TETRACYCLINE COMPOUNDS AND METHODS OF TREATMENT

RELATED APPLICATIONS

This application claims the benefit of U.S. Provisional Application No. 62/381,383, filed on August 30, 2016 and 62/437,533, filed on December 21, 2016. The entire teachings of the above application(s) are incorporated herein by reference.

BACKGROUND OF THE INVENTION

Hematological malignancies are cancers that affect the blood and lymph system. Some types of hematologic malignancies include: Multiple myeloma, Hodgkin lymphoma, Non-Hodgkin lymphoma and Leukemia. The cancer may begin in blood-forming tissue (e.g., bone marrow), or in the cells of the immune system. For example, leukemia originates in blood-forming tissue. Leukemia is characterized by the uncontrolled growth of blood cells, usually white blood cells (leukocytes), in the bone marrow. White blood cells are a fundamental component of the body's immune response. The leukemia cells crowd out and replace normal blood and marrow cells.

There are four main types of leukemia: Acute myeloid leukemia (AMI,); Chronic myeloid leukemia (CML); Acute lymphocytic leukemia (ALL); and Chronic lymphocytic leukemia (CLL). The primary differences between the four main types of leukemia have to do with their rates of progression and where the cancer develops. Acute myeloid leukemia (AML), also known as acute myelogenous leukemia, acute mye!obiastic leukemia, acute granulocytic leukemia or acute nonlyinphocvtic leukemia, is a fast-growing form of cancer of the blood and bone marrow. AML is the most common type of acute leukemia, It occurs when the bone marrow begins to make blasts, cells that have not yet completely matured. These blasts normally develop into white blood cells. However, in AML, these cells do not develop and are unable to ward off infections. In AML, the bone marrow may also make abnormal red blood cells and platelets. The number of these abnormal cells increases rapidly, and the abnormal (leukemia) cells begin to crowd out the normal white blood cells, red blood cells and platelets that the body needs.

The standard treatment for AML includes remission-induction treatment consisting of administration of the chemotherapeutic agents cytarabine and daunorubicin (7+3). This treatment has been the standard of care for decades. Few other therapeutic approaches for malignant disease have remained so unchanged for such a long period. In addition, the comorbidities and high susceptibility to treatment-related toxicity still limit treatment success. Despite advances in treatment strategies for hematological cancer there remains a need to identify novel, potent and well-tolerated tetracyclines, particularly for the treatment of leukemias, such as AML, to be used either as a single agent or in combination with other anti-neoplastic agerits.are needed in order to maximize the therapeutic benefit and minimize treatment-related toxicity.

SUMMARY OF THE INVENTION

A first embodiment of the present invention is directed to a method of treating a hematological carseer in a subject in need thereof comprising administering to the subject an effective amount of a compound represented by:

Structural Formula (I) or (P):

OH O HO O O (HI') or a pharmaceutically acceptable salt thereof, wherein the variables are as defined and described herein.

Another embodiment of the present invention is the use of a compound represented by Structural Formula (I), (Γ), (II), (IF), (ΪΪΙ) or (IIF) or a pharmaceutically acceptable salt thereof, for the manufacture of a medicament for treating a hematological cancer. In one aspect the hematogical malignancy is leukemia. In a specific aspect, the leukemia is AMI,.

Another embodiment of the present invention is a compound represented by

Structural Formula (I), (F), (II), (IF), (MI) or (ΠΓ), or a pharmaceutically acceptable salt thereof, four use in treating hematological cancers. In one aspect the hematogical malignancy is leukemia, in a specific aspect, the leukemia is AML.

Another embodiment of the present invention is a method of treating a hematological cancer comprising administering to a subject in need of treatment an effective amount of a compound represe

or a pharmaceutically acceptable salt thereof, or a pharmaceutically acceptable composition

Another embodiment of the present invention is a method of treating a hematolo cancer comprising admin istering to a subject in need of treatment an effective amount of a compound represented by any one of structural formulas (XI), or a pharmaceutically acceptable salt thereof, or a pharmaceutically acceptable composition thereof,

Another embodiment of the present invention is a compound represented by formula (Xii), or a pharmaceutically acceptable salt thereof:

(XII). Another embodiment of the present invention is a method of treating a hematologic al cancer comprising administering to a subject i need of treatment an effective amount of a compound represented by structural formula (XII), or a pharmaceutically acceptable salt thereof, or a pharmaceutically acceptable composition thereof.

Another embodiment of the present invention is a hematological cancer comprising administering to a subject i need of treatment an effective amount of a compound represented by the following structural formula

or a pharmaceutically acceptable salt, thereof, or a pharmaceutically acceptable composition thereof.

Another embodiment of the present invention is a method of treating a hematological cancer comprising administering to a subject in need of treatment an effective amount of a compound represented by the following structural formula:

or a pharmaceutically acceptable salt thereof, or a pharmaceutically acceptable composition thereof

Another embodiment of the present invention is a method of treating a hematological cancer comprising administering to a subject in need of treatment an effective amount of a compound represented by any one of structural formulas

or a pharmaceutically acceptable salt thereof, or a pharmaceutically acceptable composition thereof.

Another embodiment of the present invention is a method of treating a hematological cancer comprising administering to a subject in need of treatment an efiective amount of a compound repre

or a pharmaceutically acceptable salt thereof, or a pliarmaceuiically acceptable composition thereof.

Another embodiment of the present invention is a method of treating a hematological cancer comprising administering to a subject in need of treatment an effective amount of a compound represented

or a pharmaceutically acceptable salt thereof, or a pharmaceutically acceptable composition thereof.

Another embodiment of the present invention is a method of treating a hematologic al cancer comprising administering to a subject i need of treatment an. effective amount of a compound represented by the following structural formula

or a pharmaceutically acceptable salt thereof, or a pharmaceutically acceptable composition thereof.

Another embodiment of the present invention is any compound represented by structural formula (XHi): or a pharmaceutically acceptable salt thereof or a pharmaceutically acceptable composition thereof.

Another embodiment of the present invention is a method of treating a hematological cancer comprising administering to a subject in need of treatment an effective amount of a compound represented by structuiral formula (XIH), or a pharmaceutically acceptable salt thereof, or a pharmaceutically acceptable composition thereof.

Another embodiment of the present invention is a compound represented by any one of structural formulas (XIV) or (XV):

or a pharmaceutically acceptable salt thereof.

Another embodiment of the present invention is a pharmaceutical composition comprising a pharmaceutically acceptable carrier or diluent and a compound of any of the foregoing embodiments.

Another embodiment of the present invention is a method of treating a subject suffering from a hematological tumor, comprising administering to the subject a therapeutically effective amount of any compound of a pharmaceutical composition of the foregoing embodiments.

Another embodiment of the present invention is a method for treating a bacterial infection in a subject in need thereof, comprising administering to the subject a

therapeutically effective amount of a compound represented by any one of structural formulas XIV or XV or a compound of Formula XIII or XII.

BRIEF DESCRIPTION OF ΤΉΕ DRAWINGS

FIG. ί depicts a Western Blot that shows levels of COXL COX4 and actin in MV4-1.1 cells treated with Compound 1 as described in Example 2.

FIG. 2 depicts a Western Blot that shows levels of COX1, COX4 and actin in MV4-

11 cells treated with Compound 2 as described in Example 2.

FiG. 3 depicts Western Blot that shows levels of COX1 , COX4 and actin in MV4- 11 cells treated with Compound 3a as described in Example 2.

FIG. 4 depicts a Western Blot that shows levels of COXL COX4 and actin in MV4- 11 cells treated with Compound 4a as described in Example 2.

FIG. S depicts a Western Blot that shows levels of COX1, COX4 and actin in MV4- 11 cells treated with Compound 5 as described in Example 2.

FIG. 6 is a graph showing the dose-response fitting functions for cytarabine (top panel) and Compound 3a (bottom panel). The X-axis is the concentration of compound tested and the Y-axis is the Normalized effect-Survival % (count E0). Normalization was done after modeling regarding the estimated basal (E0) parameter.

FIG. 7A is a graph of Tumor Volume vs. Days A fter Start of Treatment (Compound 3a at dose 1 and dose 2 of Table 1 C) of CB 17 SCID mice testmg in the xenograft model using MV4-11 leukemia model.

FIG. 7B is a graph of Body Weight Change (%) vs. Days After Start of Treatment

(Compound 3a at does 1 and dose 2 of Table IC) of CB1.7 SCID mice testmg i the xenograft model using MV4-1 1 leukemia model.

FIG. 7C is a graph of Tumor Volume vs. Days After Start of Treatment (Compound 4a at dose 1 and dose 2 of Table I C) of CB17 SCID mice testmg in the xenograft model using MV4-11 leukemia model. FIG. 7D is a graph of Body Weight Change (%) vs. Days After Start of Treatment (Compound 4a at does 1 and dose 2 of Table IC) of CB17 SCID mice testing in the xenograft model using MV4-11 leukemia model.

FIG. 7E is a graph of Tumor Volume vs. Days After Start of Treatment (Compound 5 at dose 1 and dose 2 of Table IC) of CB17 SCID mice testing in the xenograft model using MV4-11 leukemia model.

FIG. 7F is a graph of Body Weight Change (%) vs. Days After Start of Treatment (Compound 5 at does 1 and dose 2 of Table IC) of CB17 SCiD mice testing in the xenograft model using MV4-11 leukemia model.

FIG. 8 shows the dose-response results for Compound 3a in the Rat Heart

Mitochondrial Translation Assay.

FIG. 9 shows the results for MV411 MT-COXl. (Cytochrome oxidase

subursit 1, expressed in mitochrondria) expression. The X-axis (drug concentration) shows results from left to right on the page as follows: Compound 3a. Tigecycline and Cytarabine.

FIG. 10 shows the results for MV411 CQX-IV expression (Cytochrome

oxidase subunit 4, expressed in nucleus). The X-axis (drug concentration) shows results from left to right on the page as follows: Compound 3a, Tigecycline and

Cytarabine.

FIG. 11 shows the results for MV411 PIGS expression (TPssIs-a p53

responsive protein, expression induced in response to p53 activation, role associated with response to oxidative stress). The X-axis (dreg concentration) shows results

from left to right on the page as follows: Compound 3a, Tigecycline and

Cytarabine.

FIG. 12 shows the results for MV411 BAX expression (pro-apoptotic

protein expression induce by p53 activation, forms a heterodimer with BCL2 to

induce apoptosis). The X-axis (drag concentration) shows results from left to right on the page as follows: Compound 3a, Tigecycline and Cytarabine.

FIG. 13 shows the results of CDKN2A expression (also known as l4 ^AKF or

A F -nuclear gene, translation regulated by cMyc, functions to stabilize/activate

p53 by binding and sequestering Mdm2). The X-axis (drug concentration) shows results from left to right on the page as follows: Compound 3a, Tigecycline and

Cytarabine.

FIG. 14A through FIG. 14E, collectively, represent a table of Minimal

Inhibitory Concentrations (MIC) values, in g/mL, of the example compounds

disclosed in the preset application.

FIG. ISA through FIG. ISM, collectively, represent a table of "Inhibitory

Concentrations 50%" (ICso) values of example compounds disclosed in the present application measured against the indicated hematological cancer cell lines.

FIG. 16A through FIG. 16F, collectively, represent a table of "Inhibitory

Concentrations 50%" (ICso) values of example compounds disclosed in the present application measured against the indicated hematological cancer cell lines.

FIG. 17A through FIG. 17D, collectively, represent a table of "Inhibitory

Concentrations 50%" (ICso) values of example compounds disclosed in the present application measured against the indicated hematological cancer cell lines.

DETAILED DESCRIPTION OF THE INVENTION

The present invention relates to a method of treating a hematological cancer in a subject in need thereof. The method comprises administering to the subject an effective amount of a compound represented by any one of Structural Formulas (I), (P), (II), (IF), (III) or (IIP) or a. pharmaceutically acceptable salt thereof. The variables in Structural Formulas (I), (F), (II), (IP), (III) or (IIP) are described herein in the following paragraphs. It is understood that the invention encompasses all combinations of fee substitueni variables (i.e., R ¹ , R ² , R ³ , etc.) defined herein.

in a first embodiment of the invention, the compound administered in the method of treating a hematological cancer is a compound having Structural Formula (I) or (P):

or a pharmaceutically acceptable salt thereof, wherein:

X is selected from N and C(R ² );

each of R ¹ , R ² , R ³ , R ⁵ and R ⁶ is independently selected from hydrogen, halo, -(Ci-C« alkyl), -OR\ ~C(0) ^' NR ^B R ^B' , -NR ^B R ^B' , -S(0)o-2R ^C , -{Co-Ce

alkylene)-carboey clyl, and -(Co-Ce alkyIene)-heterocyclyl; or

R ³ and R ² are optionally taken together with atoms to which they are bound to form, a carboeyclyl or heterocyclyl ring; or

R. ² and R ³ are optionally taken together with atoms to which they are bound to form a carboeyclyl or heterocyclyl ring;

R ⁴ is selected from hydrogen, -(Ci-Ce alkyl), -(Co-Ce alkylene)-carbocyclyl, and -(Co-Ce aIkylene)-heterocyclyl;

R ^4' is selected from hydrogen, -(Ci-Ce alkyl), S(0)i-2R ^C , -(Co-Ce

alkylene)-carbocyclyl, -{Co-Ce alkylene)-heterocyclyl, -C(0)-(Ct-C6 alkyl), and -C(0)-(Ci-Ce a1kyl)-NR ^D R ^E ; or

R ⁴ and R ^4' are optionally taken together with the nitrogen atom to which they are commonly bound to form a 4-8 membered ring optionally comprising 1-2 additional heteroatoms independently selected from N, O and S;

R ^6' is selected from hydrogen, ~(Ci-Ce alkyl) and -(Cs-Ce cveloalkyl);

each R ^A is independently selected from hydrogen, -(Ci-Ce alkyl), -(Co-Ce alkylene)-carbocycryl, -(Co-Ce aikylene)-heterocyclyl, -C(0)-(Ci-C6 alkyl), -C(0)-(Co-Ce alkylene)-carbocyclyl, -C(0)-(Co-C6 alkylene)-heterocyclyl, and -C(0)N(R ^D )(R ^E );

each R ^B and each R ^B' is mdependently selected from hydrogen, -(Ci-Ce alkyl), -(C1-C0 haloalkyl), -(Co-Ce alkylene)-carbocyclyl, -(Co-Ce

alkylene)-heterocyclyl, ~S(0)i-2~(Ci-C6 alkyl), -S(0)i-2-(Co-Ce

alkylene)-carbocyclyl ~S(0)i-2~(Co-C6 alkylene)-heterocyclyl, -C(0)-(Ci~Ce alkyl), -C(0)-(Co-C ₆ alkylene)~carbocyclyl ₅ -C(0)H, -C(0)-(Co-C6

alkylene)-heterocyclyl, and -C(0)-(Co-C6 alkylene)-N(R ^D )(R ^E );

each R ^c is independently selected from -(C1-C6 alkyl), -(Co-Gs alkylene)-carbocyclyI and -(Co-Ce alkylene)-heterocyclyI; and

each R ^D and each R ^E is independently selected from hydrogen, -(Ci-Cs alkyl), -(Co-Ce alkylene)-carbocyclyl, and -(Co-Ce alJkylene)-heterocyclyl, wherein any alkyl, alkylene, carbocyclyl or heteroeyclyl portion of R ^'! , R ² , R ³ , R ⁴ , R ^4' , R ⁵ , R ⁶ , R ^6' , R ^A R ^B , R ^B' ₅ R ^c , R ^D , or R ^E or formed by taking R ¹ and R ² , R ² and R ³ . or R ⁴ and R ^4' together is optionally and independently substituted.

In a first aspect of the first embodiment:

any alkyl, or alkylene portion of R ¹ , R ² , R ³ , R ⁴ , R ^4' , R ^s , R ⁶ is optionally and independently substituted with one or more substituents mdependently selected from halo, =0, OR ^A , NR¾ ^B" , and S(G)o-2R ^c ;

any alkyl or alkylene portion of R ^6' , R ^A , or R ^c is optionally and independently substituted with one or more fluoro;

any carbocyclyl or heteroeyclyl portion of any of R ¹ , R ² , R ³ , R ⁴ , R ^4' , R ⁵ , R. ⁶ , or any ring formed by taking together R ⁵ and R ² , R ² and R ³ or R ⁴ and R ^4' is optionally and independently substituted on a carbon atom with one or more substituents independently selected from halo, =0, Ci-C4 fluoroalkyl, C1-C4 alkyl, -(Co-Ce alkylene)-(C3-Cio carbocyclyl), -(Co-Ce alkylene)-(4-1.3 membered heteroeyclyl), OR ^A , -(Co-Ce alkylene)-NR ^B R ^B' ₅ and S(O) -zR ^c ;

any heteroeyclyl portion of any of R ¹ , R ² , R ³ . R ⁴ , R ^4' , R ⁵ , R ⁶ , or any ring formed by taking together R ¹ and R ² , R ² and R ³ or R ⁴ and R ⁴ is optionally and independently substituted on a substitutable nitrogen atom with R ^F ;

each R ^F is independently selected from -(Ci-Ce alkyl), -(Ct-Ce haloalkyl), -(Ci-Ce hydroxyalkyl), -(Co-Ce alkylene)~carbocyclyl, -(Co-Ce alkylene)-heterocycryl. -S(0)t-2-(Ci-Ce alkyl), -S(0)i-2-(Co-C6 alkylenej-carbocyclyl, -S(0)i-2-(Co-C6 alkylene)-b.eterocyclyl ₅ -C(0)-(Ci-C« alkyl), ~C(0)-(Co-C.6 alkylene)-carbocyciyl, -C(0)H, -C(0)~(Co-C ₆

alkylene)-heterocyclyl _} -(Co-Cs aikylene)-C(0)2-(Ci-C6 alkyl), -(C1-C6

alkylene)-N ^B R ^B" and -C(0)N(R ^D )(R ^E );

any carbocyclyl or heterocyclyl portion of R ^A , R ^B , R ^3' , R ^c , R ^D , R ^E , R ^F , any cycloalkyl portion of R ^6' , or any substiruent of R ¹ , R ² , R ³ , R ⁴ , R ^4' , R ^s , R ⁶ is optionally and independently substituted on a carbon atom with a one or more substituents independently selected from fluoro, chloro, Ci~C4 alkyl, Ci~C-4 fluoroalkyl, -O-Ci-Ct alkyl, -O-Ci-G* fluoroalkyl, =0, -OH, -NH?., -NH(Ci-C4 alkyl), and -N(Ci-C4 alkyl) ₂ ; any heterocyclyl portion of R ^A , R ^B , R ^B' , R ^c , R ^D , R ^E , R ^F , or any heterocyclyl substituent of R ¹ , R ² , R ³ , R ⁴ . R ^4' , R ⁵ , or R ⁶ is optionally substituted on a substitutable nitrogen atom with -Ci~C4 alkyl, or -S(0)i-2-(Ci~€ ₄ alkyl). The remaining variables ar e as described and defined hi the first embodiment,

in a second aspect of the first embodiment, the compound is other than:

salt of any of the foregoing. The remaining variables are as described and defined in the first embodiment, or first aspect thereof.

In a third aspect of the first embodiment, each of R ⁵ , R ⁶ and R ^6* is hydrogen. The remaining variables are as described and defined in the first embodiment, or the fir st or second aspect thereof.

In a fourth aspect of the first embodiment, X is C(R ² ). The remaining variables are as described and defined in the first embodiment, or the first, second or feird aspect thereof. in a fifth aspect of the first embodiment:

X is selected from N and C(R ² );

each of R ³ , R ² , R ³ , R ⁵ and R ⁶ is independently selected from hydrogen, halo, -(Ci-Ce alkyl), -OR ^A , NR ^B R ^B' ₅ -C(0)NR¾ ^B' , S(0)o-2R ^C , -(Co-Ce alkylene)-carbocyclyl, and -(Co-Ce alkylene)-heterocyclyl; or

R ^'! and ² are optionally taken together with atoms to which they are bound to form a carbocyclyl or heterocyelyl ring; or

R ² and R ³ are optionally taken together with atoms to which they are bound to form a carbocyclyl or heterocyelyl ring;

R ⁴ is selected from hydrogen, -(Ci-Ce alkyl), -(Co-Ce alkylene)-carbocyclyl, and -(Co- Ce alkylene)-heterocyclyl;

R ^4' is selected from hydrogen, -(Cs-Ce alkyl), S(0)i.2R ^c , -(Co-Ce

alkylene)-carbocyclyl, -(Co-Ce alkylene)-heterocyclyl, -C(0)-(Ci-Ce alkyl), and ~C(G)-(Ci~C6 alkyl)- R¾ ^E ; or ⁴ and R ^4' are optionally taken together with the nitrogen atom to which they are commonly bound to form a 4-8 membered ring optionally comprising 1-2 additional heteroatoms mdependently selected from N, O and S;

R ^6' is selected from hydrogen, -(Ci-Ce alkyl) and -(C3-C6 cycioalkyl);

each R ^A is independently selected from hydrogen, ~(Ci-C6 alkyl), -(Co-Ce alkyIene)-carbocyclyl, -(Co-Ce alkylene)-heterocyclyl _s -C(0)-(Ci-Ce alkyl), -C(0)-(Co-C6 alkylene)-carbocyclyl, -C(0)-(Co-C6 alkylene)-heterocyclyl, arid -C(0)N(R ^D )(R ^E );

each R ³ and each R ^B' is mdependently selected from hydrogen. -(Ci-Ce alkyl), -(Co- Ce alkylene)~earbocyelyi, -(Co-Ce alkylene)-heterocyclyl, -S(0)i-2-(Ci-C6

alkyl), -S(0)i-2-(Co-C6 alk lene)-carbocyclyL -S(0)i-2-(Co-C6

alk lene)-heterocyclyl, -C(0)-(Ci-Ce alkyl), -C(0)-(Co-Ce

alk lene)-carboeyclyl, -C(0)H, -C(0)-(Co-Ce a1kylene)~heterocyciyL and -C(0)N(R ^D )(R ^E ); each R ^c is independently selected from -(Ci-Ce alkyl), -(Co-Ce alk lene)~earbocyelyl and -(Co-Ce alkylene)-heterocyclyl; and

each R ^D and each R ^E is independently selected from hydrogen, -(Ci-Ce alkyl), -(Co-Ce alk lene)~earbocyelyl, and ~(Co-Ce alk lene)-heterocycly1;

wherein any alkyl, alk lene, carbocyclyl or heterocyclyl portion of R ¹ , R ² , R ³ , R ⁴ , R ^4' ,

R ⁵ , R ⁶ , R ^6' , R ^A ₅ R ^B , R ^3' , R ^c , R ^D , or R ^E or formed by taking R ¹ and R ² . R ² and R ³ , or R ⁴ and

R ^4' together is optionally and independently substituted. The remaining variables are as described and defined in the first embodiment, or the first, second, third or fourth aspect thereof.

In a sixth aspect of the first, embodiment:

any alkyl or alkylene portion of R ³ , R ² , R ³ , R ⁴ , R ^4' , R ⁵ , or R ⁶ is optionally and independently substituted with one or more substiruents independently selected from halo. =0, OR ^A NR ^B R ^B' ₅ and S(0 MR ^C ;

any alkyl or alkylene portion of R ^6* , R ^A , or R ^c , is optionally and mdependently substituted with one or more fluoro;

any carbocyclyl or heterocyclyl portion of any of R ¹ , R ² , R ³ , R ⁴ , R ^4' , R ⁵ . or R ⁶ , or any ring formed by taking together R ¹ and R ² , R ² and R ³ , or R ⁴ and R ^4* is optionally and independently substituted on a carbon atom with one or more substiruents mdependently selected from halo, =0, C5-C4 fluoroalkyl, C5-C4 alkyl, C3-C10 carbocyclyl, a 4-13 membered heterocyclyl, OR ^A , NR ^B R ^B' , and 8(G)o-2R ^c ; any heterocyclyl portion of any of R ¹ , R ² , R ³ , R ⁴ , R ^4' , R ⁵ , or R ⁶ , or any ring formed by taking together R ¹ and R ² , R ² and R ³ , or R ⁴ and R ⁴ ' is optionally and independently substituted on a subsiitutable nitrogen atom with R ^F ;

each R ^F is independently selected from -(Ci-Ce alky!), -(Co-Ce

alkylene)-carbocyclyl, -(Co-Ce alkylene)-lieteroeyclyl, ~8(0)i-2~(Ci-C6 alkyl), -S(0)i-2~(Co- Ce alkylene)-carbocyclyi ~S(0)i-2-(Co-C6 alkylene)~heteroeyclyl, -C(0)-(Ci-Ce

alkyl), -C(0)-(Co-C6 alk lene)-carbocyclyl, -C(0)H, -C(0)-(Co-C6 alkylene)-heterocyclyl, and -C(0)N(R ^D )(R ^E );

any carbocyclyl or heterocyclyl portion of R ^A , R , R ^B' , R ^c , R ^D , R ^E , R ^F , any cycloalkyl portion of R ⁶ , or any substituent of R ¹ , R ² , R ³ , R ⁴ , R ^4' , R ⁵ , or R ^6' is optionally and independently substituted on a carbon atom with a one or more substituents independently selected from halo, C1-C4 alkyl, C1-C4 fluoroalkyl, -O-d-Gt alkyl, -O-C1-C4 fluoroalJkyl, =0, -OH, -NH¾ -NH(Ci~C4 alkyl), and -N(Ci-C4 alky 1)2; and

any heterocyclyl portion of R ^A , R ^B , R ^B' , R ^c , R ^D . R ^E , R ^F , or any heterocyclyl substituent of R ¹ , R ² , R ³ , R ⁴ , R ^4' , R ^s , or R ⁶ is optionally substituted on subsiitutable nitrogen atom with -Ci-C-j alkyl, or -S(0)i-2-(Ci~C¾ alkyl). The remaining variables are as described and defined in the first embodiment, or the first, second, third, fourth or fifth aspect thereof.

In a seventh aspect of the first embodiment, X is N. The remaining variables are as described and defined in the first embodiment, or the first, second, third, fourth, fifth or sixth aspect thereof.

In an eighth aspect of the first embodiment, R ¹ is selected from hydrogen, halo, -(Ci- C6 alkyl) optionally substituted with one or more halo, -NR ^B R ^B' , -C(0)NR ^B R ^B' , -OR ^A , -(Co- C6 alkylene)-carbocyclyl, and -(C0-C6 alk lene)-heterocyclyl, wherein R ^A is C1-C6 alkyl optionally substituted witli one or more fluoro. The remaining variables are as described and defined in the first embodiment or the first, second, third, fourth, fifth, sixth or seventh aspect thereof.

In a ninth aspect of the first embodiment, R ³ is selected from hydrogen

and -N(R ^B )(R ^B' ), wherein R ^B is hydrogen. The remaining variables are as described and defined in the first embodiment, or the first, second, third, fourth, fifth, sixth, seventh or eighth aspect thereof. In a tenth aspect of the first embodiment the compound for use in treating a hematological cancer is selected from any of the compounds in the following tables or a pharmaceutically acceptable salt thereof:

The compounds set forth in the above tables were prepared according to the synthetic procedures described in WO2014/036502, incorporated herein by reference in its entirety. The compound numbers in the tables set forth above reference synthetic schemes in

WO2014/03650 all of which are found in U.S. Patent No. 9,573,895 the entire content of which is hereby incorporated by reference.

In a second embodiment of the invention, the compound administered in the method of treating a hematological cancer is a compound of Structural Formula (i) or (F), wherein R ⁴ is selected irom hydrogen and -(Ci-Ce aikyl); R ^4' is selected from hydrogen, -(C2-C6 alkyl) optionally substituted with one or more substituents independently selected from hydroxy and halo, -(C3-C6 cycloalkyl), -C(0)-(Ci-C6 alkyi), -C(0)-(Ci-Ce alkylene)-N(R ^D )(R ^E ), and S(0)i- ₂ R ^C ; or R ⁴ and R ^4' are taken together with the nitrogen atom to which they are commonly bound to form a 4-6 membered ring optionally comprising 1-2 additional heteroaioms independently selected from N, O and S; R ^c is -(Ci-Ce alkyl); and each of R ^D and R ^E is independently selected from hydrogen and -(Ci-Ce alkyl). The remaining variables are as described and defined in the first embodiment, or any aspect thereof. In a first aspect of the second embodiment, R ⁴ is selected from hydrogen, methyl, ethyl and propyl; and R is selected from hydrogen, ethyl, propyl, cyclopropyl, -C(0)CH3, -C(0)CH2N(CH3)2, and -S(0)2CH3. The remaining variables are as described and defined in the first embodiment, or any aspect thereof, or in the second embodiment.

In a second aspect of the second embodiment, R ⁴ is selected from hydrogen and ~(Ci-

Ce alkyl); R ^4' is selected from hydrogen, -(C2-C6 alkyl), -(Cs-Ce cycloalkyl), ~C(0)-(Ci-C<s alkyl), -C(0)-(Ci-C6 alk lene N(R ^D )(R ^B ), and S(0)i-2R ^C ; R ^c is -(Ci-Ce alkyl); and each of R ^D and R ^E is independently selected from hydrogen and -(Ci-Ce alkyl). The remaining variables are as described and defined in the first embodiment, or any aspect thereof, or the second embodiment, or first aspect thereof.

In a third aspect of the second embodiment, R ⁴ and R ^4' are both hydrogen.

in a fourth aspect of the second embodiment, R ⁴ is -(Ci-Ce alkyl) and R ^4' is -(Ca-Cg alkyl).

In a fifth aspect of the second embodiment, R ⁴ is hydrogen and R ^4' is -(C2-C6 alkyl). In a third embodiment of the invention, the compound administered in the method of treating a hematological cancer is a compound of Structural Formula (I) or (F), wherein R ³ is selected from hydrogen, halo, and -(Ci-Ce alkyl) optionally substituted with one or more substituents independently selected from halo, -NR ^B R ^B' , -C(0)NR. ^B R ^B' , -OR ^A , -(Co-Ce alkyIene)-carbocyclyl, and -(Co-Ce alkylene)-heterocyelyL wherein R ^A is Ci-Ce alkyl optionally substituted with one or more fluoro. The remammg variables are as described and defined in the first or second embodiment, or any aspect thereof.

In a first aspect of the third em bodiment, X is C(R ² ). The remaining variables are as described and defined in the first or second embodiment, or any aspect thereof, or the third embodiment.

In a second aspect of the third embodiment, R ¹ is selected from hydrogen, fluoro, chloro, CF3 and OCF3. The remaining variables are as described and defined in the first or second embodiment, or any aspect thereof, or the third embodiment, or first aspect thereof. in a third aspect of the third embodiment, R ¹ is selected from hydrogen, halo, and -(Ci-Ce alkyl) optionally substituted with one or more substituents independently selected from halo, and -OR ^A , wherein R ^A is Ci-Ce alkyl optionally substituted with one or more fluoro. The remaining variables are as described and defined in the first or second embodiment, or any aspect thereof, or the third embodiment, or first or second aspect thereof. In a fourth aspect of the third embodiment, R ¹ is selected from hydrogen, fluoro, chloro, -CF3, -OCH3, -OCF3, -N(CH3>2 and -NHCE . The remaining variables are as described and defined in the first or second embodiment, or any aspect thereof, or the third embodiment, or first, second or third aspect thereof.

In a fourth embodiment of the invention, the compound administered in the method of treating a hematological cancer is a compound of Structural Formula (I) or (F), wherein R ^s and R ² are taken together with the atoms to which they are bound to form a nitrogen- containing heterocyclyl ring, wherein the ring comprising R ¹ and R ² is optionally substituted on any substitutable nitrogen atom with C1-C4 alkyl; and optionally substituted on a carbon atom wife NR ³ R ^B' , wherein each of R ^B and R ^B* is independently selected f om hy drogen and Ci-Ce alkyl. The remaining variables are as described and defined in the first, second or third embodiment, or any aspect thereof.

In a first aspect of the fourth embodime ¹ and R ² are taken together with the

carbon atoms to which they are bound to form: wherein

"Λ i" represents a point of attachment to the carbon atom bound to R ¹ and ^ίίΛη · 2" represents a point of attachment to the carbon atom bound to R ² . The remaining variables are as described and defined in the first, second or third embodiment, or any aspect thereof, or the fourth embodiment.

In a second aspect of the fourth embodiment, X is C(R ² ). The remaining variables are as described and defined in fee first, second or third embodiment, or any aspect thereof, or the fourth embodiment, or the first aspect thereof.

In a third aspect of the fourth embodiment, X is C(R ² ); and R ¹ and R ² are taken

together with the carbon atoms to which they are bound to form: or

, wherein ">ΛΛ I" represents a point of attachment to the carbon atom bound to R ¹ ; "»ΛΛ 2" represents a point of attachment to the carbon atom bound to R ² ; and f is 0 or 1. The remaining variables are as described and defined in the first, second or third embodiment, or any aspect thereof, or the fourth embodiment, or the first or second aspect thereof.

In a fifth embodiment of the invention, the compound administered in the method of treating a hematological cancer is a. compound of Structural Formula (i) or (Γ), wherein R ² is -(Co-C-6 alkylene)-heterocyc1yl optionally substituted on a nitrogen atom, if present, with -(Ci-Ce alkyl); -(Co-Ce alkyIene)-carbocyclyl; or -(Ci-C6)alkyl substituted with NR¾ ^B' . The remaining variables are as described and defined in the first second, third or fourth embodiment, or any aspect thereof

In a first aspect of the fifth embodiment, R ² is pyrrolidinyl optionally substituted on a nitrogen atom with Cj-C4 alkyl or benzyl. The remaining variables are as described and defined in the first, second, third or fourth embodiment or any aspect, thereof, or the fifth embodiment.

In a third aspect of the fifth embodiment, R ² is -(Co-Ce aIkylene)-heterocyclyl optionally substituted on a nitrogen atom, if present, with -(Ci-Ce alkyl) or -(Co-Ce alk lene)-carbocyclyl. The remaining variables are as described and defined in the first second, third or fourth embodiment, or any aspect thereof, or the fifth embodiment, or first or second aspect thereof.

In a sixth em bodiment of the in vention, the compound administered in the method of treating a hematological cancer is a compound of Structural Formula (I) or (Γ), wherein R ² and R ³ are taken together with the atoms to which they are bound to form a heterocvclvL e.g., a nitrogen-corstaining heterocyclyl ring, wherein the ring comprising R ² and R ³ is optionally and independently substituted on any substitutable nitrogen atom with C1-C4 alkyl. The remaining variables are as described and defined in the first, second, third, fourth or fifth embodiment, or any aspect thereof.

In a first aspect of the sixth embodiment, R ² and R ³ are taken together with the atoms

/

to which they are bound to form H or wherein 2" represents a point of attachment to the carbon atom bound to R ² , and "·ΛΛ 3" represents a point of attachment to the carbon atom bound to R ³ . The remaining variables are as described and defined in the first, second, third, fourth or fifth embodiment, or any aspect thereof, or the sixth embodiment.

In a second aspect of the s the

they are bound to

, wherein ">ΛΛ 2" represents a point of attachment to the carbon atom bound to R ² ; "·ΛΛ 3" represents a point of attachment to the carbon atom bound to R ³ ; and f is 0 or 1 . The remaining variables are as described and defined in Hie first second, third, fourth or fifth embodiment, or any aspect thereof, or the sixth embodiment, or first aspect thereof.

in a seventh embodiment of the invention, the compound administered in the method of treating a hematological cancer is a compound of Structural Formula (I) or (Γ), wherein R ³ is selected from hydrogen and -N(R ^B )(R. ^B' ), wherein R ^B is hydrogen and R ^B' is -C(0)-(Co-Ce alkylene)-heterocyclyl or -C(0)-(C&-Ca alkylene)-N(R ^D )(R ^E ). The remaining variables are as described and defined in the first, second, third, fourth, fifth or sixth embodiment, or any aspect thereof.

In a first aspect of the seventh embodiment, R ³ is selected from hydrogen and

. The remaining variables are as described and defined in the first, second, third, fourth, fifth or sixth embodiment, or any aspect thereof, or the seventh embodiment.

In a second aspect of the seventh embodiment, X is C(R ² ). The remaining variables are as described and defined in the first, second, third, fourth, fifth or sixth embodiment, or any aspect thereof, or the seventh embodiment, or first aspect thereof.

In a third aspect of fee seventh embodiment, R ³ is selected from hydrogen

and -N(R ^B )(R ^B> ), wherein R ^B is hydrogen and R ^B> is -C(0)-(Co-C6 alkylene)-heterocyclyl. The remaining variables are as described and defined in the first, second, third, fourth, fifth or sixtfa embodiment, or any aspect thereof, or the seventh embodiment, or first or second aspect thereof.

In an eighth embodiment of the invention, the compound administered in the method

or a pharmaceutically acceptable salt thereof, wherein:

R ¹ and R ² are taken together with atoms to which they are bound to form a carbocyclyl or heterocyclyl ring and R ³ is selected from hydrogen, halo, -(Ci-Ce

alkyl), -OR ^A , ~C(0)Mt ^B R ^B' , L ^B R ^B' , S(0)o-2R ^C , -(Co-Ce alky]ene)-carbocyc1yl, and -(Co-Ce alkylene)-heterocyclyl; or

R ² and R ³ are taken together with atoms to which they are bound to form a carbocyclyl or heterocyclyl ring and R ⁵ is selected from hydrogen, halo, -(Ci-Ce

alkyl), ~OR ^A , -C(0) I¾ ^B* , NR ^B R ^B' , S(0)o-2R ^C , -(Co-Ce a]kylene)-carbocyclyl, and -(Co-Ce alkylene)-heterocycryl;

each of R ^s and R ⁶ is independently selected from hydrogen, halo, -(Ci-Ce alkyl), -OR ^A , ~C(0)l rR ^B R ^B' , KR ^B R ^B' , S(C))o-2R ^c , -(Co-Ce alkylene)-carbocyclyl, and -(Co-Ce alkylene)-heterocyclyl;

R ^6* is selected from hydrogen, -(Ci-Ce alkyl) and -(Cs-Ce eycloalkyl);

each R ^A is independently selected from hydrogen, -(Ci-Ce alkyl), -(Co-Ce alkylene)-carbocyclyl, -(Co-Ce alkylene)-heterocyclyl, -C(0)-(Ci-Ce alkyl), -C(0)-(Co-Ce alkylene)-carbocyclyl, -C(0)-(Co-C6 alkylene)-heterocyclyl, and -C(0)N(R ^D )(R ^E );

each R ^B and each R ^B is independently selected from hydrogen, -(Ci-Ce alkyl), -(Co- Ce alkylene)-carbocyciyl, -(Co-Ce alkylene)-heterocyclyl, -S(0)i-2-(Ci-Ce

alkyl), -S(0)i-2-(Co-Ce alk lene)-carbocyclyl, -S(0)i-2-(Co-Ce alkylene)-heterocyclyl, -C(0)-(Ci-C¾ alkyl), -C(0)-(Co-C6

alkylene)-carbocycl.yl, -C(0)H, -C(0)-(Co-C6 alkylene)-heterocyclyl, and -C(0)-(Co~C6 alkylene)~N(R ^D )(R ^E );

each R ^c is Independently selected from -(Ci-Ce alkyl), -(Co-Cs alkylene)-carboeyclyl and -(Co-Ce alkylene)-lieterocyclyl; and

each R ^D and each R ^E is independently selected from hydrogen, -(Ci-Ce alkyl), -(Co-Ce alkylene)-carbocyclyl, and -(C0-C6 alkylene)-heterocycryl, wherem any alkyl, aikylene, carbocyclyl or heterocyclyl portion of R ¹ , R ² , R ³ , R ^s , R ⁶ _S R ^6' , R ^A , R ^B . R ^B' , R ^c _s R ^D , or R ^E or formed by taking R ^! and R ² or R ² and R ³ together is optionally and independently substituted. Alternative values for the variables in Formula ΪΙ are as described and defined in the first through seventh embodiments, or any aspect thereof.

ented by Formula

or a pharmaceutically acceptable salt thereof, wherein:

each R ⁷ , if present, is independently selected from halo, =0, O-C4 fluoroaikyl, Ci-C4 alkyl, -(Co-C6 aIkylene)-(C3-Cio carbocyclyl), -(Co~C6 alk lene)-(4-13 membered

heterocyclyl), OR ^A , -(Co-Gs alkylene)- S. ^B R ^B' , and S(0)o-?J ^c ;

p is 0, I, 2, 3 or 4;

Y is C(O) or C(R ⁸ )2 wherem each R ⁸ is independently selected from hydrogen, -(Ci- Ce)alkyl and -(C3-C6 cycloalkyl); and

f is 0 or 1. The remaining variables are as described and defined in the first through seventh embodiments, or any aspect thereof, or the eighth embodiment, In a further aspect of the first aspect of the eighth embodiment, p is 0. The remaining variables are as described and defined in the first through, seventh embodiments, or any aspect thereof, or the eighth embodiment or first aspect thereof.

