was increased to 110 °C and the reaction was stirred for 12 h. The reaction was purified by chromatography, eluting with a gradient of 0-100% EtOAc in heptane to afford benzyl 4-(3-( I -ethoxy vinyl)-5-methylpyridazm-4-yI)piperidine- 1- carboxylate (1.45 g, 3.79 mmol, 82% yield), m/z (ESI): 382.2 (M+H) ⁺ .

[00855] Step 7: Benzyl 4-(3-acetyl-5-methylpv ^r ridazin-4-yl)piperidine-l-carboxylate. To a solution of benzyl 4-(3-(l -ethoxy v'inyl)-5-methylpyridazin-4-yT)piperidine-l-carboxylate (1.5 g, 3.93 mmol) in 1,4-dioxane (10 mL) and water (2 ml..) at 0 °C was added HC1 (4 M in dioxane) (1.43 mb, 39,3 mmol, Sigma-Aldrich Corporation). The reaction mixture was allowed to stir for 12 h and quenched by aqueous IvCO. solution (2 M, 10 mL). The mixture was diluted with water and extracted with EtOAc. The combined organics extracts were dried over NajSO^ filtered, atrd concentrated to give benzyl 4-(3-aceiyl-5-methylpyridazin-4-yl)piperidine-l-carboxylate, which was used directly in the next step, m. z (ESI): 354.3 (M+H)< .

[00856] Step 8: Benzyl 4-(3-(l-hydroxyethyl)-5-methylpyridazin-4-yl)piperidme-l-car boxylate. Benzyl 4-(3-acetyl-5-methylpyridazin-4-yl)piperidine-l-carboxylate was dissolved in MeOH (15 mL) and DCM (5 mL), and NaBHi (0 223 g, 5.90 mmol, Sigma-Aldrich Corporation) was added portionwise. After 15 min, the reaction was quenched with acetone, diluted with water, and extracted with EtOAc. Tire combined organics extracts were dried overNajSO^ filtered, atrd concentrated. The crude mixture was purified by chromatography, eluting with a gradient of 0-100% EtOAc in heptane to give benzyl 4-(3-(l-hydroxyethyl)-5-methylpyridazin-4-yl)piperidine-l-ca rboxylate (1.4 g, 3,94 mmol, quant, yield), m z (ESI): 356.2 (M+H) ⁴ .

[00857] Step 9: Benzyl 4-(3-(l-methoxyethyl)-5- methylpyridazin-4-yl)piperidme-l-carboxylate. To a solution of benzyl 4-(3-(l-hydroxyethyl)-5-methylpyridazin-4-yl)piperidine-l-ca rboxylate (1.4 g. 3.94 mmol) in THF (15 mL) at -78 °C was added NaHMDS (5.12 mL, 5.12 mmol, 1 M solution in THF) and the mixture was allowed to stir at -78 °C for 5 min. Mcl (0.566 mL, 9,06 mmol) was added and, the reaction was allowed to stir for 15 min for -78 °C. Then, the reaction was warmed to rt and stirred for 30 min. The reaction was quenched with satd. NH ₄ Cl, diluted with water, and extracted with EtOAc. The combined organics extracts were dried ox er NarSCh, filtered, concentrated The crude mixture was purified by chromatography, eluting with a gradient of 0-100% EtOAc in heptane to afford benzyl 4-(3-(l-methoxyethyl)-5- methylpyridazin-4-yl)piperidine-I-carboxylate (960 mg. 2.60 mmol, 66% yield). mz (ESI): 370.2 (M+H) ⁺ .

[00858] A racemic mixture of benzyl 4-(3-(l-methoxyethyl)-5-methylpyridazin-4-yl)piperidine-l- carboxylate was purified by SEC using a Ciiiralcel OX, 2 x 25 cm 5 jim column with a mobile phase of 25% 1 : 1 ACN:MeOH using a flowrate of 80 mL/min to obtain a l ^ss eluting isomer and a 2 ^Iid eluting isomer. The stereochemistry of the isomers was assigned arbitrarily to be benzy l (R)-4-(3-(l- methoxyetbyl)-5-metbylpyridazin-4-yl)piperidine-l-carboxylaj e. Intermediate B43 as the 1 ^st eluting isomer and benzyl (.S)-4-(3-(l -methoxy ethyl)-5-methylpy'ridazin-4*yl)piperidine-l-carboxylate, Intermediate B44 as the 2 ^nd eluting isomer.

[00859] Intermediates in Table 1-9 were prepared following the procedure described for Intermediates B45 and B46, using appropriate starting materials and amination conditions rather than Stille conditions. All starting materials are commercially available or are described above.

Table 1-9

Intermediate Cl - tert-Butyl (R)-3-methyl-4-(4-methyi-l-(oxetan-3-yl)-l H-pyrazol-5-yl)ptperazine-l - carboxylate intermediate Ct

[00860] Step 1. 4-Nitro-l-(oxetan-3-yl)-lH-pj ^: razole. To a solution of 4-nitro-lH-pyrazole (25 g, 221 mmol) in DMA (200 ml.) was added 3-bromooxetane (36.3 g, 265 mmol) and cesium carbonate (72.0 g, 221 mmol). The mixture was stirred at 100 °C for 12 h. The reaction mixture was filtered, and the filtrate was diluted w ith HzO (250 mL) and extracted with EtOAce (125 mL X 3). The combined organic layers were washed with brine (250 mL X 3), dried over NajSO-*, filtered, and concentrated under reduced pressure to give the crude 4-nitro-l-(oxetan-3-yl)-lH-pyrazole (37.5 g), which was used in the next step without further purification. ’H NMR (400 MHz, CDCh), 8.32 (s, 1 H), 8. 18 (s, 1 H), 5.40 - 5.55 (m, 1 H), 4.95 - 5.15 (m, 4 11).

[00861] Step 2 5-Chloro-4-nitro-l-(oxetan-3-yl)-l H-pyraz.ole. To a solution of LiHMDS (1 M solution in THF, 473 ml,, 473 mmol) in THF (400 mL) was added 4-nitro-l -(oxetan-3-yl)-lH- pyrazole (40 g, 236 mmol) in THF (300 mL) at -65 °C The mixture was stirred at -65 °C for 0.5 h. To the reaction mixture was added a solution of C2CL (67.2 g, 284 mmol) in THF (200 mL) at -65 °C. The mixture was stirred at -65 °C for 0.5 h and then stirred at 20 °C for 1 h. The reaction mixture was quenched by the addition of satd. NHjCl (300 mL) and extracted with EtOAc (300 ml., x 3). The combined organic extracts were dried over NaiSQi, filtered, and concentrated under reduced pressure to give 5-chloro-4-nitro-l -(oxetan-3-yl)-lH-pyrazole (39.8 g, 196 mmol, 83% yield). ‘H NMR (400 M i l/. ( DCI . !. 8.61 (s, 1 H), 5.70 - 5.85 (m, 1 H), 4.85 - 5.00 (m, 4 H).

[00862] Step 3. tert-Butyl (R)-3-methyl-4-(4-nitro-l-(oxetan-3-yl)-lH-pyrazol-5-yl)pipe razine-l- carboxylate. A mixture of 5-chloro-4-nitro-l-(oxetan-3-yl)-lH-pyrazole (8 g, 39.3 mmol), tert-butyl (R)-3-methylpiperazine-l -carboxylate (7.87 g. 39.3 mmol) and potassium fluoride (13 70 g, 236 mmol) in DMSO (150 ml) was stirred at 90 °C for 12 h. The resulting mixture was diluted with water (300 ml) and extracted with EtOAc (200 mL x 3). The combined organic layers were washed with brine (500 mL), dried over Na^SO*. filtered and concentrated under reduced pressure. The residue was purified by chromatography (eluting with Pci. cthcr/EtOAc =5:1 to 1: 1) to obtain tert -butyl (R)-3- methyl-4-(4-nitro-l-(oxetan-3-yl)-lH-pyrazol-5-yl)piperazine -l-carboxy1ate (12 g, 32.7 mmol, 83% yield).

[00863] Step 4 tert-Butyl (R)-4-(4-amino-l -(oxetan-3-yl)-lH-pyrazol-5-yl)-3-methylpiperazine-l- carboxy late. To a solution of tert-butyl (R)-3-methyl-4-(4-nitro-l-(oxetan-3-yl)-lH-pyrazol-5- yl)piperazine- 1 -carboxylate (42.85 g, 117 mmol) and ammonium formate (29 4 g, 467 mmol) in MeOH (900 mL) was added zinc (31.57 g, 483 mmol) in portions at 5 °C. The resulting mixture was stirred at 20 °C for 12 h. The reaction mixture was filtered and concentrated under reduced pressure. The crude product was purified by chromatography (eluting with Pet ether/EtOAc = 33-100%) to give tert-butyl (R)-4-(4-ammo-l-(oxctan-3-yi)-lH-pyrazol-5-yl)-3-methylpipcr azinc-l -carboxylate (25.5 g, 76 mmol, 65% yield), m/z (ESI): 282.3 [M- ^z Bu-t-H] ⁺ .

[00864] Step 5. tert-Butyl (R)-3-methyl-4-(l-(oxetan-3-yl)-lH-pyrazol-5-yl)piperazine-l - carboxylate. A mixture of tert -butyl (R)-4-(4-amino-l-(oxetan-3-yl)-lH-pyrazol-5-yl)-3- methylpiperazine-l-carboxylate (25.5 g. 76 mmol) and tert-butyl nitrite (11.69 g, 113 mmol) in THF (500 mL) was degassed and purged with N ₂ 3 tunes, and then the mixture was stirred at 80 °C for 12 h under N ₂ atmosphere. The reaction mixture was concentrated and purified by chromatography (eluting with Pet. ether, 'EtOAc = 33-100%) to obtain tert-butyl (R)-3-methyl-4-(l -(oxetan-3-yl)-lH-pyrazol-5- yl)pipcrazinc-l-carboxylatc (18.7 g, 58 mmol, 77% yield). »? z (ESI): 323.3 [M+H] .

[00865] Step 6. tert-Butyl (R)-4-(4-bromo-l -(oxetan-3-yl)-lH-pyrazol-5-yl)-3-methylpiperazine-l- carboxylate. To a solution of tert-butyl (R)-3-methyl-4-(l-(oxetan-3-yl)-lH-pyrazol-5-yl)piperazine- 1 -carboxylate (37.4 g, 116 mmol) in THF (700 mL) was added NBS (18.58 g, 104 mmol). The reaction mixture was stirred at 20 °C for 3 hr. The reaction mixture was concentrated and purified by chromatography (eluting with pet ether/EtOAc = 5-25%). tert-butyl (S)-4-(4-bromo-l-(oxetan-3-yl)- lH-pyrazol-5-yl)-3-methylpiperazine-l-carboxylate (39.5 g, 98.5 mmol, 85% yield) was obtained, m/z (ESI): 401.1 and 403.2 (M+H) ⁺ . ’H NMR (400 MHz, CDCL), 7.51 (s, 1 H). 5.70 - 5.80 (m, 1H), 5 05 - 5. 15 (tn, 2 H), 4.85 - 4.95 (m, 2 H), 3.95 - 4.05 (m, 2 H), 3.35 - 3.45 (m, 2. H), 2.50 - 3.05 (m, 3 H), 1.49 i s. 9 H), 0.74 (d, J - 4.0 Hz, 3 H). SI C: 99.35% ee. [00866] Step 7. tert-Butyl (R)-3-methyf-4-(4-mcthyl-l -(oxetan-3-yl)-lH-pyrazol-5-yl)pipcrazine-l- carboxylate. A mixture of tert-butyl (R)-4-(4-bromo-l-(oxetan-3-yl)-lH-pyrazol-5-yl)-3- methylpiperazine-1 -carboxylate (39.5 g, 98 mmol), CszCOs (64.1 g, 197 mmol), cataCXiumA Pd Co (6.58 g, 9.84 mmol), and 2,4,6-trimetliyl-i,3,5,2,4,6-trioxatriborinane (56.2 mL, 197 mmol) was added t-amylOH (500 mL) and water (50 mL) and was degassed. The mixture was stirred al 80 °C for 12 h under N ₂ atmosphere. The mixture was purified by chromatography (eluting with Pet. ether/EtOAc - 3-12.5%). Purification by prep-HPLC: Column: Welch Xtimate C18 250x100mm #10 pin; water (NH3H2O+NH4HCO3)-ACN; flow rate 280 mL/min gave ren-bntyl (R)-3-methyl-4-(4- methyl-l-(oxetan-3-yi)-lH-pyrazol-5-yl)piperazine-l-carboxyl ate (17.9 g, 53 mmol, 54% yield), m/z (ESI): 337.1 (M+Hy. ^! H NMR (400 MHz, CDCl?), 7.32 (s, 1 H). 5.60 - 5.75 (m, 1 H), 5.05 - 5.15 (m, 2 H), 4.85 - 4.95 (m. 2 H), 4.00 (br s, 2 H). 3.05 - 3.20 (m, 2 H), 2.70 -3.00 (m, 2 H), 2.58 (br s, 1 H), 2.03 (s. 3 H), 1.47 (s, 9 H), 0.67 (d, J =5.5 Hz, 3 H).

Intermediate DI (TFA Sall) - Benzyl 4-((2S,3R)-2-allylazetidin-3-yl)piperazine-l-carboxylale

Intermediate DI (TFA Sait)

[00867] Step 1. Benzyl 4-((2S,3R)-2-ally1-l -(tert-butoxy carbonyr)azetidin-3-yl)piperazine-l - carboxylate. To a stirred solution of tert-butyl (S)-2-allyl-3-oxoazetidine- 1 -carboxylate (225 g, 1065 mmol) in THE (6.75 ml), were added sodium cyanoborohydride (352 g, 1598 mmol) and titanium (IV) ethoxide (447 ml... 2130 mmol) dropwise at 0 °C, and the reaction was stirred at rt for 24 h. The reaction mixture was cooled to -78 °C, and sodium cyanoborohydride (134 g, 2130 mmol) was added and stirred for 1 h at -78 °C. The reaction mixture was quenched with water (1 L) and extracted with EtOAc (4 x 1 L). The com bitted organic extracts were filtered through a celite bed and washed w ith EtOAc (10 L). The organic layer was washed with brine (2 L), dried (NazSOfl, filtered, and concentrated under reduced pressure. The crude material was purified by flash chromatography eluting with 25% - 35% EtOAc in hexanes to afford 228 g of trans mixture and 77 g of cis mixture.

[00868] The mixture of trans isomers was purified by SFC using a LUX-C4 (250x50) mm, 5 pm, column with a mobile phase of liquid CO?:[ACN:1PA(1:1)[ (85: 15) using a flowrate of 180 mL/min to obtain a I ^s * eluting isomer and a 2 ^nd eluting isomer. The stereochemistry of the isomers was assigned to be benzyl 4-((2S,3R)-2-allyM -(tert-butoxy carbonyl)azetidin-3-yI)piperazine-l-carboxy late as the I ^s ' eluting isomer and benzyl 4-((2R,3S)-2-allyl-l-(tert-butoxycarbonyl)azetidin-3-yl)pipe razine-l- carboxylate as the 2 ^nd eluting isomer. 1 ^st Eluting isomer: m 'z (ESI): 416.3 (M i H) ⁺ . 'H NMR (400 MHz, DMSCWfi): 3 (ppm) 7.57 - 7.06 (m, 5H), 5.93 - 5.66 (m, 1H), 5.28 - 4.83 (m, 4H), 3.96 (dt, J =

7.1. 4.5 Hz, 1H), 3.72 (s, 1H), 3.53 - 3.62 (m, 1H), 3.52 (dd, J == 8.7, 4.9 Hz, 4H), 2.69 (dd, J = 7.9,

3.5 Hz, lH), 2.47 - 2.33 (m, 2H), 2.25 (dd, J- 11 2, 6.2 Hz, 4H), 1.38 (s, 9H).

[00869] Step 2. Benzyl 4-((2S,3R)-2-allylazetidin-3-yl)piperazine-l-carboxylate, Intermediate DI. To a stirred solution of benzyl 4-((2S,3R)-2-allyI-i-(tert-butoxycarbonyl)azetidin-3-yI)pipe razine-l- carboxylate (370 g, 890 mmol) in DCM (1.85 L), was added TFA (1 11 L, 14240 mmol) dropwise at 0 °C and stirred at rt for 2 h. The reaction mixture was concentrated under reduced pressure, coevaporated with toluene (3 x 500 ml.), triturated with diethyl ether (500 ml), and dried under vacuum to afford Intermediate DI (370 g, crude as TFA salt). The crude product was taken for next step without further purification, m/z (ESI): 316.3 (M+H)'*.

[00870] Intermediates in Table 1-10 were prepared following the procedure described for Intermediate DI. using appropriate starting materials. AU starting materials are commercially available or are described above.

Table 1-10

Intermediate D3 - Benzyl 4-((2S,3R)-2-(3-hydroxypropyl)azetidin-3-yl)piperazine-l-car boxylate [00871] Step 1. Benzyl 4-((2S,3R)-l-(tert-butoxy ^r carbonyl)-2-(2-oxoethyl)azetidin-3-yl)piperazine- 1 -carboxylate. To a stirred solution of benzyl 4-((2S,3R)-2-allyl-l-(tert-butoxycarbonyl)azetidin-3- yl)piperazine-l-carboxylate (6 g. 14.44 mmol) in DCM (60 ml..) was purged with ozone gas (Chemlabs Ozonizer) at -78 °C for 1 min. The reaction mixture was quenched with BHj-DMS (0.5 ml..) at 0 °C followed by ice cold water (50 tnL) and extracted with DCM (3 x 150 mL). The combined organic extracts were dried (NazSOi). filtered, and concentrated under reduced pressure to give benzyl 4-((2S,3R)-l-(iert-butoxycarbonyl)-2-(2-oxoethyl)azetidin-3- yI)piperazine-l-carboxylate (6 g, crude). The crude compound tvas used for next step without any purification.

[00872] Step 2. Benzyl 4-((2S,3R)-l-(tcrt-butoxycarbonyl)-2-(2-liydroxycthyl)azctid in-3- yl)ptperazine- 1 -carboxylate (Intermediate D3). To a stirred solution of benzyl 4-((2S,3R)-l-(tert- butoxycarbonyl)-2-(2-oxoethyI)azetidin-3-yl)piperazine-l-car boxylate (6 g, 14.37 mmol) in MeOH (120 mL) was added NaBIL (1.35 g, 35,9 mmol) in portions at 0 °C under N? atmosphere. The reaction mixture was stirred at rt for 1 h. The reaction mixture was quenched with ice cold waler (50 mL) and extracted with EtOAc (3 x 100 mL). The combined organic extracts were dried (NarSO.f), filtered, and concentrated under reduced pressure. The etude compound was purified by SFC (using a Chiralpak IG, 250 x 50 mm, 5 pm column with a mobile phase of liquid CChiMeOH (55:45) using a flowrate of 180 mL/min) to afford benzyl 4-((2S,3R)-l-(tert-butoxycarbonyl)-2-(2- hydroxyethyl)azetidin-3-yl)piperazine-l-carboxylate (2.15 g. 36% yield), m/z (ESI): 420.1 (M+H) ⁺ . T-I NMR (400 MHz, DMSO-tL): 6 7.43 - 7.28 (in, 5H), 5.08 (s, 2H), 4.45 (t, J== 4.9 Hz, 1H), 3.99 (q. J= 6.5. 5.9 Hz. 1 H), 3.76 (hr s, 1H), 3.50 - 3.29 (m, 7H), 2.70 - 2.63 (nt, 1H). 2.20 - 2.40 (m, 4H), 1.92 (dq../ 13.3, 6.9 Hz, 1H). 1.70 (dq../ 13.2, 6.4 Hz, 111). 1.38 (s, 9H).