In a second aspect of the eighth embodiment, the compound is represented by Formula Hk

or a pharmaceutically acceptable salt thereof, wherein R ⁷ is selected from halo, =0, Ci-C fliioroalkyi, C1-C4 alkyl, -(Co-Ce alkylene)-(C3-Cio earbocyclyl), -(Co-C6 alkyIene)-(4-13 membered heterocyclyl), GR ^A , -(Co-Ce alkyiene)-NR ^B R ^B' , and S(0)o- ₂ R ^c ; and Y is C(O) or C(R ^S )2 wherein each R ⁸ is independently selected from hydrogen, ~(Ci-C6)aIkyl and -(C3-C5 cycloalkyl). The remaining variables are as described and defined in the first through seventh embodiments, or any aspect thereof, or the eighth embodiment, or first aspect thereof.

in a third aspect of the eighth embodiment, the compound is represented by Formula nb-1:

or a acceptable salt thereof, wherein R' is selected from halo, ^:::: 0, C1-C4 alkyl, -(Co-Ce alkylene)-(C3-Cio earbocyclyl), -(Co-Cealkylene)-(4-13 membered heterocyclyl), OR ^A _s -(Co-C6 3k ene)-NR ^B R ^B' . and S(0)o-2R ^C , The remaining variables are as described and defined in the first through seventh embodiments, or any aspect thereof, or the eighth embodimen or first or second aspect thereof.

presented by Formula

or a pharmaceutically acceptable salt thereof, wherein:

each R ⁷ and R ⁸ , if present, is independently selected from halo. =0, C1-C4 fluoroalkyl, C1-C4 alkyi, C3-C10 carbocyclyl, a 4-13 membered heterocyclyl, OR ^A , -(Co-Ce

alkylene)-NR ^B R ^B' , and S(0)o-2R ^C ;

p is 0. 1, 2, 3 or 4;

q is 0, 1 or 2; and

each f is independently 0 or 1. The remaining variables are as described and defined in the first through seventh embodimeiits, or any aspect thereof, or the eighth embodiment, or first through third aspects thereof.

In a further aspect of the fourth aspect of the eighth embodiment, p and q are each 0. The remaining variables are as described and defined in the first through seventh

embodmients, or any aspect thereof, or the eighth embodiment, or first througli fourth aspects thereof.

In a fifth aspect of the eighth embodiment, each R ^F is independently selected from -(Ci-Ce alkyi), -(Ci-Ce haloalkyl), -(Ci-Ce hydroxyalkyl), -(Co-Ce

alk lene)-carbocyclyl, -(Co-Ce alkylene)-heterocyclyl, -(Co-Ce alkylene)-C(0)2-(Ci-C6 alkyi) and -(Ci-Ce alkylene)-NR ^B R ^B' . The remaining variables are as described and defined in the first through seventh embodiments, or any aspect thereof, or the eighth embodiment, or first through fourth aspects thereof.

In a sixth aspect of the eighth embodiment, each f is 0. The remaining variables are as described and defined in the first tlirough seventh embodiments, or any aspect thereof, or the eighth embodiment, or first through fifth aspects thereof,

In a sevent aspect of the eighth embodiment, each f is 1. The remaining variables are as described and defined in the first through seventh embodiments, or any aspect thereof, or the eighth embodiment, or first through sixth aspects thereof.

In an eighth aspect of the eighth embodiment, the ring formed by R ¹ and R ² or R ² and R ³ together with atoms to which they are bound is a 4-7 membered non-aromatic heterocyclic ring optionally containing 1-2 heteroatoms independently selected from N, S and O. The remaining variables are as described and defined in the first through seventh embodiments, or any aspect thereof, or the eighth embodiment, or first through seventh aspects thereof.

In a ninth aspect of the eighth embodiment:

any alkyl, or alk lene portion of R ¹ , R ² , R ³ , R ⁵ , R ⁶ is optionally and independently substituted with one or more substituents independently selected from halo, =0, OR-\ NR ^B R ^B' , and S(0)o-2R ^C ;

any alkyl or alkylene portion of R ^6' , R ^A , or R ^c , is optionally and independently substituted with one or more fluoro;

any carbocyclyl or heterocyclyl portion of any of R ¹ , R ² , R ³ , R ⁵ , R ⁶ , or any ring formed by taking together R ⁱ and R ² or R ² and R ³ is optionally and independently substituted on a carbon atom with one or more substituents independently selected from halo, =0, C1-C4 fluoroalkyl, Ci~C4 alkyl, -(Co-Ce a1kylene)-(C3-Cio

carbocyclyl), -(Co-Ce alkylene)-(4-13 membered heterocyclyl), OR ^A , -(Co-Ce alkylene)-HR ^B R ^B' , and S(0)o. ₂ R ^c ;

any heterocyclyl portion of any of R ¹ , R ² , R ³ , R ⁵ , R ⁶ , or any ring formed by taking together R ^! and R ² or R ² and R ³ is optionally and independently substituted on a substitutable nitrogen atom with R ¹ ';

each R ^F is independently selected from -(Ci-Ce alkyl), -(Ci-Ce haloalkyl), -(Ci-Ce hydroxyalkyl), -(Co-Ce alkyIene)-carbocyclyl, -(Co-Cg alkylene)-heterocyclyl„ -S(0)i-2-(Ci-Ce alkyl), -S(0)i-2-(Co-C6

alkylene)-carbocyclyl. ~S(0)i-2~(Co-C6 alkylene)~heterocyclyl, -C(0)-(Ci~C6 alkyl), -C(0)-(Co-C6 alkylene)-carbocyclyl, -C(0)H, -C(0)-(Co-Ce alkylene)-heterocyclyl, -(Co-Ce alkyl.ene)~C(0)2-(Ci~C6 alkyl), -(Ci-Ce

aliylene)~NR ^B R ^B' and -C(0)N(R ^D )(R ^E );

any carbocyclyl or heterocyclyl portion of R ^A , R ^B , R ^3' , R ^c , R ^D , R ^E , R ^F , any cycloalkyl portion of R ^6' , or any siibstituent of R ¹ , R ² , R ³ , R ⁵ , R ⁶ is optionally and independently substituted on a carbon atom with a one or more substituerrts independently selected from fluoro, ehloro, C1-C4 alkyl, C1-C4 fluoroalkyl, -O-C1-C4 alkyl, -O-C1-C4 fluoroalkyl, =0, -OH, -NH2, -NH(Ci-C4 alkyl), and -N(Ci-C4 alkylfe and any heterocyclyl portion of R ^A , R ^B , R ^B' , R ^c , R ^D , R ^E , R ^F , or any heterocyclyl substituent of R ¹ , R ² , R ³ , R ^s , or R ⁶ is optionally substituted on a substituiable nitrogen atom witli -C1-C4 alkyl, or -S(0)i-2-(Ci-C4 alkyl). The remaining variables are as described and defined in the first through seventh embodiments, or any aspect thereof, or the eighth embodiment, or first through eighth aspects thereof.

In a tenth aspect of the eighth embodiment, the compound is represented by Formula

or a pharmaceutically acceptable salt thereof, wherein p is 0 or 1 and R ⁷ , if present, is -Ci-Ce alkyl. The remaining variables are as described and defined in the first through seventh embodiments, or any aspect thereof, or the eighth embodiment, or first through ninth aspects thereof.

In an eleventh aspect of the eighth embodiment, the compound is represented by Formula IT.b~2:

or a pharmaceutically acceptable salt thereof, wherein R ⁷ is selected from halo, =0, C1-C4 fluoroalkyl, C3-C4 alkyl. -(C0-C6 alkylene)-(C3-Cio eaibocyclyl), -(Co-C6 alkylene)-(4-13 membered heterocyclyl), O ^A , -(Co-C6 alkylene)-NR ^B R ^B' , and S(0)o-2R ^C . The remaining variables are as described and defined in the first through seventh embodiments, or any aspect thereof, or the eighth embodiment, or first through tenth aspects thereof.

In a twelfth aspect of the eighth embodiment, any carbocyclyl or heterocyclyl portion of any ring formed by taking together R ⁵ and R ² or R* and R ³ is optionally and independently substituted on a carbon atom with one or inore substitaents independently selected from halo, =0, C1-C4 fluoroalkyl, C1-C4 alkyl -(Co-Ce alkylene)-(C3-Cio carbocyclyl), -(Co-Ce alkylene)-(4-l 3 membered heterocyclyl) and -(C0-C6 alky1ene)~NR ^B R ^B' . The remaining variables are as described and defined in the first through seventh embodiments, or any aspect thereof, or the eighth embodiment, or first through eleventh aspects thereof.

in a ninth embodiment of the invention, the compound administered in the method of treating a hematological cancer is a compound represented by Formula lie:

or a pharmaceutically acceptable salt thereof, wherein R ⁷ . if present, is selected from halo, =0, C1-C4 fiuoroalkyl, C1-C4 alkyl, ~(Co-Cs alkylene)-(C3-do carbocyclyl), -(C0-C6 alkylene)-(4-I3 membered heterocyelyl), OR ^A , -(Co-Ce alkylene)~NR ^B R ^B* , and S(0)o-2R ^C ; ρ is 0 or 1 ; and f is 0 or 1 , Values and alternative values for the remaining variables are as described and defined in the first through eighth embodiments, or any aspect thereof.

In a first aspect of the ninth embodiment, s 1. The remaining variables are as described and defined in the first through eighth embodiments, or any aspect thereof, or the ninth embodiment.

In a second aspect of the ninth embodiment, the compound is represented by Formula

Hc-i :

or a pharmaceutically acceptable salt thereof. The variables are as described and defined in the first through eighth embodiments, or any aspect thereof, or the ninth embodiment, or first aspect thereof.

In a third aspect of the ninth embodiment, R ⁷ , if present, is selected from -(Co-Ce alkylene)-(C3~Cio carbocyclyl), -(Co-Ce a.lkyiene)~(4-13 membered heterocyclyl) and -(Co-Ce alkyIene)-NR ^B R ^B' . The remaining variables are as described and defined in the first through eighth embodiments, or any aspect thereof, or the ninth embodiment or first or second aspect thereof.

In a fourth, aspect of the ninth embodiment, R ⁷ , if present is -NR ^B R ^B \ The remaining variables are as described and defined in the first through eighth embodiments, or any aspect thereof, or the ninth embodiment, or first through third aspects thereof.

in a tenth embodiment of the invention, the compound adm inistered in the method of treating a hemato logical cancer

or a pharmaceutically acceptable salt thereof, wherein:

each R ⁷ , if present, is independently selected from halo, =0, C1-C4 fluoroalkyl, C1-C4 a!kyt ~(Co-Csalkylene)-(C3-Cio carbocyclyl), -(Co-Ce alky lene)-(4- 13 membered

heterocyclyl), OR ^A , -(Co-Ce alkylene)- R ^B R ^B' , and S(0)o-2R ^C ;

p is 0, 1, 2, 3 or 4;

Y is C(O) or C(R ⁸ ) ₂ wherein each R ^g is independently selected from hydrogen, -(Ci-

C6)alkyl and -(C3-C6 cycloalkyl); and

f is 0 or 1. Values and alternative values for the variables are as described and defined in the first through ninth embodiments, or any aspect thereof. In a first aspect of the tenth embodiment p is 0. The remaining variables are as described and defined in the first through ninth embodiments, or any aspect thereof, or the tenth embodiment.

In a second aspect of the tenth embodiment, each R ⁸ is hydrogen. The remaining variables are as described and defined in the first through ninth embodiments, or any aspect thereof, or the tenth embodiment, or first aspect thereof.

In an eleventh embodiment of the invention, the compound administered in the method of treating a hematological cancer is a compound of Formula I, or a pharmaceutically acceptable salt thereof, wherein X is C(R ² ); and R ² is optionally substituted -(Co-Ci alkylene)-(4-6-membered heterocyclyi). Values and alternative values for the variables are as described and defined in the first through tenth embodiments, or any aspect thereof,

in a first aspect of the eleventh embodiment, R ³ is hydrogen. The remaining variables are as described and defined in the first through tenth embodiments, or any aspect thereof, or the eleventh embodiment.

in a second aspect of the eleventh embodiment, R ² is optionally su bstituted ~(Co-Ci alkylene)-pyrro1idinyl. The remaining variables are as described and defined in the first through tenth embodiments, or any aspect thereof, or the eleventh embodiment, or first aspect thereof.

In a third aspect of the eleventh embodiment, R ² is optionally substituted pyirolidin-2- yl. The remaining variables are as described and defined in the first through tenth embodiments, or any aspect thereof, or the eleventh embodiment, or first or second aspect thereof.

In a fourth aspect of the eleventh embodiment, R ² is optionally substituted ~(Ci alkylene)-(pvnolidin-l-yl). The remaining variables are as described and defined in the first through tenth embodiments, or any aspect thereof, or the eleventh embodiment, or first through third aspects thereof.

In a twelfth embodiment of the invention, the compound administered in the method of treating a hematological is a compound of Formula lb:

or a pharmaceutically acceptable salt thereof, wherein:

each R ⁷ and R ^s , if present, is independently selected from halo, =0„ C1-C4 fluoroalkyl, C1-C4 alky], C3-C10 carbocyclyl, a 4-13 membered heterocyclyl, O ^A , -(Co-Ce

alk lene R¾ ^B' , and S(0)e- ₂ R ^c ;

p is 0, 1, 2, 3 or 4;

q is 0, 1 or 2; and

each f is independently 0 or 1. Values and alternative values for the variables are as described and defi ed in the first through eleventh embodiments, or any aspect thereof.

In a first aspect of the twelfth embodiment p and q are each 0. The remaining variables are as described and defined in the first through eleventh embodiments, or any aspect thereof, or the twelfth embodiment.

In a second aspect of fee twelfth embodiment, R ³ is hydrogen. The remaining variables are as described and defined in the first through eleventh embodiments, or any aspect thereof, or the twelfth embodiment, or first aspect thereof.

In a thirteenth embodiment of the invention, the compo und administered in the method of treating a hematological cancer is a compound represented by Formula Ic:

or a pharmaceutically acceptable salt thereof, wherein R ⁷ , if present, is selected from halo, =0, C1-C4 fluoroalk l, C1-C4 alk l, -(Co-Ce alkylene)-(C3-Cio carbocyclyl), -(Co-Cr, alkylene)-(4-13 membered heterocyclyl), O ^A , -(Co-Ce alkylene)-NR ^B R ^B' , and S(0)o-2R ^C ; ρ is 0 or 1 ; and f is 0 or 1. Values and alt.enia.tive values for the remaining variables are as described and defined in the first through twelfth embodiments, or any aspect thereof.

In a first aspect of the thirteenth embodiment, p is 1. The remaining variables are as described and defined in the first through twelfth embodiments, or any aspect thereof, or the thirteenth embodiment.

In a second aspect of the thirteenth embodiment, the compound is represented by

Formula Ic-1:

or a pharmaceutically acceptable salt thereof. The variables are as described and defined in the first through twelfth embodiments, or any aspect thereof, or the thirteenth embodiment, or first aspect thereof. In a third aspect of the thirteenth embodiment, R ⁷ , if present, is selected from -(Co-Ce alkylene)~(C3-Cio carbocyclyi), -(Co-Ce a1kylene)-(4-13 membered heterocyclyl) and -(Co-Ce alkylene)~NR ^B R ^B \ The remaining variables are as described and defined in fee first through twelfth embodiments, or any aspect thereof, or the thirteenth embodiment, or first or second aspect thereof,

In a fourth aspect of the thirteenth embodiment, R ⁷ , if present, is -NR ^B R ^B* . Ihe remaining variables are as described and defined in the first through twelfth embodiments, or any aspect thereof, or the thirteenth embodiment, or first through third aspects thereof.

In a fourteenth em bodiment of the invention, the compound administered in the method of treating a hematological cancer is a compound represented by Formula I, or a pharmaceutically acceptable salt thereof, wherein X is N and R ³ is hydrogen. Values and alternative values for the remaining variables are as described and defined in the first through thirteenth embodiments, or any aspect thereof.

In a first aspect of the fourteenth embodiment, R ¹ is selected from hydrogen and NR ^B R ^B' , llie remaining variables are as described and defined in the first through thirteenth embodiments, or any aspect thereof, or the fourteenth embodiment.

In a fifteenth embodiment of the in vention, the compound administered in the method of treating a hematological cancer is a compound of Formula i, or a pharmaceutically acceptable salt thereof, wherein X is C(R ² ) and R. ² is (Ci alk lene)-NR ^B R ^B \ Values and alternative values for the remaining variables are as described and defined in the first through fourteenth embodiments, or any aspect thereof.

In a first aspect of the fifteenth embodiment, R ^B and R ^B are each independently selected from hydrogen and -{Ci-Ce alkyl). The remaining variables are as described and defined in fee first through fourteenth embodiments, or any aspect thereof, or the fifteenth embodiment.

In a sixteenth embodiment of the invention, the compound administered in the method of treating a hematological cancer is a compound represented by Formula Id:

or a pharmaceutically acceptable salt thereof, wherein R ⁷ is selected from halo, =0, Ci-Ct fluoroalkyl, C1-C4 alkyl, -(Co-C6 aIkylene)-(C3-Cio carbocyclyl), -(Co-C6 alkylene)-(4-13 membered heterocyclyl), O ^A , -(Co-C6 alkylene)-NR ^B R ^B' , and S(0)o-2R ^C . Values and alternative values for the variables are as defmed in the first through fifteenth embodiments, or any aspect thereof.

In a first aspect of the sixteenth embodiment, R ⁷ is 4-6 membered heterocyclyl or -NR ^B R ^B' . The remaining variables are as described and defined in the first through fifteenth embodiments, or any aspect thereof, or the sixteenth embodiment.

In a seventeenth embodiment of the invention, the compound administered in the m ethod of treating a hem atological can cer is a compound represented by Formula le:

or a pharmaceutically acceptable salt thereof, wherein R ⁷ is selected from halo, =0, C1-C4 fluoroalkyl, C1-C4 alkyl, -(Co-C6 alky1ene)-(C3-Cio carbocyclyl), -(Co-C6 alkylene)-(4-13 membered heterocyclyl), OR ^A , -(Co-Ce alkylene)-NR ^B R ^B' , and S(0)o-?.R ^c , Values and alternative values for the variables are as defmed in the first tlirough sixteenth embodiments, or any aspect thereof. In a first aspect of the seventeenth embodiment, ⁷ is 4-6 membered heterocyclyl or -NR ^B R ^B" . The remaining variables are as described and defined in the first throug sixteenth embodiments, or any aspect thereof, or the seventeenth embodimen t

in an additional aspect of any of the preceding embodiments, or any aspect thereof, each R ^A is independently selected from hydrogen, -(Ci-Ce alkyl), -(Co-Ce

alkyIene)-carbocyclyl, -(Co-Ce alkylene)-heterocyclyl, -S-(Ci-Ce alkyl), -S-(Co-C6 alkylene)- carbocyclyl, -S-(Co-C6 alkylene)-heterocyclyl, -C(0)-(Ci-Ce alkyl), -C(0)-(Co-Ce alkylene)-carbocyclyl, -C(0)-(Co-C6 alkylene)-heterocyclyl, and -C(0)N(R ^D )(R ^E ). The chemical moiety indicated when f in -N(R ^F )f- is 0 in the structural formulae described herein is ~N(H)~. Similarly, when q in -(R ⁸ )q is 0, it means that the carbon atom attached to ~(R ⁸ )q is attached to two hydrogen atoms.

An eighteenth embo of Formula (ΙΪΙ):

or a pharmaceutically eptable salt thereof, wherein:

R ¹ is selected from hydrogen, bromo, fluoro, chloro. Cj-Ce alkyl, -Ο-Ci-Ce alkyl, -S(0)m-Ci-C6 alkyl, C3-C7 cycloalkyl, -O-Cs-C? cycloalkyl, -S(0)m-C¾-C7

cycloalkyl, -CN, -NR ^G R ^G' , and -NH-C(0)-(Ci-C6 alkylene)-NR ^G R ^G' , wherein each alkyl, alkyiene or cycloalkyl in the group represented by R ¹ is optionally substituted with fluoro;

R ² is selected from fluoro, -Ci-Ce alkyl, and -[C(R ^H )(R ^H )] _m -NR ^I R ^r ;

R ³ is selected from hydrogen, fluoro, bromo, ~CN, -[C( ^H )( ^H )] _r ¾ ^r , -NR ^G R ^G' ,

NO2, -NH-C(0)-Ci-C4 alkylene-NR ^G R ^G- , Ci-Ce alkyl, -NH-C(0)-Ci-C6alkyl, -NH-S(0)m-Ci- Cs alkyl, -NH-S(0)m~C3-Cio carbocyclyl, -NH-S(0)m-(4-13 membered) heterocyclyl;

each R ^fj and R ^G is independently selected from hydrogen and C1-C4 alkyl; or R ^G and R ^G° taken together with the nitrogen atom to which they are bound form a (4-7 memhered) heterocylic ring optionally comprising one additional heteroatotn. selected from N, S and O, wherein the (4-7 membered) heterocylic ring is optionally substituted with fluoro. chloro, -OH, fluoro-substkuted C1-C4 alkyl, -C1-C4 alkyl, or -C1-C4 alkylene-0-Ci-C4 alkyl, and is optionally benzofused;

each R ^H and R ^H> is independently selected from hydrogen, C1-C4 alkyl, and C3-C10 carboeyclyl;

each R ¹ is selected from hydrogen, C1-C12 alkyl, -Co-Ce alkylene-Cs-Oo carboeyclyl, and -Co-Ce alkylene-(4-13 membered) heterocyclyl;

each R ^r is selected from hydrogen, Ci-Cs alkyl, -Co-Cs alkylene-Cs-Cio

carboeyclyl, -Co-Ce alkylene-(4-13 membered) heterocyclyl, -C(0)-Ci-C6 alkyl, -Co-Ce alkylene-C(0)-NR ^G R ^c \ -C(0)~Ci-C6 alkylene-NR ^G R ^G' , -C2-C6 alkylene-NR ^G R ^G' , -S(Q) _m -Ci~ C6 alkyl, -S(0)m-C3-Cio carboeyclyl, and -S(0)m-(4~13 membered) heterocyclyl, wherein each alkyl, carboeyclyl, alkylene or heterocyclyl in the group represented by R ¹ or R ^r is optionally and independently substituted with one or more substituents independently selected from fluoro, chloro, -OH, -O-C1-C4 alkyl, C1-C4 alkyl, fluoro-substituted-Ci-C4 alkyl, -NR ^G R ^G' , Cs-Cio carboeyclyl and a (4-13 membered) heterocyclyl; or

R ¹ and R ^r taken together with Hie nitrogen atom to which tliey are bound form a (4-7 membered) monocyclic heterocylic ring, or a (6-13 membered) bicyclic, spirocyclic or bridged heterocylic ring, wherein the (4-7 membered) monocyclic heterocylic ring, or the (6- 13 membered) bicyclic, spirocyclic or bridged heterocyclic ring optionally comprises 1 to 4 additional heteroatoms independently selected from N, S and O; and wherein the (4-7 membered) monocyclic heterocylic ring, or the (6-13 membered) bicyclic, spirocyclic or bridged heterocyclic ring is optionally substituted with one or more substituents

independently selected from C3-C10 carboeyclyl, (4-13 membered) heterocyclyl, fluoro, chloro, -OH, C1-C4 fluoroalkyl, C1-C4 alkyl, -Q-Cs-Cio carboeyclyl, -0-(4-13 membered) heterocyclyl, -C0-C4 alkyl-O-Ct-CU alkyl, -C0-C4 alkyl-0-Cs-C4 fluoroalkyl, =0, -C(0)-Ci-C ₄ alkyl, -C(O) NR°R ^G' , -N(R ^G )-C(0)-Ci-C4 alkyl, and -C0-C4 alkylene-NR ^G R ^G' , and wherein each carboeyclyl or heterocyclyl substituent is optionally substituted with fluoro, chloro, -OH, Ci~C4 fluoroalkyl, Ci~C4 alkyl, -0-Ci~C4 alkyl, ~0~Ci~C4 fluoroalkyl, -Nib, - H(Ci-C4 alkyl), or -N(Ci-C4 alky 1)2;

m is 0, 1 or 2; and n is 1 or 2,

In a first aspect of the eighteenth embodiment, R ¹ is hydrogen, bromo, fluoro, chloro, Ci-Ce alky], -O-Ci-Ce alkyl, -S(0) _m -Ci-C ₆ alkyi, C3-C7 cycloalkyl, -O-C3-C7

cycloalkyl, -S(0)m-C3-C7 cycloalkyl, -CN, - NR ^G R ^G' or -NH-C(0)-(Ci-C6 alkylene)- NR ^G R ^G* . In some embodiments, each alkyi, alkylene or cycloalkyl in the group represented by R ¹ is optionally substituted with fluoro. In other embodiments, R* is fiuoro, chloro, -CN or -N(CH3)2. In other embodiments, R ⁵ is fluoro, chloro or -Ν(0¾) ₂ . In other

embodiments, R ¹ is fluoro. In other embodiments, R ¹ is chloro. In other embodiments, R ^! is -N(CH ₃ )2. in other embodiments, R ¹ is hydrogen. The remaining variables are as described and defined in the eighieenth embodiment.

In a second aspect of the eighteenth embodiment, R ² is fluoro, -Ci-Cs alkyl, or -[C(R ^H )(R ^ri' )]m~N(R ^I )(R ^r ). In other embodiments, R ² is fluoro,

methyl, -CHCR^N^XR ^1' ), ~(CH ₂ )2-N(R ⁱ )(R ^r ), -NH(pyridyl), - H(Ci-Ce

alkyl), -NHC(0)-Ci-C3 alkylene-piperidine, -NHC(0)-Ci-C3 alkylene-pyrrolidine or -NHS(0) ₂ -phenyl, wherein each piperidine and each pyrrolidine in the group represented by R ² is optionally substituted with one or more -Ci-Ce alkyl In other embodiments, R ² is fiuoro, methyl or -CH(R ^H )-N(R^(R ^r ). In other embodiments, R ² is -ΟΗ{¾ ^Η )-1^χΚ ^Γ ). In other embodiments, R ² is fluoro. In other embodiments, R ² is -NHR ^1' . The remaining variables are as described and defined in the eighteenth embodiment, or the first aspect thereof.

In a third aspect of the eighteenth embodiment, R ³ is hydrogen, fluoro,

bromo, -CN, -NR ^G R ^G' , NO2, - H-C(0)-Ci-C4 alkylene-N(R ^I )(R ^r ),

Ci-Ce alkyl, - H~C(0)-Ci~C.6 alkyl, -NH-S(0)m-Ci-C6 alkyl, -NH-S(0)m-C3-Cio carboeyclyl or -NH-S(0)m-(4-13 membered) heterocyclyl. In other embodiments, R ³ is hydrogen, NH2 or -CH2-NH-CH2-C(CH3)3. In other embodiments, R ³ is hydrogen. In other embodiments, R ³ is -[C(R ^H )(R ^H )]n-N(R ^I )(R. ^r ) or -NR ^G R ^G' . The remaining variables are as described and defined in the eighteenth embodiment, or the first or second aspect thereof.

in a fourth aspect of the eighteenth embodiment, each R ^H and R ^H' is independently selected from hydrogen, C1-C4 alkyl, and C3-C10 carboeyclyl. In other embodiments, R ^H is hydrogen or methyl. The remaining variables are as described and defined in the eighieenth embodiment, or the first, second, or third aspect thereof. In a fifth aspect of the eighteenth embodiment, R ¹ is hydrogen, C1-C12 alkyl, -Co-Ce alk lene-C3-Cio carbocyclyl, or -Co-Ce alkylene-(4-13 membered) heterocyclyl In some embodiments, each alkyl, carbocyclyl, alkylene or heterocyclyl in the group represented by R ¹ is optionally and independently substituted with one or more substituents independently selected from fiuoro, chloro, -OH, -O-C1-C4 alkyl, C1-C4 alkyl, fluoro~substituted-Ci~C4 alkyl, -NR ^G R ^G" , C3-C10 carbocyclyl and a (4-13 membered) heterocyclyl In other embodiments, R ¹ is hydrogen, Ci-Cs straight chained alkyl, C1-C3 straight chained fluoroalkyl, cyclopropyl or -Ctfe-eyelopropyl. in other embodiments. R ¹ is hydrogen, C1-C3 straight chained alkyl or -CHz-cycIopropyl. The remaining variables are as described and defined in the eighteenth embodiment, or the first through fourth aspect thereof.

In a sixth aspect of the eighteenth embodiment R ^r is hydrogen, Ci-Cg alkyl, -C0-C0 alk lene-C3-Cio carbocyclyl, -Co-Ce alkylene-(4-13 membered) heterocyclyl, -C(0)-Ci-C6 alkyl, -Co-Ce aikylene-C(Q)NR ^G R ^G' ₅ -C(0)-Ci~C6 a1kylene-NR ^G R ^G' , -C2-C6

alkylene-NR ^G R ^G' , -S(0) _m -Ci-C6 alkyl, -S(0)m-C3-Cto carbocyclyl or -S(0) _m -(4-13 membered) heterocyclyl. in some embodiments, when R ² is hydrogen or Ci~C ₂ alkyl, R ³ is additionally benzyl In other embodiments, each alkyl, carbocyclyl, alkylene or heterocyclyl in the group represented by R ^r is optionally and independently substituted with one or more substituents independently selected from fluoro, chloro, -OH, -O-C1-C4 alkyl, C1-C4 alkyl, fluoro-substituted-Ci-C4 alkyl, -NR ^G R ^G' , C3-C10 carbocyclyl and a (4-13 membered) heterocyclyl. In other embodiments, R is hydrogen, Ci-C« alkyl, -CH Cffi¾ -C2-C6 a!k lene-O-Ci-Cs alkyl, -C3-C10 cycloalkyl, -C3-Ciocycloalkyl-substituted C1-C3 alkyl, cyclopropyl-substituted cyclopropyl, -(CH2)2-phenyl. or -S(0)2-phenyl, In other

embodiments, R ^r is hydrogen, Ci-Cs alkyl, ~CH ₂ -CHF2, -Ci-Ce alkylene-O-Ci-Cs alkyl, C3~ Cio cycloalkyl. C3-C10 cycloalkyl-substituted C5-C3 alkyl, or -(CH2)2-phenyL and when R ¹ is hydrogen or -Ci-C¾ alkyl, R ^F is additionally benzyl, in other embodiments, R ^r is selected from hydrogen, Ci-Cs alkyl, -CH2-CHF2, -Ci-Ce alkylene-0-Ci-C3 alkyl, Cs-Cio

cycloalkyl, ~(CH?.)2-phenyl and C3-C10 cycloalkyl-substituted C1-C3 alkyl, wherein each cycloalkyl in the group represented by R ^r is optionally substituted with-Ci-Cs alkyl or optionally benzofused The remaining variables are as described and defined in the eighteenth embodiment, or the first through fifth aspect thereof.

In a seventh aspect of the eighteenth embodiment, R ¹ arid R ^r taken together with the nitrogen atom to which they are bound form a (4-7 membered) monocyclic heterocylic ring, or a (6-13 membered) bicyclic, spirocyelic or bridged heterocylic ring, wherein the (4-7 membered) monocyclic heterocylic ring, or the (6-13 membered) bicyclic, spirocyelic or bridged heterocyclic ring optionally comprises 1 to 4 additional heteroatoms independently selected from N, S and O. in some embodiments, the (4-7 membered) monocyclic heterocylic ring, or the (6-13 membered) bicyclic, spirocyelic or bridged heterocyclic ring is optionally substituted with one or more substituents independently selected from C3-C10 carbocyclyl, (4-13 membered) heterocyclyl, fluoro, chloro, -OH, C1-C4 fluoroalkyl, C1-C4 alkyl. -O-C3-C10 carbocyclyl, -0-(4-13 membered) heterocyclyl, -C0-C4

alkyl-O-Ci-Ci alkyl, -C0-C4 alkyl-O-Ci-Q fluoroalkyl, =0, ~C(0)~Ci-C4 alkyl, -C(0)N R ^G R ^G' , -N(R ^G )-C(0)-Ci-C4 alk l, and -C0-C4 alkylene-N R ^G R ^G' , and wherein each carbocyclyl or heterocyclyl suhstituent is optionally substituted with fluoro, chloro, -OH, C1-C4 fluoroalkyl, C1-C4 alkyl, -O-C1-C4 alkyl, -O-C1-C4 fluoroalkyl, -NH2, ~NH(Ci~C ₄ alkyl), or -N(Ci-C4 alkyl)2. In other embodiments, R ¹ and R ^r taken together with the nitrogen atom to which they are bound form a ring selected from pyrrolidine, piperidine, piperazine and morpholine, wherein the ring is optionally substituted with one or more substituents independently selected from -OH, -C1-C3 alkyl and -C1-C3 alkylene-O-G-Cs alkyl, and wherein the ring is optionally benzofused or spirofused to cyclopropyl. In other

embodiments, R ¹ and R ^r taken together with the nitrogen atom to which they are bound form a ring selected from pyrrolidine and piperidine, wherem the ring is optionally substituted with one or more substituents independently selected from fluoro, C1-C3 alkyl and -C1-C3 a!k lene-O-Ci-Cs alkyl, and wherein the ring is optionally benzofused or spirofused to cyclopropyl. The remaining variables are as described and defined in the eighteenth embodiment, or the first through sixth aspect thereof.

In an eighth aspect of the eighteenth embodiment, R ^G and R ^G' are independently hydrogen or C1-C4 alkyl. in other embodiments, R ^G and R ^G' taken together with the nitrogen atom to which they are bound form a (4-7 membered) heterocylic ring optionally comprising one additional heteroatom selected from N, S and O, wherein the (4-7 membered) heterocylic ring is optionally substituted with fluoro, chloro, -OH, fluoro-substituted C1-C4 alkyl, -C1-C4 alkyl, or -C1-C4 alkylene-O- C1-C4 alkyl, and is optionally benzofused. The remaining variables are as described and defined in the eighteenth embodiment, or the first through seventh aspect thereof. A nineteenth embodiment of the invention is a compound of Structural Formula (III) or (ΠΡ), wherein R ² is fluoro,

methyl, -CH(R ^H >-N(R ^I )(R ^r ), -(CHb^-NC -W), ~NH(pyridyl) _; ~NH(Ci~Cs

alkyl), -NHC(0)-Ci-C3alkylene-piperidine, -NHC(0)-Ci-C3 alkylene-pyrrolidine or -NHS(0)2-phenyl, and each piperidine and each pyrrolidine in the group represented by R ² is optionally substituted with one or more -Ci-Ce alkyl; R ^H is hydrogen or methyl; R ¹ is hydrogen, C1-C3 straight chained alkyl, C3-C3 straight chained fiuoroalkyL cyclopropyl or -CH_-cyclopropyl; R ^1' is hydrogen, Ci-Cs alkyl, -CH2-CHF2, -C2-C6 alkylene-O-Ci-Cs alkyL -C3-C10 cycloalkyl, ~C3-Ciocycloalkyl~substituted Ci-Cs aikyl, cyclopropyl-substituted cyclopropyl, -(C¾)2-phenyl or -S(0)2-phenyI, and when R ¹ is hydrogen or C1-C2 alkyl, R ^r is additionally benzyl; or R ¹ and R ^r taken together with the nitrogen atom to which they are bound form a ring selected from pyrrolidine, piperidine, piperazine or morpholsne, wherein the ring is optionally substituted with one or more subslituents independently selected from -OH, -C1-C3 alkyl and -C1-C3 alkylene-G-Cs-Cs alkyl, and wherein the ring is optionally benzofused or spirofused to cyclopropyl. The remaining variables are as described and defined in the eighteenth embodiment, or any aspect thereof.

A twentieth embodiment of the invention is a compound of Structural Formula (EG) or (ΠΓ), wherein R ² is fluoro, methyl or -CHiR^-N^XR ^1' ); R ^H is hydrogen or methyl; R ¹ is hydrogen, C1-C3 straight chained alkyl or -CH2-cyclopropyl; R ^r is hydrogen, Ci-Cg alkyl, -CH2-CHF2, -Cs-Cs alkylene-O-Ci-C? alkyl, C3-C10 cycloalkyl, or C3-C10 cycloalkyl- substituted C1-C3 alkyl. wherein each cycloalkyl in the group represented by R ^r is optionally substituted with -C1-C3 alkyl or optionally benzofused, or -(CH2)2~phenyl; and when R ¹ is hydrogen or ~Ci-C2 alkyl, R ^1' is additionally benzyl; or R ¹ and R ^r taken together with the nitrogen atom to which they are bound form a ring selected from pyrrolidine and piperidine, wherein the ring is optionally substituted with one or more substituents independently selected from fluoro, -Ci-Cs alkyl and -C1-C3 alkylene-O-Ci-Cs alkyl, and wherein the ring is optionally benzoftised or spirofused to cyclopropyl. The remaining variables are as described and defined in the eighteenth or nineteeth embodiment, or any aspect thereof,

A twenty-first embodiment, of the invention is a. compound of Structural Formula (III) or (HE'), wherein X is fluoro, chloro, ~CN or -N(CEE3)2; and Z is hydrogen, I-I2

or -CEE2-NH-CH2-C(CH3)3. The remaining variables are as described and defined in the eighteenth through twentieth embodiments, or any aspect thereof. A twenty-second embodiment of the invention is a compound of Structural Formula (Til.) or IIP), wherein

R ¹ is selected from -QCFb, -CFs, CI, F, and ~N{CH3) ₂ ;

Z is hydrogen and when R ^s is F, Z is additionally selected from hydrogen. -NH2, - NH(Ci~C ₂ alkyl), and -N(Ci-C2 alkyl)2; and

R ² is -CHs- ^R ^1" ;

wherein

R ¹ is selected from hydrogen and C1-C3 alkyl; and

R ^r is selected from hydrogen, Ci-Cg alkyl, Co-Ce alkylene C3-C10 carboeyclyl, Cc-Cs alkylene-(4-13 membered) heterocyclyl, and C2-C6 alkylene -N(R ^G )(R ^G' ), wherein each carboeyclyl or heterocyclyl in tlie group represented by R ^r is optionally and independently substituted with one or more substituents independently selected from fluoro, -OH, ~0~Ci-C3 alkyl, C1-C3 alkyl, fluoro-subst tuted C1-C3 alkyl, -N(R ^G )(R ^G> ), C3-C10 carboeyclyl or a (4-13 membered) heterocyclyl; or

R ¹ and R ^r taken together with the nitrogen atom to which they are bound form (4-7 membered) saturated monocyclic heterocylic ring, or a (6-13 membered) saturated bicyclic, spirocyclic or bridged heterocylic ring, wherein the (4-7 membered) monocyclic heterocylic ring, or the (6-13 membered) bicyclic. spirocyclic or bridged heterocyclic ring, is optionally substituted with one or more substituents independently selected from C3-C10 carboeyclyl, (4- 13 membered) heterocyclyl, fluoro, -OH, -C1-C3 fluoroalkyl, -C1-C3 alkyl, -O-C3-Ci0 carboeyclyl, -0-(4-13 membered.) heterocyclyl, C0-C2 alkylene-0-Ci-C3 alkyl. C0-C2 alk lene-O-Ci-Cs fluoroalkyl, =0, and Co-C-4 alk lene-N(R ^G )(R ^G' )), and wherein each carboeyclyl or heterocyclyl suhstituent is optionally substituted with fluoro, -OH, C1-C3 fluoroalkyl, C1-C3 alkyl, -O-C1-C3 alkyl, -O-C5-C3 fluoroalkyl, -NH2 -NH(Ci-C4 alkyl), or - (Ci-C4 alkyl)2; and

each R ^G and R ^G' is independently selected from hydrogen and Ci~C alkyl. The remaining variables are as described and defined in the eighteenth through twenty-first embodiments, or any aspect thereof.