[00873] Intermediates in Table 1-11 were prepared following the procedure described for Intermediate D3, using appropriate starting materials. All starting materials are commercially available or are described above.

Table 1-11 Intermediate El - Benzyl 4-((7aS,8R)-2-chIoro-4-(dif1uoromethyl)-7,7a,8,9-tetralrydro azeto[l,2- a]pyrido[3 ,4-f] azepin-8-y l)piperazine- 1 -carboxylate

[00874] Step 1 . 4,6-Dichloro-2-(difluoromethy i)-3-vinylpy ridine. To a stirred solution of 3-bromo- 4.6-dichlorO’2-(difluoroinethyl)pyridine (150 g, 542 mmol) in THF (2.4 L) and water (600 mL) were added potassium trifluoro(vinyl)borate (102 g, 758 mmol) and K3PO4 (345 g. 1625 mmol) and the solution was degassed and purged with N ₂ for 5 min. PEPPSI-IPR catalyst (36.8 g. 54.2 mmol) was added and again degassed and purged w ith N ₂ for 5 rain and stirred at 85 °C for 16 h. The reaction mixture was cooled to rt, filtered, diluted with water (500 mL). and extracted with MTBE (3 x 500 ml.,). The combined organic extracts were washed with brine (500 ml.,), dried (NaiSQi), filtered, and concentrated. The crude material was purified by chromatography, eluting with a gradient of 0-100% EtOAc in hexanes to give 4,6-dichloro-2-(diflaoromethyl)-3-vinylpyridine (74 g, 330 mmol, 61% yield). 'HNMR (400 MHz. DMSO-<%): 5 (ppm) 8.09 (s, 1H), 7.04 (t. .7= 53.1 Hz. 1H), 6.78 (ddt, J = 17.8, 11.6. 1.8 Hz, 1H), 5.87 (dd, ./ 11.6, 1.1 Hz. 1H), 5.59 (dd, J- 17.8, 1.0 Hz, 1H).

[00875] Step 2. Benzyl 4-((2S, 3R)-2 -allyl- l-(6-chloro-2-(difluoromethyl)-3-vinylpyridin-4- yi)azetidin-3-yi)piperazine-l-carboxylate. To a stirred solution of 4.6-dichloro-2-(difluoromethyl)-3- vinylpyridine (370.0 g, 895 mmol) in DMA (1.5 L) were added K2CO3 (866 g. 62.64 mmol) and Intermediate DI (200 g, 895 mmol) at 0 °C and stirred at 80 °C for 16 h. The reaction mixture was cooled to rt. quenched with ice cold water (6.0 L) and extracted with EtOAc (2 x 4 L). The combined organic extracts were washed with water (2 x 4 I.,) followed by brine (3 x 2 L), dried (NaiSO^). filtered, and concentrated under reduced pressure. The crude material was purified bv flash chromatography, eluting with a gradient of 0 to 25% EtOAc: hexanes to give benzyl 4-((2S,3R)-2- ally l-l -(6-chloro-2-(difluoromethyl)-3-vinylpyridin-4-yl)azetidin-3 ~yl)piperazine-l -carboxylate (304 g, 604 mmol, 68% yield), m/z (ESI): 503.3 (M+H) ⁺ . ^! H NMR (400 MHz, DMSO-rf«): 5 (ppm) 7.42 - 7.29 (m, 5H), 6.99 - 6.64 (m, 311), 5.83 (ddt, J Y12, 10.0, 7.2 Hz, IH), 5.68 (dd. J 11.4, 1.6 Hz, IH), 5.32 (dd, J = 17.6, 1.7 Hz, TH), 5.21 - 5.04 (m, 4H), 4.33 - 4.19 (m, 2H), 3.63 (dd, J = 9.1, 4.4 Hz, IH), 3.48 - 3.39 (m, 4H), 2.86 (dt, J = 7.3, 4.1 Hz, IH), 2.49 - 2.36 (m. 2H), 2.31 (d, .Z = 5.4 Hz, 2H), 2.24 (d, J = 11.5 Hz, 2H).

[00876] Step 3. Benzyl 4-((7aS,8R)-2-chloro-4-(difluoromethyl)-7,7a,8.9-tetrahydroa zeto[l,2- a]pyrido[3,4-f]azepin-8-yl)piperazine-l-carboxylate. Intermediate El . To a stirred solution of benzyl 4-((2S,3R)-2 -ally 1-1 -(6-cbloro-2-(difluoromethyl)-3-vinylpyridm-4-yl)azetidm-3-y l)piperazine-l- carboxylate (120.5 g, 240 mmol) in DCM (3.6 L), was added Grubbs catalyst 2nd generation (30.5 g, 35.9 mmol) at rt and stirred for 48 h. The reaction mixture was quenched with water (1.5 L) and extracted with DCM (2 x 1 L). The combined organic extracts were washed with water (2 x 2 L) followed by brine (2. x 1 L), dried (Na2SO4), filtered, and concentrated under reduced pressure The crude material was purified by flash chromatography, eluting with a gradient of 0 to 25% ElOAc in hexanes to give Intermediate El (86 g, 181 mmol, 76% yield), m/z (ESI): 475.1 (M+H) ⁺ . ^! H NMR (400 MHz, DMSO-tfc): 5 (ppm) 7.42. - 7.29 (m, 5H), 6.99 ft, J = 53.8 Hz. IH), 6.76 - 6.68 (m, IH), 6.55 (s, IH). 6.09 (ddd, J = 12.5, 7.4, 3.3 Hz, IH). 5.08 (s, 2H), 4.01 (t, J = 7.9 Hz, 2H), 3.84 (t, J = 7.6 Hz, IH). .3.48 - 3.38 (m, 4H). 3.08 (q. J = 6.6 Hz, IH), 2.75 (ddd, J = 17.0, 7.5, 2.7 Hz, IH), 2.65 (dd. J = 16.2, 13.0 Hz. IH), 2.44 - 2.26 (m, 4H).

[00877] Intermediates in Table 1-12 were prepared following the procedure described for Intermediate El, using appropriate starting materials. All starting materials are commercially available or are described above.

Table 1 -12

Intermediate E4 - Benzyl 4-((7aR,8R)-2-chloro-4-(diffuoromethyl)-7-oxo-7,7a,8,9- telrahydroazeto[l,2-a]pyrido[3,4-f]azepin-8-yl)piperazine-l -carboxy late

[00878] Step 1. Benzyl 4-((7S,7aR,8R)-2-chloro-4-(difluoromethyl)-7-hydroxy-7,7a,8. 9- tetrahydroazeto[l,2-a]pyrido[3,4-f]azepin-8-yl)piperazine-l -carboxylate. Intermediate El (200 mg, 0.421 mmol) and selenium dioxide (140 rag, 1.263 mmol, Strero Chemicals, Inc.) in 1,4-dioxane (1.6 mL) were stirred at 105 °C for 6 h. The reaction mixture was filtered, concentrated, and purified by column chromatography, eluting with a gradient of 0%-40% acetone in heptane to give benzyl 4- ((7S,7aR,8R)-2-chloro-4-(difluoromediyl)-7-hydroxy-7,7a,8.9- tetrahydroazeto[l,2-a]pyrido[3,4- f|azepin-8-yl)piperazine-l-carboxylate (82 mg, 0. 17 mmol, 40% yield), m/z (ESI): 490.8 (M+H) ' .

[00879] Step 2. Benzyl 4-((7aR,8R)-2-cliloro-4-(difluorotnethyl)-7-oxo-7,7a,8,9- tetrahydroazeto[l,2-a]pyrido[3,4-f]azepin-8-yl)piperazine-l- carboxylate. Intermediate E4. Benzyl 4- ((7S,7aR,8R)-2-chloro-4-(difluoromethyl)-7-hydroxy-7,7a,8,9- tetrahydroazeto[l,2-a]pyrido[3,4- f[azepin-8-yl)piperazine-l -carboxylate (82 mg, 0.167 mmol) and Dess-Martin periodinane (106 mg, 0.251 inmol, Combi-Blocks Inc.) in DCM (3 mL) were stirred at rt for 5 h. The reaction was quenched by sal aq. NaHCOs solution (2 mL) and extracted with DCM (2 mL x 3), The combined organic, extracts were washed with brine, dried over NajSQs, and concentrated. The crude material was purified by column chromatography, eluting with a gradient of 5%-40% acetone in heptane to give Intermediate E4 (60 mg. 0.123 mmol, 74% yield), m/z (ESI): 489.0 (M+H) ⁺ .

[00880] Intermediates in Table 1 -13 were prepared following the procedure described for Intermediate E4. using appropriate starting materials All starting materials are commercially available or are described above.

Table 1-13

Intermediate E7 - Benzyl 4-((7aR,8R)-2-chloro-4-(difiuoromethyl)- 7,7-difluoro-7,7a,8,9- tetrahydroazeto[l,2-a]pyrido[3.4-f]azepin-8-yl)piperazme-l -carboxylate

intermediate E4 intermediate E7

[00881] A solution of Intermediate E4 (38 mg. 0.078 mmol), and bis(2-methoxyethyl)aminosulfiir trifluoride (1 ml, 5.42 mmol. AstaTech. Inc) was mixed at rt and stirred at 60 °C for 18 h. The reaction mixture was diluted with DCM (15 mL), quenched by sat. aq NaHCOs solution (10 ml), and extracted with DCM ( 5 mL x 3). The combined organic extracts were washed with brine, dried over NajSO;, and concentrated. The crude material was purified by column chromatography, eluting with a gradient of 0% to 40% acetone in heptane to give Intermediate E7 (18 mg, 0.035 mmol, 45% yield), m/z (ESI): 510.8 (M+H) ⁺ .

Intermediate E8 - ftrt-Butyl 4-((7aS,8R)-2-chloro-4-(difluoromethyl)-5,6.7,7a,8,9- hexahydroazeto[l,2ra]pyrido[3.4-f[azepin-8-yI)piperazme"l-ca rboxylate

[00882] Step ! . (7aS,8R)-2-Chloro-4-(diiluoromethyl)-8-(piperazin-I-yl)-5,6, 7,7a.8.9- hexahydroazeto[l,2-a]pyrido[3,4-i]azepme. An autoclave was charged with benzyl 4-((7aS,8R)-2- chloro-4-(difliioromethyl)-7,7a.8.9-tetrahydroazeto[l,2-a]py rido[.3,4-f]azepin-8”yl)piperazine"l- carboxylate (4 g, 8.42 mmol) and EtOAc (200 mL). The reaction mixture was degassed and purged with N ₂ . Pd-C ( 10%, 0.896 g) was added to reaction mixture and stirred under H ₂ gas atmosphere (52 psi) at rt for 4 h. The reaction mixture was filtered through a celite bed and washed with MeOH (200 mL). The filtrate was concentrated under reduced pressure to give (7aS,8R)-2-chloro-4- (difluoromethyl)-8-(piperazin"l-yl)-.5.6,7,7a.8.9-hexahydroa zeto[l ,2-a]pyrido[3.4-f]azepine (3.6 g) that was used in the next step without further purification, m z (ESI): 343.2 (M+H) ⁺ . Step 2. tert- Butyl 4-((7aS,8R)-2-cbloro-4-(difluoromcthyl)-5.6,7,7a,8,9-hexahyd roazcto[l .2- a]pyrido[3,4-f]azepin-8-yl)piperazine-l-carboxylate (Intermediate E8). To a stirred solution of (7aS,8R)-2-chloro-4-(difluoromethyl)-8-(piperazin-l-yl)-5,6, 7,7a,8,9-hexahydroazeto[1.2- a]pyrido[3,4-f|azepine (3.6 g, 6.83 mmol) in DCM (72 mL) were added EtiN (4.76 ml, 34.1 mmol) and Boe anhydride (3.96 mL, J 7.06 mmol) at 0 °C under nitrogen atmosphere. The reaction mixture was stirred at rt for 16 h. The reaction mixture was quenched with water (50 mL) and extracted with DCM (2 x 100 mL). The combined organic extracts were dried (NazSOj), filtered, and concentrated under reduced pressure. The crude material was purified by chromatography (silica gel, mobile phase 0-12% EtOAc in hexanes) to give iert-butyi 4-((7aS,8R)-2-chloro-4-(difluoromethyl)-5,6,7,7a.8.9- hexahydroazetofl .2-a]pyrido[3,4-fJazepm-8"yl)ptperazine- 1 -carboxylate (2.6 g. 70% yield over 2 steps), m/z (ESI): 443.2 (M+H) ⁺ . ^! H NMR (400 MHz, DMSCMs): 5 ppm 6.90 (t, 7= 54.0 Hz, 1H), 6.50 (s. 1H), 4.27 (d. J-- 6.1 Hz, 1H). 3.86 (t, 7=== 8.2 Hz, 1H), 3.78 (dd, 7- 8.9, 6.0 Hz, 1H), 3.34 (d, J= 4.7 Hz, 4H), 2.99 (t, 7= 12.5 Hz. 1 H). 2.88 (q. 7= 6. 1 Hz, 1H). 2.62 - 2.55 (m. 1H). 2.38 - 2.25 (m, 4H), 1.97 - 1.75 (in, 3H), 1.75 - 1.65 (m, 1H), 1.40 ts. 91 h.

Intermediate E9 - tert-Butyl 4-((7aS,8R)’2-chlorO’4-(difluoromethyl)-6-hydrox\'-5,6,7 ,7a,8,9- hexahydroazeto[1.2-a]pyrido[3,4-f]azepin-8-yl)piperazine-l-c arboxylate tntermectiate ES

[00883] Step 1. Benzyl 4-((7aS,8R)-5-acetoxy-6-bromo-2-chloro-4-(difluoromethyl)-5, 6.7,7a,8,9- hexahydroazeto[l,2- a]pyrtdo[3,4-f]azepin-8-yl)piperaztne-l -carboxylate. A solution of Intermediate

El (400 mg, 0.842 mmol), lithium acetate (222 mg, 3.37 mmol, TCI America) and NBS (157 mg, 0.884 mmol. Sigma-Aldrich Corporation) in AcOH (3 mL) was stirred at rt for 3 h. The reaction was concentrated and diluted using EtOAc (2 mL) arid 10 wt% NaCOj aq solution (1 ml,). The crude material was extracted with EtOAc (6 mL x 3), washed with brine, dried overNazSCfi, and concentrated. The crude material was purified by column chromatography, eluting with a gradient of 3- 40% acetone in heptane to give benzyl 4-((6aS,7R)-2-chloro-4-(difluoromethyl)-4b,5a,6,6a,7,8- hexahydroazelo[l,2-a]oxireno[2,3-d]pyrido[3,4-fjazepin-7-yl) piperazine-l -carboxy late (505 rag, 0.823 mmol, 98% yield), m/z (ESI): 612.8 and 614.8 ( XM L .

[00884] Step 2. Benzyl 4-((6aS,7R)-2-chloro-4-(difluoromethyl)-4b,5a,6,6a,7,8- hexabydroazeto[l,2-a]oxireno[2,3-djpyrido[3,4-f]azepin-7-yl) piperazine-l -carboxylate. To a solution of benzy l 4-((7aS,8R)-5-acctoxy-6-bromo-2-chloro-4-(difluoromcthyl)- 5, 6, 7, 7a, 8,9- hexahydroazeto[l,2-a]pyrido[3,4-f]azepin-8-yl)piperazine-l -carboxylate (505 mg, 0.823 mmol) in THF (4.5 mL) was added sodium methoxide (222 mg, 4.11 mmol, Sigma- Aidrich Corporation). The reaction mixture was stirred at rt for 3 b. The reaction was quenched by water (5 mL) and extracted with EtOAc (3 x 3 mL). The combined organic extracts were washed with brine, dried through NazSO«, and concentrated to give benzyl 4-('(7aS,8R)-5-acetoxy-6-bromo-2-chloro-4- (difluoromethyl)-5,6,7,7a,8,9-hexahydroazeto[l,2-aJpj'rido[3 ,4-f]azepin-8-yl)piperaziiie-l- carboxylate, m/z (ESI): 509.0 (M+HzO+H) ⁴ .

[00885] Step 3. (7aS,8R)-2-Chloro-4-(difluoromethyl)-8-^iperazin-l-yl)-5,6,7 ,7a.8,9- hcxahydroazclo[l,2-a]pyrido[3,4-f]azcpin-6-ol. To a solution of benzyl 4-((6aS,7R)-2-chloro-4- (difluoromethyl)-4b,5a,6,6a,7,8-hexahydroazeto[i,2-a]oxireno [2,3-d]pyrido[3,4-I]azepin-7- yl)piperazine-l -carboxylate (400 mg, 0.815 mmol) in EtOAc (10 mL) and EtOH (I mL) was added palladium 10 wt% on activated carbon (434 mg, 0.407 mmol, Sigma-Aldrich Corporation). The reaction mixture was purged with Nj, followed by Hz (32 psi), and stirred at rt for 18 h. The reaction mixture was filtered and concentrated to give (7aS,8R)-2-chloro-4-(difluoromeiliyl)-8-(piperazin-l- yl)-5,6,7,7a,8,9-hexahydroazeio[l,2-a]pyrido[3,4-f]azepin-6- ol. m/z (ESI): 359.0 (M+H)’.

[00886] Step 4. tert-Butyl 4-((7aS,8R)-2-chloro-4-(difluoromethyl)-6-hydroxy-5,6,7,7a,8 ,9- he xahydroazcto[I,2-a]pyrido[3,4-f]azcpin-8-yl)pipcrazmc-l -carboxy late, Intermediate E9. To solution of (7aS,8R)-2-chloro-4-(difluoromethyl)-8-(piperazin-l-yl)-5,6, 7,7a,8,9-hexahydroazeto[l,2- a]pyrido[3,4-f]azepin-6-ol (195 mg, 0.543 mmol) in DCM (2.7 mL), and EtjN (100 pL, 0.712 mmol) was added (Boc)zO (119 mg, 0 543 mmol). The reaction mixture was stirred at rt for 1 h. The reaction was quenched by sat. aq. NELCl solution (3 mL) and extracted with DCM (3 x 2 mL). The combined organic extracts were washed with brine, dried over NazSCh, and concentrated. The etude material was purified by chromatography, eluting with a gradient of 10%-60% acetone in heptane to give Intermediate E9 (45 mg, 0.098 mmol, 18% yield) m/z (ESI): 459.0 (M+H) ⁺ .