A twenly-third em bodiment of the invention is a compound of Structural Formula (ΠΙ) or (ΊΙΓ), wherein R ¹ is -OCH3. in other embodiments, R ¹ is -CF3. In other embodiments, R ^¾ is -CI. In other embodiments, R ¹ is -F and R ³ is hydrogen, in other embodiments, R ^¾ is - F and R ³ is selected from -NH2, ~NH(Ci-C2 alkyl), and ~N(Ci-C2 alkyl)2. in other embodiments, R ¹ is -N(C1¾)2, In other embodiments, R ² is -NH ^r ; and R ^1' is pyridyi, Ci-Cs alkyl, -C(0)-Ci-C3 alkylene-piperidine or -C(0)-Ci-C3 alkylene-pyrrolidme. Each piperidine or pyrrolidine in the group represented by R ^r is optionally substituted with one or more C1-C3 alkyl. The remaining variables are as described and defined in the eighteenth through twenty-second embodiments, or any aspect thereof.

A twenty-fourth embodiment of the invention is a compound of Structural Formulae (TV), (IV), (V), (V') ₅ (Va), ( ), (VI), (VI'), (VII) or (VIF):

or a pharmaceiitically acceptable salt thereof, wherein values and aliemaiive values for the variables are found in the eighteenth to twenty-third embodiments of the invention. A twenty-fifth embodiment of the invention is a compound of Structural Formulae or (IV)

or a pharmaceutically acceptable salt thereof, wherein:

R ¹ is selected from, bromo, fiuoro. chloro, Ci-Ce fluoroalkyl, -O-Ci-Ce

alkyl, -S(0)m-Ci-C6 alkyl, C3-C7 cycloalkyl, -O-C3-C7 cyeloalkyL ~S(G)m~C ₃ -C7

cycloalkyl, -CN, and - -I-C(0)-(Ci-Ce alk lene)-NR ^G R ^G' , wherein each alkyl, alkylene or cycloalkyl in the group represented by R ¹ is optionally substituted with fiuoro;

each R ^G and R ^G is independently selected from hydrogen and C1-C4 alkyl; or R ^G and R ^G' taken together with the nitrogen atom to which they are bound form a (4-7 membered) heterocylic ring optionally comprising one additional heteroatom selected from N, S and O, wherein the (4-7 membered) heterocylic ring is optionally substituted with fiuoro, chloro, -OH, fluoro-substituted C1-C4 alkyl, -C1-C4 alkyl, or -C1-C4 alky1ene-0-Ci-C4 alkyl, and is optionally benzofused;

each R ^H and R ^H' is independently selected from hydrogen, C1-C4 alkyl, and C3-C10 carboeyclyl;

each R ¹ is selected from hydrogen, Ci~Ci2 alkyl, -Co-Ce alkylene-C3-Cio carboeyclyl, and -C0-C6 alkylene-(4-13 membered) heterocyclyl;

each R ^1' is selected from hydrogen, Ci-Cs alkyl, -Co-Ce alkylene-Cs-Cio

carboeyclyl, -Co-Ce alkylene-(4-13 membered) heterocyclyl, -C(0)-Ci-C6 alkyl, -Co~C.6 alkylene-C(0)-NR ^G R ^G' ₅ -C(0)-Ci-Gi alkylene- R ^G R ^G' _s -C2-C6 alkylene-NR ^G R ^G' _s -S(0) _ffl -Ci- Ce alkyl, -S(0)m-C3-Cio carboeyclyl, and -S(0)m-(4-13 membered) heterocyclyl. wherein eaeh alkyl, carbocyclyl, alkyiene or heterocyclyl in the group represented by ¹ or R ^r is optionally and independently substituted with one or more substituents independently selected from fluoro, ehloro, -OH, -0-O-C4 alkyl, Ci~C4 alkyl, fSuoro-substituted~Ci-C4 alkyl, -NR. ^G R ^G' , Cs-Cio carbocyclyl and a (4-13 membered) heterocyclyl; or

R ¹ and R ^r taken together with the nitrogen atom to which they are bound form a (4-7 membered) monocyclic heterocylic ring, or a (6-13 membered) bicyclie, spirocyclic or bridged heterocylic ring, wherein the (4-7 membered) monocyclic heterocylic ring, or the (6- 13 membered) bicyclie, spirocyclic or bridged heterocyclic ring optionally comprises 1 to 4 additional heteroatoms independently selected from. , S and O; and wherei the (4-7 membered) monocyclic heterocylic ring, or the (6-13 membered) bicyclie, spirocyclic or bridged heterocyclic ring is optionally substituted with one or more substituents

independently selected from C3~CIG carbocyclyl, (4-13 membered) heterocyclyl, fluoro, ehloro, -OH, C1-C4 fluoroalkyl, C1-C4 alkyl, -O-C3-C10 carbocyclyl, -0~(4-13 membered) heterocyclyl, -C0-C4 alkyl-0-Ci-C4 alkyl, -C0-C4 alkyl-0-Ci-C4 fluoroalkyl, =0, -C(0)-Ci-C4 alkyl, ~C(0) NR ^G R ^G' , -N(R ^G )~C(0)-C■ -C4 alkyl, and -Co-C alk lene-NR ^G R ^G' , and wherein each carbocyclyl or heterocyclyl substituent is optiorsally substituted with fluoro, ehloro, -OH, C1-C4 fluoroalkyl, C1-C4 alkyl, -O-C1-C4 alkyl, -O-C1-C4 fluoroalkyl, -NH2, - H(Ci-C4 alkyl), or -N(Ct-C ₄ alkyl)2; and

m is 0, 1 or 2.

In a first aspect of the twenty-fifth embodiment

R ^H is selected from hydrogen and methyl;

R ¹ is selected from hydrogen, C1-C3 straight chained alkyl, Ci~C¾ straight chained fluoroalkyl, cyclopropyl, and -CFfc-cyclopropyl;

R ^r is selected from hydrogen, Ci-Cs alkyl, -CH2-CHF2, -C2-C6 alkylene-O-Ct- C3 alkyl, -Ca-Cio cycloalkyL -C3-C10 cycloalkyl-substituted C1-C3 alkyl, cyclopropyl- substituted cyclopropyl, -(CH2)2~phenyl, and -S(0)2~phenyL when R ² is hydrogen or C1-C2 alkyl, R ³ is additionally selected from benzy l; or

R ¹ and R ^r taken together with the nitrogen atom to which they are bound form a ring selected from pyrrolidine, piperidine, piperazine or morpholine, wherein the ring is optionally substituted with one or more substituents independently selected from -OH, -C1-C3 alkyl and -C3-C3 alkylene-0-Ci-C3 alkyl, and wherein the ring is optionally fused to phenyl or spirofused to cyclopropyl. In a second aspect of the twenty-fifth embodiment,

R ^H is selected from hydrogen and methyl;

R? is selected from hydrogen, C1-C3 straight chained alkyl

and -CHz-cyclopropyl;

R ^r is selected from hydrogen, Ci-Cs alkyl, -CHa-CHFa, -Ci-Ce alkylene-O-Ci- C3 alkyl, C3-C10 cycloalkyi, -(CH2)2-phenyl and C3-C10 cycloalkyl-substituted C1-C3 alkyl, wherein each cycloalkyi in the group represented by R ³ is optionally substitated with-Ci-Cs alkyl or optionally benzofused and when R ² is hydrogen or -C1-C2 alkyl, R ³ is additionally selected from benzyl; or

R ¹ and R ^r taken together with the nitrogen atom to which they are bound form a ring selected from pyrrolidine and piperidiiie, wherein the ring is optionally substituted with one or more substituents independently selected from fluoro -C1-C3 alkyl and -Ci-Cs alkylene-0-Ci-C3 alkyl, and wherein the ring is optionally fused to phenyl or spirofused to cyclopropyl.

In a third aspect of the twenty-fifth embodiment, R ¹ is fluoro or chloro.

In a fourth aspect of the twenty-fifth embodiment, the compound used in the method of treating hematological malignancies is seleted from any one of the following:

R ¹ is fluoro and -ΟΗ(Κ ^Η )-ΝΚ¾ ^Γ is 1 is fluoro and -CH(R ^H )- ¾ ^r is

R ¹ is fluoro and -€Η(Κ ^Η )~ Κ¾ ^Γ is

R ¹ is fluoro and -CH(R ^H )-NR¾ ^r is is fluoro and ~ΟΗ(Κ ^Η )~ΝΚ¾ ^Γ is

R ¹ is f!uoro and -ΟΗ(Κ ^Η )-Ν¾¾ ^Γ s

R ^! is fluoro and

R' is fluoro and

is fluoro and ~ CH(R ^H )-NR¾ ^r is

R ^! is fluoro and -CH(R ^M NR ^x R ^r is ^H 3 ^C :

1 is fluoro and -CH(R. ^H R ^l R ^1, is ^CH 3 ; i! O H

R ^! is fluoro and -CH(R ^H )~NR¾ ^r is

R ^'! is fluoro and -CH(R ^H )-NR¾ ^r is

R ¹ is fluoro and -CHiR ^H )- R¾. ^r is ^{C H} 3 CH ₃ .

R ^¾ is fluoro and— CH(R ^H )-NR¾. ^r is A _;

R ¹ is fluoro and ^H )-NR ¹ R ^1' is ^H ₃ ^{C H} 3 _;

! is fluoro and R ⁵ is fluoro and

R ¹ is fluoro and

R ^¾ is fluoro and 1 is fluoro and

R ^; is fiuoro and -0¾¾ ^Η Κ¾ ^Γ is ^{3 CH} 3 ^A <= _;

R ¹ is fiuoro and -€Η(Κ ^Η )-ΝΚ¾ ^Γ is H _;

R ¹ is fiuoro and 1 is fluoro and

R ^! is fluoro and R ^"! is fiuoro and

R ¹ is fiuoro and R ^'! is fluoro and -CH(R ^H NR¾ ^r is _; R ¹ is fluoro and R ¹ is fluoro and

R ^! is fluoro and

R ¹ is fluoro and

R ^; is fluoro and - CH(R ^H )-NR ^! R ^! is

R ^! is fluoro and -CH(R ^H R¾. ^r is

R ^; is fiuoro and -CH(R ^H )- RW is

R ¹ is fluoro and -CH(R ^H )~NR ^I R ^I is

R ¹ is fiuoro and -CH(R ^H )-NR ^! R ^1' is \— ' ; R ¹ is fiuoro and -CH(R ^H )-NR¾ ^r is

R ¹ is fluoro and -€Η( ^Η )-ΝΚ¾ ^Γ is

R ¹ is fluoro and -CH(R ^H )-NR¾ ^r is R ¹ is fiuoro and -CHCR^NRW is ^H 3 ^C ;

R ¹ is fiuoro and -€Η(Κ ^Η )- ¾ ^Γ is ^H 3 ^C :

R ¹ is fiuoro and -CH(R ^H )-NR ^I R ^F is

R ^s is fiuoro and -CH(R ^H )- ¾ ^r is ^{" '} " ^CH 3 ; is fiuoro and -CH(R ^H NR¾ ^r is

R ⁵ is fiuoro and -ΟΗ(Κ ^Η )-Ν ¾ ^Γ is

R ^"! is fiuoro and -CH(R ^H )~NR¾ ^r is

R ¹ is fiuoro and -CH(R ^H )-NR ^! R ^F is

* is fiuoro and

R ¹ is fiuoro and -CH(R ^H )-NR¾. ^r is

R ¹ is fiuoro and ~CHiR ^H NR¾. ^r is ^H s ^c R ¹ is fluoro and s fluoro and - CH(R ^H NR¾ ^r is

R ¹ is fluoro and ~€Η(Κ ^Η )-Μ¾ ^!' is s ;

R ¹ is fluoro and -CH(R ^H > R¾. ^r is \^ CH ₃ .

R ¹ is fluoro and -€Η^ ^Η Κ¾ ^Γ is ^H s ^c \^ .

R ^; is fluoro and -CH(R ^H )-NR ^l R ^r is ; is fluoro and -CH(R ^H )-NR¾ ^r is _; R ^! is fluoro and -CH(R ^M R¾. ^r is ^{3 0H} 3 _;

O

H ₃ C f-

R' is fluoro and -CHCR^- R'R ^1' is CH ₃ .

R ^l is fluoro and --€Η(Κ ^Η )-Ν¾¾. ^Γ is CH ₃ . R ^; is fluoro and R ^! is fiuoro and

R ^! is fiuoro and fiuoro and

R ^"! is fiuoro and R ¹ is fiuoro and

R ^! is fiuoro and -CHiR^- W is ^CH 3 ;

R ¹ is fluoro and ^Η )-Ν&¾ ^Γ is V _;

R ^; is fluoro and

R ^¾ is fluoro and -CH(R ^H )-NR¾ ^r is ^CH 3 ; i

R ⁵ is fiuoro and -CH(R ^H )-NR ^! R ^r is ^C 3 ;

R ^: is fiuoro and -CiI(R ^H )~NR¾ ^r is R ¹ is f!uoro aud

R ¹ is fiuoro and

R ^; is fiuoro and -CH(R ^H )-NR ¹ R ^1' is ^CH 3

R' is fiuoro and

R ^! is fiuoro and

R ¹ is fiuoro and -CH(R ^H )-NR ^I R ^r is V

R ¹ is fiuoro and ~€Η(Κ ^Η )- Ι¾ ^Γ is

R ¹ is fluoro and ~CHiR ^H )-NR¾. ^r is

R ⁵ is fluoro and -CU(R ^H )-NR¾ ^r is : R ^! is fiuoro and

R ^! is fluoro and -CH{R ^H )-NR¾ ^r is ^CH 3

R ¹ is fluoro and

R ¹ is fiuoro and -€Η(Κ ^Η )-ΝΚ¾. ^Γ is H _; R ¹ is fluoro and R ¹ is fluoro and

H '

R ¹ is fluoro and -€Η(Κ ^Η )-ΝΚ¾ ^Γ is CH ₃ .

R ^! is fluoro and -CH(R ^H )-NR ^J R ^r is ^{J CH} s ^{C H} 3 _;

R ¹ is fluoro and ! is fluoro and ! is fluoro and

"3*·

R ¹ is fluoro and -CHi ^- ^R ^1' is ^H 3 ^C

R ^; is fluoro and R ⁵ is fluoro and ~CH(R ^H )-NR ^! R ^r is ;

R ^! is fluoro and

O

H 11 H

R- is fluoro and -CHiR^NRW is O H CH ₃ O

! fluoro arid ~€Η(Κ ^Η )- ¾ ^Γ is ³ H

R ^; is fluoro and

R ¹ is fluoro and - CH(R ^H )-NR¾ ⁱ ' j _s R ¹ is fluoro and -CH^-N ^' is CH ₃ .

R ^"! is fluoro and

R ^l is fluoro and

R ¹ is fluoro and -€Η(Κ ^Η )-ΝΚ¾ ^Γ is ^{C H} 3 _;

R ^! is fluoro and

R ¹ is fluoro and

R ⁵ is fluoro and - Cl (R ^H )-NR¾ ^r is

' H

R ¹ is fluoro and ~€¾¾ ^Η )->¾¾ ^Γ is ^CH 3

R ^"! is fluoro and ~CH(R ^H )-NR¾ ^r is R ^'! is fiuoro and

R ¹ is fiuoro and

R ^! is fiuoro and

R ¹ is fluoro and

R ¹ is fiuoro and

R ¹ is chioro and

R ¹ is chloro and

R ^'! is chloro and

R ^l is chloro and - €ί¾¾ ^Η )-ΝΚ% ^Γ is

R ¹ is chloro and

R ^'! is chloro and -€Η(Κ ^Η )-Ν¾¾ ^Γ is H

R ⁵ is chloro and -CH{¾ ^H NR.¾. ^r is

H3C CH3

R ¹ is chloro and -CH(R ^H > R¾ ^r is H

H

R ¹ is chloro and -CHC ^- RW is ^CH 3

R ^"! is chloro and -€Η( ^Η )-Ν ¾ ^Γ is ^CH 3 ; and

R ⁵ is chloro and -CH(R ^H )-NR ^! R ^r is _a pharmaceutically acceptable salt of any of the foregoing. The above listed compounds were prepared according to the synthetic procedures detailed in U.S. Patent No. 9,315,451 incorporated herein by reference in its entirety.

In a fifth aspect of the twenty-fifth embodiment, R ¹ is -OCth, -CF3, CI or F.

A twe a compound selected from

Conipoimd 2:

Compound 4b or a pharmaceutically acceptable salt thereof. FURTHER EMBODIMENTS

In further embodiments, the present invention relates to a method of treating a hematological cancer in a subject in need thereof and compounds for use in treating such cancer, The method comprises administering to the subject an effective amount of a compound represented by any one of structural formulas described below or a

pharmaceutically acceptable salt thereof.

A twenty-seventh embodiment the present invention is a method of treating a hematological cancer comprising administering to a subject in need of treatment an effective amount of a compound having Structural Formula (I) or (P):

or a pharmaceutically acceptable salt thereof, or a pharmaceutically acceptable composition thereof. In a first aspect of the twenty-sixth embodiment:

X is selected from. C(R. ² ) and N;

R ^'! is ~OR ^A , hydrogen, halo, -(Ci-Ce alkyl), -C(0)NR ^B R ^B' , ~NR ^B R ^B' , ~S(0)o-2.R ^c , (Co-

Cs alkylenyl)-(C3-i2) carbocyclyl, and -(Co-Ce alkylenyl)-(4- to 13 -member) heterocyclyl; R ² is -(Co-Ce aik lenyl)-(4- to 13 -member) heterocyclyl,

hydrogen, halo, -(Ci-Ce alkyl), ~OR. ^A , -C(0)NR ^B R ^B' , -NR. ^B R ^B' , ~8(0)o-2R ^c , or (Co-Ce alkylenyl)~(C3-i2) carbocyclyl; or

R ¹ and R ² are optionally taken together with atoms to which they are bound to form a C3-i2 carbocyclyl or a 4- to 13-member heterocyclyl ring;

each of R ³ , R ^s and R ⁶ is independently selected from hydrogen, halo, -(Ci-Ce alkyl), -OR ^A , -C(0) R ^B R ^B' ₅ NR ^B R ^B' ₃ S(0)o-2R ^C , -(Co-Ce alkylenyl)-(C ₃ -32) carbocyclyl, and -(Co-Ce alk lenyl)-(4- to 13-member) heterocyclyl; or

R ² and R ³ are optionally taken together with atoms to which they are bound to form a C3-12 carbocyclyl or a 4- to 13-member heterocyclyl ring;

R ⁴ is selected from hydrogen, -(Ci-Ce alkyl), -(Co-Ce alkylenyl)- (C3-12) carbocyclyl, and -(Co-Ce alkylenyl)- (4- to 13-member) heterocyclyl;

R ^4' is selected from hydrogen, -(Ci-Ce alkyl), S(0)i-2R ^C , ~(Co-Ce alkylenyl)- (C3-12) carbocyclyl, -(Co-Ce alkylenyl)- (4- to 13-member) heterocyclyl, -C(0)-(Ci-C6 alkyl), and -C(0)-(Ci-C6 alk O- ³ ^, -C(NR*)NR ^** R ^*** , wherein R*, R", and R ^** \ each independently, is H or a C1-4 alkyl, -C(0)-(C3-i2)carbocyclyl; or

R ⁴ and R ^4' are optionally taken together with the nitrogen atom to which they are commonly bound to form a 4-8 membered ring optionally comprising 1-2 additional heteroatoms independently selected from , O and S;

R ^6* is selected from hydrogen, -(Ci-Ce alkyl) and -(Cs-Ce cycloalkyl);

each R ^A is independently selected from -(Ca-Ce alkyl), hydrogen, -(Co-Ce alkyleny1)~(C3-i2) carbocyclyl, -(Co-Ce alkylenyl)- (4- to 13-member)

heterocyclyl, ~C(0)-{Ci~C6 alkyl), -C(0)~(Co-Ce alkylenyl)- (C3-12) carbocyclyl, -C(0)~(Co-C6 alkylenyl)- (4- to 13-member) heterocyclyl, and -C(0)N(R )(R ^E );

each R ^B and each R ^B' is independently selected from hydrogen, -(Ci-Ce alkyl), -(Ci-

Ce haloalkyi), -(Co-Ce alkylenyl)- (C3-12) carbocyclyl, -(Co-Ce alkylenyl)- (4- to 13-member) heterocyclyl, -S(0)i- (Ci-Ce alkyl), -S(0)i-2-(Co-C6 alkylenyl)- (C3-12)

carbocyclyl, -S(0)i-2-(Co-Ce alkylenyl)- (4- to 13-member) heterocyclyl, -C(0)-(Ci-Ce alkyl), ~C(0)-(Co~C6 alkylenyl)- (C3-12) carbocyclyl, ~C(G)H, -C(0)-(Co~Ce alkylenyl)- (4- to 13-member) heterocyclyl, -C(0)~(Co-C6 alk lenyl)~N(R ^D )(R ^E ), and -N ^÷ (R ^F' )3, wherein R ^F , for each occurrence independently, is H, a Ci-6 alkyl, a Ci-e haloalkyi, a (Ci-4 alkoxy)-(Cs-e)alkyl, an amino(Ci-6)ajkyl or a mono- or di(Ci-4 alkyl)amino-(Ci-6)aJkyL a (C3-i2)carbocyclyl-(Co- 3)alkylenyL a or any two R ^F , taken together with the nitrogen atom to which they are attached, for a 4- to 13-member heterocyclyl, optionally including one additional heteroatom selecied from O, N or S;

each R ^c is independently selected from -(Ci-Ce alkyl), -(Co-C« alkylenyl)- (C3-12) carbocyclyl and ~(Co-Ce alkylenyl)- (4- to 13-member) heterocyclyl; and

each R ^D and each R ^E is mdependently selected from hydrogen, -(Ci-Ce alkyl), -(Co-Ce alkylenyl)- (CM?.) carbocyclyl, and ~(Co-Ce alkylenyl)- (4- to 13-member) heterocyclyl, wherein:

any alkyl, or alkylenyl portion of R ¹ , R ² , R ³ , R ⁴ , R , R ⁵ , R ⁶ is optionally and mdependently substituted with one or more substituents independently selecied from halo,

=0, OR ^A , NR ^B R ^B' , and S(0 WLR ^C ;

any alkyl or alkylenyl portion of R ^6' _s R ^A , or R ^c , is optionally and independently substituted with one or more fluoro;

any carbocyclyl or heterocyclyl portion of any of R ³ . R ² , R ³ , R ⁴ , R ^4' , R ^s , R ⁶ , or any ring formed by taking together R ¹ and R ² , R ² and R ³ or R ⁴ and R ^4' is optionally and mdependently substituted on a carbon atom with one or more substituents independently selected from halo, =0, C1-C fluoroalkyl, Ci-CU alkyl, -(Co-Ce alk lenyl)-(C3-Cio carbocyclyl), -(Co-Ce alkylenyl)-(4-13 membered heterocyclyl), OR ^A . -(Co-Ce

alky!enyl)-NR ^B R ^B' , and 8(G)o-2R. ^C ;

any heterocyclyl portion of any of ^, R ² , R ³ , R ⁴ , ⁴ , ^, ^, or any ring formed by taking together R ^J and R ² , R ² and R ³ or R ⁴ and R ^4' is optionally and independently substituted on a substitutable nitrogen atom with R ^F ;

each R ^F is independently selected from -(Ci-Ce alkyl), -(Ci-Ce haloalkyl), -(d-Ce hydroxyalkyl), -(Co-Ce alkylenyl)- (C3-12) carbocyclyl, -(Co-Ce alkylenyl)- (4- to 13 -member) heterocyclyl, -S(0)i-2-(Ci-C6 alkyl), -S(0)t-2-(Co-C6 alkylenyl)-( C3- i2)carbocyclyl, -S(0)i-2-(Co~C6 alkylenyl)- (4- to 13-member) heterocyclyl, -C(0)-(Ci-Ce alkyl), -C(0)-(Co-C6 alkylenyl)- (C3-12) carbocyclyl, -C(0)H, -C(O)-(Co-Ce alkylenyl)- (4- to

13-member) heterocyclyl, -(Co-Ce alkylenyl)-C(0)2-(Ci-C6 alkyl), -(Ci-Ce alkylenyl)-NR ^B R ^B' and -C(0)N(R ^D )(R ^E );

any carbocyclyl or heterocyclyl portion of R ^A , R ^B , R ^B' , R ^c , R ^D , R ^E , R ^F , any cycloalkyl portion of R ^6' , or any substituent of R ³ . R ² , R ³ , R ⁴ , R ^4' , R ^s , R ⁶ is optionally and independently substituted on a carbon atom with a one or more substituents independently selected from fluofo, c ofo. Ca-C4 alkyl, C3-C4 fluoroalkyL -O-C1-C4 alkyl -G-C1-C4 fluoroalkyL =0, -OH, -NH¾ ~NH(Ci-C4 alkyl), and -N(Ci-C4 alkyl) ₂ ;

any heterocyclyl portion of R ^A , R ^B , R ^B' , R ^c , R ^D , R ^E , R ^F , or any heterocyclyl substituent of R ¹ , R ² , R ³ , R ⁴ , R ^4' , R ⁵ , or R ⁶ is optionally substituted on a substitutable nitrogen atom with -C1-C4 alkyl, or -S(0)i-2-(C ₁ -C4 alkyl).

In a second aspect of the twenty-sixth embodiment:

X is selected from N and C(R ² );

each of R ¹ , R ² , R ³ , R ⁵ and R ⁶ is independently selected from hydrogen, halo, -(Ci-Ce alkyl), ~OR ^A , -C(0)NR ^B R ^B" , R R ^B" , S(0)o-2R. ^C , -(Co-Ce alkylenyi)- (C3-12) carbocyclyl, and -(C0-C6 alkylenyi)- (4- to 13-member)heterocyclyl; or

R ¹ and R ² are optionally taken together with atoms to which they are bound to form a C3-12 carbocyclyl or 4- to 13-member heterocyclyl ring; or

R ² and R ³ are optionally taken together with atoms to which they are bound to form a C3-32 carbocyclyl or 4- to 13-member heterocyclyl ring;

R ⁴ is selected from hydrogen, -(Ci-Ce alkyl), -(Co~Gs alkylenyi)- (C3-12) carbocyclyl, and -(Co~C6 alkylenyi)- (4- to 13-member)heterocyclyl;

R ^4" is selected from hydrogen, -(C2-C6 alkyl), S(0)i-2R ^C , -{Co-Cft alkylenyi)- (C3-12) carbocyclyl, -(Co-Ce alkylenyi)- (4- to 13-member)heterocyclyl, -C(0)-(Ci-Ce alkyl), and ~C(0)-(C.-C6 alkyl)-NR¾ ^E ; or

R ⁴ and R ⁴ are optionally taken together with the nitrogen atom to which they are commonly bound to form a 4-8 membered ring optionally comprising 1-2 additional heteroatoms independently selected from N, O and S;

R ^6* is selected from hydrogen, -(Ci-Ce alkyl) and -(Cs-Ce cycloalkyl);

each R ^A is independently selected from hydrogen, -(Ci-Ca alkyl), -(Co-Ce alkylenyi)- (C3-12) carbocyclyl, -(Co-Ce alkylenyi)- (4- to 13- member)heterocyclyl, ~C(Q)-(Ci~C6 alkyl), -C(0)-(Co-Cs alkylenyi)- (C3-12)

carbocyclyl, -C(0)-(Co-C6 alkylenyi)- (4- to 13-member)heterocyclyl, and -C(0)N(R ^D )(R ^E ); each R ³ and each R ^B' is independently selected from hydrogen. -(C1-C6 alkyl), -(Co- Ce alkylenyi)- (C3-12) carbocyclyl, -(Co-Ce alkylenyi)- (4- to 13- member)heterocyclyl, -S(0)i-2-(Ci-Ce alkyl), ~S(Q)i-2~(Co~C6 alkylenyi)- (C3-12)

carbocyclyl, -S(0)i-2-(Co-C6 alkylenyi)- (4- to 13-member)heterocyclyl, -C(0)-(Ci-Ce alkyl), -C(0)-(Co-Ce alkylenyl)- (C u) carbocyclyl, -C(0)H, -C(0)-(Co-G> alkylenyl)- (4- to 13-member)heterocy yL and -C(0)N(R ^D )(R ^E );

each R ^c is mdependentiy selected from -(Ci-Ce alkyS), -(Co-Ce alkylenyl)- (C3-12) carbocyclyl and -(Co-Ce alkylenyl)- (4- to 13-member)heterocyclyl; and

each R ^D and each R ^E is independently selected from hydrogen, -(Ci-Ce alk l), ~(Co-C6 alkylenyl)- (€3-12) carbocyclyl, and -(Co-Ce alkylenyl)- (4- to 1.3-in.em.ber)heterocyc1yl,

wherein:

any alkyl, or alkylenyl portion of R ¹ , R ² , R ³ , R ⁴ , R ^4' , R ⁵ , R ⁶ is optionally and independently substituted with one or more substituents mdependentiy selected from halo, =0, OR ^A , R ^B R ^B' , and S(0)o- ₂ R ^c ;

any alkyl or alkylenyl portion of R ^6' , R ^A , or R ^c , is optionally and independently substituted with one or more fluoro;

any carbocyclyl or heterocyclyl portion of any of R ¹ , R ² , R ³ , R ⁴ , R ^4' , R ^s , R ⁶ , or any ring formed by taking together R ^! and R ² , R ² and R ³ , or R ⁴ and R ^4' is optionally and independently substituted 011 a carbon atom with one or more substituents independently selected from halo, =0, C1-C4 fluoroalkyL C1-C4 alkyl, C3-C10 carbocyclyl, a 4-13 membered heterocyclyl, OR ^A , R ^B R ^B ', and S(0)o-2R ^C ;

any heterocyclyl portion of any of R ¹ , R ² , R ³ , R ⁴ , R ^4' , R ⁵ , R ⁶ , or any ring formed by taking together R ⁵ and R ² , R ² arid R ³ , or R ⁴ and R ⁴ ' is optionally and independently substituted on a substitatable nitrogen atom with R ^p ;

each R ^F is independently selected from -(Ci-Ce alkyl), -(Co-Ce alkylenyl)- (C3-12) carbocyclyl, -(Co-Ce alkylenyl)- (4- to 13-member)heterocyclyl, -S(0)i-2-(Ci-Ce alkyl), ~8(0)i-2~(Co-G5 alkylenyl)- (C3-12) carbocyclyl, -S(0)i-2-(Co-C6 alkylenyl)- (4- to 13- member)heterocyclyL -C(0)-(Ci-Ce alkyl), -C(0)-(Co-C& alkylenyl)- (C3-12)

carbocyclyl, -C(0)H, -C(G)-(Co-Gs alkylenyl)- (4- to 13-member)heterocyclyl,

and ~C(0) (R ^D )(R ^E );

any carbocyclyl or heterocyclyl portion of R ^A , R ^B , R ^B , R ^c , R°, R ^E , R ^F , any cycloalkyl portion of R ^6' , or any substituent of R ¹ , R ² . R ³ , R ⁴ , R ^4' . R ⁵ , R ⁶ is optionally and independently substituted on a carbon atom with a one or more substituents independently selected from fluoro, chloro, C1-C4 alkyl, C1-C4 fluoroalkyL -O-C1-C4 alkyl, -O-C1-C4 fluoroalkyL

=0, -OH, -NH2, -NH(Ci-C4 alkyl), and -N(Cs-C4 alkyl}?; and any heterocyclyl portion of R ^A , R ^B , R ^B' , R ^c , R ^D . R ^E . R ^F , or any heterocyclyl substituent of R. ¹ , R ² , R ³ , R ⁴ , R ^4' , R ⁵ , or R ⁶ is optionally substituted on a suhstitutable nitrogen atom with -Ci-Ct alkyl, or -S(0)i-2-(Ci~C4 alkyl). The remainder of the values and example values of the variables in structural formulas (I) and (Γ) of the 26 ^th embodiment are as defined above with respect to the first aspect of the 26* embodiment.

In a third aspect of the 26 ^th embodiment, each of R ⁵ , R" and R ⁶ is hydrogen. The remainder of the values and example values of the variables in structural formulas (I) and (F) of the 26 ^th embodiment are as defined above with respect to the first and second aspects of the 26 ^th embodiment.

In a fourth aspect of the 26 ^th embodiment, R ⁴ is selected from hydrogen and -(Ci-Ce alkyl); R ^4' is selected from hydrogen, -(C2-C6 alkyl) optionally substituted with one or more substituents independently selected from hydroxy and halo, -(C3-C6 cycioaikyl), -C(0)-(Ci- Gs alkyl), -C(0)-(Ci-Ce alkylenyl)~ (R ^D )(R ^E ), and S(0)IJ ^c ; or R ⁴ and R ^4' are taken together with the nitrogen atom to which they are commonly bound to form a 4-6 membered ring optionally comprising 1-2 additional hetsroatoms independently selected from N, O and 8; R ^c is -(Ci-Ce alkyl); and each of R ^D and R ^E is independently selected from hydrogen and -(C1-C6 alkyl). The remainder of the values and example values of the variables in structural formulas (1) and (F) of the 26 ^th embodiment are as defined above with respect to the aspects one through three of the 26 ^th em bodiment.

In the fifth aspect of the 26 ^th embdoiemnt, R ⁴ is selected from hydrogen and -(Ci-Ce alkyl); R ^4' is selected from hydrogen, -(C2-C6 alkyl), -(Cs-Ce cycioaikyl), -C(0)-(Ci-C6 alkyl), ~C(0)-(Ci~C6 aikyienyl)-N(R ^D )(R ^E ), and S(0)i. ₂ R ^c ; R ^C is -(Ci-Ce alkyl); and each of R ^D and R ^E is independently selected from hydrogen and ~(Ci-Ce alkyl). The remainder of the values and example values of the variables in structural formulas (I) and (I ⁵ ) of the 26 ^th embodiment are as defined above with respect to the aspects one through four of the 26 ^th embodiment.

In the sixth aspect of the 26 ^th embodiment, R ⁴ is selected from hydrogen, methyl, ethyl and propyl; and R ^4' is selected from hydrogen, ethyl, propyl, cyciopropyl,

~C(Q)€¾ -C(0)CH2N(CH3)2 ₅ and -S(0)aCH3. The remainder of the values and example values of the variables in structural formulas (I) and (F) of the 26 ^th embodiment are as defined above with respect to the aspects one through five of the 26* embodiment. In the seventh aspect of the 26* embodiment, R ¹ is selected from hydrogen, halo, -(Ci-Ce alkyl) optionally substituted with one or more substituents independently selected from halo, - ^B R ^B> , -C(0)NR ^B R ^B' , ~OR -(Co-Ce alkylenyl)- (C3-12) carbocyclyl, and -(C0-C6 alkylenyl)- (4- to 13 -member) lieterocyclyl, wherein R ^A is Ci-Ce alkyl optionally substituted with one or more fluoro. The remainder of the values and example values of the variables in structural formulas (f) and (P) of the 26 ^th embodiment are as defined above with respect to the aspects one through six of the 26 ^th embodiment.

In the eight aspect of the 26* embodiment R ³ is selected from hydrogen

and -N R ^B )(R ^B' ), wherein R ^B is hydrogen. The remainder of the values and example values of the variables in structural formulas (I) and (Γ) of the 26 ^th embodiment are as defined above with respect to the aspects one through seven of the 26 ^th embodiment,

in the ninth aspect of the 26 ^th embodiment, X is C(R ² ). The remainder of the values and example values of the variables in structural formulas (I) and (P) of the 26 ^th embodiment are as defined above with respect to the aspects one through eight of the 26* embodiment, in the tenth aspect of the 26* embodiment X is C(R ² ); and R ¹ is selected from hydrogen, halo, -(Ci-Ce alkyl) optionally substituted with one or more substituents independently selected from halo, -NR ^B R ^B' ₅ ~C(G)NR ^B R ^B' _S -OR ^A , -(Co-Ce alkylenyl)- (€3-12) carbocyclyl, and -(Co-Ce alkylenyl)- (4- to 13-member) heterocyclyl, wherem R ^A is Ci-Ce alkyl optionally substituted with one or more fluoro. The remainder of the values and example values of the variables in structural formulas (I) and (Γ) of the 26 ^th embodiment are as defined above with respect to the aspects one through eight of the 26 ^th embodiment.

In the tenth aspect of the 26 ^th embodiment R ¹ is selected from hydrogen, halo, ~(Ci- C6 alkyl) optionally substituted with one or more substituents independently selected from halo, and -OR ^A , wherein R ^A is Ci-Ce alkyl optionally substituted with one or more fluoro, The remainder of the values and example values of the variables in structural formulas (1) and (Γ) of the 26 ^th embodiment are as defined above with respect to the aspects one through nine of the 26 ^th embodiment.

In the eleventh aspect of the 26* embodiment. R ¹ is selected from hydrogen, fluoro. chloro, CF3, OCH3, OCF3, (CH3)2 and NHCH3, for example, R ¹ is selected fro hydrogen, fluoro, chloro, CF3 and OCF3. The remainder of the values and example values of the variables in structural formulas (I) and (P) of the 26 ^th embodiment are as defined above with respect to the aspects one through ten of the 26 ^th embodiment. In the twelfth aspect of the 26 ^th embodiment, X is C(R ² ); and R ¹ and R ² are taken together with the atoms to which they are bound to form a 4- to 13-mem.ber nitrogen- containing heterocyclyl ring, wherein the ring comprising R ¹ and R ² is optionally substituted on any substitutable nitrogen atom with C1-C4 alkyl; and optionally substituted on a carbon atom with NR ^B R ^B" , wherein each of R ^B and R ^B' is independently selected from hydrogen and Ci-Ce alkyl. The remainder of the values and example values of the variables in structural formulas (X) and (Γ) of the 26 ^th embodiment are as defined above with respect to the aspects one through elleven of the 26* embodiment.

In the thirteenth aspect of the 26 ^th embodiment, X is C(R ² ); and R ^! and R. ² are taken

atoms to which they are bound to form : or wherein "«^Λ 1" represents a point of attachment to the carbon atom bound to R ¹ ; and ' ^ίΛΛ 2" represents a point of attachment to the carbon atom bound to R ² ; and f is 0 or 1, For example, R ¹ and R ² are taken to ether with the carbon atoms to which

they are bound wherein ^{i,;¾ A} 1." represents a point. of attachment to the carbon atom boursd to R ¹ and " ^» ΛΛ 2" represents a point of attachment to the carbon atom bound to R ² . The remainder of the values and example values of the variables in structural formulas (I) and (Γ) of the 26* embodiment are as defined above with respect to the aspects one through twelve of the 26 ^th embodiment.

In the fourteenth aspect of the 26* embodiment, X is C R ² ); and R ² is -(Co-Ce alk lenyl)- (4- to 13-member) heterocyclyl optionally substituted on a nitrogen atom with -(Ci-Ce alkyl); -(C0-C6 alkylenyl)- (C3-12) carbocyclyl; or -(Ci-C6)alkyl substituted with N ¾ ^B> . For example, R ² is pyrrolidinyl optionally substituted on a nitrogen atom with Ci- C ₄ alkyl or benzyl. The remainder of the values and example values of the variables in structural formulas (I) and (Γ) of the 26 ^th embodiment are as defined above with respect to the aspects one through ellevers of the 26 ^th embodiment In the fifteenth aspect of the 26 ^th embodiment. X is C( ² ); and R ² and R ³ are taken together with the atoms to which they are bound to form a nitrogen-containing 4- to 13-

"ΛΛ 2" represents a point of attachment to the carbon atom bound to R ² ; 3" represents a point of attachment to the carbon atom bound to R ³ ; and f is 0 or 1 , The remainder of the values and example values of the variables in structural formulas (i) and (Γ) of the 26 ^th embodiment are as defined above with respect to the aspects one through eleven of the 26 ^th In the sixteenth aspect of the 26 ^th embodiment, X is C(R ² ); and R ³ is selected from hydrogen and -N(R ^B )(R ^B' ), wherein R ^B is hydrogen and R ^B' is -C(0)~(Co-C6 alkylenyl)- (4- to 13-member) heterocyclyl or -C(0)-(Co-C6 alkylenyI)-N(R )(R ^& ). For example, R ³ is selected from . The remainder of the values and example values of the variables in structural formulas (I) and (Γ) of the 26 ^th embodiment are as defined above with respect to the aspects one through fourteen of the 26* embodiment.

In the seventeenth aspect of the 26* embodiment X is C(R ² ). The remainder of the values and example values of the variables m structural formulas (i) and (P) of the 26 ^th embodiment are as defined above with respect to the aspects one through nine of the 26 ^th

In the eighteenth aspect of the 26" embodiment, the compound is represented by any one of the following structural formulas, or a pharmaceutically acceptable salt thereof:

The compound numbers in the tables set forth above reference synthetic schemes in WO2014/03650 all of which are found in U.S. Patent No. 9,573,895 the entire content of which is hereby incorporated by reference.

In the nineteenth aspect of the 26 ^th em bodiment, th e compound is represented by any one of

or a pharrrsaceiitically acceptable salt thereof. In a 27 ^th embodiment, the present invention is a method of treating a hematological cancer comprising administering to a subject in need of treatment an effective amount of a compound represented by any one of structural formulas (X) or (X-l)

or a pharmaceutically acceptable salt thereof, or a pharmaceutically acceptable composition thereof

In the first aspect of the 27 ^th embodiment, R ⁷⁰⁰ , for each occurrence independently, is a halogen; R ^901a , for each occurrence independently, is H or a C3-C4 a!kyl; R ⁴⁰³ and R ^{401 '} , for each occurrence independently, is H or a C1-C4 alkyl, a C1-C4 hydroxyalkyl, a (C1-4

alkyl)C(O)-, a C3-12 carbocyclyl-C(O)-, wherein the carbocyclyl portion is optionally substituted with a hydroxyl group, a (C1-4 alkyl)S(0)i-2- , a (C1-4 alkyl)C(0)NH(Ci-4 aikyienyl)-, a (C1-4 alkyl)S(0)i-2NH(Ci-4 alkylenyl)- , or a moiety represented by the following structural formula:

wherein "ΛΛ " represents the point of attachment to the nitrogen atom, and R ^4a and R ^4a' ₅ for each occurrence independently, is H or a C1-C4 alkyl, or, taken together with the nitrogen atom to which they are attached, form a 4-13 member heterocyclyl; and R ⁹⁰¹ , R ^{903 '} , and R ^90i" , for each occurrence independently, is H, a C1-C6 alkyl, a Ci-Ce haloalkyl, a Ci-Ce hydroxyalkyl, a (C1-C4 alkoxy)-(Cj..s)alkyl, an amino-(Ci-C6) alkyl, a mono- or di~ (C1-C4 alkyl)ammo-(Ci-6)alJkyl, a C3-i2 carbocyclyl-(Co-C3)alkylenyl, a (4-13 member)heterocyclyl- (Co-C3)alkylenyl, or any two of R ⁹⁰ⁱ , R ^901' , and R ^903" , taken togetlier with the nitrogen atom to which they are attached, form a 4-13 member heterocyclyl In the second aspect of the 27 ^th embodiment, R ⁷⁰⁰ is F; and R ⁹⁰¹ , R ^90r ₅ and R ^901" , for each occurrence independently, is H, a Ci-Ce alkyl, a Ci-Ce haloalkyl, a Ci-Ce hydroxyalkyl, a (C1-C4 alkoxy)-(Ci-6)alkyl, an amino-(Ci-C6) alkyl, a mono- or di- (C1-C4 alkyl)amino-(Ci- 6)alkyl, a C3-12 carbocyclyl-(C&-C3)alkylenyl, a (4-13 member)heterocyclyl-(Co-C3)alkylenyl. The remainder of the values and example values of the variables in stractural formulas (X) and (X-1.) of the 27 ^th embodiment are as defined above with respect to the first aspect of the 27 ^th embodiment.

In the third aspect of the 27 ^th embodiment, the compound is represented by the stractural formula (X); R ⁷⁰⁰ is F; arid R ⁹⁰¹ and R ^901' , taken together with the nitrogen atom to which they are attached, form a 4-13 member heterocyclyl. The remainder of the values and example values of the variables in structural formulas (X) and (X-1) of the 27 ^th embodiment are as defined above with respect to aspects one through two of the 27 ^fe embodimerst.

In the fourth aspect of the 27 ^th embodiment, the compound is represented by any one of the

In the fifth aspect of the 27 ^,Js embodim ent the compound is represented by any the following structural formulas, or a pharmaceutically acceptable salt thereof:

17049462

In the 28 ^th embodiment, the present invention is a method of treating a hematological cancer comprising administering to a subject in need of treatment an effective amount of a compound represented by any one of structural formulas (XI), or a pharmaceutically acceptable salt thereof, or a pharmaceutically acceptable composition thereof,

wherein R ⁹⁰² , R! ⁵⁰² , R ⁴⁰² , and R ^402' , for each occurrence independently, is H or a Ci-Ce alkyl. For example, the compound of structural formula (XI) is represented by the following stractural formula, or a pharmac

In the 29 ^th embodiment, the present invention is a compound represented by slructural formula (XII), or a pharmaceutically acceptable salt thereof:

wherein:

X

S18-S CH

S17-3 CH

0

S1S-8-4 S ^' CH

.to.. A.. ¾ ^■

HtG ^{' v} " ^' i *

H

S 8-6-2 H

f- CH

B

S16-S-31 f' H f . CH

M

S16-S-32 H

F v C

4,.

H

S16-6-33 CH

S1S-6-34 CH

In the 30 ^m embodiement, the present invention is a method of treating a hematological cancer comprising administering to a subject in need of treatment an effective amount of a compound represented by the following structural formula, or a pharmaceutically acceptable salt thereof, or a pharmaceutically acceptable composition thereof:

wherein:

Compo nd X number

K43 CH 44 CH

f ^" .•4·..

H

4S N

O 46 H

OS

^■■ · - _n t

H

In the 31 ^st embodiment, tne present invention is a method of treating a hematological cancer comprising administering to a subject in need of treatment an. effective amount of a compound represented by the following structural formula

or a pharmaceutically acceptable salt thereof, or a pharmaceutically acceptable composition thereof.

In the first aspect of the 31 ^st embodiment, R ⁸⁰³ is H, a C3-6 alkyl, a C1-0 haloalkyl, Ci-6 hydroxyalkyl, a C3-12 carbocyclyl-(Co-3)alkylenyl, an amino-(Ci-C4) alkyl, a mono- or di- (Ci- C ₄ alkyl)aromo-(CM)alkyl, a (4-13 mernber)heterocyclyl-(Co-C3)alkylenyl, wherein the heterocyclyl portion is optionally substituted with a C1-3 alkyl; R ⁷⁰¹ is H, a C1-4

a!kyloxy, -OH, C1-4 alkyl, a CM haloalkyl, C1-4 hydroxyalkyl, C1-4 haloalkoxy; and R ⁴⁰³ and R ^403' , each independently, is H; a CM alkyl; a C1-C4 haloalkyl; a C1-C4 hydroxyalkyl; a (Ci- C4 alkoxy)-(CM)alkyl; an amino-(Ci-C4) alkyl; a mono- or di- (C1-C4 alkyl)ammo-(Ci- 4)alkyl; a C3-12 carbocyclyl-(Co-C3)alkylenyl, wherein the carbocyclyl portion is optionally substituted with a hydroxy! group; a (CM alkyl)C(O)-, a (CM alky 1)8(0)1.2-; a (CM

alky])C(0)NH(Ci-4 alkylenyl)-; a (CM alk l)S(0)i-2NH(CM alkylenyl)-; a HOC(0)~(Ci- C3)alkylenyl; a I¾NC(0 (Ci-C3)alkylenyl; a (CM alkyloxy)C(0)-( Ci-C3)alkylenyl.

in the second aspect of the 31 ^st embodiment R ⁷⁰¹ is -OCH3. and R ⁸⁰³ is ethyl. The remainder of the values and example values of the variables in structural formula (XX) of the 31 ^st embodiment are as defined above with respect to the first aspect of the 31 ^st embodiment.

In the third aspect of the 3 l ^si embodiment, R ⁷⁰ⁱ is -OCH3, and R ⁴⁰³ and R ^403' each is hydrogen. The remainder of the values and example val ues of the variables in structural formula (XX) of the 31 ^st embodiment are as defined abo ve with respect to the first or second aspects of the 31 ^st embodiment.

In the fourth aspect of the 31 ^st embodiment, R. ⁸⁰³ is ethyl and R ⁴⁰³ and R ^403' each is hydrogen. The remainder of the values and example values of the variables in structural formula (XX) of the 31 ^st embodiment are aas defined above with respect to aspects one through three of the 31 ^st embodiment.

In the fifth aspect of the 31 ^st embodiment, R ⁷⁰ⁱ is a -OCF3, and R ^S03 is methyl. The remainder of the values and example values of the variables in structural formula (XX) of the 31 ^5t embodiment are as defined above with respect to aspects one through four of the 31 ^st embodiment.

In the sixth aspect of the 31 ^st embodiment, the compound is represented by any one i the following structural formulas, or a pharmaceutically acceptable salt thereof:

S1-S-9

In the seventh aspect of the 31 ^st embodiment, the compound is represented by any one of the following structural formulas, or a phaiinaceutically acceptable salt tliereof:

In the eighth aspect of the 31 ^st embodiment, tbe compound is represented by any one of the following simctural formulas, or a pharmaceutically acceptable salt thereof:

In the ninth aspect of the 31 ^st embodiment, tbe compound is represented by any one of the foll alt thereof:

in the tenth aspect of the 3 l ^si embodiment, the compound is represented by any one of the following structural formulas, or a pharmaceutically acceptable salt thereof:

in the 32 ^nd em bodiment, the present invention is method of treating a hematological cancer comprising administering to a subject in need of treatment an effective amount of a compound represented by the following structural formula:

or a pharmaceutically acceptable salt thereof, or a pharmaceutically acceptable composition thereof. In a first aspect of the 32nf embodiment, R ⁷⁰² is H, a halogen, a Ci-4 alkyloxy, -OH, Ci-4 alkyl, a CM haloalkyl, Ci-4 hydroxyalkyl, Ci-4 haloalkoxy; and R ⁴⁰⁴ and R ^404' , each independently, is H; a Ci-4 alkyl; a Ci~C4 haloalkyl; a C1-C4 hydroxyalkyl; a (C1-C4 alkoxy)- (d-4)alkyl; an atnmo-(Ci~C4) alkyl; a mono- or di- (C1-C4 aiky1)amino~(Ci- ₄ )alky]; a C3-12 carbocyclyl-(Co-C.3)alkylenyl, wherein the carbocyclyl portion is optionally substituted with a hydroxyl group; a (CM alkyl)C(O)-, a (CM alkyl)S(0)i-2-; a (CM alk )C(0)NH-Ci-4 alkyien l; a (CM alk l)S(0)i JNH-CM alkyienyl; a HOC(0)-(Ci~C3)aikylenyl; a H_NC(0)- (Ci-Gi)alkylenyl; a (CM alkyloxy)C(0)-(Ci-C3)alkylenyl.

In the second aspect of the 32 ^s * embodiment, R ⁷⁰² is a C haloalkyl. The remainder of the values and example values of the variables in structural formula (XXI) of the 32 ^st embodiment are as defined above wife respect to aspect one of the 32 ^si embodiment. In the third aspect of the 32 ^si embodiment R ⁷⁰² is H or a halogen. The remainder of the val ues and example values of the variabl es in structural formula (XXI) of the 32 ^si embodiment are as defined above with respect to aspects one or two of the 32 ^st embodiment.

In the fourth aspect of the 32 ^3t embodiment, R ⁷⁰² is -GCH3. The remainder of the values and example values of the variables in structural formula (XXI) of the 32 ^st embodiment are as defined above with respect to aspect o to three of the 32 ^st embodim ent.

In the fifth aspect of the 32st embodiment, the compound is represented by any one of the fo

In the sixth aspect of the 32 ^si embodiment, the compound is represented by any one of the fol f:

In the seventh aspect of the 32 ^5t embodiment, the compound is represented by any one llowing structural formulas, or a pharmaceutically acceptable salt thereof:

S15-8-3

In the 33 ^RD embodiment, the present invention is a method of treating a hematological cancer comprising administering to a subject in need of treatment an effective amount of a compound represented by any one of structural formulas

or a pharmaceutically acceptable salt thereof, or a pharmaceutically acceptable composition thereof. In a first aspect of the 33 ^RD embodiment, R ⁷⁰³ is H, a halogen, a Ci-4 alkyloxy, -OH, Ci-4 alkyl, a Ci-4 haloalkyl, Ci-4 hydroxyalkyl, Ci-4 haloalkoxy, and ⁸⁰¹ and R ^80r each independently is H, a Ci-6 alkyl, a C3-12 carbocyclyl-(Co-3)alkylenyl; and R ⁴⁰⁵ and R ^405* , each independently, is H; a CM alkyl; a C1-C4 haloalkyl; a C1-C4 hydroxyalkyl; a (C1-C4 alkoxy)- (Ci-4)alkyl; an aminQ-(Ci~C ₄ ) alkyl; a mono- or di- (C1-C4 alkyl)amino~(Ci-4)alkyl; a C3-12 carbocyclyl-(Co-C3)alkylenyL wherein the carbocyclyl portion is optionally substituted with ί hydroxyl group; a (CM alkyl)C(O)-, a (CM alkyI)S(0)i-2-; a (CM alky 1)C(0)NH(C 1-4 alkylenyl)-; a (C1-4 alkyl)S(0)i-2NIi(Ci-4 alkylenyl)-; a HOC(0)-(Ci-C3)aikylenyl; a

H2NC(0)-(Ci-C3)alkylenyl; a (CM alkyloxy)C(0)-( Ci-C3)aJkylenyl. In the second aspect of the 33 ^rd embodiment;, R ⁷⁰³ is a Ci-4 alkyloxy and R ⁴⁰⁵ and R ^405' , each independently, is H or a CM alkyl The remainder of the values and example values of the variables in structural formula (XXH) of the 33 ^rd embodiment are as defined above with respect to aspect one of the 33 ^rd embodiment, Examples of the compounds of the 33 ^rd embodimnent include compounds represented by any one of the following :

formul

In a 34 ^th embodiment, the present invention is a method of treating a hematological cancer comprising administering to a subject in need of treatment an effective amount of a compound represented by the following structural formula

or a pharmaceutically acceptable salt thereof, or a pharmaceutically acceptable composition thereof. In a first aspect of the 34 ^th embodiment, R ⁷⁰⁴ is H, a halogen, a Ci-4 alkyloxy, -OH, Ci-4 alkyl, a Ci-4 haloalkyl, CM hydroxyalkyl, Ci-4 haloalkoxy; R ⁸⁰² and R ^S02' , taken together with the nitrogen atom to which they are attached, form a 4-13 monocyclyc or a 7-13 bycyclic heterocyclyl; and R ⁴⁰⁶ and R ^406* , each independently, is H; a Ci-4 alkyl; a Ci-C4 haloalkyl; a Ci~C4 hydroxyalkyl; a (Ci-CU a1koxy)-(Ci-4)alkyl; an amino-(Ci-C4) alkyl; a mono- or di- (C1-C4 aikyl)ammo-(CM)a3kyl; a C3-i2 carbocyclyl-(Co-C3)aIkylenyl, wherein the carbocyclyl portion is optionally substituted with a hydroxyl group; a (CM alkyl)C(O)-, a (CM alkyl)S(0)i-2-; a (CM alkyl)C(0) H(Ci-4 alkylenyl)-; a (CM aikyl)S(0)i _-2 H(Ci-4 alkylenyl)-; a HOC(0)-(Ci-C3)alkylenyl; a H2NC(0)-(Ci-C3)alkylenyl; a (CM

alkyloxy)C(0)-( C ₁ -C3)alkylenyl.

In the second aspect of the 34* embodiment, R ⁷⁰⁴ is a halogen; and R ⁸⁰² and R ^802' , taken together with the nitrogen atom to which they are attached, form 1,2,3,4- tetrahydroisoquinoline. The remamder of the values and example values of the variables in structural formula (ΧΧΙΪΪ) of the 34* embodiment are as defined above with respect to aspect one of the 34 ^th embodiment.

Examples of the compounds of the 34 ^th embodiment include compounds represented by any le salt thereof:

In the 35 ^Ui embodiment, the present invention, is a m ethod of treating a hematological cancer comprising administering to a subject in need of treatment an effective amount of a compound represented by the following structural formula

or a pharmaceutically acceptable salt thereof, or a pharmaceutically acceptable composition thereof. In a first aspect of the 35* embodiment, R ⁷⁰⁵ is H, a halogen, a CM alkyioxy, -OH, CM alkyl, a CM haloalkyl, CM hydroxyalkyl, or CM haloalkoxv; R ⁸⁰⁴ is an amino-Ci-6 alkyl, a mono- or di- (Ci-C4 alky.l)amino(Ci-6)a.lkyl, or, a C~attached 4-13 monocyclyc heteroeycly], wherein the hetrocyclyl is optionally N-substituted with a CM alkyl; and R ⁴⁰⁷ and R ^407' , each independently, is H; a. CM alkyl; a C3-C4 haloalkyl; a C3-C4 hydroxyalkyl; a (C3-C4 aikoxy)- (Ci-4)alkyl; an amino~(Ci-C4) alkyl; a mono- or di~ (C1-C4 alkyl)arnino-(Ci-4)alkyl; a. C3-12 carbocyclyl-(Co-C3)alkylenyl, wherein the carbocyclyl portion is optionally substituted with a hydroxy! group; a (CM aikyi)C(G)-, a (CM alkyl)S(0)i-2-; a (CM alk l)C(0)M-I(Ci-4 alkylenyl)-; a (CM a]kyl)S(0)i-2NH(CM alkylenyl)-; a HOC(0)-(Ci-C3)alky!enyI; a

H2NC(0)~(Ci-C3)alkylenyl; a (CM a1k loxy)C(0)-( Ci-C3)a!kylenyL

In the second aspect of the 35 ^th embodiment, R ^70S is a C1-4 haloalkyl; and S ⁸⁰⁴ is a mono- or di- (C1-C2 alkyl)amino(Ci-6)alkyl. The remainder of the values and example values of the variables in structural formula (XXIV) of the 35 ^th embodiment are as defined above with respect to aspect one of the 35 ^th embodiment.

In the third aspect of the 35 ^th embodiment R ⁷⁰⁵ is a CM haloalkyl; and R ⁸⁰⁴ is a 4-5 monocyclyc heterocyclyl, N-substituted with methyl or ethyl. The remainder of the values and example values of the variables in structural formula (XXIV) of the 35 ^th embodiment are as defined above with respect to aspect one of the 35 ^th embodiment,

in the fourth aspect of the 35 ^& embodiment, the compound is represented by any one of the following structural formulas, or a pharmaceutically acceptable salt thereof:

In the fifth aspect of the 35 ^th embodiment the compound is represented by any one of the following structural formulas, or a pharmaceutically acceptable salt thereof:

In the 36 ^th embodiment, the present invention is a method of treating a hematological cancer comprising administering to a subject in need of treatment an effective amount of a compound repres

(XXV), or a pharmaceutically acceptable salt thereof, or a pharmaceutically acceptable composition thereof. In a first aspect of the 36 ^th embodiment, R ⁷⁰⁶ is I-I, a halogen, a CM alkyioxy, -OH, C5-4 alkyl, a C1-4 haloalkyl, CM hydroxyalkyl, or CM haloalkoxy; R ⁸⁰⁵ and R ^g05' . taken together with the nitrogen atom to which they are attached, form a 4-1.3 monocyclyc heterocyclyl optionally substituted with a€3-12 carbocyclyl; and R ^40S and R ^408' , each independently, is H; a CM alkyl; a C1-C4 haloalkyl; a C1-C4 hydroxyalkyl; a (C1-C4 a!koxy)- (Ci-4)alkyl; an amino-(Ci-C4) alkyl; a mono- or di~ (C1-C4 aIk>4)amino-(Ci- ₄ )al¾yl; a C3-12 carbocyclyl-(Co~C3)alkylenyl _s wherein the carbocyclyl portion is optionally substituted with hydroxy! group; a (CM alkyl)C(O)-, a (CM alkyi)S(0)i-2-; a (CM alkyl)C(0)NH(CM alkylenyi)-; a (CM alkyl) S(0)i- ₂ NH(C 1-4 aikylenyl)-; a HOC(0)-(Ci~C ₃ )aikylenyl; a H2NC(0)~(Ci-C3)alkylenyl; a (CM a1k loxy)C(0)-( Ci-C3)a!kylenyL

In the second aspect of the 36 ^th embodiment, R ⁷⁰⁶ is a halogen, arid R ⁸⁰⁵ and R ^m' , taken together with the nitrogen atom to which they are attached, form a 5-6 monocyclyc heterocyclyl optionally substitisted with a phenyl. The re of the values and values of the variables in structural formula (XXV) of the embodiment are as above with, respect to aspect one of the 36 ^th embodiment.

Example embodiments of the 36 ^th embodiment the compound is ri by any one of the following structural formulas, or a phi tically acceptable

In the 37 ^th embodiment, the present invention is any compound represented by formula (XHI)

or a pharmaceutically acceptable salt thereof, or a pharmaceutically acceptable composition thereof. In the first aspect of the 37 ^th embodiment,

In the 38 ^th embodiment, the present iavesttai is a nieitai of treating a hematological cancer comprising administering to s ss jeei ¾ aeed of ftgatmsBi srt effective amoimt of a compound repres

(X!H), or a pharmaceutically acceptable salt ifcereof, or a pharmaeeaiiesl y acceptable composition reo:

or a pharmaceutically acceptable salt thereof. In a first aspect of the 40 ^th embodiment, ring E is a 4- or 5-rnember carbocyciyl; ring F is a 5- or 6-member heterocyciyl that includes at least one nitrogerj atom; ring G is repre straetural formulas

wherein "^~w>." represents the point of attachment of ring G to ring D, is a single or a double bond, G ¹ , G ² , and G ³ , each independently, is -CH=, -CH2-, -N=, or -ΝΉ-, as valence permits, provided that when is a single bond, then at least two of G ¹ , G ² , and G ³ aie -NH-;

R ⁿ and R ⁷² , each independently, is selected from hydrogen, halo, -(Ci-Ce alkyl), -OR ^A , -C(0)NR ^B R ^B> , NR ^B R ^B' , S(0)o-2R ^C , -(Co-Ce alkylenyl)-(C3-i2)carbocyclyL and -(Co-Ce alk lenyl)-(4- to 13-member)heterocyclyl;

R ⁴¹ , R ^41> , R ⁴² , and R ^42' , each independently, is selected from hydrogen, -(Ci-Ce alkyl), S(0)i-2R ^C , -(Co-Ce alkylenyl)-(C3-i2)carbocyclyl, -(Co-Ce alkylenyl)-(4- to 13- member)heterocyclyl, -C(0>(Ci-C6 alkyl), and -C(0)-(Ci-Cs alkyl)-NR°R ^E ; or

R ⁴¹ and R ^41' , and, separately, R ⁴² and R. ^42' , are taken together with the nitrogen atom to which they are commonly bound to form a 4-8 membered ring optionally comprising 1-2 additional iieteroatoms independently selected from N. O and S;

each R ^A is independently selected from hydrogen, -(C1-C6 alkyl), -(Co-Ce alkylenyl)-( C3-i2)carbocyclyl, -(Co-Ce alkylenyl)-(4- to 13-member)heterocyclyl, -C(0)-(Ci-Ce

alkyl), -C(0)-(Co-C6 a!k lenyl)-( C3-i2)carbocyclyl, -C(0)-(Co-C6 alkylenyl)-(4- to 13- member)heterocyclyl, and ~C(0)N(R ^D )(R ^E );

each R ³ and each R ^B" is independently selected from hydrogen, ~(Ci-Ce alkyl), -(Ci- Ce haloalkyl), -(Co-Ce alkylenyl)-( Cs- JcarboeyclyL -(Co-Ce alk lenyl)-(4- to 13- member)heterocyclyl, -S(0)i-2-(Ci-C6 alkyl), -S(0)i-2-(Co-C6 alkylenyl)-( C3- i2)carbocyclyl, -S(0)i-2-(Co~C6 alkylenyl)-(4- to 13-member)heterocyclyl, -C(0)-(Ci-Ce alkyl), -C(0)-(Co-C6 alkylenyl)-( C3-i2)carbocyelyl, -C(O)H, -C(0)-(Co-C6 alkylenyl)-(4- to 13-member)hetei cyclyL and -C(0)-(Co-C6 alkylenyl)-N(R ^D )(R ^E );

each R ^c is independently selected from -(Ci-Ce alkyl), -(Co-Ce alkylenyl)-( C3- i2)carbocyclyl and -(Co-Ce alkylenyl)~(4- to 13-member)heterocyclyl; and

each R ^D and each R ^E is independently selected from hydrogen, -(Ci-Ce alkyl), -(Co-Ce alkylenyl)-( C3-i2)carbocyclyl, and -{Co-Ce alkylenyl)-(4- to 13-member)heterocyclyl;

wherein:

any alkyl, or alkylenyl portion of R ⁷¹ , R ⁷² , R ⁴¹ , R ^4r , R ⁴² , or R ^42' is optionally and independently substituted with one or more substituents independently selected from halo, =0, OR ^A , R ^B R ^B' , and S(0)o-2R ^C ;

any alkyl or alkylenyl portion of R ^A or R ^c , is optionally and independently substituted with one or more fluoro; rings E, F, and G, or any carbocyclyl or heterocyclyl portion of any of R ⁷¹ . R ⁷² , R ⁴ⁱ , R ^41' , R ⁴² , or R. ^42' , or any ring formed by taking together R ⁱ and R ^4r or R ⁴² and R. ^42' is optionally and independently substituted on a carbon atom with one or more substituents independently selected from halo. =0, C1-C4 fluoroalkyl, C1-C4 alkyl, -(Co-Ce alkylenyl)-( C3-i2 carbocyclyl), -(Co-Ce alkylenyl)-(4- to 13-membered heterocyclyl), OR ^A , -(Co-Ce aJkylenyl R ^B R ^B \ and 8(0)o-2R ^c ;

rings F and G, or any heterocyclyl portion of any of R ⁷ⁱ , R ⁷² , R ⁴ⁱ , R ^4r , R ⁴² , or R ^42' , or any ring formed by taking together R ⁴ⁱ and R ^r or R ⁴² and R ^42' is optionally and

independently substituted on a substitutable nitrogen atom with R ^F ;

each R ^F is independently selected from -(Ci-Ce alkyl), -(Ci-Ce haloalkyl), -(Ci-Ce hydroxyalkyl), -(C0-C0 alkylenyl)-( C3-i2)carbocyclyl, -(Co-Cs alkylenyl)-(4- to 13- member)heterocyclyl, -S(0)i-2-(Ci-C6 alkyl), ~S(0)i-2~(Co~C6 a1kylenyl.)-( C3- i2)carbocyclyl, -S(0)i-2-(Co-C6 alkylenyl)-(4- to 13-member)heterocyclyl, -C(0)-(Ci-Ce alkyl), -C(0)-(Co-C6 alkylenyl)-( C3-i2)carbocyclyL, -C(G)H, -C(0)-(Co-C6 alkylenyl)-(4- to 13-member)heterocyclyL -(Co-Ce alkylenyl)-C(0)2-(Ci-C6 alkyl), -(Ci-Ce alkylenyi)~NR ^B R ^B' and -C(0)N(R ^D )(R ^E );

any carbocyclyl or heterocyclyl portion of R ^A , R ^B , R ^8' , R ^c , R ^D , R ^fi , R ^F , or any substituent of R ⁷¹ , R ⁷² , R ⁴ⁱ . R ^4r _s R ⁴² , or R ^42' is optionally and independently substituted on a carbon atom with one or more substituents independently selected from fluoro, chloro, C1-C4 alkyl, C1-C4 fluoroalkyl, -G-C3-C4 alkyl, -O-C3-C4 fluoroalkyl, =0, -Oil, - Ϊ2, -NH(Ci-C4 alkyl), and -N(Ci-C alkyl)2; and

any heterocyclyl portion of R ^A , R ^B , R ^' , R ^c , R ^D , R ^E , R ^F , or any heterocyclyl

substituent of R ⁷¹ , R ⁷² , R ⁴⁵ , R ^4r , R ⁴² , or R ^42' is optionally substituted on a substitutable nitrogen atom with -C3-C4 alkyl, or -S(0)i-2-(Ci-C4 alkyl),

In the second aspect of the 40 ^th embodiment ring E and ring F, together, are represented by any one of the following structural form ulas:

wherein F ¹ and F ² , for each occurrence independently, is selected from -CPfa- or -NR ⁰ -, wherein R°, for each occurrence independently, is H or a C1-C4 alkyl, and "«« represents the point of attachment of ring E to ring D. The remainder of the values and example values of the variables in structural formulas (XIV) and (XV) of the 40* embodiment are as defined above with respect to aspect one of the 40 ^th embodiment.

In the third aspect of the 40* embodiment, R ⁱ , R ^r , R ⁴² , or R ^42> , each independently, is selected from hydrogen; -(Ci-Ce alley!), optionally substituted with one or more substituents independently selected from hydroxy and halo; -(Ca-Ce cycloalkyl); -C(0)-(Ci- Cs alkyl); ~C(0)~(Ci-C6 alkylenyl)-N(R ^D )(R ^E ); and S(0)i jR ^c ; or R ⁱ and R ^41" or R ⁴² and R ^42' are taken together with the nitrogen atom to which they are commonly bound to form a 4-6 membered ring optionally comprising 1-2 additional !ieteroatoms independently selected from N, O and S; R ^c is -(Ci-Ce alkyl); and each of R ^D and R ^E is independently selected from hydrogen and -(Ci-Ce alkyl). The remamder of the values and example values of the variables in structural formulas (XIV) and (XV) of the 40* embodiment are as defined above with respect to aspects one and two of the 40 ^a embodiment.

In the fourth aspect of the 40* embodiment, R ⁴³ , R ^45' , R ⁴² , or R ^42' , each

independently, is selected from hydrogen, -(Ci-Ce alkyl), -(CvCe cycloalkyl), -C(0)-(Ci-C6 alkyl), -C(0)-(C C6 alkyleny!)-N(R ^D )(R ^E ), and S(0)i- ₂ R ^c ; R ^c is -(Ci-Ce alkyl); and each of R ^D and R ^E is independently selected from hydrogen and -(Ci-Ce alkyl). The remainder of the values and example values of the variables in structural formulas (XIV) and (XV) of the 40th embodiment are as defined above with respect to aspects one through three of the 40th embodiment.

In the fifth aspect of the 40 ^tJi embodiment, R ⁴³ , R ⁴ * ^* , R ⁴² , or R ^42' , each independently, is selected from hydrogen, methyl, ethyl, propyL cyclopropyl, -C(0)CH3, -C(0)CH2 (CH3)2, and -S(0)2CHs. The remainder of the values and example values of the variables in structural formulas (XIV) and (XV) of the 40th embodiment are as defined above with respect to aspects one through four of the 40th embodiment,

in the sixth aspect of the 40 ^th embodiment, R ⁷¹ and R ⁷² , each independently, is selected from hydrogen; halo; -(Ci-Ce alkyl), optionally substituted with one or more substituents independently selected from hydroxy!, halo,

and -NR ^B R ^B' ; -NR ^B R ^B" ; -C(0)NR ^B R ^B' , -OR ^A , -(Co-Ce alkylenyl)-( Cs-C^carbocyclyl, and -(Co-Cg alkylenyl)-( 4- to 8-member)heterocyclyl, wherein R ^A is Ci-Ce alkyl optionally substituted with one or more iluoro. For example, ⁷ⁱ and R ⁷² , each independently, is selected from hydrogen; halo; -(Ci-Ce alkyl), optionally substituted with one or more halo; and -OR ^A , wherein R ^A is Ci-Ce alkyl optionally substituted with one or more fluoro. The remainder of the values and example values of the variables in structural formulas (XIV) and (XV) of the 40th embodiment are as defined above with respect to aspects one through five of the 40th embodiment.

In the seventh aspect of the 40* embodiment, R ⁷³ and R ⁷² , each independently, is selected from hydrogen, fluoro, chloro, -CFa, -OCHs, -OCF3, -N(CHa)2 and -NHCH3. The remainder of the values and example values of the variables in structural formulas (XIV) and (XV) of the 40th embodiment are as defined above with respect to aspects one through seven of the 40th embodiment.

in the eight aspect of the 0* embodiment, ring E is represented by the fol lowing structural formula

wherein each "ΛΛ " represents a point of attachment of the ring E to the ring D. The remainder of the values and example values of the variables in structural formulas (XIV) and (XV) of the 40th embodiment are as defined above with respect to aspects one through seven of the 40th embodiment.

In the ninth aspect of the 40 ^th embodiment, wherein ring E is represented by the following structural formula

wherein each "«ΛΛ " represents a point of attachment of the ring E to the ring D, The remainder of the values and example values of the variables in structural formulas (XIV) and (XV) of the 40th embodiment are as defined above with respect to aspects one through eight of the 40th embodiment.

In the tenth aspect of the 40 ^th embodiment, ring F is represented by any one of the following structural formulas

wherein each "·ΛΛ " represents a point of attachment of the ring F to the ring E, and wherein for each occurrence independently, is H or a C1-C4 alkyl. The remainder of the values and example values of the variables in structural formulas (XIV) and (XV) of the 40th embodiment are as defined above with respect to aspects one through nine of the 40th embodiment.

In the eleventh aspect of the 40th embodiment, ring G is represented by any one of the following structural formulas:

wherein each "ΛΛ " represents a point of attachment of the ring G to the ring D, and wherein R ⁰⁰ , for each occurrence independently, is H or a C1-C4 alkyl. The remainder of the values and example values of the variables in structural formulas (XIV) and (XV) of the 40th embodiment are as defined above with respect to aspects one through ten of the 40th embodiment.

In the twelfth aspect of the 40 ^th embodiment, R ⁴¹ , R ^4r , R ⁴² , or R ^42' , each

independently, is H or a C1-C4 alkyl; R ⁷⁵ and R ⁷² , each independently, is F or -CF3. The remainder of the values and example values of the variables in structural formulas (XIV) and (XV) of the 40th embodiment are as defined above with respect to aspects one through eleven of the 40th embodiment

In the thirteenth aspect of the 40 ^th embodiment, ring E is represented by the following structural formula

wherein each "1 ^ΛΛ " represents a point of attachment or the ring E to the ring D. ring F is represented by any one of the following structural formulas

wherein each "2 ΛΛ " represents a point of attachment or the ring F to the ring E, R°, for each occurrence independently, is H or a C1-C4 alky!; R ⁴ⁱ , R ^4r , R ⁴² , or R ^42' , each independently, is H or a C1-C4 alkyl; and R ⁷¹ and R ⁷² , each independently, is F or -CF3. The remainder of the values and example values of the variables in structural formulas (XiV) and (XV) of the 40th embodiment are as defined above with respect to aspects one througli twelve of the 40th embodiment.

Irs the fourteenth aspect of the 40 ^th embodiment, ring E is represented by the following structural formula

wherein each "1 -ΛΛ. " represents a point of attachment of the ring E to the ring D, ring F is represented by any one of the following structural formulas

wherein each "2 <ΛΛ " represents a point of attachment of the ring F to the ring E, R°, for each occurrence independently, is H or a C1-C4 alkyl; R ⁴¹ , R ^r , R ⁴² , or R ^42' , each independently, is H or a C5-C4 alkyl; and R ⁷¹ and R ⁷² , each independently, is F or -CF3. The remainder of the values and example values of the variables in stractural formulas (XIV) and (XV) of the 40th embodiment are as defined above with respect to aspects one through thirteen of the 40th embodiment. In the fifteenth aspect of the 40th embodiment, ring G is represented by any one of the following structural formulas:

wherein each "Λ " represents a point of attachment of the ring G to the ring D; R ⁴¹ , R ^4r , R ⁴² , or

R ⁴ , eac independently, is H or a Ci-CU alkyl; and R ⁷⁵ and R ⁷² , each independently, is F or -CF3. Tie remainder of the values and example values of the variables in structural formulas (XIV) and (XV) of the 40th embodiment are as defined above with respect to aspects one through fourteen of the 40th embodiment

In the sixteenth aspect of the 40* embodiment, the compound is represented by any one of t

-S-1C, c ^' iasterecr ers A and B Sb-9-9, diastersome'i A -2nd B

S5-9-1 , diastereamers A and B SS-S-8, diaslereomer B

S5-9-6, iastsreomers A and S5-9-12. cSastereomers A and B

85-3-13, diastsreomers A and B S5-9-1 , diKstereomers A and B

S - - , diastereomers A and ES S 3-S-2. d>astereo«¾:s A and B

S18-3-1 S18-3-2

or a. pharmaceutically acceptable salt of any of the foregoing.

In the seventeenth aspect of the 40 ^th embodiment, the compound is

represented by the following structural formula

or a pharmaceutically acceptable salt thereof, wherein R ^gl ₅ R ^nl , and R ¹¹² , each independently, is H

or a Ci-C ₄ alkyl, optionally substituted with a phenyl. The remainder of the values and example values of the variables in structural formulas (XIV) and (XV) of the 40th embodiment are as defined a bove with respect to aspects one through fifteen of the 40th embodiment.

In the eighteenth aspect of the 40 ^fe embodiment, the c ompound, is represented by any one of

or a pharmaceutically acceptable salt of any of the foregoing.

In the nineieentii aspect of the 40 ^th embodiment, the compound is represented by the following structural formula

-Dior a pharmaceiitically acceptable salt thereof, wherein R ^g2 , R" ³ , and R ⁿ⁴ , each independently, is H or a Ci-C alkyl. The remainder of the values and example values of the variables in structural formulas (XIV) and (XV) of the 40th embodiment are as defined above with respect to aspects one through fifteen of the 40th embodiment.

In the twentieth aspect of the 40 ^th embodiment, the compound is represented by any one of the following structural formulas:

or a pharmaceutically acceptable salt thereof.

In the twenty-first aspect of the 40 ^th embodiment, the compound is represented by the following structural form ula

or a pharmaceutically acceptable salt thereof, wherein R ^nS and R" ⁶ , each independently, is H or a

C1-C4 alkyl. The remainder of the values and example values of the variables in structural formulas (XIV) and (XV) of the 40th embodiment are as defined above with respect to aspects one through fifteen of the 40th embodiment.