Intermediate E10 - Benzyl 4-((7aS,8R)-2-chioro-4-(difluoromctbyl)-6,6-difluoro-5,6,7,7 a,8,9- hexahydroazelo[l,2-a]pyrido[3,4- f|azepin-8-yl)piperazine-l -carboxylate

[00887] Step 1 . Benzyl 4-((7aS,8R)-2-chloro-4-(difluoromethyl)-6-hydroxy- 5, 6, 7.7a, 8,9- hexahydroazeto[l,2-a]pyrido[3,4-f]azepin-8-yl)piperazine-l-c arboxylate. To a solution of benzyl 4- ((6aS,7R)-2-chloro-4-(difluoromethyl)-4b,5a,6,6a,7,8- hexahydroazeto[l ,2-aJoxireno[2,3- d]pyrido[3,4-f]azepin-7-yl)piperazine-l-carboxylate (400 mg, 0.815 mmol) in THF (6 mL), was added LiBHi (2.0 M in THF, 0.8 mL, 1.600 mmol, Sigma-Aldrich Corporation) at rt and stirred for 18 h. The reaction was quenched by NH ₄ C1 sat. aq. solution (2 mL) and extracted with EtOAc (3 mL x 3). The combined organic extracts were washed with brine, dried over NarSOr, and concentrated. The crude material was purified by column chromatography, eluting with a gradient of 10%-70% acetone in heptane to give benzyl 4-((7aS,8R)-2-chloro-4- (difluoromethyl)-6-hydroxy-5,6,7,7a,8,9- hexahydroazeto[l,2-a]pyrido[3,4-f|azepin-8-yl)piperazine-l-c arboxylate (144 mg, 0.292 mmol, 36% yield), m/z (ESI): 493.0 (M+H)‘

[00888] Step 2. Benzyl 4-((7aS,8R)-2-chloro-4-(difluoromethyl)-6-oxo-5,6,7,7a,8,9- hcxabydroazcto[l,2-a]pyrido[3,4-f]azcpin-8-yl)pipcrazinc-l-c arboxylatc. To a solution of benzyl 4- ((7aS,8R)-2-chloro-4-(difluoromethyl)-6-hydroxy- 5,6,7,7a,8,9-hexahydroazeto[l,2-a]pyrido[3,4- f]azepin-8-yl)piperazine-l -carboxylate (140 mg, 0.2.84 mmol) in DCM (2 mL), was added Dess- Martin periodmane (145 mg, 0.341 mmol, Combi-Blocks Inc.). The reaction mixture was stirred at rt for 2 h. The crude material was purified by column chromatography , eluting with a gradient of 10- 50% acetone in heptane to give benzyl 4-((7aS,8R)-2-cbloro-4-(difluoromethyl)-6-oxo-5,6,7,7a,8,9- hexahydroazeto[l,2-a]pyrido[3,4-f]azepin-8-yl)piperazine-l-c arboxylate (131 mg, 0.267 mmol, 94% yield), m/z (ESI): 491.0 ( M H) ⁺ .

[00889] Step 3. Benzyl 4-((7aS,8R)-2-chloro-4-(difhioromethyl)-6,6-difiuoro-5,6,7,7 a,8,9- hexahydroazeto[l,2-a]pyrido[3,4- f]azepin-8-yl)piperazine-l-carboxylate, Intermediate E10. To a solution of benzy l 4-((7aS,8R)-2-chforo-4-(difiuorornethyl)-6-oxo-5,6,7,7a,8,9- hexahydroazetofl ,2- a]pyrido[3,4-f]azepin-8-yl)piperazine-l-carboxylate (130 mg, 0.265 mmol) in DCM (2.5 mL), was added DAST (0.105 mL, 0.794 mmol, Sigma-Aldrich Corporation) at rt. The reaction mixture was stirred at rt for 18 h. The reaction was quenched by NaHCOs sat. aq. solution (3 mL) and extracted with DCM (3 x 3 mL). The combined organic extracts were washed with brine, driedover Na?SCh, and concentrated to give Intermediate E10 (58 mg, 0.113 mmol, 43% yield), m/z (ESI): 512.8 (M+H) ⁺ .

Intermediate El 1 - Benzyl 4-((6aS,7R)-2-cbloro-4-(difluorometbyl)-5-metbylene-6,6a.7.8 -tetrahydro-

5H-azeto[l,2-a][l,6]naphthyridm-7-yl)piperazine-l-carboxy late

[00890] Step 1. Benzyl 4-((2S,3R)-2-allyl-l-(3-bromo-6-chloro-2-(difluoromediyl)pyr idin-4- yl)azetidin-3-yl)piperazine-l-carboxyIate. To a stirred solution of S-bromo^b-dichloro^- Cdifluoromethy^pyridine (10 g. 36.1 mmol) in DCE (60 mb) was added benzyl 4-((2S,3R)-2- alIylazetidin-3-yl)piperazine-l-carboxylate (17.9 g, 43.3 mmol) followed by DIPEA (63.1 mL, 361 mmol) at 0 °C under N? atmosphere. The reaction mixture was stirred at 70 °C for 16 h. The reaction mixture was quenched with water (100 mL) and extracted with DCM (3 x 50 mL). The combined organic extracts were dried (NajSOfi. filtered, and concentrated under reduced pressure The crude material was purified by chromatography (Redi-Sep pre-packed silica gel column, elution; 0 to 25% EtOAc in hexanes to give benzyl 4-((2S,3R)-2-alh'H-(3-bromo-6-cbloro-2-(difluorometbyl)pyrid in- 4-yl)azetidin-3-yl)piperazine-l -carboxylate (10 g. 50% yield), tn z (ESI): 555.0 (M+H) ⁺ . ’H NMR (400 MHz, DMSO-cfe); 5 7.35 (tdd. ,%8.6. 6.0. 2.3 Hz, 5H). 7.06 (t. J=53.4 Hz, 1H), 6.80 (s, 1H). 5.84 (ddt. .7=17.2. 10.0, 7.3 Hz, 1H). 5.21 - 5.10 (m, 2H), 5.08 (s, 2H). 4.59 (dd, .7=9.3, 7.0 Hz, 1H). 4 51 (dd. ,7=8.0. 4.1 Hz. 1H), 4.04 (q. .7=7.1 Hz, 2H), 3.88 (dd, ./ 9.3. 4.4 Hz. 1H), 3.40 (m, 4H), 2.90 (dt, .7=7.3. 4.1 Hz, 1 H). 2.49 - 2.21 (m, 4H).

[00891] Step 2. Benzyl 4-((6aS,7R)-2-cMoro-4-(difluoromethyl)-5-methylene-6,6a,7,8- tetrahydro- 5H-azeto[l,2-a][ 1.6]aaphtbyridin-7-yl)piperazine-l-carboxylate (Intermediate Ell). A sealed tube (500 mb) was charged with a solution of benzyl 4-((2S,3R)-2-allyl-J -(3-brorno-6-cbloro-2- (difluoromethyl)pyridin-4-yl)azetidm-3-yl)piperazine-i-carbo xylate (10 g, 17.99 mmol) in 1,4- dioxane (200 mb) and cesium carbonate ( 14.6 g. 45.0 mmol) at rt. The reaction mixture was degassed and purged with Kfi for 5 min. Then, dppf (0.997 g. 1.799 mmol) and PdOAc? (400 mg, 1.799 mmol) were added, and the reaction mixture was stirred at 70 °C, for 2 h. The reaction mixture was quenched with water (80 mb) and extracted with EtOAc (3 x 50 ml.). The combined organic extracts were dried (NaiSOi), filtered, and concentrated under reduced pressure. The crude material was purified by chromatography (Redi-Sep pre-packed silica gel column, elution: 0 to 45% EtOAc in hexanes) to give benzy l 4-((6aS,7R)-2-chloro-4-(difluoromethyl)-5-mefliylene-6,6a,7, 8-tetrahydro-5H-azeto[l,2- a] [ l,6]naphthyridin-7-yl)piperazinc-I -carboxylate (5 g, 59% yield), m/z (ESI): 475.2 (M+H)*. 'H NMR (400 MHz, DMSO-A): 6 7.45 - 7.27 (m, 5H), 6.89 (t, J- 53.4 Hz, IH), 6.60 (s, IH), 5.38 (s, IH), 5.26 (s. IH), 5.09 (s, 2H), 4.27 (dt, J= 11.4, 5.5 Hz, IH), 4.16 (dd, J= 9.4, 6.2 Hz, IH), 3.96 (t, J= 8.7 Hz, IH), 3.45 (s, 4H), 3.24 - 3.14 (m, HI), 2.77 (dd, J=- 11.9, 5.7 Hz, IH), 2.32 (dd. J== 43.5, 8.5 Hz, 5H).

[00892] Intermediates in Table 1-14 were prepared following the procedure described for Intermediate El l, using appropriate starting materials. All starting materials are commercially available or are described above.

Table 1-14

Intermediate El 3 - 8-(4-Benzylpiperaziti-l-yl)-2-chloro-4-(tifluorometbyI)-7.7a ,8,9’tetraliydrO’5H- azeto [2, 1 -c]pyrido[4.3 -e ] [ 1.4] oxazepine

[00893] Step 1. l’Benzyl-4-(l’(2-cliloro-6-(trifluororaethyl)pyridin-4-y l)-2- (methoxymethyl)azetidin-3-yl)piperazme. To a solution of l-benzyl-4-(2-(methoxymethyl)azetidin-3- yl)piperazine (975 mg, 3.54 mmol) and 2,4-dichloro-6-(trifluorometbyl)pyridine (765 mg, 3.54 mmol, Oakwood Products, Inc.) in DMSO (10 mb) was added DIPEA (4.33 mb, 24.7 mmol) The reaction mixture was stirred at rt for 18 h. The reaction w as quenched by NaHCOj sat. aq. solution (60 mb) and extracted with EtOAc (60 mb x 3). The combined organic extracts were washed with brine, dried over NaiSOi. and concentrated. The crude material was purified by column chromatography, eluting with a gradient of 0%~ 100% EtOAc in heptane to give l-benzyl-4-(l-(2-chloro-6- (trifluoromethyl)pyridin-4-yl)-2-(methoxymethyl)azetidin-3-y l)piperazme (385 mg, 0.85 mmol, 24% yield), m/z (ESI): 455.2 (M+H) ⁺ .

[00894] Step 2. (3-(4-Benzylpiperazin-l-yl)-l-(2-chloro-6-(frsfluoromethyl)p yridm-4-yl)azetJdin-2- ylimethanol. To a solution of l-benzyl-4-(l-(2-chloro-6-(trifluoromethyl)pyridin-4-yl)-2- (methoxymetbyI)azetidin-3-yl)piperazine (385 mg. 0.85 mmol) in DCM (4 mb) at 0 °C, was added boron tribromide (1 M solution in DCM, 3.4 mb, 3.4 mmol). The reaction mixture was allowed to warm to rt and stir for 45 min. The reaction was quenched by NaHCO? sat. aq. solution (60 ml.,) and extracted with DCM (20 mb x 3). The combined organic extracts were washed with brine, dried over NaiSCh. and concentrated. The crude material was purified by column chromatography, eluting with a gradient of ()%-] 00% EtOAc/EtOH (3: 1) in heptane to give (3-(4-benzylpiperazin-1 -y 1)-1 -(2-chloro- 6-(trifluoromethyl)pyridin-4-yl)azetidin-2-yl)methanol (208 mg, 0.47 mmol, 56% yield), m/z (ESI): 441.1 (M+H) ⁺ . [00895] Step 3. 2-((3-(4-Benzylpiperazin-l-yl)-1 -(2-chloro-6-(trifluoroinethyl)pyridin-4-yl)azetidin- 2-yl)methoxy)acetic acid. To a solution of (3-(4-benzylpiperazin-l-yl)-l-(2-chloro-6- (trifluoromethyl)pyridin-4-yl)azetidm-2-yl)methanol (203 mg, 0.46 mmol) and chloroacetic acid (43 mg, 0.46 mmol) in THF (2 mL) was added NaH (55 mg, 1.38 mmol, 60% in mineral oil). The reaction mixture was stirred at rt for 2 h. Additional chloroacetic acid (43 mg, 0,46 mmol) and NaH (55 mg, 1 .38 mmol, 60% in mineral oil) were added and the reaction mixture was stirred at rt for 3 days. The reaction mixture was quenched with MeOH (20 mL) and concentrated under vacuum. Chromatographic purification of the crude (silica gel, 0-15% 2M NH ₃ in MeOH in DCM) gave 2-((3- (4-benzylpiperazin-l-yl)-l-(2-ch]oro-6-(trifluoromethyl)pyri din-4-yl)azetidin-2-yl)methoxy)acetic acid (98 mg. 0.20 mmol. 43% yield), m/z (ESI): 4989 (M+H) ⁺ .

[00896] Step 4. 8-(4-Benzylpiperazin-l-y])-2-chloro-4-(trifluoromethyl)-7,7a ,8,9-tetrahydro*5H- azeto[2,l-c]pyrido[4,3-ej[l,4]oxazepine, Intermediate E13. To a solution of gave 2-((3-(4- benzylpiperazin-l -yl)-I-(2-cMoro-6-(trilluoromethyl)pyridin-4-yl)azelidin-2-y l)melhoxy)acelic acid (98 mg, 0.2 mmol) and N-hydroxy phthalamide (35 mg, 0.22 mmol) in EtOAc (2 mL) was added DIC (0.036 mL, 0.24 mmol), and the mixture was stirred at rtfor 15 min. The reaction mixture was concentrated under vacuum, and the residue was redissolved in DMSO (8 mL). The reaction mixture was placed under N?. atmosphere, and 4CZIPN (3 mg, 3.9 mmol, Sigma-Aldrich) followed by TFA (0.3 mL, 3.92 mmol) were added. The mixture was irradiated with 420 mn light while Stirl ing for I h The reaction was quenched by NaHCOa sat. aq. solution (10 mL) and extracted with EtOAc (10 mL x 3). The combined organic extracts were washed with brine, dried over NazSQ*, and concentrated. The crude material was purified by column chromatography, eluting with a gradient of 0%-100% EtOAc/EtOH (3:1) in heptane to give 8-(4-benzylpiperaztn-l-yl)-2-chloro-4-(trifluoromethyl)- 7.7a,8,9-tetrahydro-5H-azeto[2,l~c]pyrido[4,3-e][l,4]oxazepi ne (21 mg. 0.046 mmol, 23% yield), m-z (ESI): 453.3 (M-i-H) ⁺ . as a mixture of regioisomers.

Intermediate Fl - 2-(4-( I -(2-M ethoxy >’ethyl)-4-methyl-ll I-pyrazol-5-yl )piperidin-l -yl)-4- (me thy Isulfony 1) -6-(trifluoromethy 1 ) -5 - v iny Ipy rimidine

[00897] Step 1. 2"Chloro-4-(methyIthio)"6-(trifluoromethyl)pyrimidine. To a stirred solution of 2,4- dichloro-6-(trifluoromethyl)pyrimidine (30 g, 138 mmol) under N2 atmosphere in THF (300 ml.,) was added a solution of sodium thiomethoxide (10.66 g, 152 mmol) in water (10 mL) at -10 °C, and the reaction was stirred for 3 h. The reaction mixture was diluted with water (200 mL) and extracted with EtOAc (2 x 100 mL). The combined organic extracts were dried over Na2SO<, filtered, concentrated, and purified by column chromatography, eluting with a gradient of 0-100% EtOAc in pet. ether, to provide 2-ehloro-4-(methylthio)~6-(trifluoromethyi)pyrimidine (25 g, 109 mmol, 79% yield), m/z (ESI): 229.1 (M + H f

[00898] Step 2. 2-(4-(l-(2-Methoxyethyl)-4-methyl4H-pyrazol-5-yl)piperidin-I -yl)-4-(methylthio)- 6-(trifluoromethyl)pyrimidine. To a solution of Intermediate B21, TFA salt (7 g, 21.85 mmol) in DMA (35 0 mL), was added 2"Chloro-4-(methylthio)-6-(trifluoromethyI)pyriniidine (5.00 g, 21.85 mmol) and DIPEA (19.08 mL, 109 mmol), and the reaction mixture was heated to 100 °C for 4 h. The reaction was concentrated and purified by column chromatography, eluting with a gradient of 0% to 100% EtOAc in pet. ether, to provide 2-(4-(l-(2-rnethoxyethyl)-4-methyl-lH-pyrazol-5-yl)piperidm- l-yl)-4-(methylthio)-6-(trifluoromethyl)pyrimidine (7 g, 16.85 mmol, 77% yield), m/z (ESI): 416.3 (M+H) ⁺ . [00899] Step 3. 5-Bromo-2-(4-(l-(2-methoxycthyl)-4-methyl-lH-pyrazol-5-yl)pi peridin-l -yl)-4- (niethyldiio)-6-(trifluorometliyl)pyrimidine. To a solution of 2-(4-(l-(2-methoxyethyl)-4-methyl-lH- pyrazol-5-yi)piperidin-l-y1)-4-(methyldiio)-6-(trifluorometh y1)pyrimidine (1.9 g, 4.57 mmol) in AChi (38 mL) was added NBS (0.81 g, 4.57 mmol), and the reaction mixture was stirred at rt for 3 h. The reaction was concentrated and purified by column chromatography, eluting with a gradient of 0% to 30% EtOAc bi hexanes, to provide 5-bromo-2-(4-(l-(2-methoxyethyl)-4-inethyl-lH-pyrazol-5- yl)piperidin-l-yl)-4-(niethylthio)-6-(trifluoromethyl)pyrini idine (2.0 g, 4.05 mmol, 88% yield), m/z (ESI): 494.0 and 495.9 (M+H) .

[00900] Step 4. 5-Bromo-2-(4-(l -(2 -methoxy cthyl)-4-mcthyl-lH-pyrazol-5-yl)pipcridin-l-yl)-4- (methylsulfo:nyl)-6-(trifluorornethyl)pyrimidine. To a solution of 5-bromo-2-(4-(l-(2-metboxyethyl)- 4-methyl-lH-pyrazol-5-yl)piperidin-l-yI)-4-(methylthio)-6-(t rifluoromethyl)pyrimidine (8 g, 16.18 mmol) in DCM (160 mL) was added m-CPBA (10.74 g, 40,5 mmol) portion wise at 0° C. The reaction mixture was w armed to rt and stirred for 30 min. Then, the reaction mixture was cooled to 0 °C, and additional m-CPBA (4.30 g, 16.18 mmol) was added portion wise. The reaction mixture was warmed up to rt and stirred for another 1 .5 h. The reaction mixture was quenched with satd, sodium metabisulfite solution (50 mL), and the biphasic mixture was separated. The aqueous solution was extracted with DCM (2. x 70 mL), the combined organic extracts was washed with NaHCOs (3 x 200 mL), followed by brine (1 x 200 mL) The combined organic extracts were dried over NajSO^ filtered, and concentrated. The crude material was purified by column chromatography, eluting with a gradient of 20-25% EtOAc/pet. ether to provide 5-bromo-2-(4-(I-(2-methoxyethyl)-4-methyl-lH- pyrazol-5-yl)piperidin-l-yl)-4-(methylsulfonyl)-6-(trifluoro methyl)pyrimidine (4.2 g, 7.98 mmol, 49% yield), m'z (ESI): 526.0 and 528.0 (M+HV.

[00901] Step 5. 2-(4-(l-(2-MethoxyethyI)-4-methyI-lH-pyrazol-5-yl)piperidin- l-yl)-4-

(methylsulfonyl)-6-(trifluoromethyl)"5-vhiylpyrimidine, Intermediate Fl. A stirred solution of 5- bromo-2-(4-(l -(2-methoxyetliyl)-4-metby3-i H-pyrazol-5-yl)piperidin-l -yl)-4-(tneihylsulfonyl)-6- (trifluoromethyl)pyrhnidine (4.2 g, 7.98 mmol), potassium trifluoro(vinyl)borate (2.14 g, 15.96 mmol), K3PO4 (5.08 g, 23.94 mmol) in 1,4-dioxane (76 mL) and water (8.40 ml.,) was purged with N?_ for 5 min. Then, Pd(dppf)Cb-DCM adduct (0.326 g, 0.40 mmol) was added, and the resulting reaction mixture was heated to 90 °C for 24 h. Then, the reaction mixture was cooled to rt, diluted with EtOAc (200 mL) and washed with brine (1 x 150 mL). The organic extracts was dried over NarSCh, filtered, concentrated, and purified by column chromatography, eluting with a gradient of 50-65% EtOAc/Pet. ether to provide Intermediate Fl (0.65 g. 1.37 mmol. 17% yield) m/z (ESI): 474.0 (M+H) ⁺ . ’H NMR (400 MHz. CDC1 ₃ ) 8 (ppm) 7.27 (s, 1H), 6 85 (ddd, J= 17.7, 11.4, 1.7 Hz, 1H), 5 73 (dd, J = 11.5, 1 1 Hz, I H), 5.62 (d, J = 17.7 Hz, 1H), 4.92 (br s, 2.H). 4.30 (t, ./ = 5.2 Hz, 2.H). 3.74 (t, J = 5.2. Hz. 2H), 3.33 (d, J = 1 9 Hz, 6H), 3 16 - 2.98 (m, 3H), 2.10 (d, J = 2.7 Hz. 3H), 2.03 - 1 .90 (tn. 4H). [00902] Intermediates in Table 1-15 were prepared following the procedure described for

Intermediate Fl, using appropriate starting materials. All starting materials are commercially available or are described above.

Table 1-15

SECTION 2: Synthesis of Example Compounds

Method 1 Example 1 : l-(4-((7aS,8R)-4-(Difluoromethyl)-2-(4-(2-(3-mcthoxy-3-oxeta nyl)-4-mcthyl-3- pyridinyl)-l-piperidinyl)-7,7a,8,9-tetrahydroazeto[l,2-a]pyr ido[3,4-f]azepin-8-yl)-l-piperazinyl)-2- propen- 1 -one

[00903] Step 1. 2-(3-Metltoxy'oxetan-3-yl)-4-methyl-3-(piperidin-4-yl)pyridi ne trifluoroacetate, Intermediate 1.1. To a stirred solution of Intermediate Bl (85 g, 235 mmol) in DCM (850 mb) at 0 °C, was added TFA (250 mL. 3.25 mol), and the mixture was stirred for 3 b at rt. The reaction mixture was concentrated, co-evaporated with toluene (3 x 150 mL), triturated with diethyl ether (4 x 150 mL), and concentrated to afford Intermediate 1.1 (85 g, 236 mmol, 100% yield). m/z (ESI): 263.2 (M+H) ⁺

[00904] Step 2. Benzyl 4-((7aS,8R)-4-(difluoromethyl)-2-(4-(2-(3-methoxyoxetan-3-yl )-4- methylpyridin-3-yl)piperidin-l-yl)-7,7a,8,9-tetrahydroazeto[ l ,2-a]pyrido[3,4-f]azepin-8- yl)piperazine-l-carboxylate, Intermediate 1.2. To a stirred solution of Intermediate El (54.5 g, 152 mmol) in 1,4-dioxane (1.800 L) at 0 °C, was added CS2CO3 (82.3 g, 2.53 mol) portion wise and stirred for 10 min. To this reaction mixture, Intermediate 1 .1 (60 g , 126 mmol), RuPhos (5.9 g. 12.63 mmol), and RuPhos Pd G1 (10.3 g, 12.63 mmol) were added sequentially, and the reaction mixture was degassed, purged with N , for 10 min and stirred at 80 °C for 2 h. The reaction mixture was quenched with water (1000 mL) and extracted with EtOAc (2 x 1000 mL). The combined extracts were washed with water (2 x 2000 mL) followed by brine (2 x 1000 mL), dried over NajSCfo filtered, and concentrated. The crude material was purified by flash chromatography eluting with 60 to 100% EtOAc in hexanes to give Intermediate 1.2 (60 g, 86 mmol, 68% yield) m/z (ESI): 701.4 (M+H)'. ’H NMR (400 MHz, DMSO-<:L): 5 (ppm) 8.29 (d, J = 4.9 Hz, 1H), 7.46 - 7.25 (m, 5H), 7. I 7 (d, J = 5.0 Hz, I i l l. 6.78 (t. J- 54.4, 1H), 6.50 - 6.30 (m. 1H), 5.79 (s, 1H), 5.71 (di../ 12.6, 4.8 Hz, 1H), 5.15 (d, J = 7.1 Hz, 2H), 5.08 (s, 2H), 4.81 (d, J= 7.1 Hz, 2H), 4.46 (t. J= 13.4 Hz, 2H), 3.91 (t, 7 = 7.4 Hz, 1H), 3.78 (q, J - 6.1 Hz, 1H), 3.67 ((_ ./ 7.4 Hz. 1H). 3.41 (br s. 4H), 3.05-3.00 (m. 1H), 2.95 (s, 3H), 2.75 (q, J = 14.8, 14.0 Hz, 3H), 2.67 - 2.57 (m, 2H), 2.40 (s, 3H), 2.39 - 2.26 (m, 4H), 2.07 (td. J = 13.2, 6.6 Hz, 2H), 1.59 (d, .! 12.5 Hz, 2H).

[00905] Step 3. (7aS.8R)-4-(Difluorometiiyl)-2-(4-(2-(3-methoxyoxetan-3-yr)- 4-methylpyridin-3- y l)piperidin-l -yl)-8-(piperazin-l-yl)-7, 7a, 8, 9-tetr ally droazeto[l,2-a]pyrido[3,4-f] azepine, Intermediate 1.3. To a stirred solution of Intermediate 1.2 (48 g, 68.5 mmol) in DMA. (500 mL) were added K3PO4 (43,6 g, 205 mmol) and 2-mercaptoethanol (12.16 ml,, 171 mmol), and the reaction mixture was stirred at 95 °C for 24 h. The reaction mixture was quenched w ith ice water (1000 mL) and extracted with EtOAc (2 x 750 mL). The combined organic extracts were washed with water (3 x 1000 mL), followed by brine (1500 mL), dried with Na>:SO4, filtered, and concentrated. The crude material was purified by flash chromatography eluting with 4 to 7% MeOH in DCM to give Intermediate 1.3. m/z (ESI): 567.2 (M+H) ⁺ . ’H NMR (400 MHz. DMSO-cL): 8 (ppm) 8.29 (d, J = 4.9 Hz, 1H), 7.17 (d, J = 5.0 Hz, 1H), 7.00 - 6.44 (m, 2H), 5.79 (s, 1H), 5.71 (ddd, J = 12.6. 5.3, 4.0 Hz, 1H), 5.15 (d, 7 = 7.1 Hz, 2H), 4.81 (d, .7 == 7.1 Hz, 2H), 4.46 (t, .7 = 13.8 Hz, 2H). 3.89 (t, 7 = 7.4 Hz, TH), 3.75 (q, J - 6.2 Hz. 1H). 3.65 (t, J - 7.4 Hz, 1H). 3.18 (s, HI), 2.96 (s, 3H), 2.94 - 2.85 (m. 1H), 2.89 - 2.70 (m. 7H), 2.66 - 2.58 (m. 2H), 2.38 (s, 3H). 2.25 (s, 4H). 2.16 - 1.98 (m, 2H). 1.66 - 1.50 (m, 2H).

[00906] Step 4. L-(4-((7aS,8R)-4-(Difluoromethyl)-2-(4-('2-(3-methoxy-3-oxet anyl)-4-methyl-3- K'ridinyl)-l-piperidiny!)-7,7a,8,9-tetrahydroazeto[l,2-a]pyr ido[3,4-f]azepin-8-yl)-l-piperazinyl)-2- propen-l-one. Compound 1-001. To a solution of Intermediate 1.3 (28 g, 49.4 mmol) in NMP (280 mL) at - 15 °C was added K2CO3 (137 g, 988 mmol) and stirred for 15 min. A solution of acryloyl chloride (4.82 ml,, 59.3 mmol) in NMP (5 ml.) was added dropwise over 5 min and stirred for 15 mm. The reaction mixture was slowly quenched into ice cold water (1000 mL) and extracted with EtOAc (2 x 750 ml,) The combined organic extracts were washed with water (4 x 1000 mL) followed by brine (1000 mL), dried with NazSCL filtered, and concentrated. The crude material was purified by flash chromatography eluting with 5 to 10% IPA in EtOAc to give (1 -(4-((7aS,8R)-4- (Difluoromethyl)-2-(4-(2-(3-methoxy-3-oxetanyl)-4-methyl-3-p yridinyl)-l -piperidmyl)-7,7a.8.9- tetrahydroazeto[l,2-a]pyrido[3,4-f]azepin-8-yl)-l-piperaziny l)-2-propen-l-one, Compound 1-001 (22 g, 35.4 mmol, 72% yield), m/z (ESI): 621 .2 (M+H)*. *H NMR (400 MHz, DMSO-fo): 8 (ppm) 8.29 (d, J - 4.9 Hz, 1H), 7.17 (d, J - 5.0 Hz, HI), 7.03 - 6.52 (m, 3H), 6.11 (dd, J = 16.7, 2.4 Hz, 1H), 5.77 (d, J = 22.6 Hz, 1H), 5.77 - 5.59 (m, 2H), 5.15 (d, J = 7.1 Hz, 2H), 4.82 (d. J = 7.1 Hz, 2H), 4.58 - 4.27 (m, 2H), 3.92 (t, ./ 7.4 Hz, TH), 3.80 (q, J - 6.1 Hz, 1H). 3.70 (t, J - 7.4 Hz. IH), 3.65 - 3.47 (m, 4H), 3.05 - 2.90 (in, 4H), 2.84 - 2.69 (m, 3H), 2.69 - 2.56 (m, 2H). 2.42. - 2.28 (tn, 7H), 2.06 (ddt, J = 18.2, 12.3, 6.2 Hz, 2H), 1 .59 (d, .7 = 12.6 Hz, 2H)

Example 2: I-(4-((7aS.8R)-4-(Difluorometliyl)-2-(4-(l-(l-metlioxycyclop ropyl)-4-methyl-lH- pyrazol-5-yl)-l-piperidinyl)-7,7a,8,9-tetrahydroazeto[l,2-a] pyrido[3,4-f|azepin-8-yl)-l-piperaziny])-

2-propcn-l-onc

[00907] Step 1. 4-(l-(l-Methoxycyclopropyl)-4-methyl-lH-pyrazol-5-yl)piperid ine, Intermediate

2.1. To a solution of Intermediate B4 (380 mg. 1.133 mmol) in DCM (2.0 mL) was added TFA (25 ml.,. 3 35 mmol), and the reaction mixture was stirred at rt for 30 min. The mixture was concentrated to give intermediate 2 1 as a TFA salt m/z (ESI): 236.2 (M+H)T

[00908] Step 2. Benzyl 4-((7aS,8R)-4-(difluoromethyl)-2-(4-(I -( l -inethoxycyclopropyl)-4-methyl- lH-pyrazol-5-yl)piperidin-l-yl)-7,7a,8,9-tetrahydroazeto[J,2 -a]pyrido[3,4-f]azepin-8-yl)piperazme-l- carboxylate. Intermediate 2.2. The crude product from Step I was dissolved in THE (7.0 ml), and sodium tert-butoxide (1089 mg, 11.33 mmol, Sigma-Aldrich Corporation), RuPhos Pd G3 (95 mg, 0.113 mmol, AstaTech, Inc), and Intermediate El (538 mg, 1.133 mmol) in THF (7.0 mL) were added. The reaction mixture was degassed with N? for 15 min, then heated to 80 °C and stirred for 4 h. 'The reaction mixture was diluted with sat. aq. NILCl and EtOAc, and the aqueous layer was extracted with EtOAc. The combined organic extracts were washed with brine, dried over Naj.SCL, filtered, and concentrated. The crude material was purified by chromatography, eluting with a gradient of 0% to 60% EtOAc in heptane, to provide Intermediate 2.2 (466 mg, 0.692 mmol, 61% yield), m/z (ESI): 674.0 (M+H) ⁺ .

[00909] Step 3. (7aS,8R)-4-(Difluoromcthyl)-2-(4-(l-(l -methoxy cyclopropyl)-4-mcthyl-lH- pyrazol-5-yl)piperidin-l-yl)-8-(piperazin-l-yl)-7,7a,8,9-tet rahydroazeto[l,2-a]pyrido[3,4-f] azepine, Intermediate 2.3. Intermediate 2.2 (0.356 g, 0.528 mmol), K3PO4 (0.449 g, 2.113 mmol, Combi- Blocks Inc.), DMA (3 mL), and 2-mercaptoethanol (0.074 ml.,, 1.057 mmol, Sigma-Aldrich Corporation) were heated to 95 °C and stirred for 24 h. The reaction mixture w as diluted with water and extracted with EtOAc. The organic extracts were washed with brine, dried over Na2SO,s, filtered, and concentrated. The crude material was purified by chromatography, eluting with a gradient of 0% to 20% MeOH in DCM, to provide Intermediate 2.3 (0.185 g, 0.343 mmol, 65% yield), m/z (ESI): 540.0 (M+H)E

[00910] Step 4. l-(4-((7aS,8R)-4-(difluoromcthyl)- 2-(4-(l-(l-mctboxycyclopropyl)-4-mcthyl-lH- pyrazol-5-yi)piperidin-l-yl)-7,7a.8,9-tetrahydroazeto[l,2- a]pyrido[3,4-f]azepin-8-yl)piperazin-i- yI)prop-2-en-l-one, Compound 1 -002. To a solution of Intermediate 2.3 (0.1853 g, 0.343 mmol) in DCM (3 mL) was added DIPEA (0.180 mL, 1.030 mmol) and aciyloyl chloride (0.2 M in DCM) (1.72 mL, 0.343 mmol, Sigma-Aldrich Corporation), and the reaction mixture was stirred at rt for 30 min. The reaction mixture was concentrated, redissolved in EtOAc, and washed with sat. aq. NH4CI. The aqueous phase was extracted with EtOAc, and the organic extracts were washed with brine, dried with NaiSOt, and concentrated The crude material was purified by chromatography, eluting with a gradient of 0% to 80% EtOAc/EtOH (3:1) in heptane, to provide 1 -(4-((7aS,8R)-4-(difluoromethyl)- 2-(4-(l-(l-methoxycyclopropyl)-4-methyl-IH-pyrazo]-5-yl)pipe ridin-I-yl)-7.7a,8,9- tetrahydroazetol 1,2- a|pyrido|3,4-f|azepm-8-yl)piperazin-l-yl)prop-2-en-l-one. Compound 1-002 (0.158 g, 0.266 mmol, 77% yield), m/z (ESI): 594.0 (M+Hf . ^r H NMR (CDCh, 400 MHz) 5 (ppm) 7.19 - 7.22 (m. 1 H), 6 85 (br d, .7=12.2 Hz, I H). 6.39 - 6.72 (in, 2 H), 6.30 (dd, 7=] 6.9, 1.8 Hz, 1 H), 5.69 - 5.77 (m, 2 H), 5.61 (s. 1 H), 4.46 (br dd, 7=26.0, 13.0 Hz, 2 H). 3.92 - 4.00 (m. 2 H), 3.54 - 3.81 (m, 5 H), 3.37 - 3.49 (m, I H), 3.20 (s. 3 H). 2.99 (q, 7=6.6 Hz, 1 H), 2.80 - 2.92 (m. 2 H), 2.68 - 2.78 (m, 1 H), 2.58 - 2.66 (m, I H), 2.31 - 2.51 (m, 4 H), 2.06 - 2.08 (m, 3 H), 1.95 - 2.05 (m, 2 H), 1.80 - 1.86 (m. 2 H), 1.36 (br d, 7=3.5 Hz, 4 H). ⁱ⁹ F NMR (CDCh, 377 MHz) 5 (ppm) -114.5 - -107.3 (tn. 2F) Example 3: l-(4-((7aS,8R)-4-(Difluoromethyl)-2-(4-(4-metlwl-l-(3-methyl -3-oxetanyl)-lH-pyrazol- 5-yl)-l-piperidinyl)-7,7a,8,9-tetrahydroazeto[l,2-a]pyrido[3 ,4-f]azepin-8-yl)-l-piperazinyl)-2-propen-

1 -one

[00911] Step 1. 4-(4-Methyl-l-(3-methyloxetan-3-yl)-lH-pyrazol-5-yl)piperidi ne trifluoroacetate. Intermediate 3.1 . To a stirred solution of Intermediate B6 (50 g. 149.2 mmol) in DCM (500 mL) was added TFA (172 mL. 2236 mmol) dropwise at 0 °C under N ₂ atmosphere. The reaction mixture was stirred at rt for 2 b and concentrated to give Intermediate 3.1 (49 g) as a TFA salt. z (ESI): 236.1 (M+H) ⁺ .