In the twenty-second aspect of the 40* embodiment, the compound is represented by any one of the

S18-3-1 or S18-3-2

or a pharmaceutically acceptable salt of any of the foregoing.

In the 41 ^SE embodiment the present invention is a pharmaceutical composition comprising a pharmaceutically acceptable carrier or diluent and a compound of any compound described herein with respect to embodiments 1 through 40, in particular embodiments 37-40, and various aspects thereof.

In the 42 ^Iid embodiment, the present invention is a method of treating a subject suffering from a hematological tumor, comprising administering to the subject a

therapeutically effective amount of any compound described herein with respect to embodiments 1 through 40 and various aspects thereof, or a pharmaceutically acceptable salt thereof, or a pharmaceutical composition of embodiment 41.

In the first aspect of the 42 ^ad embodiment, the hematological cancer is a leukemia. Examples of leukemia include acute myeloid leukemia, acute lymphoblastic leukemia, chronic lymphocytic leukemia, chronic myelogenous leukemia, chronic mvelomonocytic leukemia, acute monocytic leukemia.

in the second aspect of the 42 ^&d embodiment, the leukemia is acute myeloid leukemia.

In the third aspect of the 42 ^Ild embodiment, the hematological cancer is a lymphoma. Examples of lymphomas include Hodgkin's lymphoma. non-Hodgkin's lymphomas, multiple myeloma, myelodysplasia or myeloproliferative syndrome, mantle cell lymphoma, diffuse large B-ee!l lymphoma (DLBCL), Burkitt lymphoma-'leukemia and B-cel! lymphoma.

In the fourth aspect of the 42 ^nd embodiment, the methof includes administration of one or more additional therapeutic agents. Examples of the additional therapeutic agents include cytarabine and an anthracyclme drugs. Examples of the anthracycline drag include daunorubicm or idarabiein.

In the fifth aspect of the 42 ^nd embodiment, the method further includes administration of cladribine.

In various aspects of the 42 ^nd embodiment the subject is a human.

In the 43 ^rd embodiment, the present invention is a method for treating a bacterial infection in a subject (including preventing an infection or colonization in a subject) in need thereof, comprising administering to the subject a therapeutically effective amount of any compound described herein with respect to embodiments 1 through 40, particularly embodiments 37-40, and various aspects thereof, or a pharmaceutically acceptable salt thereof, or a pharmaceutical composition of embodiment 41.

In the first aspect of the 43 ^rd embodiment, the infection is caused by a Gram-positive organism. Examples of the Gram-positive organisms include an organism selected from the class Bacilli; phylum Aetmobaeteria; and class Clostridia. In the second aspect of the 43 ^rd embodiment;, the infection is caused by a Gram- negative organism. Examples of Gram-negative organisms include an organism selected from the group consisting of Enterobactericeae, Bacteroidetes, Vihrionaceae,

Pasteurellaceae, Pse domonadaceae, Neisseriaceae, Rickettsiae, Moraxellaceae any species of Proteeae, Acinetobacter spp,, Helicobacter spp., and Campylobacter spp.

In the third aspect of the 43 ^rd embodiment, the infection is caused by an organism selected from order Rickettsiales and order Chlamydiales.

In Hie fourth aspect of the 43 ^rd embodiment, the infection is caused by an organism selected from the phylum Chiamydiae and phylum Spriochaetales,

In the fifth aspect of the 43 ^rd embodiment, the infection is caused by an organism selected from the class Mollicutes.

in the sixth aspect of the 43 ^rd em bodiment, the infection is caused by more than one organism.

In the seventh aspect of the 43 ^rd embodiment, the infection is caused by an organism resistant to one or more antibiotics.

In the eighth aspect of the 43 ^rd embodiment, the infection is caused by a Gram- positive organism, and the Gram-positive organism is selected from S. aureus, CoNS, S. pneumoniae, S. pyogenes, S. agaiactiae, E. faecalis and E. faecm ^' m.

In the ninth aspect of the 43 ^rd embodiment, the infection is caused by a Gram-negative organism, and the Gram-negative organism is selected from H. influenza, M. catarrhalis and Legionella pneumophila.

Defimtions

"Alkyl" means an optionally substituted saturated aliphatic branched or straight-chain monovalent hydrocarbon radical having the specified number of carbon atoms. Thus,

"(Ci-Ce) alkyl" means a radical having from 1- 6 carbon atoms in a linear or branched arrangement. "(Ci-C6)alkyl" includes methyl, ethyl, propyl, butyl, pentyl and hexyl. "(Ci- Ci2 ) alkyl" means a radical having from 1- 12 carbon atoms in a linear or branched arrangement. "(Ci-Ci2)alkyl" includes methyl, ethyl, propyl, butyl, pentyl, hexyl, heptyl, octyl, nonyl, decyl, undecyl and dodecyl. Unless otherwise specified, suitable substitutions for a "substituted alkyl" include halogen, -OH, -O-C1-C4 alkyl, C1-C4 alkyl, fluoro- substituted-Ci-C4 alkyl, ~Q~Ci-C4 fluoroalkyl, ~NH¾ -NH(Ci-C4 alkyl), -N(Ci-C4 alkyi)2, CJ- Ci2 carbocyclyl (e.g., cyclopropyl, cyclobutyL cyclopentyl, eyelohexyl, phenyl or naphthalenyl), a (4-13 membered) heterocyelyl (e.g., pyrrolidine, piperidine, piperazine, teirahydrofuran, tBtrahydropyran or morpholine) or ~N(R ^X )( ^X' ), wherein R ^x and R ^x' are independently hydrogen or C1-C4 alkyl, or taken together with tlie nitrogen atom to which they are bound form a (4-7 membered) lieteroeylic ring optionally comprising one additional heteroatom selected from N, S and O, wherein the (4-7 membered) lieteroeylic ring is optionally substituted with fluoro, chloro, -OH, fluoro-substituted Ci-C ₄ alkyl, -C1-C4 alkyl, or -C0-C4 alkylene-0-Ci-C4 alkyl, and is optionally benzofused.

"Benzofused," when referring to a ring system, means fused to a phenyl ring, forming a fused bicycly 1 ring.

"Alkylene" or "alkylenyi" (used interchangeably) mean an optionally substituted saturated aliphatic branched or straight-chain divalent hydrocarbon radical having the specified number of carbon atoms. An alkyl moiety of an alkylene group can be a part of a larger moiety such as a!koxy, alkylammonium, and the like. Thus, "(Ci-C6)alkylene" means a divalent saturated aliphatic radical having from 1- 6 carbon atoms in a linear arrangement, where n is an integer from 1 to 6, "(Ci-Ce)alkylene" includes methylene, ethylene, propylene, butylene, pentylene and hexylene. Alternatively, "(Ci-C6)alkylene" means a divalent saturated radical having from 1-6 carbon atoms in a branched arrangement, for

example: -[(CH.CH2CH2CHisCH(CH3)]-, -[(CH?.CH2CH2.CI½C(CH3)?.]-, -[(CJ-fcC(CH3)?.CH (CH3))]-, and the like. A "(Ci-Ci2)alkylene" includes methyl, ethyl, M-propyl, iso-propyl, »- butyl, sec-butyl, terf-butyl, peniyl, hexyl, heptyl or octyl. A specific branched C3~alkylerje is and. a specific C4-aIkylene is . Other ί

Ci-6 alkyl group include, for example, a methylene group, an ethylene group, an ethylidene group, an n-propylene group, an isopropylene group, an isobutylene group, an s-butylene group, an n-butylene group, and a t-butylene group.

A "Co alkylenyi" is a covalent bond.

"Alkoxy" means an alkyl radical attached through an oxygen linking atom. "(Ci~C ₄ )- alkoxy" includes methoxy, ethoxy. propoxy, and butoxy. "Alkylthio" means an alky! radical attached through a sulfur linking atom.

"(Ci~C¾)alkylthio" include methylthio, ethylthio, propylthio and butylthio.

"Alkylsulfinyl" means an alkyl radical attached through a ~S(0)~ linking group. "(Ci-CU)alkylsulfinyl" include methylsulfinyL ethylsulfmyl, propylsulfinyl and butylsuiimyl.

"Alkykulfonyl" means an alkyl radical attached through a ~S(0) ₂ - linking group.

"(C ₁ -C4)alkylsulfonyl" include methylsulfonyl, ethylsulfonyl, propylsulfonyl and butylsulfonyl.

"Aryl" or "aromatic" means an aromatic 6-18 membered monocyclic or poly cyclic (e.g. bicyclic or tricyclic) earbocyclic ring system. In one embodiment, "aryl" is a 6-18 membered monocylic or bicyclic system. Aryl systems include, but not limited to, phenyl, naphthalenyl, fhiorenyl, indenyl, azulenyl, and anthracenyi.

"Aryloxy" means an aryl moiety attached through an oxygen linking atom. Aryloxy includes, but not limited to, phenoxy,

"Arylthio" means an aryl moiety attached through a sulfur linking atom. Arylthio includes, but not limited to, phenylthio.

"Arylsulfinyl" means an aryl moiety attached through a -S(O)- linking group.

Arylsulfinyl includes, but not limited to, phenylsulfinyl.

"Arylsulfonyl" means an aryl moiety attached through a -S(0) ₂ - linking group.

Arylsulfonyl includes, but not limited to, phenylsulfonyl.

"Amine" means II2N- and can also be used to refer to aminium group H3N -.

The term "alkylamine" includes a mono-, a dialkylamine and can also be used to refer to aminium (bearing a positive charge). A "monoalkyl amine" means an H(alkyl)N~, a "dialkylamine" means (alkyl)(alkyl)N- ₅ and an "aminium" means (alkyl)(a1kyl)(alkyl)N ⁺ -, H(alkyl)(alkyl)N ⁺ - _s or if2(alkyl)N ⁺ -, where each instance of "alkyl" independently refers to an alkyl having a specified number of atoms.

"Carbocyclyl" means a cyclic group having a specified number of atoms, wherein all ring atoms in the ring bound to the rest of the compound (also known as the "first ring") are carbon atoms. Exples of "carbocyclyl" includes 3-18 (for example 3, 4. 5, 6, 7, 8, 9, 10, 11, 1.2, 12, 1, 14, 15, 16, 17, or 17 or any range therein, such as 3-12 or 3-1.0) membered saturated or unsaturated aliphatic cyclic hydrocarbon rings, or 6-1 § membered aryl rings. A carbocyclyl moiety can be monocyclic, fused bicyclic, bridged bicyclic, spiro bicyclic, or polycyclic. A "cycloalkyl" is an example of a fully saturated carbocvclyl.

Monocyclic carbocyclyls are saturated or unsaturated aliphatic cyclic hydrocarbon rings or aromatic hydrocarbon rings having the specified number of carbon atoms, such as 3- 7 carbon atoms. Monocyclic carbocyclyls include cyclopropyl, cyclobutyl, cyclopentyl, cyclohexyl and cyeloheptyl, cycloalkenyl, cycloalkynyl and phenyl.

fused bicyclic carbocvclyl has two rings which have two adjacent ring atoms in common and can be, e.g., a (6-13 membered) fused bicyclic. The first ring attached to the parent molecular group is a monocyclic carbocyclyl and the ring fused to the first ring (also known as the "second ring") is also a monocyclic carbocvclyl.

A bridged bicyclic carbocyclyl has two rings which have three or more adjacent ring atoms in common and can be, e.g.. a (4-13 membered) bridged bicyclic or (6-13 membered) bridged tricyclic such as adamantyl. The first ring attached to the parent molecular group is a monocyclic carbocyclyl and the second ring is also a monocyclic carbocyclyl.

A spiro bicyclic carbocyclyl has two rings which have only one ring atom in common and can be, e.g., a (6-13 membered) spiro bicyclic. The first ring attached to the parent molecular group is a monocyclic carbocyclyl and the second ring is also a monocyclic carbocyclyl.

Polycyclic carbocyclyls have more than two rings (e.g., three rings resulting in a tricyclic ring system) and adjacent rings have at least one ring atom in common. The first ring is a monocyclic carbocyclyl and the remainder of the ring structures are monocyclic carbocyclyls . Polycyclic ring systems include fused, bridged and spiro ring systems. A fused polycyclic ring system has at least two rings that have two adjacent ring atoms in common. A spiro polycyclic ring system has at least two rings thai have only one ring atom in common. A bridged polycyclic ring system has at least two rings mat have three or more adjacent ring atoms in common,

Suitable substituents for a "substituted carbocyclyls" include, but are not limited to halogen, -OH, -O-C1-C4 alkyl, C1-C4 alkyl, fluoro-substituted-Ci-C4 alkyl, C3-C18 carbocyclyl (e.g., cyclopropyl. cyclobutyl. cyclopentyl, cyclohexyl) phenyl, naphthaienyl, a (4-13 membered) heterocyclyl (e.g., pyrrolidine, piperidine, piperazine, tetrahydrofuran, tetrahydropynm or morpholine), or ~N(R ^X )(R ^X' ), wherein R ^x and R ^x' are as described above. "Cycloalkoxy" means a cycloalkyl radical attached through an oxygen linking atom. "(C3-C6)cyc1oalkoxy" includes cyclopropyioxy, cyelohutyiexy, eyclopem loxy and cyclohexyloxy.

"Cycloalkene" means an aliphatic cyclic hydrocarbon ring having one or more double bonds in the ring.

"Cycloalkyne" means an aliphatic cyclic hydrocarbon ring having one or more triple bonds in the ring.

"Hetero" refers to the replacement of at least one carbon atom member in a ring system with at least one heteroatom selected from N, S, and O. "Hetero" also refers to the replacement of at least one carbon atom member in an acyclic system. When one heteroatom is S, it can be optionally mono- or di-oxygenated (i.e. -S(O)- or -S(O)s-). A hetero ring system or a hetero acyclic system may have 1, 2, 3 or 4 carbon atom members replaced by a heteroatom.

"Heterocyclyl" means a cyclic 3-18 membered, for example 3-13-membered, 3-15, 5- 18, 5-12, 3-12, 5-6 or 5~7-membered saturated or unsaturated aliphatic or aromatic ring system containing 1, 2, 3, 4 or 5 heieroatoms independently selected from N, O and S. When one heteroatom is S, it can be optionally mono- or di-oxy genated (i.e. -S(O)- or -S(O)?.-). The heterocyclyl can be monocyclic, fused bicyclic, bridged bicyclic, spiro bicyclic or polycyclic. Non-limiting examples include (4-7 membered) monocyclic, (6-13 membered) fused bicyclic, (6-13 membered) bridged bicyclic, or (6-13 membered) spiro bicyclic.

"Saturated heterocyclyl" means an aliphatic heterocyclyl group without any degree of unsaturation (i.e., rso double bond or triple bond), it can be monocyclic, fused bicyclic, bridged bicyclic, spiro bicyclic or polycyclic.

Examples of monocyclic saturated heterocyclyls include, but are not limited to, azetidiiie, pyrrolidine, piperidine, piperazine, azepane, hexa ydropyrimidine,

tetrahydrofuran, tetrahydropyran, morpholine, thiomorpholine, thiornorpholine 1,1 -dioxide, tetrahydro-2H-l,2-miazine, tetrahydro-2H-l,2-thiazine 1,1 -dioxide, isothiazolidine, isothiazolidine 1,1 -dioxide.

One type of "heterocyclyl" is a "heteroaryl" or "heteroaromatic ring", which refers to a 5-18 membered monovalent heteroaromatic monocyclic or bicylic ring radical A heteroaryl contains h 2, 3 or 4 heteroatoms independently selected from N, O, and S. A fused tricyclic heterocyclyl has two rings which have two adjacent ring atoms in common. The first, ring is a monocyclic heterocyclyl and the second ring is a monocyclic carbocycle or a monocyclic heterocyclyl. For example, the second ring is a

(C3-C6)cycloalkyl, such as cyclopropyS, cyclobutyl, cyclopentyi and cyclohexyl. Examples of fused bicyclic heterocyclyls include, but are not limited to. octaliydroeyclopenta

[cjpyrrolyl, indoline, isomdoline, 2,3 -dihydro-l.H-benzo[d] imidazole,

2,3 -dih drobenzo [d] oxazole, 2,3~dihy drobenzo [d] thiazole, octahy drobenzo [d] oxazole, octahydro- 1 H-benzo [d] imidazole, octahy drobenzo [d] thiazole,

octahydrocyelopenta[c]pyrrole, 3~azabicyelo[3.1.G]hexarie, and 3~azabicyclo[3.2.0]heptane.

A spiro bicyclic heterocyclyl has two rings which have only one ring atom in common. The first ring is a monocyclic heterocyclyl and the second ring is a monocyclic carbocycle or a monocyclic heterocyclyl. For example, the second ring is a

(C3-C6)cycloalkyl. Examples of spiro bicyclic heterocyclyl includes, but are not limited to, azaspiro[4.4]nonane, 7-azaspiro[4.4]nonane _s azasprio[4.S]decane, 8-azaspiro[4.S]decane, azaspiro[S.5]undecane, 3~azaspiro[5.5]undeeane and 3,9-diazaspiro[5.5]undecane.

A bridged bicyclic heterocyclyl has two rings which have three or more adjacent ring atoms in common. The first ring is a monocyclic heterocyclyl and the other ring is a monocyclic carbocycle or a monocyclic heterocyclyl. Examples of bridged bicyclic heterocyclyls include, but are not limited to, azabicyelo[3.3.1]nonane,

3-azabicyclo[3.3.13nonane, azabicyclo[3.2.1]octane, 3-azabicyclo[3.2.1]octane,

6-azabicyclo[3.2.1]octane and azabicyclo[2.2.2]octane, 2-azabicyclo[2.2.2]octane.

Polycyclic heterocyclyls have more than two rings, wherein the first ring can be a heterocyclyl (e.g., three rings resulting in a tricyclic ring system) and adjacent rings having at least one ring atom in common and are heterocyclyl or carbocyclyl. Polycyclic ring systems include fused, bridged and spiro ring systems. A fused polycyclic ring system has at least two rings that have two adjacent ring atoms in common. A spiro polycyclic ring system has at least two rings that have only one ring atom in common. A bridged polycyclic ring system has at least two rings that have three or more adjacent ring atoms in common.

Examples of polycyclic heterocyclyls include "Heteroaryl" or "heteroaromatic ring" means a 5-18 membered monovalent heteroaromatic monocyclic or bicylic ring radical. A heteroaryl contains 1, 2, 3 or 4 heteroatoms independently selected from N, O, and S. Heteroaryls include, but are not limited to furan, oxazole, thiophene, 1,2,3-triazole, 1,2,4-triazine, 1,2,4-triazole, 1,2,5- thiadiazole 1,1 -dioxide, 1,2,5-thiadiazole 1 -oxide, 1,2,5-thiadiazole, 1,3,4-oxadiazole, 1,3,4- thiadiazole, 1,3,5-triazine, imidazole, isothiazole, isoxazole, pyrazole, pyridazine, pyridine, pyridine-N-oxide, pyrazine, pyrimidine, pyrrole, tetrazole, and thiazole. Bicyclic heteroaryl rings include, but are not limited to, bicyclo[4.4.0] and bicyclo[4.3.0] fused ring systems such as mdolizine, indole, isoindole, indazole, benzimidazole, ber hiazole, purine, quinoline, isoquinoline, cinnoline, phihalazine, quinazoline, qninoxalme, 1,8-naphthyridine, and pteridine.

"Halogen" and "halo" are used interchangahly herein and refer to fluorine, chlorine, bromine, or iodine.

"Haloalkyl" and "halocycloalkyl" include mono, poly, and perhaloalkyl groups where each halogen is independently selected from fluorine, chlorine, and bromine.

"Fluoro" means -F.

"Chloro" means -CI.

As used herein, "fluoro-substituted-alkyl" or "fluoroalkyl" means an alkyl having a specified number of atoms and substituted with one or more ~F groups. Examples of fluoro-substituted-alk ls include, but are not limited

to, -CF3, -CH2CF3, -CH2CF2H, -CH2CH2F and -CH2CH2CF3.

"Hydroxyalkyl," as used herein, refers to an alkyl group substituted with one or more bydroxyls. Hydroxyalkyl includes mono, poly, and perhydroxyalkyl groups. Examples of hydroxyalkyls include -CII2CH2OH and ~CH2CH(OH)CH20H.

'Όχο" means substituted with =0.

As described herein, compounds of the invention may contain "optionally substituted" moieties. In general, the term "substituted", whether preceded by the term "optionally" or not, means that one or more hvdiOgens of the designated moiety are replaced with a suitable substituent Unless otherwise indicated, an "optionally substituted" group may have a suitable substituent at each substitutable position of the group, and when more than one position in any given structure may be substituted with more than one substituent selected from a specified group, the substituent may be either the same or different at every position. Cornbinations of substituents envisioned by this invention are preferably those that result in the formation of stable or chemically feasible compounds. The term "stable", as used herein, refers to compounds thai are not substantially altered when subjected to conditions to allow for their production, detection, and, in certain embodiments, their recovery, purification, and use for one or more of the purposes disclosed herein.

In the paragraphs below, where "Ph" is phenyl.

Suitable monovalent substituents on a substitutahle carbon atom of an "optionally substituted" group are independently halogen; ~(CH ₂ )o-4R ⁰ ; -(CH_¾)o-40R ⁰ ; -0(CH-)o-4R ⁰ , -0 CH ₂ )o-4C(0)OR°; -(C]¾)C CH(OR ⁰ )2; -(CH_)<MSR ⁰ ; -(CH2)wPh, which may be substituted with R°; -(CJ¾)o-4Q(CH2)Q-iPh which may be substituted with R°; ~CH=CHPh, which may be substituted with R°; ~(CH2)o- 0(C¾)o-i-pyridyl which may be substituted with R°; -NO2; -CN; -Ns; -(CH2 HN(R ⁰ )2; -(CHZ MN(R ⁰ )C(0)R ⁰ ; -N(R°)C(S)R°; -(CH2)O-4N(R°) C(G)NR¾ -N(R°)C(S)NR°2; <CH2)o-4N{R°)C(0)OR°; -N(R°)N(R ⁰ )C(G)R°; -N(R°)N(R°)C (0) R° ₂ ; -N(R°)N(R°)C(0)OR°; -(CH2 C(0)R ⁰ ; -C(S)R°; <CH2)O-4C(G)OR°; -(CI-b)o-4C (0)SR°; -(Cii2)o-4C(0)OSiR° ₃ ; -(CH2> OC(0)R ⁰ ; -OC(0)(CH2)CS-48R-, -SC(S)SR°;

-(Ci-i2)o.4SC(0)R ⁰ ; -(CH2 MC(0)NR ⁰ 2; ~C(8)NR°2; -C(S)SR°; -SC(S)SR°, -(CH2> OC(0) NR¾ -C(0)N(OR°)R°; -C(0)C(0)R°; -C(0)CH2C(G)R°; -C( OR°)R°;-(CH2 MSSR ⁰ ; -(CH ₂ )o-4S(0)2R°; -(CH2)o-4S(0) ₂ OR°; -(Ca)o-40S(0) ₂ R°; -S(0)2NR° ₂ ; -(CH2>MS(0)R ⁰ ; -N(R°)S (0)2NR° ₂ ; -N(R°)S(0)2R°; -N(OR°)R°; -C(NH)NR¾ -P(0) ₂ R ⁰ ; -P(G)R° ₂ ; -OP(0)R¾ -OP (0)(OR°)2; SiR¾ -(C1-4 straight or branched alkylene)0- (R°)2; or -(CM straight or branched alkylene)C(0)0-N(R°)2, wherein each R° may be substituted as defined below and is independently hydrogen, Ci-6 aliphatic, -CH2PI1, -0(CH2)o-iPh, -CH.-(5-6 membered heteroaryl ring), or a 5-6-membered saturated, partially unsaturated, or aryl ring having 0-4 heteroatoms independently selected from nitrogen, oxygen, or sulfur, or, notwithstanding the definition above, two independent occurrences of R°, taken together with their intervening atom(s), form a 3-12-membered saturated, partially unsaturated, or aryl mono- or bicyclic ring having 0-4 heteroatoms independently selected from nitrogen, oxygen, or sulfur, which may be substituted as defined below.

Suitable monovalent substituents on R° (or the ring formed by taking two independent occurrences of R ^c together with their intervening atoms), are independently

halogen, -(Clfc^R ^® , -(haloR*), -(CH2)o- ₂ OH, CIl2)o- ₂ ORViCH ₂ )o _-2 CH(OR ^® ) ₂ ; -0(haloR ^e ), -CN, -Ms, -(CH2)o-2C(0)R ⁹ ₅ -(CH2)o-2C(0)OH, -(CH2)o-2C(0)OR ^,s , -(CH2)o~2SR ^® ', -(CH 0-2S H, -(CH2)o.2NH2, -(CH_)<wNHR*, -(CH2 wNR*¾ -NO2, ~8iR ^® 3, -OSiR*3, -C(0)SR*, -(CM straight or branched alkylene)C(0)OR*, or -SSR* wherein each R ^® is unsubstituted or where preceded by "halo" is substituted only with one or more halogens, and is independently selected from C1-4 aliphatic, -CH2PI1. ~0(CH2)o-iPh, or a S-6-membered saturated, partially unsaturated, or aryl ring having 0-4 heteroatoms independently selected from nitrogen, oxygen, or sulfur. Suitable divalent substituents on a saturated carbon atom of R° include =0 and =S.

Suitable divalent substituents on a saturated carbon atom of an "optionally substituted" group include the following: =0, =S, =NNR*¾ =NNHC(0)R*, =NNHC(0)OR*, =NNHS(0)2R*, =NR*, -NOR*, -0(C(R*2))2-30-, or -S(C(R*2»2JS-, wherein each

independent occurrence of R* is selected from hydrogen, Ci-6 aliphatic which may be substituted as defined below, or an unsubstituted 5-6-membered saturated, partially unsaturated, or aryl ring having 0-4 heteroatoms independently selected from nitrogen, oxygen, or sulfur. Suitable divalent substituents that are bound to vicinal substitutahle carbons of an "optionally substituted" group include: -0(CR*2)2-30~, wherein each independent occurrence of R* is selected from hydrogen, Ci-6 aliphatic which may be substituted as defined below, or an unsubstituted 5-6-membered saturated, partially unsaturated, or ary! ring having 0-4 heteroatoms independently selected from nitrogen, oxygen, or sulfur.

Suitable substituents on the aliphatic group of R* include

halogen, -R ^e , -(haloR*), -OH, -OR ^® , -0(haloR ^e ), -CN, -C(0)OH, -C(G)OR ^e , -NH2, -NHR*, - NR*2, or -NO2, wherein each K ^e is unsubstituted or where preceded by "halo" is substituted only with one or more halogens, and is independently C1-4 aliphatic, -CH2PI1, ~Q(C]¾)o-iPh, or a 5-6-membered saturated, partially unsaturated, or aryl ring having 0-4 heteroatoms independently selected from nitrogen, oxygen, or sulfur.

Suitable substituents on a substitutahle nitrogen of a "optionally substituted" group include -Rt, -NR?¾ ~C(0)R ^† , -C(0)GR*, -C(0)C(0)Rt, -C(0)CH2C(0)R , -S(0) ₂ R ^† , -S(0) ₂ N R ^† 2, -C(S)NR ^† 2. -C( H)NR ^† 2, or -N(R ^† )S(0)2R ^† ; wherein each R ^" is independently hydrogen, Ci-6 aliphatic which may be substituted as defined below, unsubstituted -OPh, or an unsubstituted 5-6-membered saturated, partially unsaturated, or aryl ring having 0-4 heteroatonis independently selected from nitrogen, oxygen, or sulfur, or, notwithstanding the -Ma- definition above, two independent occurrences of R ^† , taken together with their intervening atom(s) form an unsubstituted 3-12-membered saturated, partially unsaturated, or aryl mono- or bicyclic ring having 0-4 heteroatoms independently selected from nitrogen, oxygen, or sulfur.

Suitable substituents on the aliphatic group of RJ are independently

halogen, -R ^® , -(haloR ^® ), -OH, -OR ^® , ~0(haloR ^® ), -CN, -C(0)OH, -C(0)OR ^® , -NH¾ -NHR ^® , - NR*2, or -NO2, wherein each R ^® is unsubstituted or where preceded by "halo" is substituted only with one or more halogens, and is independently CM aliphatic, -CH2PI1, -0(CH_)o-iPh, or a 5-6-membered saturated, partially unsaturated, or ary l ring having 0-4 heteroatoms independently selected f om nitrogen, oxygen, or sulfur.

Another embodiment of the present invention is a pharmaceutical composition comprising one or more pharmaceutically acceptable carrier and/or diluent and a compound disclosed herein, or a pharmaceutically acceptable salt thereof.

"Pharmaceutically acceptable carrier" and "pharmaceutically acceptable diluent" means non-therapeutic components that are of sufficient purity and quality for use in the formulation of a composition of the invention that, when appropriately administered to an animal or human, typically do not produce an adverse reaction, and that are used as a vehicle for a drug substance (i.e., a compound of the present invention).

Pharmaceutically acceptable salts of the compounds of the present invention are also incl uded. For example, an acid salt of a compound of the present invention containing an amine or other basic group can be obtained by reacting the compound with a suitable organic or inorganic acid, resulting in pharmaceutically acceptable anionic salt forms. Examples of anionic salts mclude the acetate, benzenesulfonate, benzoate, bicarbonate, bitartrate, bromide, calcium edetate, camsylate, carbonate, chloride, citrate, dihydrochloride, edetate, edisylate, estolate, esylate, fumarate, glyceptate, gluconate, glutamate, glycollylarsanilate,

hexylresorcinate, hydrohromide, hydrochloride, hydroxynaphthoate, iodide, isethionate, lactate, laeiobkmate, malate, maleate, mandelate, mesylate, methylsulfate, mucate, napsylate, nitrate, pamoate, pantothenate, phosphate/diphosphate, po!ygalacturonate, salicylate, stearate, subacetate, succinate, sulfate, taxmate, tartrate, teoelate, tosylate, and triethiodide salts.

Salts of the compounds of the present inv ention containing a carbox lic acid or other acidic functional group can be prepared by reacting with a suitable base. Such a

pharmaceutically acceptable salt may be made with a base which affords a pharmaceutically acceptable cation, which includes alkali metal salts (especially sodium and potassium), alkaline earth metal salts (especially calcium and magnesium), aluminum salts and ammonium salts, as well as salts mads from physiologically acceptable organic bases such as trimethylamine, hiethylaniine, morphol ne, pyridine, piperidine, pieoiine, dicyclohexylamine, Ν,Ν'-dibenzylemylenediamine, 2-hydroxyethylamine, bis-(2-hydroxyethyl)amine, tri-(2~hydroxyethyl)amine, procaine, dibenz lpiperidine, dehydroabietylamine,

Ν,Ν'-bisdehydroabietylamine, glucamine, N-methylglucamine, colliding, quinine, quinoline, and basic amino acids such as lysine and arginine.

The invention also includes various isomers and mixtures thereof. Certain of the compounds of the present invention may exist in various siereoisomeric forms.

Stereoisomers are compounds which differ only in their spatial arrangement. Enantiomers are pairs of stereoisomers whose mirror images are not superimposable, most commonly because they contain an asymmetrically substituted carbon atom that acts as a chiral center. "Enantiomer" means one of a pair of molecules that are mirror images of each other and are not superimposable. Diastereomers are stereoisomers that are not related as mirror images, most commonly because they contain two or more asymmetrically substituted carbon atoms, "i?" and "S" represent the configuration of substituents around one or more chiral carbon atoms. When a chiral center is not defined as R or S, either a pure enantiomer or a mixture of both configurations is present,

"Racemate" or "racemic m ixture" means a compound of equimolar quantities of two enantiomers, wherein such mixtures exhibit no optical activity; i.e., they do not rotate the plane of polarized light.

The compounds of the in vention may be prepared as individual isomers by either isomer-specific synthesis or resolved from an isomeric mixture. Conventional resolution techniques include forming the salt of a free base of each isomer of an isomeric pair using an optically active acid (followed by fractional crystallization and regeneration of the free base), forming the salt of the acid form of each isomer of an isomeric pair using an optically active amine (followed by fractional crystallization and regeneration of the free acid), forming an ester or amide of each of the isomers of an isomeric pair using a optically pure acid, amine or alcohol (followed by chromatographic separation and removal of the chiral auxiliary), or resolving an isomeric mixture of either a starting material or a final product using various well known, chromatographic methods. When the stereochemistry of a disclosed compound is named or depicted by stnieture, the named or depicted stereoisomer is at least about 60%, about 70%, about 80%, about 90%, about 99% or about 99.9% by weight pure relative to the other stereoisomers. When a single enantiomer is named or depicted by structure, the depicted or named enantiomer is at least about 60%, about 70%, about 80%, about 90%, about 99% or about 99.9% by weight optically pure. Percent optical purity by weight is the ratio of the weight of the enantiomer thai is present divided by the combined weight of the enantiomer that is present and the weight of its optical isomer.

"Cis" means on the same side. "Trans" means on opposite sides. The designation "cis" is used when two substituents have an ""up-up" or a "down-down" relationship. The designation "trans" is used when two substituents have an "up-down" or "down-up" relationship. Typically, two substituents that are "cis" to one another are arranged on the same side of a molecule. When the term "cis" is used with reference to a fused, saturated or partially saturated ring system, the term is intended to indicate that the two atoms attached to

the common ring atoms are cis substituents. For example, cis

diastereomers of a moiety having the following structural fo rmula:

As used herein, the term "subject" means a mam al in need of treatment or prevention, e.g., a human, companion animals (e.g., dogs, cats, and the like), farm animals (e.g., cows, pigs, horses, sheep, goats and the like) and laboratory animals (e.g., rats, mice, guinea pigs and the like). Typically, the subject is a human in need of the specified treatment.

As used herein, the term "treating" or 'treatment" refers to obtaining desired pharmacological and/or physiological effect. The effect can include achieving, partially or substantially, one or more of the following results: partially or totally reducing the extent of the disease, disorder or syndrome; ameliorating or improving a clinical symptom or indicator associated with the disorder; delaying, iiihihiting or decreasing the likelihood of the progression of the disease, disorder or syndrome.

As used herein, "preventing" or "prevention" refers to reducing the likelihood of the onset or development of disease, disorder or syndrome.

"Effective amount" means that amount of active compound agent that elicits the desired biological response in a subject. In one embodiment, the effective amount of a compound of the invention is from about 0.01 mg kg day to about 1000 mg/kg/day, from about 0.1 mg/kg/day to about 100 mg kg/day, or from about 0.5 nig/kg/day to about 50 mg/kg/day.

As used herein the terms hematological malignancy and hematological cancer are used interchangeably and refer to cancers of the blood (leukemia) or cancers of the lymph system (lymphomas). Le kemias can include acute myeloid leukemia (AML), also known as acute myelogenous leukemia, acute myeloblasts leukemia, acute granulocytic leukemia or acute nonlymp ocytic leukemia, acute lymphoblastic leukemi (ALL), chronic lymphocytic leukemia (CLL), chronic myelogenous leukemia (CML), chronic myelomonocytic leukemia (CMML), acute monocytic leukemia (AMoL). Lymphomas can include, Hodgkin's lymphoma, non-Hodgkin's lymphomas, multiple myeloma, myelodysplastic or

myeloproliferative syndrome, mantle cell lymphoma, diffuse large B-cell lymphoma

urkitt lymphoma leukemia and B~eell lymphoma.

Hematological malignancies are cancers that affect the blood and lymph system. Some types of hematologic malignancies include: Multiple myeloma, Hodgkin's lymphoma, Non-Hodgkin's lymphoma and Leukemia, The cancer may begin in blood-forming tissue (e.g., bone marrow), or in the cells of the immune system. For example, leukemia originates in blood-forming tissue. Leukemia is characterized by the uncontrolled growth of blood cells, usually white blood ceils (leukocytes), in the bone marrow. White blood cells are a fundamental component of the body's immune response. The leukemia cells crowd out and replace normal blood and marrow cells.

There are four main types of leukemia: Acute myeloid leukemia (AML); Chronic myeloid leukemia (CML); Acute lymphocytic leukemia (ALL); and Chronic lymphocytic leukemia (CLL). The primary differences between the four main types of leukemia have to do with their rates of progression and where the cancer develops. Acute myeloid leukemia (AML), also known as acute myelogenous leukemia, acute tnyeloblastic leukemia, acute granulocytic leukemia or acute nonlymphocytic leukemia, is a fast-growing form of cancer of the blood and bone marrow. AML is the most common type of acute leukemia. It occurs when the bone marrow begins to make blasts, cells that have not yet completely matured. These blasts normally develop into white blood cells. However, in AML, these cells do not develop and are unable to ward off infections. In AML, the bone marrow may also make abnormal red blood cells and platelets. The number of these abnormal cells increases rapidly, and the abnormal (leukemia) ceils begin to crowd out the normal white blood cells, red blood cells and platelets that the body needs.

In certain embod iments, provided herein is a method of treating a hematological cancer in a subject in need of treatment comprising administering to the subject in need of treatment an effective amoung of any of the compounds disclosed herein, including a compound of Formula (I), Formula (Γ), Formula (II), Formula (IF), Formula (III), Formula (ΪΙΓ), Formula (IV), Formula (IV), Formula (V), Formula (V), Formula (VI), Formula (VT), Formula (VH) or Formula (VIF), or a pharmaceutically acceptable salt thereof or a pharmaceutically acceptable composition thereof. In further embodiments, provided herein is a method of treating a hematological cancer in a subject in need of treatment comprising administering to the subject in need of treatment an effective amoung of any of the compounds disclosed herein, including a compound of Formula (X), (X-l), (XI), (XII), (XX), (XXI), (XXII), (ΧΧΪΠ), (XXIV), (XXV), (XIII), (XIV), or (XV).

In one aspect, the hematological cancer is selected from Acute Myeloid Leukemia, Multiple myeloma, Hodgkin lymphoma, Non-Hodgkin lymphoma and Leukemia

In particular embodiments, provided herein is a method of treating a leukemia in a subject in need of treatment comprising administering to the subject in need of treatment an effective amoung of any of the compounds disclosed herein, including a compound of Formula (I), Formula (F), Formula (II), Formula (IF), Formula (III), Formula (IIP), Formula (IV), Formula (IV), Formula (V), Formula (V), Formula (VI), Formula (VP), Formula (VII) or Formula (VIP), or a pharmaceutically acceptable salt thereof or a pharmaceutically acceptable composition thereof. In further embodiments, provided herein is a method of treating a leukemia in a subject in need of treatment comprising administering to the subject in need of treatment an effective amoung of any of the compounds disclosed herein, including a compound of Formula (X), (X-l), (XI), (XII), (XX), (XXI), (XXII), (XXIII),

(XX IV) , (XXV), (Xffl), (XIV), or (XV).

In some embodiments, provided herein is a method of treating acute myeloid leukemia in a subject in need of treatment comprising administering to the subject an effective amount of any of the compounds disclosed herein, including a compound of

Formula (1), Formula (F), Formula (II), Formula (IF), Formula (HI), Formula (HP), Formula (TV), Formula (IV'), Formula (V), Formula (V'), Formula (VI), Formula (VF), Formula (Vil) or Formula (VII ⁵ ), or a pharmaceutically acceptable salt tliereof or a pharmaceutically acceptable composition thereof, in some embodiments, provided herein is a method of treating acute myeloid leukemia in a subject in need of treatment comprismg administering to the subject an effective amount of any of the compounds disclosed herein, including a compound of Formula (X), (X-l), (XI), (ΧΙΓ), (XX), (XXI), (XXII), (XXITI), (XXIV),

(XXV) , (XIII), (XIV), or (XV).

in certain embodiments, provided herein is a method of treating acute myeloid leukemia comprising administering to a subject an effective amount of a compound of

Formula (I), Fornmla (Γ), or a pharmaceutically acceptable salt tliereof or a pharmaceutically acceptable composition thereof, in one aspect of this embodiment, the compound is selected from Compounds 3, 3a, 3b, 4, 4a, 4b and 5 as defined herein or a pharmaceutically acceptable salt thereof. In a specific aspect, the compound is Compound 3a.