[00912] Step 2. Benzyl 4-((7aS.8R)-4-(difhioromethyl)-2-(4-(4-methyl-l -(3-methyloxetan-3-yl)-l H- pyrazol-5-yl)piperidin-l-yl)-7,7a,8,9-tetrahydroazeto[l,2-a] pyrido[3.4-f|azepin-8-yi)piperazme-l- carboxylate. Intermediate 3.2. To a stirred solution of Intermediate 3.1 (42.0 g, 126 mmol) in 1,4- dioxane (1.50 L) at 0 °C was added CsjCO? (686 g, 2.11 mol) and stirred for 10 min. A solution of Intermediate El (50.0 g, 105 mmol) in 1,4-dioxane (75 mL) was added dropwise and purged with Nj for 10 min. RuPbos (4.91 g. 10.53 mmol) and RuPhos Pd G1 (8.60 g, 10 53 mmol) were added to the reaction mixture and stirred for 2 h at 90 °C The reaction mixture was quenched with water (1000 ml.) and extracted with EtOAc (2 x 2000 mL). The combined organic extracts were dried over NarSCh, filtered, and concentrated The crude material was purified by chromatography, eluting with a gradient of 30-60% EtOAc in hexanes to afford Intermediate 3.2 (39.0 g, 40% yield), m/z (ESI): 674.3 (M+H) ⁺ . ’HN'MR (400 MHz. DMSO-4,) 5 7.43 - 7.26 (m, 5H), 7.18 (s, IH), 6.94 - 6.58 (m, 2H), 5.85 - 5.60 (m, 2H), 5.13 - 5.05 (m, 4H), 4.65 (d, J- 6.4 Hz, 2H), 4.42 (d, J~ 11.2 Hz, 2H), 3.92 (t, J = 7.4 Hz, IH), 3.78 (q, J = 6.0 Hz, 1H), 3.67 (t, J = 7.4 Hz, IH), 3.41 (br s, 4H), 2.98 (q, J = 6.6 Hz, IH), 2.81 (t, J == 12.8 Hz, 2H), 2.65 - 2.55 (m, 2H ), 2.33 (dq, J == 11.2, 6.1 Hz, 5H), 1.98 (d, J - 99 Hz, 3H), 1.86 (d, J - 12.3 Hz, 2H), 1.73 (d, 15.4 Hz, 5H)

[00913] Step 3. (7aS,8R)-4-(Difluoromethyl)-2-(4-(4-methyl-l-(3-methyloxetan -3-yl)-lH-py ^r razol- 5-yl)piperidin-l-yl)-8-(piperazin-l-yl)-7,7a,8,9-tetrahydroa zeto[l,2-a]pyrido[3,4-f]azepine, Intermediate 3.3. To a stirred solution of benzyl 4-((7aS,8R)-4-(difluoromethyl)-2-(4-(4-methyl-l-(3- mcthyloxctan-3-yl)-lH-pyrazol-5-yl)pipcridin-l-yl)-7,7a,8,9- tctrahydroazcto[l,2-a]pyrido[3,4- f]azepin-8-yl)piperazine-l -carboxylate (9 g, 13.3 mmol) in DMAc (90 mL) was added tripotassium phosphate (11.34 g, 53.4 mmol), and the reaction mixture was degassed and purged with N2 for 10 min. 2-Mercaptoethau-l-ol (1.880 ml.., 26.7 mmol) was added to the reaction mixture and stirred at 95 °C for 16 h. The reaction mixture was quenched with water (40 mL) and extracted with EtOAc (2 x 30 mL). The combined organic extracts were dried (NajSCL), filtered, and concentrated under reduced pressure. The crude residue was purified by reverse phase chromatography through a Gold 100-G C18 column eluting with a gradient of 0% to 70% acetonitrile in water (+ 0.1% TFA). The desired product was obtained in clean fractions, which were collected, and TFA was neutralized by stirring the desired mixture with sat. solution of KjCOi (aq.) for 30 min. The solution was extracted with EtOAc. organic layers were combined, washed with brine, dried overNaiSOi and filtered. The fillrate was concentrated under reduced pressure to provide Intermediate 3.3 (6.8 g. 12.60 mmol. 94 % yield), m/z (ESI): 540.3 (M+HV. ^! H NMR(400 MHz, DMSO-rL): 5 ppm 7.18 (s. IH). 6.95 - 6.60 (m, 2H), 5.77 (d, ./= 73 Hz, 2H), 5.71 (ddd, 7= 12.6, 5.3. 4.0 Hz. IH). 5.08 (d. 7= 6.2 Hz, 2H). 4.62 - 4.68 (tn, 2H), 4.44 (t. ,/ 11.3 Hz. 2H), 3.90 (1.7= 7.4 Hz, IH), 3.75 (q, 7= 6.1 Hz, I H), 3.64 (1, 7- 7.4 Hz, IH), 2.90 (q. •/ 6.6 Hz, IH). 2.68 - 2.87 (m, 6H), 2.59 - 2.66 (m, 2H), 2.39 - 2.15 ( m , 5 H ). 1.97 (s, 3 H ). 1.77 - 1.90 (m„ 2H), 1.73 (d, J= 15.5 Hz. 5H).

[00914] Step 4. !-(4-((7aS,8R)-4-(Difluoromethyl)-2-(4-(4-methyl-l-(3-methyl -3-oxetanyl)-lH- pyrazol-5-yl)-l-piperidinyl)-7,7a,8,9-tetrabydroazeto[l,2-aj pyrido[3,4-f]azepin-8-yl)-l-piperazinyl)- 2-propen-l-one, Compound 1-003. To a solution of Intermediate 3.3 (60 mg, 0.111 mmol) and DIPEA (43 mg, 0,334 mmol. Sigma -Aldrich Corporation) in DCM (0.6 mL), was added acryloyl chloride (20 mg, 0.222 mmol, Sigma-Aldrich Corporation) dropwise under N2. The reaction mixture was stirred at rt for 1 h. Then, the reaction mixture was concentrated and purified by reverse phase chromatography through a C-18 column, eluting with a gradient of 0% to 100% ACN in water (+0.1% formic acid). Next, a sat. solution of K2CO3 (aq) was added (pH = 10) and extracted with a solution of 5% MeOH in EtOAc. The combined organic extracts were dried over Na?SO.i. filtered, and concentrated to provide 1 -(4-((7aS,8R)-4-(difluoroinethyl)-2-(4-(4-methyl-l-(3-methyl oxetan-3-yl)- lH-pyrazol-5-yl)piperidin-l-yl)-7,7a,8,9-tetrahydroazeto[i,2 -a]pyrido[3,4-f]azepin-8-yl)piperazin-l- yl)prop-2-en-l-one. Compound 1-003. m/z (ESI): 594.3 (M+H) ⁺ . ’H NMR(DMSO-rf6, 400 MHz): 5 ppm 7.18 (s, 1 H ), 6.75 - 6.86 (in, 2 II). 6.61 - 6.69 (m, I H), 6.11 (dd, ..' 16.7. 2.4 Hz, 1 H), 5.79 (s, 1 H), 5.64 - 5.77 (m, 2 H), 5.08 (d, J=6.4 Hz, 2 H), 4.65 (d, J=6.2 Hz, 2 H), 4.44 (t, J=10.9 Hz, 2 H), 3.92 (t, J - =7.4 Hz, 1 H), 3.80 (q, J= =6.1 Hz, 1 H), 3.70 (t, J- 7.4 Hz, 1 H), 3.64 - 3.49 (in, 4 H), 2.98 (q, .7=6.6 Hz, 1 H), 2.81 (It, .fol 2.6, 3.1 Hz. 2 H), 2.59 - 2.67 (m, 2 H), 2.34 (dd, 7=15.5, 7.9 Hz, 5 H). 1 .97 (s, 3 H), 1.78 - 1.92 (m, 2 H), 1.74 - 1.78 (m, 2 H), 1 .7! (s, 3 H).

[00915] Compounds in Table 2-1 were prepared following the procedure described for Method 1. using appropriate starting materials. All starting materials are commercially available or are described in the Intermediates scotion above.

'Table 2-1

Method 2

Example 17: l-(4-((7aS,8R)-4-(Difluoroniethyl)-2-(4-(2-(3-methoxy'-3-oxe tanyl)-4-met1iyl-3- py'ridinyl)*l-piperidinyl)-5,6,7,7a,8,9-hexaliydroazeto[l,2- a]pyrido[3,4*f|azepin-8-yl)-l-piperazinyl)* 2-propen-l-one

[00916] Step 1 . (7aS,8R)-4-(Difluoromethyl)-2-(4-(2-(3-methoxyoxetan-3-yl)-4 -methylpyridin-3- yl)piperidin-l"yl)-8-(piperazin-l-yl)-.5,6,7,7a,8,9-hexahydr oazeto[l,2-a]pyrido[3,4-f]azepine, Intermediate 17.1. To a stirred solution of Intermediate 1.2 (60 g. 86 mmol) in IP A (420 mL) and THF (840 mL), palladium on activated carbon (10 wt% dry, 18.22 g, 17.12 mmol) was added, and the solution was degassed thoroughly ⁷ and stirred under H? atmosphere (14 psi) for 96 h at rt. The reaction mixture was filtered, washed with 10% MeOH in DCM (1000 mL), and concentrated to give Intermediate 17.1 (47 g, 83 mmol, 97% yield), m/z (ESI): 569.3 (M+ H)’. ’HNMR (400 MHz, DMSO-J«): 6 (ppm) 8.29 (d, ./ = 4.9 Hz, 1H), 7.18 (d, J = 5.0 Hz. 1H), 6.70 (t, J= 54.8 Hz, 1H), 5.93 (s, 1H), 5.14 (d, J - 7.1 Hz, 2H), 4.81 (d, J == 7.1 Hz, 21 h. 4.48 - 4.32 (m, 2H), 3.75 - 3.60 (m. 3H), 3.06 - 2.98 (m, 1H), 2.96 (s, 3H). 2.80 (q, J = 6.6 Hz, 1H). 2 75 - 2.60 (m, 7H), 2.39 (s, 4H), 2.41 - 2.32 (m, 4t h. 2.14 - 1.99 (m, 3H), 1.94 - 1.69 (m, 3H), 1.58 (d, J- 11.9 Hz, 2H). 1.40 (s, 1H).

[00917] Step 2. (7aS,8R)-4-(Pifluoromethyl)-2-(4-(2-(3-methoxyoxetan-3-yl)-4 -methylpyridin-3- yl)piperidin-l-yl)-8-(piperazin-l-yl)-5,6,7,7a,8,9-hexahydro azeto[l,2-a]pyrido[3,4-f]azepine,

Compound 1-017. To a stirred solution of Intermediate 17.1 (120 g, 211 mmol) in NMP (1200 mL) was added K2CO3 (291 g, 211 mmol) at -15 °C and stirred for 15 min. At - 15 °C, a solution of acry loyl chloride (22.91 g, 253 mrnol) in NMP (60 mL) was added dropwise, and lite reaction mixture was stirred for 15 tnin. Tire reaction mixture was slowly quenched with crushed ice water (5000 tnL), stiired for 10 min, and extracted with EtOAc (2 x 5000 mL). The combined organic extracts were washed with water (3 x 5000 mL) followed by brine (5000 mL), dried with NaaSCfi, filtered, and concentrated. The crude material was purified by flash chromatography eluting with 0 to 3% MeOH in EtOAc to give l-(4-((7aS,8R)-4-(difluorometliyl)-2-(4-(2-(3-metlioxyoxetan -3’yI)-4- metliylpyridin-3-yl)piperidin-l-yl)-5,6,7,7a,8,9-hexahydroaz eto[l,2-a]pyridoj3,4-f]azepin-8- yl)piperazin-l-yl)prop-2-en-l-one, Compound 1-017 (110 g, 176 mmol, 83% yield), m/z (ESI): 623.3 (M+H)L ^; H NMR (400 MHz, DMSO-4;): 6 (ppm) 8.28 (d, J = 4.9 Hz, 1 H). 7.17 (d, J = 5.0 Hz, 1 H). 6.80 (dd, J = 16.9, 10.7 Hz, 1H), 6.63 (d, ,7 = 54.8 Hz, 1H), 6.11 (dd, 7 = 16.7, 2.4 Hz, 1H), 5.94 (s, 1H), 5.68 (dd, .7 = 10.4, 2.4 Hz, 1H), 5. 14 (d, J = 7.1 Hz. 2H), 4.81 (d. J= 7.1 Hz, 2H), 4.50 - 4.25 (m, 2H), 3.78 - 3.64 (m, 3H), 3.55 (d, 10.7 Hz, 4H), 3.08 - 2.95 (m, 4H), 2.89 (q, J = 6.5 Hz, 1H),

2.71 (h, J -- 12.6, 11.8 Hz, 3H), 2.35 - 2.24 (m, 8H). 2.13 - 1.95 (m, 2H), 1.97 - 1.70 (m, 3H), 1.58 (d, J = 12.6 Hz, 2H), 1 .40 (d, J = 11 .3 Hz, 1 H).

Example 18: l-(4-((7aS,8R)-4-(Difluoromethyl)-2-(4-(4-metliyl-l-(3-metli yloxettui-3-yl)-lH-pyrazol-

5-yl)piperidin- l-yl)-5,6,7,7a,8,9-hexahydroazeto[l,2-a]pyrido[3,4-f]azepin- 8-y])piperazin-l-yl)prop-

2-en-l-one

[00918] Step 1. (7aS,8R)-4-(Difluoromethyl)-2-(4-(4-methyl-l -(3-methyloxetan-3-yl)-lH-pyrazol- 5-yl)piperidin-]-yl)-8-(piperaztn-l-y])-5 _> 6,7.7a,8,9-hexahydroazeto[1.2-a]pyrido[3,4-f]azeptne.

Intermediate 18.1. To a stirred solution of Intermediate 3.2 (24 g, 35.6 mmol) in IP A (220 mL) and THF (330 mL) was added palladium on activated carbon (10 wt% dry basis. 10.42 g). The reaction mixture was degassed thoroughly ⁷ and stirred under H ₂ pressure (14 psi) for 16 h at rt. The reaction mixture was filtered, washed with 10% MeOH in DCM (2.0 L) and concentrated. The crude w as purified by Prep HPLC (X Bridge C8 (100 x 19) mm 5.0 um column with a mobile phase of 0.1% ammonia in water and ACN using a flow rate of 15 mL/min to afford Intermediate 18.1 (12.0 g, 63% yield), m/z (ESI): 542.3 (M+H) ⁺ . ^! H NMR (400 MHz, DMSO-rC): 5 (ppm) 7.18 (s, 1H), 6.70 (t, J === 54 Hz, 1H), 5.92 (s, 1H), 5.07 (d, J = 6.2 Hz, 2H), 4 65 (d, .7= 6.4 Hz, 2H), 4 39 (t, 10.6 Hz, 2H), 3.70 (t, .7= 7,6 Hz, IH), 3,70-3 60 (m, 2H), 3.01 (dd, J = 14.6, 8.6 Hz, IH), 2.84 - 2.64 (m, 7H), 2.39 - 2.15 (m, 711), 1.98 (s, 3H), 1.93-1.72 (m, 7H), 1.71 (s, 3H), 1.45 - 1.31 (m, IH).

[00919] Step 2. l-(4-((7aS,8R)-4-(Difluoromethyl)-2-(4-(4-methyI-l -(3~rnethyloxetan-3-yl)-lH- pyrazol-5-yl)piperidin-l-yl)-5,6,7,7a,8,9-hexahydroazeto[l,2 -a]pyrido[3,4-f]azepin-8-yl)pipera2dn-l- yl)prop-2-en-l-otie, Compound 1-018. To a stirred solution of Intermediate 18.1 (12 g, 22 15 mmol) in NMP (120 ml) at 0 °C was added KjCCh (61.2 g, 443 mmol) and stirred for 10 mm. Acryloyl chloride (2,2 mL, 26 6 mmol) was added to the reaction mixture and stirred for 10 min at 0 °C. The reaction mixture was quenched with ice cold water (200 mL) and extracted with EtOAc (2 x 500 mL). The combined organic extracts were washed with water (5 x 200 mL), dried with NaiSO^, filtered, and concentrated. The crude m aterial was purified by reverse -phase preparati ve HPLC (YMC column, 0.1% NIL in water/ACN, flow rate: 15 inL/min) to give Compound 1-018 (3.5 g, 44% yield), m/z (ESI): 596.4 (MrH)\ ^; H NMR (400 MHz, DMSO-cL): o (ppm) 7.18 (s, 1H), 6.51 - 6.87 (m, 2H), 6.1 1 (dd, .7=16.7, 2.4 Hz. 1H), 5.93 (s, IH), 5.68 (dd. .7=10,4, 2.4 Hz, IH), 5.07 (d, J=6,2 Hz, 2H), 4.52 -- 4.71 (m, 2H), 4.35 - 4.45 (m, 2H), 3.78 - 3.65 (m, 3H), 3.64 - 3.48 (in, 4H), 3.01 (t, J=11.7 Hz, IH), 2.89 (q, .7=6,6 Hz, 1 H), 2.75 (ft, .7=12,6, 2.7 Hz, 2H), 2.39 - 2 2.4 (m. 6H), 1.98 (s, 3H), 1.93 - 1.79 (m. 4H), 1.78 - 1.66 (m, 6H), 1.40 (d, ./ I 1.0 Hz, IH).

Example 19: l’(4"((7aS,8R)'4~(Ditluoron3ethyl)"2’((2R/4S)"2’niethy b4"(4--methyl--l--(3--oxeta]iyl)"IH-- pyrazol-5-yl)4-pipcridinyl)-5,6,7,7a,8,9-hcxahydroazcto[l,2- a]pyrido[3,4-f]azcpin-8-yl)-l- piperazinyl)-2 -propen-1 -one [00920] Step 1. (2R,4S)-2-methyl-4-(4-methy1-l-(oxetan-3-yl)-l H-pyrazoI-5-yl)piperidine trifluoroacetate. Intermediate 19.1. To a stirred solution of Intermediate B17 (7 g, 20.87 mmol) in DCM (140 mL) at 0 °C was added TFA (23.97 mL, 313 mmol). The reaction mixture was stirred at rt for 3 h. The reaction mixture was concentrated to provide Intermediate 19.1 (quantitative) as a TFA salt, m/z (ESI): 236.2 (M+H)C

[00921] Step 2. Benzyl 4-((7aS,8R)-4-(difluoromethyl)-2-((2R,4S)-2-methyl-4-(4-meth yl-l-(oxetan- 3-yl)-lH-pyrazol-5-yl)piperidin-l-yl)-7,7a,8,9-tetrahydroaze to[1.2-a]pyrido[3,4-f]azepm-8- yl)piperazine-l-carboxylate, Intermediate 19.2. To a stirred solution of Intermediate 19.1 (5.26 g, 15.79 mmol) in 1,4-dioxanc (300 mL), was added CsjCOz (51.5 g, 158 mmol) and stirred for 5 min. Then, Intermediate El (7,5 g, 15.79 mmol) was added, and the reaction mixture was purged with Nz for 2 min. Then, RuPhos Pd G1 (1.289 g, 1.579 mmol) was added followed by RuPhos (0.736 g, 1.58 mmol), and the reaction mixture was stirred for 16 h at 110 °C. The reaction mixture was diluted with water (200 mL) and extracted with EtOAc (3 x 200 mL). The combined organic extracts were washed with brine ( 100 mL), dried over NazSCh, filtered, and concentrated. The crude material was purified by chromatography , eluting with a gradient of 40-80% EtOAc in hexanes, to provide Intermediate 19.2 (3.7 g, 5.49 mmol, 35% yield), m/z (ESI): 674.3 (M+H)C

[00922] Step 3. (7aS,8R)-4-(Difluoromethyl)-2-((2R,4S)-2-methyl-4-(4-methyl- l-(oxetan-3-yl)-lH- pyrazoi-5-yI)pipcridin-l-yl)-8-(piperazin-l-yl)-5,6,7,7a,8,9 -hcxahydroazcto[l,2-a]pyrido[3,4- f]azepine, Intermediate 19.3. To a stirred solution of Intermediate 19.2 (3.7 g, 5.49 mmol) in IPA (55.5 mL) and THF (55.5 mL) w ^r as added palladium on activated carbon (10 wt% dry basis, 2.63 g, 2.47 mmol) under N? atmosphere. The reaction mixture was degassed and backfilled with Hj. The reaction was stirred under H? pressure (10 psi) at rt for 3 h. Then, the reaction was filtered, washed with 10% MeOH in DCM, and concentrated to afford Intermediate 19.3 (2.8 g, 5.17 mmol, 94% yield). Ht/2 (ESI): 542.1 (M+Hy .

[00923] Step 4. 1 -(4-((7aS,8R)-4-(Difluoromethyl)-2-((2R,4S)-2-methyl-4-(4-me thyl-l-(3- oxctanyl)-lH-pyrazol-5-yl)-I-pipcridinyl)-5,6,7,7a,8,9-hcxah ydroazcto[l,2-a]pyrido[3,4-f|azcpm-8- yl)-l-piperazinyl)-2-propen-l-one. Compound 1-019. To a stirred solution of Intermediate 19.3 (2.8 g, 5.17 mmol) in DCM (56.0 mL), was added DIPEA (4.51 mL, 25.8 mmol) at -78 °C and stirred for 5 min. Next, at -78 °C, acryloyl chloride (0.420 ml.,, 5.17 mmol) in DCM (10 mL) was added drop wise and stirred for 5 min. The reaction mixture was quenched with ice water (200 mL) and extracted with DCM (200 mL x 3 ). The combined organic extracts were washed with water, dried over NazSO* and concentrated. The crude was purified by pre-HPLC (Kinetex EVO Cl 8, NH ₃ in water/ ACN, flow rate 15 mL/min) to afford l-(4-((7aS,8R)-4-(difluoromethyl)-2-((2R,4S)-2-methyl-4-(4-m ethyl-i-(3- oxetanyl)-lH-pyrazol-5-yl)-l’piperidinyl)-5,6,7,7a,8,9-bex ahydroazeto[l,2-a]pyrido[3,4-f]azepin-8- yI)-l-piperazinyl)-2-propen-l-one, Compound 1-019 (1.6 g, 2.69 mmol, 52% yield), m/z (ESI): 596.2 (M+H) ⁺ . T-l NMR (400 MHz, DMSO-rtj) 5 (ppm) 7.30 (s, 1H). 6.88 - 6.52 (m, 2H), 6.11 (dd, J - 16.7, 2.4 Hz, 1H), 5.86 (s, IH), 5.76 - 5.64 (m, 2H), 4.98 (t, J= 6.2 Hz, IH), 4.89 (ddt, J = 10.0, 6.0,

3.3 Hz, 3H), 4.72 (s, IH), 4.28 (d, J - 13.2 Hz, IH), 3.78 - 3.62 (in, 3H), 3.62 - 3.47 (m, 4H), 3.17 (t, J = 12.4 Hz, IH), 3.08 - 2.84 (m, 3H), 2.34 (d, J = 8.5 Hz, 5H), 2.03 (s, 3H), 2.04 - 1.68 (m, 6H), 1.65 - 1.50 (m, IH), 1.39 (d, ,7 - 11.7 Hz, IH), 1.18 (d, ,/ 6.8 Hz, 3H).

Example 20: 1 -(4-((7aS,8R)-4-(Difluoromediyl)-2-((2R,4S)-2-methyl-4-(4-me thyl- 1 -((3S)-tetrahydro- 3-furanyl)-lH-pyrazoI-5-yi)-l-pipendiny])-5,6,7,7a,8,9-hexah ydroazeto[l,2-a]pyrido[3,4-f[azepin-8- yl) - 1 -piperazinyl)-2-propen- 1 -one

[00924] Step 1. (2R,4S)-2-Methyl-4-(4-methyl-l-((S)-tetrahydrofuran-3-yi)-lH -pyrazol-5- yl)piperidine trifluoroacetate. Intermediate 20.1 To a solution of Intermediate B19 (7.2 g, 20.60 mmol) in DCM (108 mL) at 0 °C. was added TFA (23.81 ml.,, 309 mmol). The reaction mixture was stirred at rt for 3 h and concentrated to provide Intermediate 20.1 as a TFA salt (7 g, 20.21 mmol, 98% yield). m/t; (ESI): 250.2 (M+H) ⁺ .

[00925] Step 2. Benzyl 4-((7aS,8R)-4-(difluoromethyl)-2-((2R,4S)-2-methyl-4-(4-meth yl-l-((S)- tetrahydroforan-3-yl)-lH-pyrazol- 5-yl)ptperidin-l-yl)’7.7a,8,9’tetra!iydroazeto[1.2-a]pyr tdo[3,4- f]azepin-8-yl)piperazine-l-carboxylate, Intermediate 20.2. To a stirred solution of Intermediate 20.1 (6.56 g, 18.95 mmol) and Intermediate El (6 g, 12.63 mmol) in 1,4-dioxane (180 mL), was added CsjCO;; (41.2 g, 126 mmol) and stirred for 5 min. The reaction mixture was purged by Nz for 5 min. Then, RuPbos (0.589 g, 1 .263 mmol) followed by RuPhos Pd G1 (1.031 g, 1.263 mmol) were added. The reaction mixture was stirred for 2 h at 110 °C. Then, the reaction mixture was dilated with water (300 mb) and extracted with EtOAc (3 x 300 tnL). The combined organic extracts were washed with brine (100 mb) and dried over NaiSOi. The solution was filtered and concentrated. The crude material was purified by chromatography, eluting with a gradient of 40% to 80% EtOAc in pet, ether to provide Intermediate 20.2 (5.2 g, 7.56 mmol, 60% yield), m/z (ESI): 688.3 (M+H) ⁺ .

[00926] Step 3. (7aS.8R)-4-(Difluoromethyl)-2-((2R,4S)-2-niethyl-4-(4-methyl -l-((S)- tetrahydrofuran-3-yl)-lH-pyrazol-5- yl)piperidin-l-yl)-8-(piperazin-l-yl)-5.6,7,7a,8,9- hcxahydroazcto[l,2-a]pyrido[3,4-f]azcpinc, Intermediate 20.3. A solution of intermediate 20.2 (6 g, 8.72 mmol) in IPA (60.0 mb) and THF (60.0 ml.,) was purged with JSfi for 5 min. Then, palladium on activated carbon (10 wt% dry basis, 3.71 g, 3.49 mmol) was added, and the reaction mixture was degassed and stirred under H> (14.7 psi) for 3 b at rt. The reaction mixture was filtered, washed with 10% MeOH in DCM and concentrated to proride Intermediate 20.3 (4.9 g, 8.82 mmol, 100% yield). m/z (ESI): 556.4 (Mt-H) ⁺ .

[00927] Step 4. 1 -(4-((7aS,8R)-4-(difluoromethyl)-2-((2R,4S)-2-raethyl-4-(4-m ethyi-l-((3S)- tetrahydro-3-furanyl)-lH-pyrazol-5-yl)-l-piperidinyl)-5,6,7, 7a,8,9-hexahydroazeto[l,2-a]pyrido[3,4- f]azepin-8-yl)-l-piperazinyl)-2-propea-l-one, Compound 1-020. To a solution of Intermediate 20.3 (4.9 g, 8.82 mmol) in DCM (98 mb), was added DIPEA (7.70 mb, 44.1 mmol) dropwisc at -78 °C and stirred for 5 min. Next, acryloyl chloride (0.860 mb, 10.58 mmol) in 5 mb DCM was added dropw isc at -78 °C and stirred for 15 min. The reaction mixture was quenched by see water (100 mb) arid extracted with DCM (2 x 200 mb). The combined organic extracts were dried over NarSO-i, filtered, and concentrated. The material was purified by RP-MPLC with 5-60% 0,01% NHj/water and ACN with a flow rate of 20 mb/mm to provide l-(4-((7aS,8R)-4-(difluoromethyl)-2-((2R,4S)-2- methyl"4-(4-methyl-l"((3S)-tetrahydro-3-furaiiyl)-lH-pyrazoi -5-yl)"l-piperidinyl)-5,6,7,7a,8,9- hexabydroazeto[L2-a]pyrido[3,4-f]azepin-8-yI)-l-piperazinyl) -2-propen-l-one, Compound 1-020 (2 4 g. 3.94 mmol, 45% yield), m/z (ESI): 610.4 (M+H) ⁺ . ^! H NMR (400 MHz, DMSO-da) 5 (ppm) 7.17 (s, 1H), 6.87 - 6.51 (m. 2H), 6.1 1 (dd,J = 16.7. 2.4 Hz. 1H), 5.86 (s, 1H), 5.68 (dd, J = 10.5, 2.4 Hz, 111), 5.12 (tt, J = 8.7, 4.8 Hz. 1H), 4.74 (br s, 1H), 4.29 (d, J = 13.1 Hz, 1H), 4.07 (dd. J = 8.8, 7.0 Hz, 1H), 3.97 (q, J = 7.4 Hz, 1H), 3.84 (ddd, J = 10.3. 8.2, 5.2 Hz, 2H), 3.70 (dt, J= 24.7, 7.7 Hz, 3H), 3.56 (t, .7 = 8.4 Hz, 4H), 3.37 (s. 1H), 3.14 - 2.92 (m„ 2H), 2.89 (q, .7 = 6.6 Hz, 1H), 2.42 - 2.23 (m. 6H), 2.19 (ddt. J = 12.3, 7.4. 5.1 Hz, 1H). 2.10 - 1.98 (m, 4H), 1.94 - 1.70 (m, 5H), 1.65 (d, J = 12.7 Hz. 1H). 1 39 (d. J= 11.5 Hz. 1H). 1.20 (d, J = 6.7 Hz. 3H).

Example 21: 1 -(4-((7aS,8R)-4-(Difluoromethyl)-2-((2R,4S)-4-(l-(2 -methoxy ethyl)-4-methyi-lH- pyrazol-.5-yl)-2-methyl-l-piperidinyr)-5,6,7,7a,8,9-hexahydr oazeto[l ,2-a]pyrjdo[3,4-f]azepin-8-yl)-l- piperaziny l)-2-propen- 1 -one

[00928] Step 1. (2R,4S)-4-(l-(2-Mcthoxycthyl)-4-mcthyl-l H-pyrazol-5-yl)-2-mcthylpipcridinc trifluoroacetate, Intermediate 21,1, To a solution of Intermediate B18 (7 g, 20,74 mmol) in DCM (105 mL), was added TFA (21 mL, 270 mmol) dropwise at 0 °C. The reaction mixture was stirred for 2 b at rt. The reaction mixture was concentrated, azeotroped with toluene (2 x 150 mL), washed with diethyl ether (2 x 150 mL), and dried to provide Intermediate 21.1 as a TFA salt (7 g, 20,94 mmol, 100% yield), m/z (ESI): 238.2 (M+H) ⁺ .

[00929] Step ?. Benzyl 4-((7aS,8R)-4-(difluorometbyl)-2-((2R _! 4S)-4-(l-(2-methoxyethyl)-4-methyi- lH-pyrazol-5-yl)-2-methylpsperidin-l- yl)-7,7a,8,9-tetrahydroazeto[l,2-a]pj'rido[3,4-f]azepin-8- yl)piperazinc-l -carboxylate, Intermediate 21.2. To a solution of Intermediate 21.1 (6.34 g, 18.95 mmol) in 1,4-dioxarte (180 mL), was added CS2CO3 (41.2 g, 126 mmol) and stirred for 5 min. Then, Intermediate El (6.00g, 12.63 mmol) was added, and the reaction mixture was purged by Nj for 2 min. Then, RuPhos (0.589 g, 1.263 mmol) was added followed by RuPhos Pd G1 (1.032 g, 1,263 mmol). The reaction mixture was stirred for 4 h at 110 °C. The reaction mixture w as diluted with water (350 mL) and extracted with EtOAc (3 x 250 mL). The combined organic extracts were washed w'ith brine (300 mL). dried over hiajSO-t, filtered, and concentrated The crude material was purified by chromatography, eluting with a gradient of 40% to 80% EtOAc in hexanes, to give Intermediate 21 .2 (3.9 g, 5.77 mmol, 46% yield), rn/z (ESI): 676.2 (M+H) ⁺ . [00930] Step 3. (7aS,8R)-4-(Difluoromethyl)-2-((2R,4S)-4-(l- (2-methoxyethyl)-4-metbyl-lH- pyrazol-5-yl)-2-methylpiperidin-l-yl)-8-(piperazin-l-yl)-5,6 ,7,7a,8,9- hexahydroazeto[l,2- a]pyrido[3,4-f|azepine, Intermediate 21.3. A solution of benzyl 4-((7aS,8R)-4-(difluorometbyl)-2- ((2R,4S)-4-(l-(2- methoxy ethyl)-4-methyl-iII-pyrazol-5-yl)-2-methylpiperidin-l-yi)-7, 7a,8, 9- telrahydroazeto[l,2-a]pyrido[3,4- f]azepin-8-yl)piperaziiie-l-carboxylale (3.9 g, 5.77 mmol) in IP A (58.5 mL) and THF (58.5 mL) was purged with N ₂ for 5 minutes. Then, palladium on activated carbon (10 wt%, 1.84 g, 1.73 mmol) was added, and the reaction mixture was degassed thoroughly and stirred tinder atmospheric H ₂ pressure for 3 h at rt. The mixture was filtered through a bed of celite. washed with 15% MeOH in DCM (750 mL), and concentrated to provide crude Intermediate 2.1.3 that was taken to next step, m/z (ESI): 544.3 (M+H) ⁺ .

[00931] Step 4. l-(4-((7aS,8R)-4-(Sifluoromethyl)-2-((2R,4S)-4-(l -(2 -methoxy ethyl)-4-methyl-lH- pyTazol-5-yl)-2-methyl-l-piperidinyl)-5,6,7,7a,8,9-bexahydro azeto[l,2-a]pyrido[3,4-f]azepi»’8-yl)-l- piperazinyl)-2-propen-l-one, Compound 1-021. To a solution of Intermediate 21.3 (3.2 g, 5.89 mmol) in DCM (32.0 mL) was added DIPEA (5.14 mL, 29.4 mmol) dropwise at 0 °C. After, acryloyl chloride (0.574 mL, 7.06 mmol) in 1 mL DCM was added at - 78 °C, and the reaction mixture was stirred for 20 mm at -78 °C. The reaction mixture was quenched by ice cold water (75 mL) and extracted with DCM (2 x 50 mL). The combined organic extract were dried overNaj.SCL, filtered, and concentrated. The crude mixture was purified by RP-MPLC Buchi C 18- 120 g Column with a mobile phase of A: 0.01% ammonia in water B:- ACN using a flow rate of 20 mL/min to provide l-(4- ((7aS.8R)-4-(diiluoroniethyl)-2-((2R,4S)-4-(l-(2-methoxyethy l)-4-methyl-lH-pyrazoi-5-yl)-2- methyl-l-piperidinyl)-5,6.7.7a,8,9-hexahydroazeto[l,2-a]pyri do[3,4-f|azepin-8-yl)-l-piperazinyl)-2- propen-l-one, Compound 1-021 (2.4 g, 37% yield), m z (ESI): 598 2. (M+H) ⁺ . ^! HNMR (400 MHz, DMSO-rfc) 6 (ppm) 7.13 (s, 1 H ), 6.59 - 6.90 (m, 2H), 6. 1 1 (dd, J = 16.7, 2.4 Hz, 1 H), 5.87 (s, IH). 5.68 (dd. J ---- 10.4, 2.4 Hz, 1H), 4.73 (br s. 1H), 4.08 - 4.38 (m. 3H), 3.43 - 3.80 (m, 9H), 3.29 (s, IH). 3.16 (s, 3H), 2.80 - 3.07 (m. 3H), 2.39 - 2.27 (br s, 5H). 2.08 - 1.98 (m, 4H). 1 .53 - 1 .96 (m. 6H), 1.39 (d, J - 12.1 Hz, IH), 1.17 (d, J- 6.7 Hz, 3H).

[00932] Compounds in Table 2-2 were prepared following the procedure described in Method 2, using appropriate starting materials. All starting materials are commercially available or are described in the Intermediates section above.

Table 2-2

Method 3

Example 67: 1 -(4-((7aS,8R)-4-(Difluorometliyl)-2-(4-(2-(l -metboxycyclopropyl)-4-methyl-3- pyridinyl)-l-piperidinyl)-5.6,7,7a,8,9-hexahydroazeto[l,2-a] pyrido[3,4-f]azepin-8-yl)-l-piperazinyl)- 2-propen-l-one

[00933] Step I . 2-(l-Metiiox\ ^r cyclopropyl)-4-metijyl-3-(piperidm-4-yl)pyridme trifluoroacetate,