In certain embodiments, provided herein is a method of treating acute myeloid leukemia in a subject in need of treatment compri sing administering to the subject an effective amount of a compound of Formula (II), Formula (IF), or a pharmaceutically acceptable salt thereof or a pharmaceutically acceptable composition tliereof.

In certain embodiments, provided herein is a method of treating acute myeloid leukemia in a subject in need of treatment comprismg administering to the subject an effective amount of a compound of Formula (HI), Formula (HI') or a pharmaceutically acceptable salt thereof or a pharmaceutically acceptable composition thereof. In one aspect of this embodiment, the compound is selected from Compounds 1 and 2 as described herein or a pharmaceutically acceptable salt thereof.

In ceilam embodiments, provided herein is a method of treating acute myeloid leukemia in a subject in need of treatment comprismg administering to the subject an effective amount of a compound of Formula (IV), Formula (IV) or a pharmaceutically acceptable salt thereof or a pharmaceutically acceptable composition thereof.

In other embodiments, provided herein is a method of treating acute myeloid leukemia in a subject in need thereof comprising administering to the subject an effective amount of a compound of Formula (V), Formula (V) or a pharmaceutically acceptable salt thereof or a pharmaceutically acceptable composition thereof.

in certam embodiments, provided herein is a method of treating acute myeloid leukemia in a subject in need of treatment compri sing administering to the subject an effective amount of a compound of Formula (VI), Formula (VI') or a pharmaceutically acceptable salt thereof or a pharmaceutically acceptable composition thereof.

In certain embodiments, provided herein is a method of treating acute myeloid leukemia in a subject in need of treatment comprising administering to the subject an effective amount of a compound of Formula (VII), Formula (VIT) or a pharmaceutically acceptable salt thereof or a pharmaceutically acceptable composition thereof.

In some embodiments, the compound of Formula (I) is a compound selected from formulae (la), (la'), (lb), (lb'), (le), (Ic'), ( lc-1), (lc'-l), (id), (Id ⁵ ), (ie) and (ίε'). in some embodiments, the compound of Formula (II) is a compound selected from formulae (Ha), (Ha'), (ila-i), (Da'-l), (lib), (lib'), (Jlb-I), (Hb'-l), (Hb-2), (IIb ⁵ -2) _s (lie), (Tie'), (IIc-l), (llc'~l), (ild) and (lid'). In some embodiments, the compound is selected from Formula (Hi), Formula (ΪΪΙ'), Formula (TV), Formula (IV), Formula (V), Formula (V), Formula (VI), Formula (VF), Formula (VII) and Formula (VIF).

In some embodiments, the methods described herein comprise administering to a subject in need of treatment an effective amount of a compound selected from Compound 1 , Compound 2, Compound 3, Compound 3a, Compound 3b, Compound 4, Compound 4a, Compound 4b and Compound 5.

In certain embodiments, the compound is Compound 1. In certain embodiments, the compound is Compound 2. In certain embodiments, the compound is Compound 3a. In certain embodiments, the compound is Compound 4a, In certain embodiments, the compound is Compound 5.

In other embodiments, provided herein is the use of an effective amount of a compound of Formula (I), Formula (F), Formula (II), Formula (IF), Formula (III), Formula (ΗΓ), Formula (IV), Formula (IV), Formula (V), Formula (V), Formula (VI), Formula (VI'), Formula (VII) or Formula (VIP), or a pharmaceutically acceptable salt, thereof or a pharmaceutically acceptable composition thereof, in the manufacture of a medicament for the treatment of a hematological cancer. In one aspect, the hematological cancer is Multiple myeloma, Hodgkin lymphoma, on-Hodgkin lymphoma and Leukemia. In a particular aspect the hematological cancer is leukemia, in a more particular aspect, the leukemia is acute myeloid leukemia. All compound and Formula embodiments described above are contemplated for these uses.

In other embodiments, provided herein is the use of an effective amount of a compound of Formula (I), Formula (Γ), Formula (II), Formula (IT), Formula (HI), Formula (IIP), Formula (IV), Formula (IV), Formula (V), Formula (V), Formula (VI), Formula (VI'), Formula (VII), Formula (VII'), Formula (X). Formula (X-I), Formula (XI), Formula (XI!), Formula (XX), Formula (XXI), Formula (ΧΧΪΙ), Formula (ΧΧΪΪΙ), Formula (XXIV), Formula (XXV), Formula (XIII), Formula (XIV), or Formula (XV).

or a pharmaceutically acceptable salt thereof or a pharmaceutically acceptable composition thereof, for the treatment of a hematological cancer. In one aspect, the hematological cancer is Multiple myeloma, Hodgkin lymphoma, Non-Hodgkin lymphoma and Leukemia. In a particular aspect the hematological cancer is leukemia. Γη a more particular aspect, the leukemia is acute myeloid leukemia.

All compound and Formulas described above are contemplated for these uses.

Bacterial Infections

Compounds of the invention, in particular, a compound represnetd by any one of structural formulas XV or XIV or a compound of Formulas XIII or XII, can be used to prevent or treat important mammalian and veterinary diseases such as diarrhea, urinary tract infections, infections of skin and ski structure including wounds, cellulitis, and abscesses, ear, nose and throat infections, mastitis and the like. In addition, methods for treating neoplasms using tetracycline compounds of the invention are also included (van der Bozert et aL Cancer Res., 48: 6686-6690 (1988)).

Infections that can be treated using compounds of the invention or a pharmaceutically acceptable salt thereof include, but are not limited to, skin infections, GI infections, urinary tract infections, genito- rmary infections, respiratory tract infections, sinuses infections. -ISO- middle ear infections, systemic infections, intra-abdominal infections, pyelonephritis, pneumonia, bacterial vaginosis, streptococcal sore throat, chronic bacterial prostatitis, gynecological and pelvic infections, sexually transmitted bacterial diseases, ocular and otic infections, cholera, influenza, bronchitis, acne, psoriasis, rosacea, impetigo, malaria, sexually transmitted disease including syphilis and gonorrhea. Legionnaires' disease, Lyme disease, Rocky Mountain spotted fever, Q fever, typhus, bubonic plague, gas gangrene, hospital acquired mfeciions, leptospirosis, whooping cough, anthrax and infections caused by the agents responsible for lymphogranuloma venereum, inclusion conjunctivitis, or psittacosis. Infections can be bacterial, fungal, parasitic and viral infections (including those which are resistant to other tetracycline compounds).

In one embodiment, the infection is a respirator)' infection. In a particular aspect, the respiratory irsfection is Community-Acquired Bacterial Pneumonia (CABP), In a more particular embodiment, the respiratory infection, for example, CABP is caused by a bacterium selected from S. aureus, S. pneumoniae, S. pyogenes, H. influenza, M, eatarrhalis and Legionella pneumophila.

In another embodiment, the infection is a skin infection. In a particular aspect the skin infection is an acute bacterial skin and skin structure infection (AB8SSI). In a more particular embodiment, the skin infection, for example ABSSSI is caused by a bacterium selected from. S. aureus, CoNS, S. pyogenes, S, agalactiae, E. faecalis and E. faecium.

In one embodiment, the infection can be caused by a bacterium (e.g. an anaerobic or aerobic bacterium).

In another embodiment, the infection is caused by a Gram-positive bacterium. In a specific aspect of this embodiment, the infection is caused by a Gram-positive bacterium selected from class Bacilli, including, but not limited to. Staphylococcus spp., Streptococcus spp., Enterococcus spp., Bacillus spp,, Listeria spp.; phylum Actinobacteria, including, but not limited to, Propionihacterium spp., Coryn bacterium spp., Nocardia spp., Actinobacteria spp., and class Clostridia, including, but not limited to, Clostridium spp.

in another embodiment, the infection is caused by a Gram-positive bacterium selected from S. aureus, CoNS, S. pneumoniae, S. pyogenes, S. agalactiae, E. faecalis and E. faecium.

In another embodiment, the infection is caused by a Gram-negative bacterium. In one aspect of this embodiment, the infection is caused by a phylum Proteobacteria {e.g.,

Betaproteobacteria and Gammaproteobacteria), including Escherichia coli. Salmonella, Shigella, other Enter obacteriaceae, Pseudo onas, Moraxella, Helicobacter,

Stenotrophomonas, Bdellovihrio, acetic acid bacteria, Legionella or alpha-proteobacteria such as Wolbachia. in another aspect, the infection is caused by a Gram-negative bacterium selected from cyanobacteria, spirochaetes, green sulfur or green non-sulfur bacteria. In a specific aspect of this embodiment, the infection is caused by a Gram-negative bacteria selected from Enterohaetericeae (e.g., E. coli, Klebsiella pneumoniae including those containing extended-spectrum β-lactamases and/or carbapenemases), Bacteraidetes (e.g., Bacter aides fragilis)., Vibrionaceae {Vibrio cholerae), Pasteurellaceae (e.g., Haemophilus influenzae), Pseudomonadaceae (e.g., Pseudomonas aeruginosa), Neisseriaceae (e.g.

Neisseria meningitidis), Rickettsiae, Moraxellaeeae (e.g., Moraxella catarrhalis), any species of Proteeae, Acinetobacter spp,, Helicobacter spp., and Campylobacter spp. In a particular embodiment, the infection is caused by Gram-negative bacterium selected from the group consisting of Enterohaetericeae (e.g., E. coli, Klebsiella pneumoniae), Pseudomonas, and Acinetobacter spp. In another embodiment, the infection is caused by an organism selected from the group consisting of K. pneumoniae, Salmonella, E, hirae, A. baumann, M. catarrhalis, II, influenzae, P. aeruginosa, E.faecium, E. coli, S, aureus, and E. faecalis.

In another embodiment, the infection is cause by a gram negative bacterium selected from H. influenza, M. catarrhalis and Legionella pneumophila.

In one embodiment, the infection is caused by an organism that grows mtracellularly as part of its infection process.

In another embodiment, the infection is caused by an organism selected from the group consisting of order Ricketisiaies; phylum Chlamydiae; order Chlamydiales; Legionella spp.; class Mollicutes, including, but not limited to, Mycoplasma spp. (e.g. Mycoplasma pneumoniae); Mycobacterium spp. (e.g. Mycobacterium tuberculosis); and phylum

Spriochaetales (e.g. Borrelia spp. and Treponema spp.).

In another embodiment, the infection is caused by a Category A Biodefense organism as described at http://www.bt.cdc.gov/agent agentlist-category.asp, the entire teachings of which are incorporated herein by reference. Examples of Categoiy A organisms include, but are not limited to, Bacillus anthracis (anthrax), Yersinia pestis (plague), Clostridium hotulinum (botulism) or Francisella tularensis (tularemia). In another embodiment the infection is a Bacillus anthracis infection. "Bacillus anthracis infection" includes any state. diseases, or disorders caused or which result from exposure or alleged exposure to Bacillus anihr cis or another mem ber of the Bacillus cereus group of bacteria.

Additional infections thai can be treated using compounds of the invention or a pharmaceutically acceptable salt thereof include, but are not limited to, anthrax, botulism, bubonic plague, and tularemia.

In another embodiment, the infection is caused by a Category B Biodefense organis as described at http://www.bt.cdc.gov/agent/agentlist-category.asp, the entire teachings of which are incorporated herein by reference. Examples of Category B organisms include, but are not limited to, Brucella spp, Clostridium perfringens, Salmonella spp., Escherichia coli 0157:117, Shigella spp., Burkholderia mallei, Burkhalderia pseudomallei, Chlamydia psittaci, Coxieila burnetii. Staphylococcal enterotoxin B, Rickettsia prowazekii, Vibrio cholerae. and Cryptosporidium parvum.

Additional infections that can be treated using compounds of the invention or a pharmaceutically acceptable salt thereof include, but are not limited to, Brucellosis.

Clostridium perfringens, food-borne illnesses, Glanders, Melioidosis, Psittacosis, Q fever, and water-borne illnesses.

In yet another embodiment, the infection can be caused by one or more than one organism described above. Examples of such Infections include, but are not limited to, intraabdominal infections (often a mixture of a gram-negative species like E. coli and an anaerobe like B. fragilis), diabetic foot (various combinations of Streptococcus, Serratia,

Staphylococcus and Enterococcus spp.. anaerobes (S.E. Dowd. et al. PloS one 2008;3:e3326, the entire teachings of which are incorporated herein by reference) and respiratory disease (especially in patients that have chronic infections like cystic fibrosis - e.g., 51 aureus plus P. aeruginosa or H. influenzae, atypical pathogens), wounds and abscesses (various gram- negative and gram-positive bacteria, notably MSSA MRSA, coagulase-negative

staphylococci, enterococci, Acinetobacter, P. aeruginosa, E. coli, B, fragilis), and bloodstream infections (13% were polymicrobial (H. WisplinghofF, et al., Clin, Infect, Dis, 2004:39:311-317, the entire teachings of which are incorporated herein by reference)).

In one embodiment, the infection is caused by an organism resistant to one or more antibiotics. In another embodiment the infection is caused by an organism resistant to tetracycline or any member of first and second generation of tetracycline antibiotics (e.g., doxycycline or minocycline).

In another embodiment, the infection is caused by an organism resistant to methicillin. In another embodiment, the infection is caused by an organism resistant to vancomycin.

In another embodiment, the infection is caused by an organism resistant to a quinolone or fluoroquinolone.

In another embodiment, the infection is caused by an organism resistant to tigeeyciine or any other tetracycline derivative. In a particular embodiment, the infection is caused by an organism resistant to tigeeyciine.

in another embodiment, the infection is caused by an organism resistant to a β-lactam or cephalosporin antibiotic or an organism resistant to penems or carbapenems.

In another embodiment the infection is caused by an organism resistant to an antimicrobiai peptide or a biosimilar therapeutic treatment. Antimicrobiai peptides (also called host defense peptides) are an evolutionarily conserved component of the innate immune response and are found among all classes of life. In this case, antimicrobial peptide refers to any naturally occurring molecule or any semi synthetic molecule that are analogs of anionic peptides, linear catiomc a-helical peptides, eatiomc peptides enriched for specific amino acids (i.e, rich in proline, argiriine, phenylalanine, glycine, tryptophan), and anionic and catioiiie peptides that contain cystein and form disulfide bonds.

In another embodiment, the infection is caused by an organism resistant to

macrolides, lincosamides, streptogramin antibiotics, oxazolidmones, and pleuromutilins.

In another embodiment, the infection is caused by an organism resistant to PTK0796 (7-dimethylamino, 9-(2,2-dimethyl-propyi)-aminomethylcyclme).

In another embodiment, the infection is caused by a multidrug-resistant pathogen (having intermediate or full resistance to any two or more antibiotics).

Cancer Combination Therapies

In some embodiments, a compound described herein is administered together with an additional cancer treatment. Exemplary cancer treatments include, for example,

chemotherapy, targeted therapies such as antibody therapies, kinase inhibitors, immunotherapy, and hormonal therapy, and anti-angiogenic therapies. Examples of each of these treatments are provided below.

As used herein, the term "combination," "combined," and related terms refer to the simultaneous or sequential administration of therapeutic agents in accordance with this invention. For example, a compound of the present invention can be administered with another therapeutic agent simultaneously or sequentially in separate unit dosage forms or together in a single unit dosage form. Accordingly, the present invention provides a single unit dosage form comprising a compound of the invention, an additional therapeutic agent, and a pharmaceutically acceptable carrier, adjuvant, or vehicle.

The amount of both a compound of the invention and additional therapeutic agent (in those compositions which comprise an additional therapeutic agent as described above) that can be combined with the carrier materials to produce a single dosage form will vary depending upon the host treated and the particular mode of administration. For example, compositions of this invention should be formulated so that a dosage of between 0.01 - 100 mg/kg body weight/day of a compound of the invention can be administered.

Chemotherapy

In some embodiments, a compound described herein is administered with a chemotherapy. Chemotherapy is the treatment of cancer with drags that can destroy cancer cells, "Chemotherapy" usually refers to cytotoxic drugs which affect rapidly dividing cells in general, in contrast with targeted therapy. Chemotherapy drugs interfere with cell division in various possible ways, e.g., with the duplication of DNA or the separation of newly formed chromosomes. Most forms of chemotherapy target all rapidly dividing cells and are not specific for cancer cells, although some degree of specificity may come from the inability of many cancer cells to repair DNA damage, while normal cells generally can.

Examples of chemotherapeutic agents used i cancer therapy include, for example, antimetabolites (e.g., folic acid, purine, and pyrrolidine derivatives) and alkylating agents (e.g., nitrogen mustards, nitrosoureas, platinum, alkyl sulfonates, hydrazines, triazenes, aziridines, spindle poison, cytotoxic agents, topoisomerase inhibitors and others). Exemplary agents include Aclarubicin, Actmomycin, Alitretinon, Altretamme, Aminopterin,

Aminolevulinic acid, Amrubicin, Amsacrine. Anagrelide, Arsenic trioxide, Asparaginase, Atrasentan, Belotecan, Bexarotene, Bendamustine, Bleomycin, Bortezomib, Busulfan, Camptotheein., Capecitebine, Carboplatin, Carboquone, Carmofur. Carmustme, Celecoxib, Chlorambucil, Chlormethine, Cisplatin, Cladribine, Ciofarabine, Crisantaspase,

Cyclophosphamide, Cytarabine, Dacarbazine, Daeimomycm, Datmorabicin, Deeitabme, Denieeoleine, Docetaxel, Doxorubicin. Efaproxiral, Elesclomol, ESsaniitrucin, Enoeitabme, Epirubicin, Estramustine, Etoglucid, Etoposide, Floxuridine, Fludarabine, Fluorouracil (5FU), Fotemustine, Gemcitabine, G!iadel implants, Hydroxy carbamide, Hydroxyurea, Idarubicin, ifosfamide, Irinotecan, IroMven, Ixabepilone, Larotaxel, Leucovorin, Liposomal doxorubicin, Liposomal daunorahicin, Lonidamme, Lomustine, Lucanthone, Mannosulfan, Masoprocol, Melphalan, Mercaptopurine, Mesna, Methotrexate, Methyl aminolevulinate, Mitobronitol, Mitoguazone, Mitotane, Mitomycin, Mitoxantrone, Nedaplatin, Nimustine, Oblimersen, Omaeetaxine, Ortataxel, Oxaliplatin, Paclitaxel, Pegaspargase, Pemetrexed, Pentostatin, Pirarubicin, Pixantrone, Plicamycm, Porfimer sodium, Prednimustine,

Procarbazine, RaHitrexed, Ranimustine, Rubitecan, Sapaeitabine, Semusline, Sitimagene ceradenovec, Strataplatin, Streptozocio, Talaporfia, Tegafirr-uracil, Temoporfin,

Temozolomide, Teniposide, Tesetaxel, Testolactone, Tetranitrate, Thiotepa, Tiazofurine, Tioguanme, Tipifarnib, Topoteean, Trabectedirs, Triaziquone, Triethylenemelamine, Triplatin, Tretinoin, Treosulfan, Trofosfamide, Uramustine, Valrubicin, Verteporfin, Vinblastine, Vincristine, Vindesine, Vinflunine, Vinorelbine, Vorinostat, Zorubicin, and other cytostatic or cytotoxic agents described herein.

Because some drugs work better together than alone, two or more drugs are often given at the same time. Often, two or more chemotherapy agents are used as combination chemotherapy. In some embodiments, the chemotherapy agents (including combination chemotherapy) cars be used in combination with a compound described herein.

In a specific embodiment, the two additional therapeutic agents used in combination with the compounds of the invention and include, cytara bine (ara-C) and an anthracycline drug such as daunoruhicm (daunornycin) or idarubicin. In certam instances, a third additional agent, cladribine, is used.

Targeted therapy

Targeted therapy constitutes the use of agents specific for the deregulated proteins of cancer cells. Small molecule targeted therapy drugs are generally inhibitors of enzymatic domains on mutated, overexpressed, or otherwise critical proteins within a cancer cell.

Prominent examples are the tyrosine kinase inhibitors such as axitmib, bosutinib, eediranib. desatinib, erolotinib, imatinib, gefitinib, lapatinib, lestaurt b, nilotinib, semaxanib, sorafenib, sunitin , and vandetanib, and also cy el in-dependent kinase inhibitors such as alvocidib and selieielib. Monoclonal antibody therapy is another strategy in which the therapeutic agent is an antibody which specifically binds to a protein on the surface of the cancer cells. Examples include the anti-HER2/neu antibody trastiizumab (Herceptin®) typically used in breast cancer, and the anti-CD2Q antibody rituxirnab and tositumornab typically used in a variety of B-cell malignancies. Other exemplary antibodies include cetuximah, panitumumab, trastuzumah, alemtuzumab, bevacizumab, edreeolomab, and gemtuzumab. Exemplary fusion proteins include aflibercept and denileukin diftitox. In some embodiments, targeted therapy can be used in combination with a compound described herein, e.g., Gleevec (Vignaii and Wang 2001).

Targeted therapy can also involve small peptides as "homing devices" which can bind to cell surface receptors or affected extracellular matrix surrounding a tumor. Radionuclides which are attached to these peptides {e.g., RGDs) eventually kill the cancer cell if the nuclide decays in the vicinity of the cell. An example of such therapy includes BEXXAR® .

Phamaceutical Formulations

The compositions of the invention include ocular, oral, nasal, transdermal, topical with or without occlusion, intravenous (both bolus and infusion), inhalable, and injection (mtraperitoneally, subcutaneously, intramuscularly, mtratumorally, or parenterally) formulations. The composition may be in a dosage unit such as a tablet, pill, capsule, powder, granule, liposome, ion exchange resin, sterile ocular solution, or ocular delivery device (such as a contact lens and the like facilitating immediate release, timed release, or sustained release), parenteral solution or suspension, metered aerosol or liquid spray, drop, ampoule, auto-injector device, or suppository; for administration ocularly, orally, intranasally, sublingually, parenterally, or rectally, or by inhalation or insufflation.

Compositions of the invention suitable for oral administration include solid forms such as pills, tablets, caplets, capsules (each including immediate release, timed release, and sustained release formulations), granules and powders; and, liquid forms such as solutions, syrups, elixirs, emulsions, and suspensions. Forms useful for ocular administration include sterile solutions or ocular delivery devices. Forms useful for parenteral administration include sterile solutions, emulsions, and suspensions. The compositions of the invention may be administered in a form suitable for once- weekly or once-monthly admin istration. For example, a insoluble salt of the active compound may be adapted to provide a depot preparation for intramuscular injection (e.g., a decanoate salt) or to provide a solution for ophthalmic administration.

The dosage form containing the composition of the invention contains an effective amount of the active ingredient necessary to provide a therapeutic effect. The composition may contain from about 5,000 mg to about 0.5 mg (preferably, from about 1,000 mg to about 0.5 mg) of a compound of the invention or salt form thereof and may be constituted into any form suitable for the selected mode of administration. The composition may be administered about 1 to about 5 times per day. Daily administration or post-periodic dosing may be employed.

For oral administration, the composition is preferably in the form of a tablet or capsule containing, e.g., about 500 to about 0.5 milligrams of the active compound. Dosages will vary depending on factors associated with the particular patient being treated (e.g., age, weight, diet and time of administration), the severity of the condition being treated, the compound being employed, the mode of administration, and the strength of the preparation.

The oral composition is preferably formulated as a homogeneous composition, wherein the active ingredient is dispersed evenly throughout the mixture, which may be readily subdivided into dosage units containing equal amounts of a compound of the invention. Preferably, the compositions are prepared by mixing a compound of the invention (or pharmaceutically acceptable salt thereof} with one or more optionally present pharmaceutical carriers (such as a starch, sugar, diluent, granulatmg agent, lubricant, giidant, binding agent, and disintegrating agent), one or more optionally present inert pharmaceutical excipients (such as water, glycols, oils, alcohols, flavoring agents, preservatives, coloring agents, and syrup), one or more optionally present conventional tableting ingredients (such as com starch, lactose, sucrose, sorbitol, talc, stearic acid, magnesium stearate, dicalcium phosphate, and any of a variety of gums), and an optional diluent (such as water).

Binder agents include starch, gelatin, natural sugars (e.g.. glucose and beta-lactose), com sweeteners and natural and synthetic gums (e.g., acacia and tragacanth). Disintegrating agents include starch, methyl cellulose, agar, and bentorrite.

Tablets and capsules represent an advantageous oral dosage unit form. Tablets may be sugarcoated or filmcoated using standard techniques. Tablets may also be coated or otherwise compounded to provide a prolonged, control-release therapeutic effect. The dosage form may comprise an inner dosage and an outer dosage component, wherein the outer component is in the form of an envelope over the inner component. The two components may further be separated by a layer which resists disintegration in the stomach (such as an enteric layer) and permits the inner component to pass intact into the duodenum or a layer which delays or sustains release. A variety of enteric and non-enteric layer or coating materials (such as polymeric acids, shellacs, acetyl alcohol, and cellulose acetate or combinations thereof) may be used.

Compounds of the invention may also be administered via a slow release composition; wherein the composition includes a compound of the invention and a biodegradable slow release carrier (e.g., a polymeric carrier) or a pharmaceutically acceptable non-biodegradable slow release carrier (e.g., an ion exchange carrier).

Biodegradable and non-biodegradable slow release carriers are well known in the art. Biodegradable carriers are used to form particles or matrices which retain an active agent(s) and which slowly degrade/dissolve in a suitable environment (e.g., aqueous, acidic, basic and the like) to release the agent. Such particles degrade/dissolve in body fluids to release the active compound(s) therein. The particles are preferably nanoparticles or nanoemulsions (e.g., in the range of about 1 to about 500 mn in diameter, preferably about 50 to about 200 nm in diameter, and most preferably about 100 ran in diameter). In a process for preparing a slow release composition, a slow release carrier and a compound of the invention are fi st dissolved or dispersed in an organic solvent. The resulting mixture is added into an aqueous solution containing an optional surface-active agent(s) to produce an emulsion. The organic solvent is then evaporated from the emulsion to provide a colloidal suspension of particles containing the slow release carrier and the compound of the invention.

The compound disclosed herein may be incorporated for administration orally or by injection in a liquid form such as aqueous solutions, suitably flavored syrups, aqueous or oil suspensions, flavored emulsions with edible oils such as cottonseed oil, sesame oil, coconut oil or peanut oil and the like, or in elixirs or similar pharmaceutical vehicles. Suitable dispersing or suspending agents for aqueous suspensions, include synthetic and natural gums such as iragaeanm, acacia, alginate, dextran, sodium eaxboxymethyleellulose,

methylcelluiose, polyvinyl-pyrrolidone, and gelatin. The liquid forms in suitably flavored suspending or dispersing agents may also include synthetic and natural gums. For parenteral administration, sterile suspensions and solutions are desired. Isotonic preparations, which generally contain suitable preservatives, are employed when intravenous administration is desired.

The compounds may he administered parenteraliy via injection. A parenteral formulation may consist of the active ingredient dissolved in or mixed with an appropriate inert liquid carrier. Acceptable liquid carriers usually comprise aqueous solvents and other optional ingredients for aiding solubility or preservation. Such aqueous solvents include sterile water, Ringer's solution, or an isotonic aqueous saline solution. Other optional ingredients include vegetable oils (such as peanut oil, cottonseed oil, and sesame oil), and organic solvents (such as solketal, glycerol, and formyl). A sterile, non-volatile oil may be employed as a solvent or suspending agent. The parenteral formulation is prepared by dissolving or suspending the active ingredient in the liquid carrier whereby the final dosage ursit contains from about 0.005 to about 10% by weight of the active ingredient. Other additives include preservatives, isotonizers, solubilizers, stabilizers, and pain-soothing agents. Injectable suspensions may also be prepared, in which case appropriate liquid carriers, suspending agents and the like may be employed.

Compounds of the invention may be administered intranasally using a suitable intranasal vehicle.

In another em bodiment, the compounds of this in vention m ay be administered directly to the lungs by inhalation.

C ompounds of the invention may also be administered topically or enhanced by using a suitable topical transdermal vehicle or a transdermal patch.

For ocular administration, the composition is preferably in the form of an ophthalmic composition. The ophthalmic compositions are preferably formulated as eye-drop formulations and filled in appropriate containers to facilitate administration to the eye. for example a dropper fitted with a suitable pipette. Preferably, the compositions are sterile and aqueous based, using purified water. In addition to the compound of the invention, an ophthalmic composition may contain one or more of: a) a surfactant such as a

polyoxyethylene fatty acid ester; b) a thickening agents such as cellulose, cellulose derivatives, carboxyvinyl polymers, polyvinyl polymers, and polyvinylpyrrolidones, typically at a concentration n the range of about 0.05 to about 5.0% (wt/vol); c) (as an alternative to or in addition to storing the composition in a container containing nitrogen and optionally including a free oxygen absorber such as Fe), an anti-oxidant such as bulylated

hydroxyanisol, ascorbic acid, sodium thiosulfate, or butylated hydroxytoluene at a concentration of about 0.00005 to about 0.1% (wt vol); d) ethanol at a concentration of about 0.01 to 0.5% (wt vol); and e) other excipients such as an isotonic agent, buffer, preservative, and/or pH-controlling agent. The pH of the ophthalmic composition is desirably within the range of 4 to 8.

While this invention has been particularly shown and described with references to example embodiments thereof, it will be understood by those skilled in the art that various changes in form and details may be made therein without departing from the scope of the invention encompassed by the appended claims.

EXEMPLIFICATION

Additional methods of synthesizing the compounds described herein and their synthetic precursors are within the means of chemists of ordinary skill in the ait. Synthetic chemistry transformations and protecting group methodologies (protection and deprotection) useful in synthesizing the applicable compounds are known in the art and include, for example, those described in Larock R, Comprehensive Organic Transformations, VCH Publishers (1989); Greene, TW et al., Protective Groups in Organic Synthesis, 3 ^rd Ed., John Wiley and Sons (1999); Fieser, L et al, Fieser and Fieser 's Reagents for Organic Synthesis, John Wiley and Sons (1994); and Paquette, L, ed., Encyclopedia of Reagents for Organic Synthesis, John Wiley and Sons (1995) and subsequent editions thereof.

Compound 1 :

Compound 1 was prepared according to the synthesis described in WO2010/129057 at pp. 69-70 (S15-13-190), incorporated herein by reference in its entirety.

³ H NMR (400 MHz, CDsOD) 5 7.34-7.24 (comp, 4 IT), 7.21-7.17 (m, 1 H), 4.69 (s, 2 H), 4.54 (s, 2 H), 4.1.1 (s, 1 H), 3.90-3.53 (m, 2 H), 3.47-3.39 (m, 2 H), 3.04 (s, 3 H), 2.96 (s, 3 H), 3.28-2.94 (comp, 3 H), 2.50-2.40 (m, 1 H), 2.29-2.22 (m, 1 H), 1.72 .61 (m, 1 H); MS (ESI) m/z 594.15 (M+H).

Compound 2:

Compound 2 was prepared according to tlie synthesis described in WO2010/129057 at pp. 248-249 (81-14-60).

¾ NMR (400 MHz, CDsOD) δ 7.24-7,11 (m, 5 H), 7.07 (d, J= 4.8 Hz, 1 H), 4.35 (s, 2 H), 4.04 (s, 1 H), 3.60-3.57 (m, 3 II), 3.16-2.80 (m, 1 1 II), 2.31-2.17 (m, 2 II), 2.06-1.96 (s, 4 H), 1.63-1.52 (m, 1 H); MS (ESI) BI/Z 606.2 (M+H).

Compound 3a was prepared according to the synthesis described in WO2014/036502 at p. 142 (SI 0-4-1), incorporated herein by reference in its entirety.

^! H NMR (400 MHz. CEteOD, liydrocMoride salt) 7,09 (s, 1 H), 3.90 (s, 1 H), 3.86- 3.80 (m, 1 H), 3.68 (s, 3 H), 3.37-3.30 (m, 1 H), 3.28-3.07 (m, 3 H), 3.00-2.91 (m, 1 H), 2.67- 2.54 (m, 2 H), 2,41 (t, J= 14,2 Hz, 1 H), 2,34-2.21 (m, 5 H), 1.66-1.57 (m, 1 H), 1.25 (t J = 7.3 Hz, 3 H); MS (ESI) m/z 514.28 (M+H).

Compound 4a Compound 4a was prepared according to the synthesis described in WO2014/0365Q2, at pp 142443 (S10-4-2).

(single diastereomer): ¾ NMR (400 MHz, CD3OD, hydrochloride salt) £7.10 (s, 1 H), 3.88 (s, 1 H), 3.85-3.80 (m, 1 H), 3.68 (s, 3 H), 3.46-3.31 (in, 3 H), 3.27-3.07 (m, 3 H), 3.01- 2,92 (m, 1 H), 2.86-2.83 (m, 1 H), 2.62-2.55 (m, 1 H), 2.39 (t, J= 14.2 Hz, 1 H), 2.34-2.22 (m, 5 H), 1.64-1.55 (m, 1 H), 1.36 (t, J = 7.3 Hz, 3 H), 1.25 (t, J = 7.3 Hz, 3 H); MS (ESI) m z 542.35 (M+H).

Compound 5

Compound 5 was prepared according to the synthesis described in WO2014/036502 at p. 140 (S9-5-4).

'H MR (400 MHz, CD3OD, hydrochloride salt) £8.22 (d, J= 1 1.0 Hz, 1 H), 4.33 (s, 2 H), 3.89 (s, 1 H), 3.82-3.76 (m, 2 H), 3.23-3.12 (m, 3 H), 3.02-2.94 (m, 1 H), 2.67-2.64 (m, 1 H), 2.32-2.14 (m, 4 H), 2.12-2.02 (m, 2 H), 1.63-1.54 (m, 1 H); MS (ESI) m/z 531.31 (M+H).

Compounds 1, 2, 3a, 4a and 5 are also referred to herein as Compounds Kl 1, K31, 4, K5 and K43.

Example 2: Anti-cance Activity of Compound 1-5

Compounds 1, 2, 3a, 4a and 5 and the Compounds of FIGs. ISA-I SM, 16A-16F and 17A-17D were assayed for tumor cell proliferation using AML cancer cell lines THP-1 and MV4-11. The inhibition of cytrochrome-oxidase 1 (COX-1) expression in MV4-11 cells was also measured for Compounds 1, 2, 3a, 4a and 5.

A. THP-1 Anti-proliferation Assay

The inhibition of eukar otic cell culture growth was established using THP-1 cells

(ATCC Cat. # ΉΒ-202), a human acute monocytic leukemia cell line. These are suspension ceils. This cell-based assay for eukaryotic culture growth inhibition was performed in 384- well. plate format to determine the in vitro cytotoxicity of the test compounds. Compounds were solubilized in water. Compounds were diluted 1 :2 in assay media and 1:2 serial dilutions were performed in 50:50 media:water mix. The high dose was 40 μ.Μ, 10% water final. 5 Ε of compound at 5x the final concentration was dispensed to the 384 assay plate. 20 μΐ, of THP-1 cells were added.

Compounds were plated in dose response format (10% water final concentration), followed by the addition of cells. Cells were grown and incubated with compounds in RPMI- 1640 medium/pen/strep/L-glutainine/10% FBS/2-mercaptoethanol for 72 hr at 37 °C with 5% CO2. At the end of the mcubation time, cells were assayed for viability using Cell Titer GLO (Promega). Compounds that were considered cytotoxic resulted in a decreased luminescent signal.

B, MV4-11 Anti-proliferation Assay

MV4-11 cell line (MV-4-11 , CRL-9591™) was obtained from American Type Culture Collection (ATCC). Cells were grown in a T-75 flask in RPMI Medium (GiBCO, Catalog No. 11875-093) containing 10% fetal bovine serum (ATCC, Catalog No. 30-2020) and penicillin-streptomycin (ATCC, Catalog No. 30-2300) at 37 °C in a humidified, 5% CO2 incubator.

50 &L of cells (10,000 cells/well) were plated in a 96-well plate and

incubated overnight at 37 °C in a humidified, 5% CO2 incubator. The next day, 50

Ε of medium containing 3-fold serially diluted compounds in duplicate was added to the wells such that the starting concentration of the compound in tlie first pair of the wells was 10 μΜ. After 72 hour incubation with the compound, cell viability

was measured in a luminometer after the addition of 100 μΤΛνβΙΙ CellTiterGlo

reagent (Promega) as recommended by the manufacturer. The ICso values for the

compounds were calculated using SoftMax software.

C. Anti-proliferative Activity

As the data in Table 1A shows, compounds 1, 2. 3 a, 4a and 5 demonstrate potent anti-proliferative activity with ICso values of 0.10 to 1.05 μΜ against two

AML cancer cell lines, THP-1 and MV4-11.

Table 1A

Further results of the testing of certain compounds described herein in the THP-1 and MV4-1 i cell lines are reported in FIGs. 15A-I5M, 16A-16F and 17A-

17D.

D-l, Anti-proliferative Activity of Compounds in Additional Cell Lines

Compounds 1, 2, 3a, 4a and 5 as well as certain Compound included in FiGs. 15A-15M, 16A-16F and 17A-17D were tested in the following cell lines: MOLT4 and K562. Compounds 1, 2, 3a, 4a and 5 were also tested in the cell line HL60.

Cell Lines and Culture:

The MOLT4 cell line (C L-1582™) aand K562 cell line (CCL-243™) were obtained from American Type Culture Collection (ATCC). They were grown in a T-75 flask in RPMI Medium (GIBCO, Catalog No. 11875-093) containing 10% fetal bovine senmi (ATCC, Catalog No. 30-2020) and penicillin-streptomycin (ATCC, Catalog No. 30-2300) at 37°C in a humidified, 5% CO2 incubator. The HL60 cell line (CCL-240 ^1M ) was obtained from American Type Culture Collection (ATCC). They were grown in a T-75 flask in DMEM Medium (GIBCO, Catalog No. 11965-092) containing 20% fetal bovine seram (ATCC, Catalog No. 30-2020) and penicillin-streptomycin (ATCC, Catalog No. 30-2300) at 37°C in a humidified, 5% CO2 incubator.

Proliferation Assay:

50 p.L of cells (8,500 cells/well) were plated in a 96-well plate and incubated overnight at 37 ^fl C in a humidified, 5% CO2 incubator. The next day, 50 pL of medium containing 3 -fold serially diluted compounds in duplicate was added to the wells such that the starting concentration of the compound in the first pair of the

wells was 10 μΜ. After 72 hour incubation with, the compound, cell viability was measured in a l minometer after the addition of 100 Ε ¾11 CellTiterGlo reagent

(Promega) as recommended by the manufacturer. The ICso values for Hie

compounds were calculated using SoftMax software.

TABLE IB

Results of the testing of additional compounds described herein in the MOLT4 and

K562 cell lines are reported in Tables ISA- ISM, 16A-16F and 17A-17D.

D-2. Anti-proliferative Activity of Compounds in KG-1, KU812 and MEG-

01 Cell Lines

Compounds were tested in the following cell lines: KG-1 acute

myelogenous leukernis ATCC CCL-246, KU812 Human chronic myelogenous

leukemia (CML) ATCC CRL-2099, and MEG-01 Human chronic myelogenous

leukernis (CML) ATCC CRL-2021 according to the following conditions and

procedures:

Growth medium: RPMI Medium 1640 Gibco #11875-093

Supplements: Fetal Bovine Serum (FBS) Gibco #10437-028

Complete cell culture medium was prepared by adding 50 mL FBS (final concentration 10%) to each 500 mL bottle of RPMI Medium 1640 (RPMI). Medium was allowed to equilibrate to 37C in a water bath before use.

One millimeter volumes of 2X the initial concentration (20 μΜ or 100 μΜ) in complete cell culture medium were prepared for each compound to be tested. 50 μΐ was added, in triplicate, to lane 2 wells of a 96-well plate and to lane 3 wells containing 50 μΐ complete cell culture medium as diluent. Two-fold serial dilutions of compounds were continued in lanes 4- 10 with 50 μΐ final volumes. 50 μΐ medium without compound was added to lane 11, and 100 μΐ medium was added to lanes 1, 12 and rows A,H in order to prevent or minimize a thermal gradient from forming in the experimental wells.

Cells grown to 1-4 x 10 ⁵ /mL were eentrifuged, re-suspended in fresh medium at 2 x

10 ⁵ /mL and 50 μ! (10,000 cells) was added to each well containing compound (lanes 2-10) and to 6 wells (lane 11) containing medium only. Addition of cells resulted in dilution of compound to the intended 1 X concentrations.

Plates were incubated at 37C in 5% CO2 for 72 hours.

After 72 hours incubation, plates were allowed to equilibrate to room temperature for

30 mmutes and assayed for cell proliferation using the Promega CellTiter-Glo Kit (Promega #G7572) which indirectly measures ATP. 100 μΐ of CellTiter-Glo substrate reconstituted with CellTiter-Glo buffer was added to each well containing ceils as well as 6 wells containing medium only. Plates were incubated at room temperature, protected from light, for 10 minutes to allow luminescence signal to stabilize. Luminescence was read and recorded in a LUMlstar OPTIMA luminescence microplate reader using MARS Data Analysis Software (BMG LABTECH).

The luminescence values for compound-containing wells (in triplicate) were plotted as the mean % no-compound control vs concentration using Prism GraphPad. ICsos, the concentration at which a compound reduced growth (as measured by ATP) by 50%, were obtained from the graphs.

% no-compound control^ Fluorescence value (cells plus compound) X 100

Fluorescence values (cells, no compound), averaged

TP-Compound in the table above, refers to compounds described herein that were being tested.

The results of testing in the KG-1, KU812 and MEG-01 cell lines are reported in Tables 15M, 16A- 16F and 17A-1 D. E, Antiproliferative Activity Against 15 AML ex-vivo bone marrow sample

Antiproliferative activity of Compound 3a and cytarabine was measured

against 15 AML ex-vivo bone marrow samples (including two eytarabine-resistant samples). The assay used was Vivia's Native Environment cell depletion assay. An outline of ths study is below:

-Fi ve different concentrations of each drug was used as a monotherapy

-The incubation time point for measurement was 48 hours post drug

exposure The results are shown graphically in FIG. 6. Compound 3 a provided potent ex vivo activity against the tumor cells from frozen bone marrow of the AML patients. The acitivty of Compound C3a was better that cytarabine with stronger potency and

higher efficacy. According to the acitivty profile observed, Compound 3a had a

mean EC50 value of 170 nM.

F. MV4- 11 Xenografts

The in vivo anti-tumor efficacy of Compounds 3 a, 4a and 5 in the

subcutaneous MV4-11 leukemia model in CB17 SCID mice was tested.

Cell Culture:

The MV4-11 cells (ATCC-CRL-9591) were maintained in vitro as a suspension culture at a density of 0.2-1.5 x 106 cells/ml in RPMI1640 medium supplemented with 10% heat inactivated fetal bovine seram, 100 U/ml penicillin and 100 .g/ml streptomycin at 37 ^Q C in an atmosphere of 5% C02 in air. The tumor cells were routinely subeultured twice weekly. The cells growing in an exponential growth phase were harvested and counted for tumor inoculation.

Animals:

CB17 SCID, female, 6-8 weeks, weighing approximately 18-22g. T¾mor Inoculation:

Each mouse was inoculated subcutaneously at the right flank with MV4-11 tumor cells (10 x 10 ^s ) in 0.2 ml of PBS (with Matrigel 1:1) for tumor development. The animals were randomized and treatment was started when the average tumor volume reached approximately 150-200 mm ³ for the efficacy study. The test article administration and the animal numbers in each group are shown below.

TABLE i C: Groups aisd Treatments

Note:

a. : number of arsirrais per group;

b. QD: once per day;

c. BiD: twice per day. BiD dosing is 8 hours apart.

The major endpoint monitored was tumor growth delay or cure. Tumor sizes were measured twice weekly in two dimensions using a caliper, and the volume expressed in mm ³ using the formula: V = 0.5 a x b ² where a and b are the long and short diameters of the tumor, respectively. The tumor sizes were then used for the calculations of both T-C and T/C values, T-C is calculated with T as the median time (in days) required for the treatment group tumors to reach a predetermined size (e.g., 1,000 mm ³ ), and C is the median time (in days) for the control group tumors to reach the same size. The T/C value (in percent) is an indication of antitumor effectiveness, T and C are the mean volume of the treated and control groups, respectively, on a given day,

TGI was calculated for each group using the formula: TGI (%) = [l-(Ti-TO)/ (Vi-V0)] xlOO; Ti is the average tumor volume of a treatment group on a given day, TO is the average tumor volume of the treatment group on the first day of treatment, Vi is the average tumor volume of the vehicle control group on the same day with Ti, and VO is the average tumor vol ume of the vehicle group on the first day of treatment.

The results of Tumor Volume versus Time and Body Weight versus Days after Start of Treatment are shown in FIGs. 7A-7F. As can be see in FIG. 7, all animals treated with Compound 3a achieved >70% tumor shrinkage. Cvtarabsne (standard of care) and tigecycline dosed at maximum tolerated does (MTD) only demonstrated modest effect-no tumor response in either group.

G. Effect of Compound 3a oss Rat Heart Mitochondrial Protein Synthesis

The effect of Compound 3a on mitochondrial protein synthesis was determined using an intact isolated rat heart mitochondrial protein synthesis assay previously described [See, 1, 2 below]. Intact, highly coupled mitochondria isolated from normal rat hearts were incubated in an incubation medium containing [S ³⁵ ]-methionine. The compounds were diluted to generate a final dose-response curve from 0.15 to 40 μΜ. The rate of incorporation of [S ^3s ]- methionine into protein was measured at 20. 40, and 60 minutes of incubation for each sample using a filter paper disc assay and expressed as pmol methionine incorporated per mg mitochondrial protein as described [1, 2, 3 below]. The time course data for control and all drag concentrations were nearly linear. The slope of each time-course data plot is calculated as the least squares best fit l ne through zero and the three time points for each sample. The rate of protein synthesis varies modestly with each mitochondrial preparation (mean and SEM = 20.3 +/- 2.4 pm / mg protein). To normalize for this variability, the rates were expressed as a percent of the rate of the control line for each preparation of mitochondria. Each experiment was repeated three times.

Dose-response curves were obtained by expressing the percent of control obtained for each concentration of Compound 3 a against the concentration of Compound 3 a. The dose- response curves for all three experiments were plotted together and fit using the equation y = ab/(b+x) (Sigma Plot 10.0) and the half-maximal inhibitor concentration (ICso) is reported for each drug.

Summary of Resssits:

FIG. 8 shows the dose-response results for Compound 3 a. The dose-response curve ICso was 0.7 μΜ. As such the data represents both the ability of Compound 3a to cross the mitochondrial membranes and to inhibit mitochondrial translation. 1. McKee, E.E., Ferguson. M., Beniiye, At.T. and Marks, T.A. (2006) Inhibition of mammalian mitochondrial protein synthesis by oxazoiidinones. Antimicrob Agents Cehmother 50, 2042-2049.

2. McKee, E.E., Grier, B.L., Thompson, G.S. and McCourt, J.D. (1990) Isolaton and incubation conditions to study heart mitochondrial protein synthesis. Am J Physiol 258, E492-502.

3. Flanagan, S., McKee, E.e., Das, D., Tulkens, P.M., Hosako, H. _s Fiedler-Kelly, J., Passarell, J., Rodovsky, A., and Prokocimer, P. Nonclinical and pharmacokinetic assessments to evaluate the potential of tedizo and linezolid to affect mitochondrial fimction (2014) Antimicrobial Agents and Chemo 59: 178-185, doi 30.1128/ AAC03684, PMID 25331703.

I-L COX1 and COX4 Protein Levels in MV4-11 Cells

Materials:

1) MV4-11 cell line: MV411 cell line (MV-4-11 , CRL-9591™) was obtained from American Type Culture Collection (ATCC).

2) Antibodies: The following antibodies were purchased as shown below in Table 2, and dilutions were used in the western blot analyses as

recommended by the manufacturer.

Table 2

Methods:

1) Cell Lines and culture conditions: MV4-11 cells were grown in a T-75 flask in RPMI Medium (GIBCG, Catalog No. 11875-093) containing 10% fetal bovine sennn (ATCC, Catalog No. 30-2020) and pemcillin-streptomycm (ATCC, Catalog No. 30-2300) at 37 °C in a humidified, 5% CO2 incubator.

2) Compound treatment: Two mL of cells (500,000 cells) were plated in each well of a 6-well plate and incubated at 37 °C in a humidified, 5% CO2 incubator. The next day, 2.5 ΐ,, 6.25 μϋ, 12.5 μΐ,, 25 μΐ. and 50 μΐ, of 400 μΜ compound was added to each well These additions resulted in 0.5 μΜ, 1.25 μΜ, 2.5 μΜ, 5 μΜ, and 10 μΜ final concentrations of the compounds. One well did not receive any compound, which, serves as untreated control. After 18 hours of incubation with the compounds, cells were collected by centrifugation at 2000 g for one minute and washed with one mL of PBS. The cell pellet was lysed in 50 μΐ, of lysis buffer, and stored at -20 °C until further use. 3) Protein Estimation: Cell lysates were spun at 12,000 rpm for one minute. and 3 Τ of the supernatant was used to check the protein concentration using the Coomassie blue reagent following the recommended protocol. For electrophoresis, equal amount of protein extract was used for each compound. The amount of protein extract loaded varied from 7.5 to 15 § per sample for different compounds.

4) Western Blotting:

Sample Preparation

x uL of cell lysate (adjusted volumes for equal protein concentrations)

0.1 L DTT (1M)

15-x uL of lysis buffer

5 L of 4X Laemmle's sample buffer

The samples were heated at 95 °C for 5 minutes. Gel Electrophoresis: a) NuPAGE 4-12% Bis-Tiis Gel (Novex, Catalog no. NP0322BOX) was assembled in a XCell 11 Blot module (invitrogen, Catalog no, EI9051 ) and running buffer was added.

b) 20 μL of samples and 5 uL of pre-stained molecular weight markers were separately loaded in the wells.

c) Gels were run at 150V for about 1.5 hours until! the blue dye reached the bottom.

Protein Transfer from the gel to the nitro cellulose membrane:

a) After the run, the gel was removed and protein transfer was performed using iBlot (Invitrogen, Catalog No. ΪΒ301002) as per manufacturer's recommendations.

Primary Antibody incubation:

a) The nitrocellulose membrane was removed, and placed in 20 mL of blocking solution (5% TBST containing 5% milk) at room temperature for 1 nr.

b) The blot was washed 3 times for 5 mm with TBST.

c) The blot was incubated overnight in 15 mL of TBST containing 0,5% BSA, 0.02% sodium azide and 15 Τ of the anti-COXl or 37.5 μΤ anti- COX4 antibody at room temperature.

d) The blot was washed 3 times for 5 min each with TBST,

Secondary Antibody incubation:

a) The blot was incubated in 15 mL of TBST containing 0.5% BSA and l.f uL of the HRP-conjugated secondary anti-rabbit antibody (for CO 1 blots) or anti-mouse antibody (for COX4 blots) solution for 1 h at room b) The blot was washed for 3 times for 5 min each with TBST, Imaging

a) The blots were placed on plastic wrap.

b) A working solution of the substrate was prepared by mixing Substrate A and Substrate B in a 40:1 ratio ( Thermo Scientific, Catalog No. 32132) and one mL/blot was added such that Hie blot is evenly covered with the substrate solution. It was incubated at room temperature for 4 minutes, c) The blot was covered with another layer of plastic wrap, placed in a cassette and exposed to an X-ray film in a safe lit dark-room. d) After one minute, the film was removed from the cassette, and

developed.

Probing for beta-actin:

a) To monitor beta-actin levels, the blots were washed three times for 5 minutes each in TBST, and incubated in 15 mL of TBST containing

0.5% BSA and 3 L of the HBP-conjugated beta-actin antibody for one hour at room temperature,

b) The blot was washed three times for 5 minutes each with 15 mL of TBST, and imaged as described above.

Reagents and Buffers:

*> IX Cell lysis/Protein Extraction Reagent (Cell Signal Technology, Catno: 9803)

* 20 mM Tris-HCl (pH 7.5)

* SO mM NaCl

* 1 mM Na?,EDTA

* 1 mM EGTA

® 1% Triton

* 2.5 mM sodium pyrophosphate

· 1 mM b-glycerophosphate

* 1 mM Na3V€>4

* 1 pg/mL leupeptin

* Protease inhibitors (Roche, Catalog no. 118735S0001)

* Protein Estimation: Coomassie protein assay reagent (ThermoScientific, Cat No. 1856209)

* Sample Loading Buffer for Electrophoresis

* 4X Laemmli Sample buffer ( ovex, Catalog No. NP0007) * Electrophoresis Running Buffer

• NnPAGE MOPS/SDS running buffer (Novex, Catalog no. NPOOQl)

• Wash Buffer for Western blots

® Tris-buffered saline wife Tween 20 (TBST buffer)

* 20 n M Tris-HCl (pH 7,5)

» 150 mM NaCl

• 0.1% Tween 20

* Blocking buffer for Western blots

* 5% Non-fat dry milk in TBST

· Signal detection kit: Pierce ECL Plus Substrate (Therrnoscientific,

Catalog no. 32132)

s Electrophoresis gel: NuPAGE 4-12% Bis-Tris Gel (Novex, Catalog no.

NP0322BQX)

5) Effects on COX1 and COX4 Protein Levels in MV4-11 Cells

As shown in the western blots in FIGS. 1-5, all five compounds reduced the expression of mitochondrially translated COX1. protein with increasing compound concentrations, while COX4 and actio levels remained relatively unchanged.

Gene Expression Changes in MV4-11 When Treated with Compound 3 a,

Tigecycline and C tarabine

MV411 cells were plated at about lxlOVml in 24 well plates, grown overnight at 37 °C/5% CC¾ in RPMI 1640/10% FBS. Wells were harvested for RNA preparation using Qiagen RNeasy kit. Samples prepped in triplicate, cDNA made using about lOOng total input RNA. qPCR assays run on Applicaed

Biosystems Step One Plus instrument using commercially available primer/probe designs. The results for MV411 MT-COXl (Cytochrome oxidase subunit 1, expressed in mitocrjrondria) expression are shown in FIG. 9. The results for MV411 COX-IV expression (Cytochrome oxidase subunit 4, expressed in nucleus) are shown in FIG. 10. The results for MV41 1 PIG3 expression (TPsab-a p53 responsive protem, expression induced in response to p53 activation, role associated with response to oxidative stress) are shown in FIG. 11. The results for MV411 BAX expression (pro-apoptotic protein expression induce by p53 activation, forms a heterodimer with BCL2 to induce apoptosis) are shown in FiG. 12. The results of CD N2A exptesson (also known as pi 4^ or A F -nuclear gens, translation regulated by cMyc, functions to stabilize/activaie p53 by binding and sequestering Mdm2) are shown in FIG. 13.

Example 3: Synthesis of Example Compounds

The following abbreviations are used in the paragraphs below:

Ac acetyl

aq aqueous

9-BBN 9-borabicyclo[3.3.1jnonane

BHT /-butyl hydroxyl toluene

Bn benzyl

Boc /er/~butoxycarbonyl

Bu butyl

db dibenz lideneacetone

DCE 1,2-dic oroethane

DCM dichioromethane

DEM diethoxymethane

DIBAL-H diisobiitylaluminum hydride

DIEA diisopropylethylamine

DMAP 4-(dimethylamin.o)pyridine

DME dimethoxyethane

DMF NN-dimethylformamide

DMPU 1 ,3-dimethyl-3 ,4,5,6-tetrahydro-2( 1 H)-pyrimidone

DMSO dimethylsulibxide

DPPB 1 ,4-bis(diphenylphosphmebiitane)

ESI ESI ionization

Et ethyl.

eq equivalent

h hour

HPLC higli performance liquid chromatography

i iso

IBX 2-iodoxybenzoic acid

LDA lithium diisopropylamide

LHMDS lithium bis(trimethylsilyl)amide

M-D Michael-Dieckmaim annulation

MHz mega hertz

Ms methylsulfonyl

MS mass spectrometry

MTBE methyl i-butyl ether

m/z mass/charge ratio

MW molecular weight

NCS N-chlorosuccinimide

NDMBA 1,3-dimethylbarbituric acid

NMO N-methylmorphoiine N-oxide NMR nuclear magnetic resonance spectrometry

Ph phenyl

Pr propyl

s secondary

t tertiary

TBA.F tetrabut lainmoniurn fluoride

TEA triethylamhie

Tf trifluoromethanesulfonyl

TFA tr ifluoroacetic acid

TFAA triflixoroacetic anhydride

^' THF tetrahydrofuran

TLC thin layer chromatography

TMEDA Ν,Ν,Ν'Ν '-tetramethy lethylenediamine

^' IMP 2,2,6,6-tetramethylpiperidine

STAB sodium triacetoxyborohydride

Compounds referred herein as "K-number" (e.g., Kl, K2, K43, K44, etc.), have been prepared according to the procedures described in Tables 3A and 3B, below:

Table 3A

the entire content of which is hereby incorporated by reference. Compouond made in accordance with procedures described in US Patent No. 9,315,451B2 the entire content of which is hereby incorporated by reference.

Compound made in accordance with procedures described in US Patent No. 9,624, 166B2 the entire content of whic is hereby incorporated by reference. Compound made in accordance with procedures described in US Patent No. 8.906.887B2 the entire content of which is hereby incorporated by reference.

Table 3B

S nthetic Method

Com ound

4 R ⁸

See Footnote 6

H ₃ Cs _N Hj

SO 6 CI

See Footnote 6

H ₃ C. H,

17 C!

N

H

See Footnote 6

H3C,. ,»CH3

K1S CI

H

See Footnote 6

H¾C"" ^" \ Jl _* $

$€1S N CI

See Footnote 5 20 HN' ^CH3 CI

Ph

CH, See Footnote 5 21 CI

See Footnote 7

H ₃ C. CH ₃

K22 CF ₃

"A

See Footnote 6

K23 CF ₃

H

See Footnote 6

H ₃ C. CH ₃

KM CF ₃

^V CH ₃ Compound made in accordance with procedures described in US Patent No. 9,573, 895B2 the entire content of which is hereby incorporated by reference.

^Compouond made in accordance with procedures described in US Patent No. 9,315,451 the entire content of which is hereby incorporated by reference.

7

Compound made in accordance with procedures described in US Patent No. 9,624,166 the entire content of which is hereby incorporated by reference.

Compound made in accordance with procedures described in US Patent No. 8,906,887 the entire content of which is hereby incorporated by reference.

Further example compounds disclosed herein have been prepared according to Schemes 1 through 21, described below.

The following compounds were prepared per Scheme 1.

General Procedure A (de-ally lation): To a mixture of compound Sl-ί (498 mg, 0.56 mmol, 1 eq, prepared according to literature procedures including WO 2014036502), 1,3- dimethylbarbituric acid (439 mg, 2,81 mmol, 5 eq) and Pd(PPli3)4 (32 mg, 0.028 mmol, 0.05 eq) was added DCM (5 mL) under nitiOgen. The resulting reaction solution was stirred at rt for 5 h. The reaction mixture was quenched with aqueous saturated sodium bicarbonate (bubbling). The resulting reaction mixture was stirred at rt for 10 min, and extracted with dichloromethane (3*10 mL). The combined organic extracts were dried over anhydrous sodium sulfate, filtered and concentrated under reduced pressure. The residue was purified by flash chromatography on silica gel using 10%→ 100% EtOAc/hexanes to yield the desired product Sl~2 (82 mg, 17%, MS (ESI) m/z 846.47 (M+H)) and Sl-3 (307 mg, 68%).

Si~3: ¾ NMR (400 MHz, CDCb) «516.54 (s, 1 II), 7.42-7.41 (m, 2 H), 7.37-7.34 (m, 2 H), 7.27-7.15 (m, 7 H), 5.29, 5.25 (ABq, J= 12.2 Hz, 2 H), 5.16, 5.07 (ABq, J= 12.2 Hz, 2 H), 3.82 (br s, 1 II), 3.61 (i, J= 8.5 Hz, 1 II), 3.48 (s, 3 H), 3.32-3.28 (m, 1 H), 2.95 (dd, J- 4.3, 15.3 Hz, 1 H), 2.69-2.59 (in, 1 H), 2.52-2.43 (m, 2 H), 2.18-1.98 (m, 5 H), 1.88-1.73 (m, 2 H), 1.56-1.38 (m, 2 H), 0.90 (t, J= 7.3 Hz, 3 H), 0.63 (s, 9 H), 0.11 (s, 3 H), 0.00 (s, 3 H); MS (ESI) m/z 806.51 (M+H).

General rocedure B-I (reductive alkylation): To a solution of amine Si-3 (40 mg, 0.05 mmol, 1.0 eq) in DCM (1 mL) was added HO Ac (5.7 uJL, 0.1 mmol, 2 eq) and STAB (16 mg, 0.08 mmol, 1.5 eq) at 0 °C. Then propionaldehyde (3.6 pL, 0.05 mmol, 1.0 eq) was added. The resulting reaction mixture was stirred at 0 °C for 2 h. Saturated NaHCOs was added. The resulting mixture was extracted with. DCM (1 mL). The organic phase was dried over NaaSCXi, filtered and concentrated under reduced pressure. The resulting crude product Sl-4-1 was used directly for the next reaction: MS (ESI) m/z 848.48 (M+H).

General Prwedmre C (HF desilylation): Aqueous HF (48-50%, 0,1 mL) was added to a solution of compound Sl-4-1 (0.05 mniol, 1 eq) in CH3CN (1 niL) in a polypropylene reaction vessel at rt. The mixture was stirred vigorously at rt overnight and poured slowly into saturated aqueous NaHCCb (3 mL) (vigorously bubbling). The resulting mixture was extracted with EtOAc (10 mL). The organic phase was washed with brine, dried over anliydroiis sodium sulfate and concentrated under reduced pressure. The residue was used directly in the next step without further purification (MS (ESI) m/z 734.40 (M+I-I)). General Procedure B-l (global deprotection): To a solution of the above intermediate in TFA (1 mL) was added dimethylsulfide (0.1 mL). The resulting reaction solution was stirred at rt overnight. The reaction was evaporated and the residue was dissolved in 0.05 N HC1 in water. The resulting solution was purified by preparative reverse phase HPLC on a Waters Autopurificalion system using a Phenomenex Polymers 10 μ RP-γ 100A column [10 μπι, 1.50 21.20 mm; flow rate, 20 mL/min; Solvent A: 0.05 N HCl water; Solvent B: CH3CN; injection volume: 2.0 mL (0.05 N HCl water); gradient: 10→25% B in A over 20 min; mass- directed fraction collection]. Fractions containing the desired product were collected and freeze-dried to yield compound Si-5~l (1.4.3 mg, 46% over 3 steps): ¾ NMR (400 MHz, CD3OD, dihydrocMoride salt) £7.14 (s, 1 H), 4.87-4.84 (m, 1 H), 3.90 (s, 1 H), 3.87-3.81 (m, 1 H), 3.68 (s, 3 H), 3.37-3.29 (m, 2 H), 3.28-3.07 (m, 4 IT), 3.01-2.88 (m, 2 H), 2.62-2.55 (m, 1 H), 2.43-2.24 (m, 5 H), 1.83-1.73 (m, 2 H), 1.64-1.54 (m, 1 H), 1.26 ( J= 7.3 Hz, 3 H), 1.03 (t, J= 7.3 Hz, 3 H); MS (ESI) m/z 556.30 (M+H).

The following compounds were prepared by using general procedures B-l, C, and D~

1.

Compound Sl-5-2 was prepared from compound Sl-3 and acetone: ¾ NMR (400 MHz, CD3OD, dihydrochloride salt) 57.15 (s, 1 H), 4.90-4.85 (in, 1 H), 3.99 (s, 1 H), 3.88- 3.82 (m, 2 H), 3.68 (s, 3 H), 3.38-3.33 (m, 1 H), 3.25 (dd, J= 16.0, 4.6 Hz, 1 H), 3.20-3.08 (m, 2 H), 3.02-2.94 (m, 1 H), 2.87 (d, J = 12.4 Hz, 1 H), 2.62-2.55 (m, 1 H), 2.42-2.37 (m, 5 H), 1.65-1.56 (m, 1 H), 1.44 (d, J = 6.4 Hz, 3 H), 1.40 (d, J = 6.4 Hz, 3 H), 1.26 (t, J= 7.3 Hz, 3 H); MS (ESI) m z 556,31 (M+H)

S1 -5-3

Compound Sl-S-3 was prepared from compound Sl-3 and BoeNHCHaCHO: 'H NMR

(400 MHz, CDsOD, irihydrochloride salt) δ 7.11 (s, 1 H), 4.09 (s, 1 H), 3,78-3.87 (m, 3 H), 3.68 (s, 3 H), 3.60-3.65 (m, 1 H), 3.39-3.43 (m, 2 H), 2.93-3.24 (m, 5 H), 2.55-2.62 (m, 1 H), 2.23-2.40 (m, 6 H), 1.52-1.62 (m, 1 H), .25 (t, J= 7.2 Hz, 3 H); MS (ESI) m z 557.3 (M+H).

Compound Si-5-4 was prepared from compound Sl-3 and TBSOCH2CHO: ¾ NMR (400 MHz, CD3OD, dihydrochloride salt) δ 7.12 (s, 1 H), 4.01 (s, 1 H), 3.80-3.91 (m, 4 H), 3.67 (s, 3 H), 3.39-3.50 (no, 2 H), 3.05-3.24 (m, 4 H), 2.88-3.00 (m, 2 H), 2.55-2.61 (m, 1 H), 2.20-2.40 (m, 5 H), 1.55-1.62 (m, 1 H), .25 (t, J= 8.0 Hz, 3 H); MS (ESI) m/z 558.3 (M+H).

Compound Sl-S-5 was prepared from compound Sl-3 and FCH2CHO (prepared from the corresponding alcohol according to the literature procedure in WO 2011146089 Al): *H NMR (400 MHz, CD3OD, dihydrochloride salt) δ 7.13 (s, 1 H), 4.03 (s, 1 H), 3.69-3.88 (m, 4 H), 3.66 (s, 3 H). 3.25-3.38 (m, 3 H), 3.05-3.23 (m, 2 H), 2.89-3.00 (m, 2 H), 2.55-2.61 (m, 1 II), 2.21-2.42 (m, 6 H), 1.56-1.66 (m, 1 H), 1.23 (t, J = 7.2 Hz, 3 H); MS (ESI) IM Z 560.3 (M+H).

Compound Sl-5-6 was prepared from compound Sl-3 and CH3OCH2CHO (prepared from the corresponding alcohol according to the literature procedure in WO 2011146089 Al ): 'H R (400 MHz, CDsOD, dih drocMoride salt) δ 7.03 (s, 1 H), 3.88 (s, 1 H), 3.69-3.75 (m, 1 H), 3.61-3.64 (m, 2 H), 3.67 (s, 3 H), 3.38-3.42 (m, 2 H), 3.30 (s, 3 H), 3.18-3.25 (m, 3 H), 2.95-3.15 (m, 2 H), 2.75-2.90 (m, 2 H), 2.45-2.51 (m, 1 H), 2.09-2.31 (m, 5 H), 1.44-1.54 (m, 1 H), 1.12 (t, J= 7.2 Hz, 3 H); MS (ESI) rn r 572.3 (M+H).

Compound 81-5-7 was prepared from compound 81-3 and BocN(CH3)CH2CHO: ¾ NMR (400 MHz, CD3OD, irihydrocliloride salt) δ 7.11 (s, 1 H), 4.09 (s, 1 H), 3.79-3.89 (m, 2 H), 3.67 (s, 3 H), 3.55-3.60 (m, 2 H), 3.30 (s, 3 H), 2.95-3.18 (m, 4 H), 2.79 (s, 3 H), 2.55-2.61 (m, 1 H), 2.21-2.31 (m, 6 H), 1.56-1.63 (m, 1 H), 1.25 (t, /= 7.2 Hz, 3 H); MS (ESI) IH Z 571.3 (M+H).

Compound S 1-5-8 was prepared from compound Si-3 and PhCHG: ¾ NMR (400 MHz, CD3OD, dihydrocMoride salt) δ 7.55-7.62 (m, 2 H), 7.45-7.51 (m, 3 H), 7.09 (s, 1 H), 4.47-4.52 (m, 2 H), 3.80-3.75 (m, 2 H), 3.67 (s, 3 H), 3.09-3.23 (m, 4 H), 2.83-2.93 (m, 2 H), 2.55-2.61 (m, 1 H), 2.21-2,40 (m _s 5 H), 2.00-2.08 (m, 1 H),1.51-1.63 (m, 1 H), 1.25 (t, J= 7.2 Hz, 3 H); MS (ESI) m z 604.3 (M+H). Compound Si-5-9 was prepared from compound Sl-2 (44 mg, 0.052 mmol, 1 eq) and

HCHO by using general procedure B-l and C, followed by the following general procedure D- 2.

General procedure D-2: Pd-C (10wt%, 5 mg) was added in one portion into a solution of the above crude product in a mixture of CH3OH (1 mL) and HCl/water (1 N, 130 μΕ, 0.13 mmol, 2.5 eq) at rt. The reaction vessel was sealed and purged with hydrogen by briefly evacuating the flask followed by flushing with hydrogen gas (1 aim). The reaction mixture was stirred under a hydrogen atmosphere (1 arm) at rt for 1 h 30 min. More Pd-C (10wt%, 5 mg) was added and the resulting reaction mixture was stirred under a hydrogen atmosphere (I aim) at rt for 1 h. Be reaction was filtered through a small Celite pad. The cake was washed with CHaOH. The filtrate was concentrated. The residue was purified by preparative reverse phase HPLC on a Waters Autopurification system using a Phenomenex Polymerx 10 μ RP-γ 100A column [10 μτη, 150 x 21.20 mm; flow rate, 20 mL/min; Solvent A: 0,05 NHCVwater; Solvent B: CH3CN; injection volume: 3.0 mL (0,05 N HCl/water); gradient: 5→25% B in A over 15 min; mass-directed fraction collection] . Fractions containing the desired product were collected and freeze-dried to yield compound Sl-5-9 (12.3 mg): ^l H NMR (400 MHz, CD3OD, dihydrochioride salt) δ 7.15 (s, 1 H), 4.96-4.89 (m, 1 H), 3.84-3.81 (m, 2 H), 3.68 (s, 3 H). 3.36-3.33 (m, 1 H), 3.27-2.99 (m, 5 H), 2.93 (s, 3 H), 2.88-2.83 (m ₅ 1 H), 2.62-2.55 (m, 1 H), 2.42-2.24 (m, 4 H), 1.63-1.54 (m, 1 H), 1.26 (t, J= 7.3 Hz, 3 H); MS (ESI) m/z 528.23 (M+H).

General prwedssre B-2 (acylation/sulfonylation): To a solution of compound Sl-3 (43 mg, 0.053 mmol, 1 eq) and TEA (30 Τ, 0.21 mmol, 4 eq) in DCM (3 mL) was added acetic anhydride (1.6 p.L, 0.1 mmol, 3 eq) at 0 °C. The resulting reaction mixture was stirred at 0 °C and allowed to warm up to rt overnight. The reaction was diluted with DCM, washed with saturated sodium bicarbonate and brine. The resulting organic phase was dried over anhydrous sodium sulfate, filtered, and concentrated. The crude product was subjected to the general procedure C for HF desilylation at 50 ° and general procedure D~l to give Sl-5-10 (11.2 mg, 36% over 3 steps): ^! H NMR (400 MHz, Cl¾OD, hydrochloride salt) δ 7.04 (s, 1 H), 3.79-3.85 (m, 2 H), 3.69 (s, 3 H), 3.05-3.21 (m, 4 H), 2.90-3.00 (m, 1 H), 2.53-2.70 (m, 2 H), 2.21-2.45 (m, 6 H), 2.05 (s, 3 H),1.51-1.60 (m, 1 H), 1.25 (t, J= 7.2 Hz, 3 H); MS (ESI) JM Z 556.3 (M+H).

Compound §1-5-11 was prepared from compound Sl-3 and Ms?.0 following the same procedure as for compound Sl-S-lO: ^! H NM (400 MHz, CD3OD, hydrochloride salt) δ 7.01 (s, 1 H), 4.15 (m, 1 H), 3.75-3.83 (m, 2 H), 3.69 (s, 3 H), 3.16-3.40 (m, 4 H), 2.92-3.1 1 (m, 3 H), 2.41-2.61 (m, 3 H), 2.22-2.38 (m, 5 H), 1.75-1.83 (m, 1 H), 1.25 (t, J= 7.2 Hz, 3 H); MS

(ESI) m/z 592.3 (M+H).

To a mixture of amine Sl-3 (48 mg, 0.06 mmol, 1.0 eq), HOBt (12 rag, 0.09 mmol, 1.5 eq) and EDC (17 mg, 0.09 mmol, 1.5 eq) in 10 mL RBF was added DCM (1 mL) under nitrogen. Then EtN'Pn (21 μΤ, 0.12 mmol, 2 eq) and salicyclic acid (9 mg, 0.07 mmol, 1.1 eq) were added subsequently. The resulting reaction mixture was stirred at rt for 5 days. The resulting dark reaction mixture was extracted with DCM (10 mL). The organic phase was washed with brine, dried over Na_S04, filtered and concentrated under reduced pressure. The residue was purified by flash column chromatography (10 g silica gel column, 10-80% EtOAc/Hexane) to give the desired product (13 mg, 23%): MS (ESI) m/z 926.53 (M+H).

The above product was subjected to general procedure C and D-l to give compound Sl-5-12: ¾ NMR (400 MHz, CD3OD, hydrochloride salt) δ 7.83 (d, J = 7.3 Hz, 1 H), 7,40 (L J= 7.3 H , 1 H), 7.03 (s, 1 H), 6.94-6.90 (m, 2 H), 5.07-5.06 (m, 1 H), 3.81-3.76 (m, 2 H), 3.65 (s, 3 H), 3.21-3.06 (m, 4 H), 2.98-2.94 (m, 1 H), 2.62-2.58 (m, 2 H), 2.45-2.22 (m, 5 H), 1.74- 1.67 (m, 1 H), 1.23 (t, 7= 7.3 Hz, 3 H); MS (ESI) m/z 634.39 (M+H).

To a solution of amine Sl-3 (82 mg, 0.10 mmol, 1.0 eq) was subjected to general procedure C to give desilylated product 74 nig. To a solution of this intermediate (42 mg, 0.06 mmol, 1.0 eq) in DCM (1 mL) was added HgCh (33 mg, 0,12 mmol, 2.2 eq) and TEA (30 μΐ., 0.21 mmol, 3.5 eq) at 0 °C. ^' Then l ,3-bis(teri-butoxycarbonyl)-2-methylisothioiirea (39 mg, 0.12 mmol, 2.2 eq) was added. The resulting reaction mixture was allowed to warm up to rt and stirred overnight. The resulting reaction mixture was filtered, washed with DCM (10 mL). ^' The filtrate was concentrated under reduced pressure. The residue was purified by flash column chromatography (10 g silica gel column, 10% CHsOH DCM) to give the desired product (20 mg, 35%): MS (ESI) m/z 934.57 (M+H).

The above product was subjected to general procedure D-l. to give compound Sl~§~13: 'H NMR (400 MHz, CDsOD, diliydrochloride salt) δ 7.06 (s, 1 H), 4.30 (s, 1 H), 3.78-3.84 (m, 1 H). 3.68 (s, 3 H), 3.32-3.40 (m, 2 IT), 3.08-3.17 (m, 3 H), 2.90-3.00 (m, 1 IT), 2.53-2.60 (m, 3 H), 2.21-2.39 (m, 5 H), 1.58-1.64 (m, 1 H), 1.22 (U = 6.8 Hz, 3 H); MS (ESI) m/z 556.3 (M+H).

Compound Sl-5-14 was prepared from compound Si-3 and B0CNHCH2CHO by using general procedure B-l. The resulting product was then treated with 4 N HC1 in dioxane (1 mL) for 30 rain and concentrated. The residue was subjected to general procedure B-2, C and D-lto give desired product Sl-5-14: ^I NMR (400 MHz, CD3OD, diliydrochloride salt) δ 7.10 (s, 1 IT), 3.99 (s, 1 IT), 3.79-3.83 (m, i IT), 3.67 (s, 3 IT), 3.55-3.60 (m, 1 II), 3.45-3.51 (m, 3 H), 3.31-3.35 (m, 1 H), 3.05-3.27 (m, 4 H), 2.92-3.00 (m, 1 H), 2.79-2.83 (m, 1 H), 2.55-2.60 (m, 1 H), 2.20-2.40 (m, 5 H), 1.98 (s, 3 H), 1.52-1.62 (m, 1 H), 1.22 (t, J= 7.2 Hz, 3 H); MS (ESI) m/z 599.3 (M+H).

Compound S 1-5-15 was prepared similarly to compound Sl-5-14: ³ H NMR (400 MHz, CD3OD, dihydrochloride salt) δ 7.08 (s, 1 H), 4.05 (s, 1 H), 3.78-3.85 (m, 2 H), 3.68 (m, 5 H), 3.45-3.52 (m, 6 H), 3.09-3.20 (m, 2 H), 2.89-3.00 (m, 2 H), 2.55-2.62 (m, 1 H), 2.21-2,51 (m, 6 H), 1.53-1.63 (m, 1 H), 1.23 (t, J= 7.2 Hz, 3 H); MS (ESI) m z 635.3 (M+H).

Gs¾eral procedure B-3 (substitution): To a solution of amine Sl-3 (42 mg, 0,05 mmol, 1.0 eq) in DMF (0.7 mL) was added BrCHiCC 'Bu (8 uL, 0.05 mmol, 1 eq) and ΤπΝΕΐ (45 uL, 0.25 mmol, 5 eq). The resulting reaction mixture was stirred at rt overnight and heated to 50 °C for 6 h. The resulting reaction mixture was diluted with EtOAc, washed with brine, dried over s2S04, filtered and concentrated under reduced pressure. The residue was used directly for the next reaction.

The crude product was men subjected to general procedure C and D-l to give desired product Sl-5-16: H NMR (400 MHz, CD3OD, dihydrochloride salt) δ 7.08 (s, 1 H), 4.19 (s, 2 II), 3.99 (s, 1 H), 3.78-3.83 (m, I IT), 3.68 (s, 3 H), 3.05-3.22 (m, 3 H), 2.83-3.00 (m, 2 H), 2.52-2.61 (m, 1 H), 2.19-2.40 (m, 5 H), 1.56-1.67 (m, 1 H), 1.22 (t, J= 7.2 Hz, 3 H); MS (ESI) m/z 572,2 (M+H). The following compounds were prepared by using general procedures B-3, C, and D-

1.

Compound Sl-5-17 was prepared from compound Sl-3 and BrCHzCONHa: ¾ NMR (400 MHz, CD3OD, dihydroeMoride salt) δ 7.11 (s, 1 H), 4.15 (s, 2 H), 3.98 (s, 1 H), 3.79-3.84 (m, 1 H), 3.68 (s, 3 H), 3.09-3.24 (m, 3 H), 2.83-3.00 (m, 2 H), 2.55-2.63 (m, 1 H), 2.20-2.40 (m, 5 H), 1.55- .65 (m, 1 H), 1 ,22 (t J = 7.2 Hz, 3 H); MS (ESi) m/z 571.3 (M+H).