Intermediate 67.1. To a solution of Intermediate B5 (250 mg, 0.722 mmol) in DCM (2.0 mL) was added TFA (383 mg, 3.35 mmol), and the reaction mixture was stirred at rt for 30 min. The reaction mixture was concentrated to afford Intermediate 67.1 as a TFA salt. m/z (ESI): 247.0 (M+H) ⁺ . [00934] Step 2. tert-Butyl 4-((7aS,8R)-4-(difluoromethyl)-2-(4-(2-(1-methoxycyclopropyl )-4- methylpyridin-3-yl)piperidin-1-yl)-5,6,7,7a,8,9-hexahydroaze to[1,2-a]pyrido[3,4-f]azepin-8- yl)piperazine-1-carboxylate, Intermediate 67.2. The crude product from Step 1 was redissolved in THF (7.0 mL), and NaO ^t Bu (693 mg, 7.22 mmol, Sigma-Aldrich Corporation) was added. The mixture was stirred at rt for 15 min. To the reaction mixture was added a solution of RuPhos Pd G3 (61.4 mg, 0.072 mmol, AA Blocks LLC) and Intermediate E8 (320 mg, 0.722 mmol) in THF (3 mL), and the reaction mixture was heated to 80 °C and stirred for 1 h. The reaction mixture was diluted with sat. aq. NH ₄ Cl and EtOAc, and the layers were separated. The aqueous layer was extracted with EtOAc and the combined organic extracts were washed with brine, dried over Na ₂ SO ₄ , filtered, and concentrated. The crude material was purified by chromatography eluting with a gradient of 0% to 40% EtOAc in heptane, to provide Intermediate 67.2 (0.353 g, 0.541 mmol, 75% yield). m/z (ESI): 653.2 (M+H) ⁺ . [00935] Step 3. (7aS,8R)-4-(Difluoromethyl)-2-(4-(2-(1-methoxycyclopropyl)-4 -methylpyridin-3- yl)piperidin-1-yl)-8-(piperazin-1-yl)-5,6,7,7a,8,9-hexahydro azeto[1,2-a]pyrido[3,4-f]azepine, Intermediate 67.3. To a solution of Intermediate 67.2 (0.353 g, 0.541 mmol) in DCM (3 mL) was added TFA (1 mL, 13.42 mmol) and the reaction mixture was stirred at rt for 30 min. The reaction mixture was concentrated, redissolved in EtOAc, washed with sat. aq. Na ₂ CO ₃ , and extracted with EtOAc/EtOH (3:1). The organic extracts were washed with brine, dried over Na2SO4, filtered, and concentrated in vacuo. The crude material was purified by chromatography, eluting with a gradient of 0% to 20% MeOH in DCM, to provide Intermediate 67.3 (132 mg, 0.239 mmol, 44% yield). m/z (ESI): 553.0 (M+H) ⁺ . [00936] Step 4.1-(4-((7aS,8R)-4-(Difluoromethyl)-2-(4-(2-(1-methoxycyclop ropyl)-4-methyl-3- pyridinyl)-1-piperidinyl)-5,6,7,7a,8,9-hexahydroazeto[1,2-a] pyrido[3,4-f]azepin-8-yl)-1-piperazinyl)- 2-propen-1-one, Compound 1-067. To a solution of Intermediate 67.3 (98 mg, 0.177 mmol) in DCM (3 mL) was added acryloyl chloride (0.2 M solution in DCM, 0.887 mL, 0.177 mmol, Sigma-Aldrich Corporation), and the reaction mixture was stirred at rt for 30 min. The reaction mixture was concentrated in vacuo. The crude material was purified by chromatography eluting with a gradient of 0% to 80% EtOAc/EtOH (3:1) in heptane to provide 1-(4-((7aS,8R)-4-(difluoromethyl)-2-(4-(2-(1- methoxycyclopropyl)-4-methyl-3-pyridinyl)-1-piperidinyl)-5,6 ,7,7a,8,9-hexahydroazeto[1,2- a]pyrido[3,4-f]azepin-8-yl)-1-piperazinyl)-2-propen-1-one, Compound 1-067 (46.3 mg, 0.076 mmol, 43% yield). m/z (ESI): 607.0 (M+H) ⁺ . ¹ H NMR (CDCl ₃ , 400 MHz) δ (ppm) 8.24 (d, J=5.0 Hz, 1 H), 6.98 (d, J=5.0 Hz, 1 H), 6.35 - 6.67 (m, 2 H), 6.30 (dd, J=16.8, 1.8 Hz, 1 H), 5.80 (s, 1 H), 5.71 (dd, J=10.6, 1.8 Hz, 1 H), 4.37 - 4.49 (m, 2 H), 3.95 - 4.06 (m, 1 H), 3.56 - 3.80 (m, 7 H), 3.18 - 3.26 (m, 1 H), 3.17 (s, 3 H), 2.86 - 2.99 (m, 3 H), 2.39 - 2.49 (m, 8 H), 2.16 - 2.31 (m, 2 H), 1.79 - 2.05 (m, 3 H), 1.73 (br d, J=11.9 Hz, 2 H), 1.40 - 1.50 (m, 1 H), 1.10 - 1.20; ¹⁹ F NMR (CDCl ₃ , 377 MHz) δ (ppm) - 110.54 (d, 2 F, J=75.4 Hz). [00937] Compounds in Table 2-3 were prepared following the procedure described in Method 3, using appropriate starting materials. All starting materials are commercially available or are described in the Intermediates section above. Table 2-3 Compound _{Chemical Structure & Nam} ^{LCMS: (ESI + ve ion) m/z;} # _{e NMR Comments} 37 c s 12 4. s CDCl ₃ ) δ (ppm) -115.10 - - 105.43 (m, 2 F). Example 75: 1-(4-((7aS,8R)-4-(Difluoromethyl)-6,6-difluoro-2-(4-(2-(3-me thoxy-3-oxetanyl)-4- methyl-3-pyridinyl)-1-piperidinyl)-5,6,7,7a,8,9-hexahydroaze to[1,2-a]pyrido[3,4-f]azepin-8-yl)-1- piperazinyl)-2-propen-1-one; Example 76: 1-(4-((7aS,8R)-4-(Difluoromethyl)-6-fluoro-2-(4-(2-(3-methox y-3-oxetanyl)-4-methyl- 3-pyridinyl)-1-piperidinyl)-7,7a,8,9-tetrahydroazeto[1,2-a]p yrido[3,4-f]azepin-8-yl)-1-piperazinyl)-2- propen-1-one; Example 77: 1-(4-((6R,7aS,8R)-4-(Difluoromethyl)-6-fluoro-2-(4-(2-(3-met hoxy-3-oxetanyl)-4- methyl-3-pyridinyl)-1-piperidinyl)-5,6,7,7a,8,9-hexahydroaze to[1,2-a]pyrido[3,4-f]azepin-8-yl)-1- piperazinyl)-2-propen-1-one [ ] tep . enzy -((7a , )- - ( uoromet y )- , - uoro- -( -( -( -met oxyoxetan- - yl)-4-methylpyridin-3-yl)piperidin-1-yl)-5,6,7,7a,8,9- hexahydroazeto[1,2-a]pyrido[3,4-f]azepin-8- yl)piperazine-1-carboxylate, Intermediate 75.1. To a solution of Intermediate B1-1 (TFA salt) (53 mg, 0.141 mmol) in 1,4-dioxane (1.3 mL), was added RuPhos Pd G3 (15 mg, 0.018 mmol, Strem Chemicals, Inc.), Cs ₂ CO ₃ (110 mg, 0.34 mmol, Strem Chemicals, Inc.), and Intermediate E10 (58 mg, 0.113 mmol) and stirred at 100 °C for 1.5 h. The reaction mixture was quenched by water (1 mL) and extracted with EtOAc (3 x 1 mL). The combined organic extracts were washed with brine, dried over Na ₂ SO ₄ , and concentrated. The crude material was purified by column chromatography eluting with acetone in heptane (5-80%) to give Intermediate 75.1 (80 mg, 0.108 mmol). m/z (ESI): 738.8 (M+H) ⁺ . [00939] Step 2. (7aS,8R)-4-(Difluoromethyl)-6,6-difluoro-2-(4-(2-(3-methoxyo xetan-3-yl)-4- methylpyridin-3-yl)piperidin-1-yl)-8-(piperazin-1-yl)-5,6,7, 7a,8,9-hexahydroazeto[1,2-a]pyrido[3,4- f]azepine, Intermediate 75.2. To a solution of Intermediate 75.1 (78 mg, 0.108 mmol) in IPA (0.5 mL) and EtOAc (1.5 mL), was added ammonium formate (34.1 mg, 0.541 mmol), and 10 wt% palladium on activated carbon (17 mg, 0.016 mmol, Sigma- Aldrich Corporation). The reaction mixture was stirred at 45 °C for 1 h, filtered and concentrated to give Intermediate 75.2. m/z (ESI): 605.0 (M+H) ⁺ . [00940] Step 3.1-(4-((7aS,8R)-4-(Difluoromethyl)-6,6-difluoro-2-(4-(2-(3- methoxyoxetan-3-yl)-4- methylpyridin-3-yl)piperidin-1-yl)-5,6,7,7a,8,9-hexahydroaze to[1,2-a]pyrido[3,4-f]azepin-8- yl)piperazin-1-yl)prop-2-en-1-one, Compound 1-075. The reaction mixture from Step 2 was dissolved in DCM (2 mL), and Et ₃ N (0.02 mL, 0.142 mmol), and 0.2 M acrylic anhydride solution in DCM (0.541 mL, 0.108 mmol, Sigma-Aldrich Corporation) at 0 °C was added. The reaction mixture was stirred for 15 min. The crude material was purified by column chromatography, eluting with acetone in heptane (15%-70%). The crude material was purified by reverse-phase preparative HPLC using a Phenomenex Gemini column, 10 micron, C18, 100 Å, 150 x 30 mm, 0.1% TFA in ACN/water, gradient 10% to 90% over 15 min to obtain a 1 ^st eluting isomer, a 2 ^nd eluting isomer, and a 3 ^rd eluting isomer. [00941] The identity of the isomers was assigned to be Compound 1-075 (20 mg, 0.030 mmol, 28% yield) as the 1 ^st eluting isomer, Compound 1-076 (20 mg, 0.031 mmol 29% yield) as the 2 ^nd eluting isomer, and Compound 1-077 (10 mg, 0.016 mmol, 3% yield) as the 3 ^rd eluting isomer. 1 ^st Eluting isomer: m/z (ESI): 659.0 (M+H) ⁺ . ¹ H NMR (400 MHz, CDCl ₃ ) δ (ppm) 8.31 (d, J=5.0 Hz, 1 H), 7.04 (d, J=5.0 Hz, 1 H), 6.57 (dd, J=16.8, 10.6 Hz, 1 H), 6.50 (t, J=55.0 Hz, 1 H), 6.32 (dd, J=16.8, 1.8 Hz, 1 H), 5.79 (s, 1 H), 5.73 (dd, J=10.7, 1.9 Hz, 1 H), 5.29 (d, J=6.9 Hz, 2 H), 4.93 (d, J=6.9 Hz, 2 H), 4.39 - 4.51 (m, 2 H), 4.00 (br dd, J=11.4, 5.3 Hz, 1 H), 3.74 - 3.88 (m, 3 H), 3.49 - 3.71 (m, 4 H), 3.10 - 3.24 (m, 1 H), 3.08 (s, 3 H), 3.04 (q, J=6.5 Hz, 1 H), 2.73 - 2.89 (m, 3 H), 2.46 (s, 4 H), 2.13 - 2.27 (m, 2 H), 2.07 - 2.55 (m, 3 H), 1.67 (br d, J=12.1 Hz, 2 H). ¹⁹ F NMR (376 MHz, CDCl ₃ ) δ (ppm) -99.06 - -87.55 (m, 2 F), -111.67 - -108.08 (m, 2 F); 2 ^nd Eluting isomer: m/z (ESI): 639.0 (M+H) ⁺ . ¹ H NMR (400 MHz, CDCl3) δ (ppm) 8.33 (d, J=5.0 Hz, 1 H), 8.30 (d, J=4.8 Hz, 1 H), 7.04 (d, J=5.0 Hz, 1 H), 6.75 (br d, J=27.4 Hz, 1 H), 6.53 - 6.61 (m, 1 H), 6.52 (br t, J=54.9 Hz, 1 H), 6.32 (dd, J=16.8, 1.7 Hz, 1 H), 5.74 (dd, J=10.6, 1.7 Hz, 1 H), 5.69 (s, 1 H), 5.29 (br d, J=6.8 Hz, 2 H), 4.93 (d, J=6.8 Hz, 2 H), 4.45 (br dd, J=41.7, 12.9 Hz, 2 H), 3.98 (t, J=6.8 Hz, 1 H), 3.89 - 3.96 (m, 1 H), 3.50 - 3.85 (m, 6 H), 3.07 (s, 3 H), 3.02 - 3.10 (m, 2 H), 2.73- 2.90 (m, 4 H), 2.45 (s, 3 H), 2.35 - 2.55 (m, 2 H), 2.21 - 2.29 (m, 1 H), 2.12 - 2.19 (m, 1 H), 1.67 (br s, 2 H); ¹⁹ F NMR (376 MHz, CDCl ₃ ) δ (ppm) -90.03 - -89.46 (m, 1 F), -113.14 - -109.71 (m, 2 F); 3 ^rd Eluting isomer: m/z (ESI): = 641.4 (M+H) ⁺ . ¹ H NMR (500 MHz, DMSO-d ₆ ) δ (ppm) 8.30 (d, J=4.8 Hz, 1 H), 7.19 (d, J=5.1 Hz, 1 H), 6.85 (dd, J=16.7, 10.4 Hz, 1 H), 6.65 - 6.91 (m, 1 H), 6.18 (dd, J=16.7, 2.1 Hz, 1 H), 6.02 (s, 1 H), 5.71 - 5.83 (m, 1 H), 5.15 (br d, J=6.9 Hz, 2 H), 4.81 (d, J=7.3 Hz, 3 H), 4.45 (br t, J=13.1 Hz, 2 H), 3.57 - 4.17 (m, 6 H), 3.16 - 3.31 (m, 1 H), 2.96 (s, 3 H), 2.92 - 3.09 (m, 3 H), 2.63 - 2.90 (m, 5 H), 2.53 - 2.57 (m, 1 H), 2.41 - 2.47 (m, 1 H), 2.39 (s, 3 H), 2.01 - 2.17 (m, 3 H), 1.61 (br d, J=11.9 Hz, 2 H). [00942] Compounds in Table 2-4 were prepared following the procedure described in Method 4, using appropriate starting materials. All starting materials are commercially available or are described in the Intermediates section above. Table 2-4 Compound _{Chemical Structure & Name} ^{LCMS: (ESI + ve ion) m/z;} _Comments s as nt s as nt Method 5 Example 86: 1-(4-((7aS,8R)-4-(Difluoromethyl)-2-(4-(5-methyl-3-(2-oxa-6- azaspiro[3.3]heptan-6- yl)-4-pyridazinyl)-1-piperidinyl)-7,7a,8,9-tetrahydroazeto[1 ,2-a]pyrido[3,4-f]azepin-8-yl)-1- piperazinyl)-2-propen-1-one . , azaspiro[3.3]heptan-6-yl)pyridazin-4-yl)piperidin-1-yl)-7,7a ,8,9- tetrahydroazeto[1,2-a]pyrido[3,4- f]azepin-8-yl)piperazine-1-carboxylate, Intermediate 86.1. Intermediate B45 (295 mg, 1.07 mmol) was dissolved in degassed dioxane (8 mL), and S Phos Pd G3 (77 mg, 0.089 mmol, Sigma-Aldrich Corporation), Cs ₂ CO ₃ (1458 mg, 4.47 mmol), and Intermediate E1 (425 mg, 0.895 mmol) were added. The reaction mixture was degassed by sparging with N ₂ for 15 min and, then, heated to 80 °C for 3 h. The reaction mixture was diluted with water and EtOAc, and the layers were separated. The aqueous layer was extracted with EtOAc, and the combined organic extracts were washed with brine, dried over Na ₂ SO ₄ , filtered, and concentrated. The crude material was purified by column chromatography, eluting with a gradient of 0% to 70% (3:1 EtOAc/EtOH) in heptane to afford Intermediate 86.1 (300 mg, 0.421 mmol, 47% yield). m/z (ESI): 713.4 (M+H) ⁺ . [00944] Step 2.6-(4-(1-((7aS,8R)-4-(Difluoromethyl)-8-(piperazin-1-yl)-7, 7a,8,9- tetrahydroazeto[1,2-a]pyrido[3,4-f]azepin-2-yl)piperidin-4-y l)-5-methylpyridazin-3-yl)-2-oxa-6- azaspiro[3.3]heptane, Intermediate 86.2. A solution of Intermediate 86.1 (120 mg, 0.168 mmol) in ⁱ PrOH (15 mL) was purged with N2 followed by the addition of ammonium formate (106 mg, 1.683 mmol, Fisher Scientific), and palladium on activated carbon (10 wt%, 36 mg, 0.034 mmol, Oakwood Products, Inc.) and the resulting mixture was heated at 50 °C for 20 min. The reaction mixture was filtered, concentrated, diluted with brine, and extracted with DCM. The combined organics were dried over Na ₂ SO ₄ , filtered, concentrated, and purified by chromatography, eluting with a gradient of 0- 25% MeOH in DCM to afford Intermediate 86.2. m/z (ESI): 579.4 (M+H) ⁺ . ¹ H NMR (500 MHz, CDCl ₃ ) δ (ppm) 8.44 (s, 1 H), 6.80 - 6.91 (m, 1 H), 6.41 - 6.72 (m, 1 H), 5.75 - 5.81 (m, 1 H), 5.63 (s, 1 H), 4.88 (s, 4 H), 4.44 - 4.57 (m, 2 H), 4.37 (s, 4 H), 3.94 - 4.00 (m, 2 H), 3.70 (t, J=7.1 Hz, 1 H), 2.82 - 3.02 (m, 9 H), 2.72 - 2.79 (m, 1 H), 2.62 - 2.70 (m, 1 H), 2.32 - 2.43 (m, 7 H), 2.13 - 2.28 (m, 2 H), 1.68 - 1.75 (m, 2 H). ¹⁹ F NMR (471 MHz, CDCl ₃ ) δ (ppm) -111.89 - -110.04 (m, 2 F). [00945] Step 3.1-(4-((7aS,8R)-4-(Difluoromethyl)-2-(4-(5-methyl-3-(2-oxa- 6-azaspiro[3.3]heptan- 6-yl)pyridazin-4-yl)piperidin-1-yl)-7,7a,8,9-tetrahydroazeto [1,2-a]pyrido[3,4-f]azepin-8-yl)piperazin- 1-yl)prop-2-en-1-one, Compound 1-086. To a solution of Intermediate 86.2 in DCM (10 mL) at rt was added dropwise acryloyl chloride 0.2 M in DCM (0.842 mL, 0.168 mmol, Sigma Aldrich), and the resulting mixture was stirred for 10 min, concentrated and purified by chromatography, eluting with a gradient of 0-20% MeOH in DCM to afford 1-(4-((7aS,8R)-4-(difluoromethyl)-2-(4-(5-methyl-3-(2- oxa-6-azaspiro[3.3]heptan-6-yl)-4-pyridazinyl)-1-piperidinyl )-7,7a,8,9-tetrahydroazeto[1,2- a]pyrido[3,4-f]azepin-8-yl)-1-piperazinyl)-2-propen-1-one, Compound 1-086 (42 mg, 0.066 mmol, 39% yield). m/z (ESI): 633.3 (M+H) ⁺ . ¹ H NMR (500 MHz, CDCl3) δ (ppm) 8.44 (s, 1 H), 6.86 (br d, J=12.5 Hz, 1 H), 6.43 - 6.71 (m, 2 H), 6.32 (dd, J=16.7, 1.8 Hz, 1 H), 5.72 - 5.81 (m, 2 H), 5.63 (s, 1 H), 4.88 (s, 4 H), 4.52 - 4.61 (m, 1 H), 4.42 - 4.51 (m, 1 H), 4.37 (s, 4 H), 3.96 - 4.02 (m, 2 H), 3.54 - 3.86 (m, 5 H), 2.84 - 3.04 (m, 4 H), 2.71 - 2.80 (m, 1 H), 2.61 - 2.70 (m, 1 H), 2.38 - 2.51 (m, 4 H), 2.34 (s, 3 H), 2.13 - 2.26 (m, 2 H), 1.67 - 1.77 (m, 2 H); ¹⁹ F NMR (471 MHz, CDCl ₃ ) δ (ppm) -111.85 - -110.09 (m, 2 F). [00946] Compounds in Table 2-5 were prepared following the procedure described in Method 5, using appropriate starting materials. All starting materials are commercially available or are described in the Intermediates section above. Table 2-5 Compound _Che ^{LCMS: (ESI + ve ion) m/z;} # _{mical Structure & Name NMR Comments} Example 97: 1-(4-((7aS,8R)-2-(4-(1-(2-Methoxyethyl)-4-methyl-1H-pyrazol- 5-yl)-1-piperidinyl)-4- (trifluoromethyl)-7,7a,8,9-tetrahydroazeto[1,2-a]pyrido[3,4- f]azepin-8-yl)-1-piperazinyl)-2-propen-1- one [0 097] Step . ( S,3S)-- y--(6-( -( -( -met oxyet y)--met y-H-pyrazo-5-y)pperdin-1- yl)-2-(trifluoromethyl)-3-vinylpyridin-4-yl)azetidin-3-ol, Intermediate 97.1. To a stirred solution of Intermediate F2 (2.0 g, 4.85 mmol) in DMA (8.0 mL) was added Cs ₂ CO ₃ (4.74 g, 14.55 mmol) and Intermediate A19 (1.427 g, 6.79 mmol). The resulting reaction mixture was stirred for 16 h at 90 °C. After, the reaction mixture was diluted with ice cold water and extracted with EtOAc (2 x 30 mL). The combined organic extracts were washed with brine (30 mL), dried over Na ₂ SO ₄ , filtered, and concentrated. The crude material was purified by chromatography, eluting with a gradient of 50-80% EtOAc in pet. ether to give Intermediate 97.1 (1.2 g, 2.37 mmol, 49% yield). m/z (ESI): 506.1 (M+H) ⁺ . [00948] Step 2. (2S,3S)-2-Allyl-1-(6-(4-(1-(2-methoxyethyl)-4-methyl-1H-pyra zol-5-yl)piperidin-1- yl)-2-(trifluoromethyl)-3-vinylpyridin-4-yl)azetidin-3-yl methanesulfonate, Intermediate 97.2. To a solution of Intermediate 97.1 (1.2 g, 2.37 mmol) in DCM at 0 °C was added Et3N (0.331 mL, 2.37 mmol) followed by MsCl (0.185 mL, 2.37 mmol) dropwise. The reaction mixture was stirred at 0 °C for 1 h. The volatiles were removed under vacuum, and the crude was purified by chromatography, eluting with a gradient of 60-80% EtOAc in pet. ether to provide Intermediate 97.2 (1.2 g, 2.056 mmol, 87% yield). m/z (ESI): 584.1 (M+H) ⁺ . [00949] Step 3.1-((2S,3R)-2-Allyl-1-(6-(4-(1-(2-methoxyethyl)-4-methyl-1H -pyrazol-5- yl)piperidin-1-yl)-2-(trifluoromethyl)-3-vinylpyridin-4-yl)a zetidin-3-yl)piperazine, Intermediate 97.3. To a solution of Intermediate 97.2 (0.813 g, 1.393 mmol) in NMP (12 mL), was added piperazine (1.2 g, 13.93 mmol). The reaction mixture was heated to 120 °C for 40 h, cooled to rt, water added to it, and extracted with EtOAc (20 mL x 3). The combined organic extracts were washed with water, brine, dried over Na ₂ SO ₄ and concentrated to provide Intermediate 97.3 (0.9 g). The crude product was used for the next step without further purification. m/z (ESI): 574.2 (M+H) ⁺ [00950] Step 4. tert-Butyl 4-((2S,3R)-2-allyl-1-(6-(4-(1-(2-methoxyethyl)-4-methyl-1H-p yrazol-5- yl)piperidin-1-yl)-2-(trifluoromethyl)-3-vinylpyridin-4-yl)a zetidin-3-yl)piperazine-1-carboxylate, Intermediate 97.4. To a stirred solution of Intermediate 97.3 (0.9 g, 1.57 mmol) in DCM (50 mL) at 0 °C was dropwise added Et ₃ N (0.656 mL, 4.71 mmol), and the mixture stirred for 5 min. Then, a solution of Boc-anhydride (0.728 mL, 3.14 mmol) in DCM (10 mL) was added dropwise at 0 °C, and the reaction stirred at rt for 16 h. After, water was added to the reaction mixture, and the mixture was extracted with DCM (20 mL x 3). The organic extracts were combined, dried over Na ₂ SO ₄ and concentrated. The crude material was purified by column chromatography to provide Intermediate 97.4 (0.30 g, 0.245 mmol, 16% yield) and tert-butyl 4-((2S,3S)-2-allyl-1-(6-(4-(1-(2-methoxyethyl)-4- methyl-1H-pyrazol-5-yl)piperidin-1-yl)-2-(trifluoromethyl)-3 -vinylpyridin-4-yl)azetidin-3- yl)piperazine-1-carboxylate (0.25 g, 0.371 mmol, 24% yield). m/z (ESI): 674.3 (M+H) ⁺ . [00951] Step 5. tert-Butyl 4-((7aS,8R)-2-(4-(1-(2-methoxyethyl)-4-methyl-1H-pyrazol-5- yl)piperidin-1-yl)-4-(trifluoromethyl)-7,7a,8,9-tetrahydroaz eto[1,2-a]pyrido[3,4-f]azepin-8- yl)piperazine-1-carboxylate, Intermediate 97.5. To a solution of Intermediate 97.4 (0.25 g, 0.371 mmol) in DCM (7.50 mL) at rt was added Grubbs II catalyst (0.031 g, 0.037 mmol), and the reaction mixture was heated at reflux and stirred for 16 h. Another portion of Grubbs II catalyst (20 mg) was added to the reaction mixture and stirred for another 24 h. The volatiles were evaporated, and the mixture was filtered, dried and purified by prep-HPLC (YMC, 0.1% NH ₃ in water/ACN, 15 mL/min flow rate) to provide Intermediate 97.5 (140 mg, 0.217 mmol, 58% yield). m/z (ESI): 646.3 (M+H) ⁺ . ¹ H NMR (400 MHz, DMSO-d ₆ ) δ (ppm) 7.12 (s, 1H), 6.46 (d, J = 12.8 Hz, 1H), 5.87 (s, 1H), 5.81 – 5.76 (m, 1H), 4.45 (t, J = 12.8 Hz, 2H), 4.22 (t, J = 5.2 Hz, 2H), 3.93 (t, J = 7.2 Hz, 1H), 3.80 (t, J = 6.4 Hz, 1H), 3.70 (t, J = 7.2 Hz, 1H), 3.61 (t, J = 5.2 Hz, 2H), 3.21 (s, 3H), 3.10-3.06 (m, 1H), 2.98- 2.92(m, 1H), 2.86 - 2.80 (m, 2H), 2.68-2.63 (m, 2H), 2.33-2.25 (m, 4H), 2.08 (s, 3H), 1.98 (s, 3H), 1.81-1.73 (m, 4H), 1.40 (s, 9H). [00952] Step 6: (7aS,8R)-2-(4-(1-(2-Methoxyethyl)-4-methyl-1H-pyrazol-5-yl)p iperidin-1-yl)-8- (piperazin-1-yl)-4-(trifluoromethyl)-7,7a,8,9-tetrahydroazet o[1,2-a]pyrido[3,4-f]azepine trifluoroacetate, Intermediate 97.6. To a solution of Intermediate 97.5 (50 mg, 0.077 mmol) in DCM (5 mL) was added TFA (0.05 mL) at 0 °C and the reaction mixture was stirred at rt for 2 h. The solvent was concentrated to afford Intermediate 97.6 (50 mg crude). The crude TFA salt was taken for next step without further purification. m/z (ESI): 546.3 (M+H) ⁺ . [00953] Step 7: 1-(4-((7aS,8S)-2-(4-(1-(2-Methoxyethyl)-4-methyl-1H-pyrazol- 5-yl)piperidin-1-yl)- 4-(trifluoromethyl)-7,7a,8,9-tetrahydroazeto[1,2-a]pyrido[3, 4-f]azepin-8-yl)piperazin-1-yl)prop-2-en- 1-one, Compound 1-097. To a stirred solution of Intermediate 97.6 (50 mg, 0.078 mmol) in DCM (5 mL) at -78 °C, was added DIPEA (50 mg, 0.389 mmol) followed by a solution of acryloyl chloride (95 μL, 0.086 mmol) in DCM (0.5 mL) dropwise. The reaction mixture was stirred at -78 °C for 5 min. After, the reaction mixture was quenched with water and extracted with DCM (2 x 20 mL). The combined organic extracts were washed with water (15 mL), brine (15 mL), dried over anhydrous Na ₂ SO ₄ , filtered, and concentrated. The crude product was purified through prep-HPLC (YMC, 0.1% NH ₃ in water/ACN, flow rate 15 mL/min) to provide 1-(4-((7aS,8R)-2-(4-(1-(2-methoxyethyl)-4- methyl-1H-pyrazol-5-yl)-1-piperidinyl)-4-(trifluoromethyl)-7 ,7a,8,9-tetrahydroazeto[1,2- a]pyrido[3,4-f]azepin-8-yl)-1-piperazinyl)-2-propen-1-one, Compound 1-097 (26 mg, 0.043 mmol, 56% yield). m/z (ESI): 600.3 (M+H) ⁺ . ¹ H NMR (400 MHz, DMSO-d6) δ (ppm) 7.13 (s, 1H), 6.81 (dd, J = 16.7, 10.5 Hz, 1H), 6.47 (d, J = 12.03 Hz, 1H), 6.11 (d, J = 16.4 Hz, 1H), 5.88 (s, 1H), 5.82-5.77 (m, 1H), 5.69 (d, J = 10.02 Hz, 1H), 4.45 (t, J = 11.6 Hz, 2H), 4.23 (t, J = 5.4 Hz, 2H), 3.95 (br s, 1H), 3.85 (br s, 1H), 3.74 (br s, 1H), 3.61 (t, J = 5.4 Hz, 2H), 3.55 (s, 4H), 3.21 (s, 3H), 3.07 - 3.04 (m, 2H), 2.85 (t, J = 12.1 Hz, 2H), 2.66 (s, 2H), 2.34-2.33 (s, 3H), 1.98 (s, 3H), 1.84-1.77 (m, 4H). [00954] Compounds in Table 2-6 were prepared following the procedure described in Method 6, using appropriate starting materials. All starting materials are commercially available or are described in the Intermediates section above. Table 2-6 Method 7 Example 101: 1-(4-((7aS,8R)-2-(4-(1-(2-methoxyethyl)-4-methyl-1H-pyrazol- 5-yl)-1-piperidinyl)-4- (trifluoromethyl)-7,7a,8,9-tetrahydroazeto[1,2-a]pyrimido[5, 4-f]azepin-8-yl)-1-piperazinyl)-2-propen- 1-one [0 . , - yl)piperidin-1-yl)-6-(trifluoromethyl)-5-vinylpyrimidin-4-yl )azetidin-3-yl)piperazine-1-carboxylate, Intermediate 101.1. To a solution of Intermediate F1 (0.6 g, 1.267 mmol) and Intermediate D1 (1.088 g, 2.53 mmol) in DMA (6.00 mL), was added DIPEA (4.43 mL, 25.3 mmol), and the reaction mixture was heated at 90 °C for 16 h. After, the reaction mixture was diluted with EtOAc (30 mL) and washed with brine (4 x 30 mL). The organic solution was dried over Na ₂ SO ₄ , filtered, and concentrated. The crude was purified by column chromatography, eluting with a gradient of 25-35% EtOAc/Pet ether to provide Intermediate 101.1 (0.51 g, 0.719 mmol, 57% yield). m/z (ESI): 709.2 (M+H) ⁺ . [00956] Step 2. Benzyl 4-((7aS,8R)-2-(4-(1-(2-methoxyethyl)-4-methyl-1H-pyrazol-5-y l)piperidin-1- yl)-4-(trifluoromethyl)-7,7a,8,9-tetrahydroazeto[1,2-a]pyrim ido[5,4-f]azepin-8-yl)piperazine-1- carboxylate, Intermediate 101.2. A solution of Intermediate 101.1 (0.51g, 0.719 mmol) in DCM (15.30 mL) was degassed under N ₂ for 5 min, and Grubbs II catalyst (0.061 g, 0.072 mmol) was added. The reaction mixture was refluxed for 40 h at 45 °C. The reaction was concentrated and purified by column chromatography, eluting with a gradient of 50% to 60% EtOAc in pet. ether, to provide Intermediate 101.2 (0.185 g, 0.272 mmol, 38% yield). m/z (ESI): 681.3 (M+H) ⁺ . ¹ H NMR (400 MHz, CDCl ₃ ) δ (ppm) 7.45 – 7.33 (m, 5H), 7.25 (s, 1H), 6.54 (d, J = 12.3 Hz, 1H), 5.80 – 5.65 (m, 1H), 5.16 (s, 2H), 4.98 (d, J = 13.1 Hz, 2H), 4.28 (t, J = 5.5 Hz, 2H), 4.14 – 3.93 (m, 3H), 3.74 (t, J = 5.5 Hz, 2H), 3.56 (s, 4H), 3.33 (s, 3H), 3.01 (p, J = 6.9, 6.3 Hz, 2H), 2.85 (t, J = 13.1 Hz, 2H), 2.66 (br s, 2H), 2.39 (s, 4H), 2.08 (s, 3H), 1.91 (t, J = 12.6 Hz, 2H), 1.82 (d, J = 12.8 Hz, 2H). [00957] Step 3. (7aS,8R)-2-(4-(1-(2-Methoxyethyl)-4-methyl-1H-pyrazol-5-yl)p iperidin-1-yl)-8- (piperazin-1-yl)-4-(trifluoromethyl)-7,7a,8,9-tetrahydroazet o[1,2-a]pyrimido[5,4-f]azepine, Intermediate 101.3. To a solution of Intermediate 101.2 (0.185 g, 0.272 mmol) in MeOH (4.63 mL) was added 10 wt% palladium on activated carbon (0.04 g, 0.376 mmol). The reaction mixture was then stirred under H ₂ atmosphere (bladder pressure) for 3 h at rt. Then, the reaction mixture was filtered and concentrated to provide crude Intermediate 101.3 (140 mg). The crude was used for next step reaction without further purification. m/z (ESI): 549.3 (M+H) ⁺ . ¹ H NMR (400 MHz, DMSO-d ₆ ) δ (ppm) 7.12 (s, 1H), 4.85 – 4.69 (m, 2H), 4.35 (s, 1H), 4.27 – 4.20 (m, 2H), 4.08 (dt, J = 33.9, 8.4 Hz, 2H), 3.91 – 3.67 (m, 2H), 3.61 (t, J = 5.3 Hz, 2H), 3.21 (d, J = 1.3 Hz, 3H), 3.14 – 2.77 (m, 5H), 2.70 (d, J = 5.4 Hz, 6H), 2.25 (s, 3H), 1.98 (s, 3H), 1.81 – 1.42 (m, 6H). Step 4.1-(4-((7aS,8R)-2-(4-(1-(2-Methoxyethyl)-4-methyl-1H-pyrazo l-5-yl)piperidin-1-yl)-4- (trifluoromethyl)-7,7a,8,9-tetrahydroazeto[1,2-a]pyrimido[5, 4-f]azepin-8-yl)piperazin-1-yl)prop-2-en- 1-one, Compound 1-101. To a solution of Intermediate 101.3 (0.070 g, 0.128 mmol) in DCM (1.4 mL) was added DIPEA (0.067 mL, 0.383 mmol) at -78 °C. Then, a solution of acryloyl chloride (0.028 g, 0.306 mmol) in DCM (2.70 mL) was added to the reaction mixture dropwise, and the reaction mixture was stirred at -78 °C for 5 min. The reaction was quenched with ice-water(10 mL) and extracted with DCM (3 x 10 mL). The combined organic extracts were dried over Na ₂ SO ₄ , filtered, concentrated, and purified by prep-HPLC using a Kinetex EVO C-18 column (250 x 21.2) mm, 5.0 μm, phase A: 0.1 % formic acid in water, B: - ACN as the mobile phase, and a flow rate of 15 mL/min, to provide Compound 1-101.2 ^nd Eluting compound: m/z (ESI): 601.3 (M+H) ⁺ . ¹ H NMR (400 MHz, DMSO-d ₆ ) δ (ppm) 7.13 (s, 1H), 6.81 (dd, J = 16.7, 10.5 Hz, 1H), 6.40 – 6.33 (m, 1H), 6.11 (dd, J = 16.7, 2.4 Hz, 1H), 5.82 (ddd, J = 12.1, 7.3, 3.4 Hz, 1H), 5.68 (dd, J = 10.5, 2.4 Hz, 1H), 4.81 (d, J = 12.9 Hz, 2H), 4.23 (t, J = 5.4 Hz, 2H), 4.19 – 4.04 (m, 2H), 3.90 (dd, J = 9.5, 6.5 Hz, 1H), 3.71 – 3.43 (m, 6H), 3.22 (s, 3H), 3.02 – 3.17 (m, 2H), 2.82 – 2.95 (m, 2H), 2.62 – 2.73 (m, 2H) (overlapped with solvent signal) 2.35 (br s, 5H), 1.98 (s, 3H), 1.76 (s, 4H). [00958] Compounds in Table 2-7 were prepared following the procedure described in Method 7, using appropriate starting materials. All starting materials are commercially available or are described in the Intermediates section above. Table 2-7 Compound _{Chemical Structure & Name} ^{LCMS: (ESI + ve ion) m/z;} N _Comments # _MR SECTION 3: Biochemical and Cellular Assays [00959] Provided in this section is the biological evaluation of the specific examples provided herein. See Table 3. Coupled Nucleotide Exchange Assay [00960] The KRAS ^G12C coupled nucleotide exchange assay allows for the screening and profiling of KRAS ^G12C antagonists/inhibitors by monitoring the binding of an effector protein (e.g., a Ras binding domain of Raf1, RBD-cRaf) to KRAS ^G12C . Purified GDP-bound KRAS protein (aa 1-169), containing both G12C and C118A amino acid substitutions and an N-terminal His-tag, was pre-incubated in assay buffer (25 mM HEPES pH 7.4, 10 mM MgCl ₂ , 0.01% Triton X-100, either with or without 0.1% BSA) with serially diluted compound for 2 h. For all subsequent steps, BSA was omitted and DTT was added to the reaction buffer at a final concentration of 1 mM. Following compound pre- incubation, purified SOS protein (aa 564-1049) and GTP (Roche 10106399001) were added to the assay wells and incubated for an additional 30 min. To determine the extent of inhibition of SOS- mediated nucleotide exchange, purified GST-tagged cRAF (aa 1-149), nickel chelate AlphaLISA acceptor beads (PerkinElmer AL108R), and AlphaScreen glutathione donor beads (PerkinElmer 6765302) were added to the assay wells and incubated for 5-30 min. The assay plates were then read on a plate reader measuring luminescence signal. Signal intensity of compound-containing wells were normalized to DMSO control, and data were analyzed using a 4-parameter logistic model to calculate K so values.

[00961] Other compounds disclosed herein can be prepared by analogous methods to the general methods and example above.

Cell Viability/ Assay

[00962] MIA PaCa-2 (human pancreatic carcinoma, ATCC CRL-1420) or A549 (human lung carcinoma: ATCC CCL-185) cells were cultured in RPMI 1640 medium containing 10% fetal bovine serum and lx peniciilin/strepiomycin/L-glutamine. Cells were seeded in 384-well plates al a density of 1 .67E+04 cells/mL and incubated at 37°C, 5% CO?., overnight. Serially-diluted compound or DMSO was added to the cells, and plates were incubated at 37°C, 5% COi for 72 h. Cell viability was measured using a CellTiter-Glo® Luminescent Ceil Viability Assay kit (Promega) according to the manufacturer’s protocol. The luminescence signal of heated samples was normalized to DMSO control, and data were analyzed using a 4-parameter logistic model to calculate IC50 values.

[00963] The following data (Table 3 ) categorizes the IC50 of each compound for inhibiting enzymatic activity of KRAS ^G,2C in the indicated cells.

Table 3

NT - not tested

[00964] The results presented in Table 3 have been generated with the in vitro assays described above. These assays may be used to test any other compound described herein to assess and characterize a compound’s biological activity. In view of the disclosure provided herein, compounds not specifically tested would be expected to have similar results.

[00965] Compounds showing activity in the coupled exchange assay are useful in the methods provided herein (see Section “METHODS OF USE"). See, e.g., Lanman el al., 2020; Hong et al., 2020. The inhibitory' effect on tumor growth of the compounds provided herein can be shown, for example, using the following animal model.

[00966] Tumor cells are cultured, harvested and implanted subcutaneously into the right Hank of female athyroic nude mice. When tumors reach about 200mm ³ . mice are randomized into treatment groups (n=10/group) and treatment is initiated (on days indicated on graphs). Tumor sizes and body weights are measured 2 to 3 times per week. Tumor volume is measured by digital calipers, calculated as L x W x H and expressed in mm ³ . Statistical significance of observed differences between growth curves can be evaluated by repeated measures analysis of covariance (RMANOVA) of the log transformed tumor volume data with Dunnett adjusted multiple comparisons comparing the control group to the treatment group. For combination studies. RMANOVA can be ran with the combination group compared one to one with each single agent treatment group.

[00967] The foregoing description is provided for clearness of understanding only No unnecessary limitations should be understood therefrom, as modifications within the scope of the invention may be apparent to those having ordinary skill in the art.

[00968] Throughout the specification, where compositions are described as including components or materials, it is contemplated that the compositions can also consist essentially of, or consist of, any combination of the recited components or materials, unless described otherwise. Likewise, where methods are described as including particular steps, it is contemplated that the methods can also consist essentially of, or consist of, any combination of the recited steps, unless described otherwise. The invention illustratively disclosed herein suitably may be practiced in the absence of any element or step which is not specifically disclosed herein.