Compound S 1-5-18 was prepared from compound Sl~3 and BrCHaCCteMe: ¾ NMR (400 MHz, CD3OD, dihydrochloride salt) δ 7.11 (s, 1 H), 4,26 (s, 2 H), 4.03 (s, 1 II), 3.84 (s, 3 H), 3.79-3.82 (m, 1 H), 3.68 (s, 3 H), 3.09-3.24 (m, 3 H), 2.87-3.00 (m, 2 H), 2.55-2.62 (m, 1 H), 2.20-2.50 (m, 5 H), 1.55-1.63 (m, 1 H), 1.21 (t, J = 7.2 Hz, 3 H); MS (ESI) mJz 586.3 (M+H).

To a solution of the corresponding C-4 epimer (71 mg, 0.12 mmol, 1 eq„ prepared per literature procedures including WO 2014036502) hi CH3OH (1 niL) was added pyridine (38 fiL, 0.47 mmol, 4 eq) at rt. The resulting reaction solution was stirred at rt for 3 days. The reaction was concentrated to give a yellow solid, which was dissolved in 0.05 iYHCl in water. The resulting reaction solution was purified by preparative reverse phase HPLC on a Waters Autopurification system using a Phenomenex Polymerx 10 μ RP-γ 1 0 A column [10 μτα, 150 21.20 mm; flow rate, 20 mL/min; Solvent A: 0.05 N HCl/water; Solvent B: CH3CN; injection volume: 2.0 mL (0.05 NHCI water); gradient: 10→25% B in A over 20 min; mass- directed fraction collection]. Fractions containing Hie desired product were collected and freeze-dried to yield compound Sl-6-1 (27,2 mg, 38%): ¾ NMR (400 MHz, CD30D ₅ dihydrochloride salt) £7.18 (s, 1 H), 4.88-4.84 (m, 1 H), 4.72 (d, J = 4.0 Hz, 1 H), 3.88-3.82 (m, 1 H), 3.67 (s, 3 H), 3.41-3.30 (m, 3 H), 3.27-3.22 (m, 1 H), 3.20-3.06 (m, 2 H), 3.03-2.98 (m, 1 H), 2.96-2.88 (m, 2 Ι-Γ), 2.61-2.54 (m, 1 H), 2,41 (t, 7 = 14.8 Hz, 1 H), 2.36-2.23 (m, 3 H), 2.18-2.14 (m, 1 H), 1.56-1.46 (m, 1 H), 1.44 (t J= 7.2 Hz, 3 H), 1.26 (t, J= 7.6 Hz, 3 H); MS (ESI) w z 541.4 (M+H).

To a suspension of 7~methoxy~8~[(2 _i S)~l~ethyl-2~pyrrolidinyl]~6-demetl y1~6- deoxytetracycline (550 mg, 0,89 mmol, 1 eq, prepared per literature procedures including Org. Process Res. Dev., 2016, 20 (2), 284-296.) in DMF (4.4 mL) was added a solution of NH2OH (109 uL, 1.78 mmol, 2 eq) in water (109 uL) at rt. The resulting reaction mixture was stirred at 80 °C overnight with a needle in the septum to open to air. ^' The resulting dark brown reaction solution was cooled to rt, and dropped into stirring MTBE (220 mL) to give a suspension.

The solid was collected by filtration and washed with MTBE. The solid was then dried under vacuum. The solid was then dissolved in TFA (4 mL). Pd/C (10 wt%, 80 mg) was added. The reactiors vessel was sealed and purged with hydrogen by briefly evacuating the flask followed by flushing with hydrogen gas (1 aim). The reaction mixture was stirred under a hydrogen atmosphere (1 aim) at rt overnight. More Pd-C (10wt%, 80 mg) was added and the resulting reaction mixture was stirred under a hydrogen atmosphere (1 atm) at rt overnight. The reaction was concentrated and diluted with CH3OH. The mixture was filtered through a small Celite pad. The cake was washed with. The filtrate was concentrated. The residue was purified by preparative reverse phase HPLC CH3OH on a Waters Autopurification system using a Phenomenex Polymerx 10 μ RP-γ 100A column [10 um, 150 x 21.20 mm; flo rate, 20 mL/min; Solvent A: 0.05 NHCl water; Solvent B: CH3CN; injection volume: 3.0 mL (0.05 N HCl water); gradient: 10→20% B in A over 15 mini mass-directed fraction collection. Fractions containing the desired product were collected and freeze-dried to yield compound Sl-6-2 (91 mg): ¾ NMR (400 MHz, CD3OD, dihydrochloride salt) δ 7.12 (s, 1 H), 4.93-4.85 (m, 1 H), 4.76 (d, J= 4.8 Hz, 1 H), 3.86-3.81 (m, I H), 3.67 (s, 3 H), 3.37-3.31 (m, 1 H), 3.25 (dd, J= 15.2, 4.0 Hz, 1 H), 3.20-3.07 (in, 2 H), 2.90-2.82 (m ₅ 2 H), 2.62-2.56 (m, 1 H), 2.43 (t J= 14.8 Hz, 1 H), 2.36-2,23 (m, 3 H), 2.16-2.12 (m, 1 H), 1.53-1.43 (m, 1 H), 1.25 (t, 7= 7.2 Hz, 3 H); MS (ESI) m z 514.36 (M+H).

Compound Sl-7-1 was prepared from the enantiomer of the left-hand side (LHS) and diallylenone S2-3 according to literature procedures including WO 2014036502: 'HMMR (400 MHz, CD3OD, dihydiOchloride salt) δ 7.11 (s, 1 H), 4.77 (dd, J- 10.8, 8.0 Hz, 1 H), 3.92-3.86 (m, 2 H), 3.75 (s, 3 H), 3.37-3.29 (m, 1 H), 3.25-3.10 (m. 3 H), 3.01-2.93 (m, 1 H), 2.68 (dt, J - 12.4, 1.2 Hz, 1 H), 2.63-2.54 (m, 1 H), 2.38 (t, j= 14.8 Hz, 1 H), 2.32-2.24 (m, 3 H), 2.17- 2.07 (m, 1 H), 1.64-1.55 (m, 1 H), 1.28 (t, J= 7.6 Hz, 3 H); MS (ESI) m r 514.36 (M+H).

Compound Si-7-2 was prepared from the normal LHS and the enantiomer of the diallylenone according to literature procedures including WO 2014036502: ³ H NMR (400 MHz, CD3OD, dihydrochloride salt) δ 7.06 (s, 1 H), 4.76 (dd, J= 10.4, 7.6 Hz, 1 H), 3.91-3.85 (m, 2 H), 3.75 (s, 3 H), 3.37-3.30 (m, 1 H), 3.25-3.09 (m, 3 H), 3.00-2.92 (m, 1 H), 2.67-2.57 (m, 2 H), 2.39 (t, 7 = 14.8 Hz, 1 H), 2.34-2.24 (m, 3 H), 2.17-2.09 (m, 1 H), 1.65-1.56 (m, 1 H), 1.27 (t, J= 7.2 Hz, 3 H); MS (ESI) m z 514.36 (M+H).

Compound Sl-7-3 was prepared from the enantiomer of LHS and the enantiomer of the diallylenone according to literature procedures including WO 2014036502: ¾ NMR (400 MHz, CD3OD, dihydrochloride salt) δ 7.15 (s, 1 H), 4.94-4.85 (m, 1 H), 3.91 (s, 1 H), 3.80- 3.72 (m, 1 H), 3.68 (s, 3 H), 3.37-3.07 (m, 4 H), 3.00-2.91 (m, 1 H), 2.70-2.67 (m, 1 H), 2.62- 2.56 (in, 1 H), 2.45-2.23 (m, 5 H), 1.65-1.56 (m, 1 H), 1.26 (t, J= 7.2 Hz, 3 H); MS (ESI) w r 514.36 (M+H).

Pd(PPh _a ) ₄ , 1,3- aimethvl barbituric add, CH ₂ C , N ₂

The following compounds were prepared per Scheme 2,

Compound S2-1 (125 rng, 0,299 mmol. 1 eq, prepared per literature procedures: Org. Process Res. Dev., 20 6, 20 (2), 284-296) and NaBHsCN (76 mg, 1.209 mmol, 4 eq) were added to a mixture of CH2CI2 and CH3CN (0.8 + 0.8 mL). The flask cooled down to 0 °C, followed by the addition of trifmoroacetie acid (0.092 mL, 1.202 mmol, 4 eq) and trifiuoroacetaldehyde monohydrate (75% in H2O, 0.240 mL, 1,50 mmol, 5 eq). The cold bath was removed and the resulting mixture was stirred at room temperature for 2 h. EtOAe was added and the mixture washed with saturated NaHCCb solution. ^' The organic phase was concentrated by rotovap. The residue was purified through flash column chromatography to afford the desired product §2-2-1 as a colorless oil (59 mg, 40%, the unreacted SM can also be recovered): ¾ NMR (400 MHz, CDCb) 8 7.08-7.50 (m, 11 H), 5.09-5.17 (m, 2 H), 3.92-4.00 (m, 1 H), 3.70 (s, 3 II), 3.51-3.60 (m, 1 II), 3.08-3.20 (m, 1 H), 2.75-2.83 (m, 1 H), 2.49-2.57 (m, 1 H), 2.40 (s, 3 H), 2.20-2.28 (m, 1 H), 1.88-2.00 (m, 1 H), 1.55-1.65 (m, 1 H), 1.21-1.30 (m, 1. H); MS (ESI) m/z 500.3 (M+H).

S2-2-2

To a flame-dried round-bottom flask, compound S2-1 (125 mg, 0.299 mmol, 1 eq), NaBHsCN (57 mg, 0.907 mmol, 3 eq) and 4A molecular sieves (100 mg) were added, the flask was vacuumed and refilled with N2. Then anhydrous CH3OH (2 mL), (1-ethoxycyclopropyl) trimethylsilane (0.240 mL, 1.193 mmol, 4 eq) and HO Ac (0.086 mL, 1.500 mmol, 5 eq) were added and the resulted mixture was stirred at 55 °C for 1.6 h. EtOAc was added and the mixture was filtered through Celite. The filtrate was washed with saturated NaHCO.3 solution. The organic phase was concentrated by rotovap. The residue was purified through flash column chromatography to afford the desired product S2-2-2 as a colorless oil (89 mg, 65%): ¾ NMR (400 MHz, CDCb) δ 7.10-7.58 (m, 10 H), 7.02 (s, 1 H), 5.11 (s, 2 H), 3.95-4.01 (m, 1 H), 3.71 (s, 3 H), 3.21-3.30 (m, 1 H), 2.55-2.63 (m, 1 H), 2.40 (s, 3 H), 2.20-2.30 (m, 1 H), 1.78-1.90 (m, 2 H), 1.55-1.70 (m, 2 H), 0.27-0.35 (m, 2 H), 0.00-0.16 (m, 2 H); MS (ESI) m/z 458.3 (M+H).

Compound S2-1 (125 mg, 0.299 mmol, 1 eq), N,A-diisopropylethylamme (DIPEA, 0.105 mL, 0.602 mmol, 2 eq) and Nal (5 mg, 0.033 mmol, 0.1 eq) were added into DMF (1 mL), then 2-fluoroethyl bromide (0.045 mL, 0.604 mmol, 2eq) was added and the resulted mixture was stirred at room temperature for 21 h. EtOAc was added and washed with brine solution. The organic phase was concentrated by rotovap. The residue was purified through flash column chromatography to afford the desired product S2-2-3 as a colorless oil (79 mg, 57%): ¹ H NMR (400 MHz, CDCb) δ 7.09-7.50 (m, 11 IT), 5.10-5.15 (m, 2 H), 4.30-4.51 (m, 2 II), 3.70 (s, 3 II), 3.40-3,50 (m, 1 H), 2.79-2.90 (m, 1 IT), 2.37 (s, 3 IT), 2.30-2.35 (m, 1 H), 2.18-2.26 (m, 1 H), 1.82-2.00 (m, 2 H), 1.53-1.61 (m, 1 H), 1.21-1.30 (m, 1 H), 0.82-0.91 (m, 1 H); MS (ESI) m/z 464.3 (M+H).

To the pyrrolidine S2-1 (8.74 mmol, 1 eq, crude material), Nai (10 mg), dimethyl forrnaro ide (DMF, 10 ml.) and triethylamine (TEA, 2.82 mL, 20.231 mmol) were added and cooled to 0 °C. A solution of benzyl bromide (1.650 mL, 13.867 mmol) in DMF (5 mL) was added. The reaction mixture was stirred at room temperature for 3 h. CH2CI2 (100 mL) was added, and the resulting mixture was washed with brine solution. The organic phase was concentrated under reduced pressure. The residue was purified throug flash column chromatography to afford the desired product S2-2-4 as a white solid (3.83 g, §6% over 3 steps): ¾ NMR (400 MHz, CDCb) δ 7.09-7.59 (m, 16 H), 5.12-5.20 (m, 2 H), 3.80-3.90 (m, 2 H), 3.74 (s, 3 H), 3.03-3.12 (m, 1 H), 2.41 (s, 3 H), 2.20-2.30 (m, 2 H), 1.80-1.94 (m, 2 H), 1.60-1.70 (m, 2 H); MS (ESi) m/z 508.3 (M+H).

TrCl (87 mg, 0.31 mmol, 1.0 eq) and TEA (48 uL, 0,34 mmol, 1.1 eq) were added to S2-1 (130 mg, 0.31 mmol, 1 eq) in CH2CI2 (3 mL) at rt. The reaction mixture was stirred at rt for 3 days and diluted with DCM. The resulting solution washed with saturated NaHCOs and brine, dried over MgSCto, and concentrated under reduced pressure to give the desired product S2-2-5 as a yellow solid. ^' This crude product was used in subsequent reaction without further

General Procedure E (Michael-Dieekmarm armulation): n-BuLi (70 μΙ„, 2.5 M in hexanes, 0.17 mmol, 1.4 eq) was added dropwise to a solution of diisopropylamine (23 μΕ, 0.17 mmol, 1.4 eq) and TEA TIC! (1 mg, 0.005 eq) in THF (1 mL) at -50 °C. The reaction mixture was warmed up to -20 °C and re-cooled to below -70 °C, A solution of S2-2-1 (59 mg, 0.12 mmol, 1 eq) in THF (1 mL) was added dropwise via a cannula at below -73 °C over 10 min. The resulting red orange solution was stirred at -78 °C for 1 h, and cooled to -100 °C using a EtOH/liquid N2 bath. A solution of enone S2-3 (64 ing, 0.12 mmol, 1 eq. prepared according to literature procedures including WO 2014036502) in THF (1 mL) was added to the reaction mixtmre, followed by LHMDS (120 μΤ, 1.0 M in THF, 0.12 mmol, 1 eq). The reaction mixture was gradually wa med up to -15 °C and stirred at that temperature for 45 min. A saturated aqueous NE Cl (20 mL) solution was added to the reaction. The reaction mixture was extracted with EtOAc (40 mL). The organic phase was washed with brine (20 mL), dried over Na?.S04, and concentrated under reduced pressure. Flash chromatography on silica gel using 0%→50% EtOAc hexanes yielded the desired product S2-4-1 as a yellow solid (59 mg, 53%): "H NMR (400 MHz, CDCb) δ 16.2 (s, 1 H), 7.28-7.51 (m, 8 H), 6.83-6.95 (m, 3 H), 5.79-5.90 (m, 2 H), 5.10-5.27 (m, 7 H), 3.99-4.13 (m, 2 H), 3.68 (s, 3 H), 3.03-3.67 (m, 7 H), 2.57-2.80 (m, 6 H), 1.19-1.26 (in, 6 IT), 0.85 (s, 9 H), 0.27 (s, 3 H), 0.15 (s, 3 II); MS (ESI) m/z 940.3 (M+H).

Compound S2-4-2 was prepared from S2-2-2 and S2-3 by using the General Procedure A:

'H N R ^OO MHz, CDCb) δ 16.1 (s, 1 H), 7.09-7.S0 (m, 9 H), 6.70-7.00 (m, 2 IT), 5.60-5.75 (m, 2 H), 4.95-5.13 (m, 7 H), 3.98-4.08 (m, 5 H), 3.59 (s, 3 IT), 3.07-3.21 (m, 4 H), 2.15-2.50 (m, 4 H), 1.55-1.75 (m, 6 H), 1.13-1.21 (m, 5 H), 0.77 (s, 9 H), 0.17 (s, 3 H), 0.04 (s, 3 H); MS (EST) m/z 898.3 (M+H).

Compound S2-4-3 was prepared from S2-2-4 and S2-3 by using the General Procedure

A:

'H NMR (400 MHz, CDCb) 8 16.1 (s, 1 H), 7.10-7.41 (m, 14 H), 6.71-6.89 (m, 2 H), 5,69- 5.71 (m, 2 H), 4.98-5.18 (m, 9 H), 3.98-4.07 (m, 2 H), 3.65-3.79 (m, 1 IT), 3.60 (s, 3 H), 3.00- 3.2g (HI, 4 H), 2.30-2.57 (m, 4 H), 2.10-2.21 (m, 2 H), 1.69-1.82 (m, 3 H), 1.10-1.20 (m, 3 H), 0.73 (s, 9 H), 0.17 (s, 3 H), 0.04 (s, 3 H); MS (ESI) m z 948.3 (M+H).

Compound S2-9-1 was prepared from 82-4-J by using the General Proeedure A, C and D~l: ¾ NMR (400 MHz, CD ₃ OD ₅ dihydrochloride salt) δ 7.08 (s, 1 H), 3.88 (s, 1 H), 3.70- 3.74 (m, 1 H), 3.68 (s, 3 H), 3.55-3.62 (m, 2 H), 3.10-3.25 (m, 2 H), 2.90-3.00 (m, 1 H), 2.60- 2.65 (m, 1 H), 2.35-2.50 (m, 3 H), 2.15-2.25 (m, 3 H), 2.00-2.10 (m, 1 H), 1.58-1.64 (m, 1 H); MS (ESI) m z 568.3 (M+H).

The following co compound S2~9~l.

S2-9-2: 'H MR (400 MHz, CDsOD, dihydrochloride salt) δ 7.11 (s, 1 H), 3.91 (s, 1 H), 3.77-3.83 (m, 1 H), 3.70 (s, 3 H), 3.50-3.57 (m, 1 H), 3.21-3.27 (m ₅ 1 H), 2.87-3.00 (m, 2 H), 2.55-2.70 (m, 2 H), 2.21-2.44 (in, 6 H), 1.58-1.65 (m, 1 H), 0.85-0.91 (m, 2 H), 0.63-0.70 (m, 1 H), 0.30-0.40 (m, 1 H); MS (ESI) iw z 526.3 (M+i

S2-9-3: Ή NMR (400 MHz, CD3OD, dihydrochloride salt) δ 7.12 (s, 1 H), 3.92-3.96 (m, 1 H), 3.89 (s, 1 H), 3.60 (s, 3 H), 3.40-3.51 (m, 4 Ii), 3.21-3.26 (m, 1 H), 2.90-2.98 (m, 1 Ii), 2.55-2.78 (m, 2 H), 2.21-2.45 (m, 6 H), 1.55-1.82 (m, 2 H); MS (ESI) iw z 532.3 (M+H).

82-9-4: ^l H NMR (400 MHz, CD3OD, dihydrochloride salt) δ 7.31-7.42 (m, 5 H), 7.02 (s, 1 H), 4.21-4.36 (m, 2 H), 3.89 (s, 1 H), 3.65 (s, 3 H), 3.56-3.62 (m, 1 H), 3.42-3.50 (m, 1 H), 3.18-3.22 (m, 1 H), 2.89-2.97 (m, 1 H), 2.55-2.65 (m, 2 H), 2.21-2.49 (m, 6 H), 1.55-1.65 (m ₅ 1 H); MS (ESI) m/z 576.3 (M+H).

Compound S2-9-5 was prepared from S2-2-S and S2-3 by using the General Procedure E, The resulting product was treated with 0.5 NHC1 in THF (83 uL of 6 N aq HC1 was added to 917 ,uL of THF) at rt for 45 mm. Then saturated NaHCCte was added slowly and extracted with EtOAc. The organic solution was then washed with brine, dried over a2S0 , filtered and concentrated. The residue was methylated with HCHO by using General procedure B-l, followed by General Procedure A, C, D-l to provide compound S2-9-S: ¾ NMR (400 MHz, CDsOD, dihydrochloride salt) 8 7.10 (s, 1 H), 3.90 (s, 1 H), 3.78-3.85 (m, 1 H), 3.68 (s, 3 H), 3.32-3.38 (m, 1 H), 3.21-3.28 (m, 1 H), 2.90-3.00 (m, 1 H), 2.79 (s, 3 H), 2.55-2.68 (m, 2 H), 2.21-2.41 (m, 6 H), 1.55-1.65 500.2 (M+H).

Compound S2-7 was made from S2-4-3 (3.47 g, 3.92 mmol) by using General Procedure A and C, followed by Boc protection of C-4 amino group. Thus S2-6 (R=Bn) reacted with B0C2O (655 rng, 3.0 mmol) and TEA (0.6 mL) in DCM (30 mL) at rt for 4 h. The reaction mixture was concentrated and purified by flash column chromatography (50 g silica gel, 0-60% EtOAc Hexane) to give the des oil (1.14 g, 33% over 4 steps).

Compound 2-7 (1.14 g, 1..34 mmol) was dissolved in a mixture of 1 Naq HQ. (1.34 mL, 1 eq), THF (6 mL) and CH3OH (6 mL). Pd-C (10wt%, 110 rag) was added in one portion. The reaction vessel was sealed and purged with hydrogen by briefly evacuating the flask followed by flushing with hydrogen gas (1 arm). The reaction mixture was stirred under a hydrogen atmosphere (1 atm) at rt for two overnights. The reaction was filtered through a small Celite pad. The cake was washed with CH3OH. The filtrate was concentrated. The residue was re- siurried from M.TBE to give product S2-S as a yellow solid, which was used for the following reductive alkylation reactions without further purification: MS (ESI) m/z 586.2 (M+H). General Procedure F (reductive alk lation): To the solution of pyrrolidine S2-8 (1 eq) in CH3OH (1. mL) at 0 °C, aldehyde/ketone (4 eq), HO Ac (4 eq) and NaBH(OA.c)3 (4 eq) were added. The resulting reaction mixture was stirred at 0 ⁰ C for 1 h or longer which monitored by LC-MS.

General Procedure G (deprotection of Boc): After the completeness of reductive ammation, concentrated HCl (0.5 mL) was added. The resulted mixture was stirred at room temperature for 0.5 h. The organic solvents were removed under reduced pressure and preparative HPLC afforded the desired products as yellow solids.

NOTE: The ketones and 4-pyridinecarboxaldehyde required much longer time for reductive amination.

Compound 82-9-6 was prepared from compound S2-8 by using General Procedure G: 'l-I NMR (400 MHz, CD3OD, dihydroeMoride salt) δ 6.96 (s, 1 H), 3,91 (s, 1 H), 3.71 (s, 3 H), 3.40-3.47 (m, 1 H), 3.30-3.35 (m, 1 H), 3.20-3.25 (m, 1 H), 2.88-2.95 (m, 1 H), 2.63-2.67 (m, 1 H), 2.39-2.S0 (m, 2 H), 2.15-2.30 (m, 5 H), 1.58-1.65 (m, 1 H); MS (ESI) m/z 486.2 (M+H).

The following compounds were prepared from compound S2-8 by using General Procedure F and G.

S2-9-7: ^¾ H NMR (400 MHz, CD3OD. dihydroeMoride salt) 8 7.09 (s, I H), 3.89 (s, 1 H), 3.78-3.88 (m, 1 H), 3.67 (s, 3 H), 3.34-3.38 (m, 1 H), 3.22-3.28 (m, 1 H), 2.94-3.05 (m, 4 H), 2.55-2.65 (m, 2 H), 2.21-2.49 (m, 5 H), 1.55-1.82 (m, 3 H), 0.88-0.94 (t, J= 8.0 Hz, 3 H);

MS (ESI) m/z 528.2 (M+H).

S2-9-8: ^! H NMR (400 MHz, CD3OD, dihydrochloride salt) δ 7.19 (s, 1 H), 3.90 (s, 1 H), 3.68 (s, 3 H), 3.39-3.48 (m, 2 H), 3.27-3.11 (m, 4 H), 2.89-2.96 (m, 1 H), 2.55-2.71 (m, 2 H), 2.37-2.45 (m, 1 H), 2.21-2.31 (m, 3 H), 1.55-1.65 (m, 1 H), 1.28 (t, J= 6.0 Hz, 6 H); MS (ESI) m/z 528.3 (M+H).

S2-9-9: ¾ NMR (400 MHz, CD3OD, dilivdrocMoride salt) δ 7.13 (s, 1 H), 3.92-3.97 (m, 1 H), 3.90 (s, 1 H), 3.72-3.80 (m, 3 H), 3.70 (s, 3 H), 3.37-3.41 (m, 1 H), 3.15-3.20 (m, 3 H), 2.90-3.00 (m, 1 H), 2.55-2.70 (m, 2 H), 2.20-2.41 (m, 5 H), 1.57-1.67 (m, 1 H); MS (ESI) m/z 530.2 (M+H).

S2-9-10: ¾ NMR (400 MHz, CD3OD, dihydrocMoride salt) 5 7.11 (s, 1 H), 3.85-3.91 (m, 2 H), 3.68 (s, 3 H), 3.38-3.48 (m, 4 H), 2.90-3.00 (m, 1 H), 2.73-2.81 (m, 1 II), 2.6S-2.7B (m, 3 H), 2.23-2.41 (m, 5 H), 1.58-1.65 (m, 1 H), 1,26-1.31 (m, 1 H); MS (ESI) m/z 582.3 (M+H).

S2-9-11: ¾ NMR (400 MHz, CD3OD, dihydrocMoride salt) δ 7.15 (s, 1 H), 3.91-4.00 (m, 1 H), 3.90 (s, 1 H), 3.69 (s, 3 H), 3.40-3.50 (m, 1 H), 3.20-3.41 (m, 4 H), 2.93-3.04 (m, 1 H), 2.56-2.71 (m, 2 H), 2.19-2.51 (m, 5 H), 1.54-1.65 (m, 1 H), 0.98-1.07 (m, 1 H), 0.58-0.77 (m, 2 H), 0.32-0.40 (m, 1 H), 0.20-0.27 (m, 1 H); MS (ESI) m z 540.3 (M+H).

S2-9-I2: ^S H NMR (400 MHz, CD3OD, diliydrochloride salt) δ 7.17 (s, 1 H), 3.83-3.91 (m, 2 H), 3.70-3.75 (m, 2 H), 3.68 (s, 3 H), 3.20-3.24 (m, 1 H), 2.88-2.95 (m, 1 H), 2.53-2.78 (m, 2 H), 2.21-2.42 (m, 8 H), 1.84-2.93 (m, 1 H), 1.58-1.80 (m, 4 H); MS (ESI) m z 540.3 (M+H).

82-9-13: ¾ NMR (400 MHz, CD?OD, dihydrochloride salt) δ 7.13 (s, 1 H), 3,92 (s, 1 H), 3.82-3.89 (m, 1 H), 3.70 (s, 3 H), 3.50-3.57 (m, 1 H), 3.03-3.12 (m, 2 H), 2.91 -3.00 (m, 1 H), 2.55-2.71 (m, 3 H), 2.21-2.45 (m, 5 II), 1.55-1.71 (m, 3 H), 1.25-1.37 (m, 3 II), 0.88-0.93 (m, 3 H); MS (ESI) m z 542.3

S2-9-14: ¾NMR (400 MHz, CDsOD, dihydrochloride salt) 8 7.17 (s, 1 H), 3.88-3.95 (m, 2 H), 3.68 (s, 3 H), 3.45-3.51 (m, 1 H), 3.23-3.30 (m, 4 H), 2.82-3.05 (m, 3 H), 2.55-2.70 (m, 2 H), 2.23-2.45 (m, 3 H), 1.93-2.00 (m, 1 H), 1.57-1.63 (m, 1 H), 0.89-0.95 (m, 6 H); MS (ESI) m z 542.3 (M+H).

§2-9-15: ¾ NMR (400 MHz, CD3OD, dihydrochloride salt, two isomers) 5 7.11+7.13 (s, 1 H), 3.89 (s, 1 11% 3.68 (s, 3 II), 3.40-3.48 (m, 1 H). 3.10-3.18 (m, 1 H), 2.90-3.00 (m, 1 H), 2.52-2.63 (m, 2 H), 2.38-2.48 (m, 1 H), 2.20-2.31 (m, 5 H), 1.80-1.90 (m, 1 H), 1.56-1.62 (m, 2 H), 1.25-1.30 (m, 5 H), -0.93 (m, 3 H); MS (ESI) m/z 583.3 (M+H).

S2-9-16: ¾ NMR (400 MHz, CD3OD, ^hydrochloride salt) δ 7.30 (s, 1 H), 3.95-4.03 (m, 1 H), 3.90 (s, 1 H), 3.70 (s, 3 H), 3.39-3.51 (m, 5 H), 3.21-3.25 (m, 1 H), 2.94-3.02 (m, 1 H), 2.58-2.69 (in, 5 H), 2.31-2.43 (m, 5 H), 2.20-2.27 (m, 1 H), 1.55-1.65 (m, 1 H); MS (ESI) m z 543.3 (M+H).

S2~9~17: 'H MR (400 MHz, CD3OD, dihydrocMoride salt) δ 7.17 (s, 1 H), 3.92 (s, 1 H), 3.75-3.81 (m, 1 H), 3.68 (s, 3 H), 3.41-3.50 (m, 1 H), 2.90-3.00 (m ₅ 1 H), 2.58-2.70 (m, 2 H), 2.20-2.42 (m, 6 H), 2.07-2.14 (m, 1 H), 1.50-1.90 (m, 8 H), 1.27-1.40 (m, 2 H); MS (ESI) m/z 554.3 (M+H),

S2-9-18: ^! H NMR (400 MHz, CD3OD, dihydrocMoride salt) δ 7.12 (s, 1 H), 3.85-3.91 (m _s 2 H), 3.72-3.75 (m ₅ 2 H), 3.69 (s, 3 H), 3.39-3.43 (m, 5 H), 2.75-3.00 (m, 3 H), 2.58-2.69 (m, 4 H), 2.21-2.45 (m, 6 H), 1.58-1.67 (m, 2 H), 1.27-1.31 (m, 1 H); MS (ESI) w z 556.3 (M+H).

§2-9-49: ¾ NMR (400 MHz, CD3OD, dihydrochloride salt) δ 7.14 (s, 1 H), 3.91 (s, 1 H), 3.81-3.88 (m, 1 H), 3.69 (s, 3 H), 3.25-3.50 (m, 3 H), 3.05-3.15 (m, 2 H), 2.90-3.00 (m, 1 H), 2.55-2.70 (m, 2 H), 2.22-2.58 (m, 5 H), 1.47-1.70 (m, 4 H), 0.87 (t, J= 6.0 Hz, 6 H); MS (ESI) /w/ir 556.3 (M+H).

S2-9-20: ¾N R (400 MHz, CD3OD, dih drochloride salt) δ 7.13 (s, 1 H), 3.78 (s, 1 H), 3.69 (s, 3 H), 3.41-3.50 (m, 2 H), 2.80-2.92 (m, 3 H), 2.50-2.61 (m, 3 H), 2.18-2.33 (m, 5 H), 1.61-1.88 (m, 4 H), 1.27-1.31 (m, 1 II), 0.85-0.97 (m, 6 H); MS (ESI) m/z 556.3 (M+H).

S2-9-21: ¾ NMR (400 MHz, CDsOD, dihydrochloride salt) δ 7.11 (s, 1 H), 3.91 (s, 1 H), 3.82-3.90 (m, 1 H), 3.68 (s, 3 H), 3.02-3.10 (m, 2 H), 2.90-3.00 (m, 1 H), 2.55-2.70 (m, 2 H), 2.21-2.45 (in, 6 H), 1.55-1.70 (m, 4 H), 1.18-1.31 (m, 7 H), 0.83-0.91 (m, 3 H); MS (ESI)

S2-9-22: ¾ NMR. (400 MHz, CD3OD, dihydrochloride salt) δ 7.11 (s, 1 H), 3.89 (s, 1 H), 3.68 (s, 3 H), 3.45-3.51 (m, 1 H), 3.07-3.12 (m, 1 H), 2.90-3.00 (m, 1 H), 2.55-2.67 (m, 2 H), 2.38-2.43 (m, 1 H), 2.20-2.31 (m, 5 H), 2.05-2.11 (m, 1 H), 1.88-2.00 (m, 3 H), 1.59-1.67 (m, 3 H), 1.11-1.42 (m, 6 H); MS (ESI) m/z 568.3 (M+H).

S2-9-23: 'H N R (400 MHz, CD3OD, dihydrochloride salt) δ 7.18 (s, 1 H), 3.88-4.01 (m, 2 H), 3.70-3.75 (m, 2 H), 3.68 (s, 3 H), 3.40-3.51 (m, 2 H), 3.30-3.38 (m, 2 H), 2.90-3.00 (m, 1 H), 2,59-2.70 (m, 2 H), 2.20-2.42 (m, 6 H), 1.96-2.02 (m, 1 H), 1.85-1.92 (m, 1 H), 1.58-

1.78 (m, 4 H); MS (ESI) m/'z 570.3 (M+H).

82-9-24: 'H NMR (400 MHz, CDsOD, trihydrochioride salt) 8 7.25 (s, 1 H), 3.91 (s, 1 H), 3.73-3.81 (m, 1 H), 3.68 (s, 3 H), 3.45-3.61 (m, 5 H), 2.98-3.11. (m, 3 H), 2.69-2.70 (m, 2 H), 2.21-2.42 (m, 8 IT), 1.83-2.05 (m, 2 H), 1.57-1.65 (m, 1 H); MS (ESI) m/z 569.3 (M+H).

S2-9-2S: 'HNMR (400 MHz, CDsOD, trihydrochioride salt) δ 7.20 (s, 1 H), 3.89 (s, 1 3.72-3.80 (m, 1 H), 3.70 (s, 3 H), 3.53-3.61 (m, 5 H), 3.05-3.18 (m, 3 H), 2.83 (s, 3 H), 2.60-2.70 (m, 2 H), 2.23-2.41 (m, 8 H), 1.93-2.15 (m, 2 H), 1.58-1.63 (m, 1 H); MS (ESI) m/z 583.3 (M+H).

S2-9-26: ¾ NMR (400 MHz, CD3OD, dihydrochlaride salt) δ 7.16 (s, 1 H), 3.91 (s, 1 H), 3.69 (s, 3 H), 3.21-3.51 (m, 5 IT), 2.88-3.06 (m, 3 H), 2.52-2.72 (m, 2 H), 2.21-2.45 (m, 5 H), 1.77-1.85 (m, 1 H), 1.50-1.72 (m, 5 H), 1.05-1.30 (m, 3 H), 0.78-0.96 (m, 2 H); MS (ESI) wi z 582.4 (M+H).

S2-9-27: ^! H MHz, CD3OD, Irihydrochloride salt) δ 8.80-8.89 (m, 2 H), 8.12-8.20 (m, 2 H), 7.22 (s, 1 H), 4.58-4.63 (m, 2 H), 3.88-3.95 (m, 2 H), 3.65 (s, 3 H), 3.47- 3.55 (m, 1 H), 3.21-3.30 (m, 1 H), 3.03-3.11 (m, 1 H), 2,85-2.95 (m, 1 H), 2.58-2.77 (m, 2 H), 2.25-2.41 (m, 5 H), 1.50-1.61 (m, 1 H); MS (ESi) m z 577.3 (M+H).

S2-9-28: ¾ NMR (400 MHz, CD3OD, dihydrochlaride salt) δ 7.11 (s, 1 H), 3.90 (s, 1 H), 3.69 (s, 3 H), 3.39-3.45 (m, 2 H), 3.15-3.20 (m, 1 H), 2.93-3.00 (m, 1 H), 2.38-2.61 (m, 4 H), 2.20-2.31 (m, 5 H), 1.95-2.01 (m, 3 H), 1.60-1.80 (m, 5 H), 1.37-1.51 (m, 7 H); MS (ESi) m/z 582.3 (M+H).

§2-9-29: 'HNMR (400 MHz, CD3OD, dihydrochloride salt) δ 7.12 (s, 1 H), 3.73-3.7? (m, 1 H), 3.68 (s, 3 H), 2.78-2.83 (m, 2 H), 2.41-2.55 (m, 3 H), 2.25-2.31(m, 6 H), 2.11-2.1? (m, 1 H), 1,95-2.01 (m, 1 H), 1,70-1.80 (m, 4 H), 1,45-1.52 (m, § H), 1,25-1.30 (m, 3 H); MS (ESI) m/z 596.3 (M+H). Scheme 3

The following compounds were prepared per Scheme 3.

Compound S3-1 (1 ,88 g, 5,0 mmol, 1 eq, prepared per literature procedures: Org. Process Res. Dev., 2016, 20 (2), 284-296) was dissolved m CH3OH (10 mL), trimethyl orthoformate (1.10 mL, 10.05 mmol, 2 eq) and -toluenesulfonic acid monohydrate (29 mg. 0.152 mmol. 0.03 eq) were added. The reaction mixture was stirred at 70 °C for 24 h. Saturated NaHCOs and EtOAc were added. The organic phase was separated, concentrated by rotovap and purified by flash column chromatography to afford the desired product S3~2 as a yellow oil (2.03 g, 96%):

¾ NM (400 MHz, CDCb) 8 7.23-7.45 (m, 8 Ή), 7.05-7.1 1 (m, 3 H), 5.61 (s, 1 H), 5.1 5 (s, 2 H), 3.76 (s, 3 H), 3.36 (s, 6 H), 2.39 (s, 3H); MS (ESI) m/z 423.2 (M+H).

Compound S3-4 was prepared f om S3-2 with enone S2-3 by using General Procedure E, followed by acid treatment. The M-D product S3-3 (1.30 g _s 1.51 mmol, 1 eq) was dissolved in THF (20 nxL). Then 3 N HC1 THF (4 mL) was added to make the final aqueous HC1 concentration to 0.5 M. The reaction mixture was stirred at room temperature for 2 h. Saturated NaHCCb and EtOAc were added. The organic phase was concentrated by rotovap, and the residue was purified by flash column chromatography to afford the desired product 83-4 as a yellow oil (1.15 g, 47% over 2 steps): ¾ NM (400 MHz, CDCb) δ 15.89 (s, 1 H), 10.35 (s, 1 IT), 7.31-7.52 (m, 11 H), 5.78-5.85 (ni 2 H), 5.35 (s, 2 IT), 5.08-5.25 (m, 5 H), 4.06-4.11 (in, 1 H), 3.86 (s, 3 H , 3.18-3.38 (m, 5 H), 2.41-2.63 (m, 4 H), 0.81 (s, 9 H), 0.25 (s, 3 H), 0.12 (s, 3 H); MS (ESI) m/z 817.3 (M+

Compound 83-7-1 was prepared from aldehyde S3-4 and diethylamine by using General Procedure B-l, followed by General Procedures A, C and D-l: *H NMR (400 MHz, CD3OD, dihydrochloride salt) 8 7.01 (s, 1 II), 4,34 (d, J= 8.0, 1 IT), 4.30 (d, J ^::: 8,0, 1 IT), 3.89 (s, 1H), 3.73 (s, 3 H), 3.13-3.27 (m, 5 H), 2.90-2.98 (m, 1 H), 2.62-2.67 (m, 1 H). 2.37-2.45 (m, 1 H), 2.20-2.28 (m, 1 Ι-Γ), 1.59-1.65 (m, 1 Ή , 1.30-1.42 (m, 6 H); MS (ESI) m/ 502.4 (M+H).

Compound S3-7-2 was prepared from aldehyde S3-4 and benzylamine by using General

Procedure B-l, followed by reacting with cyclopropanecarboxaldehyde using General Procedure Β-ί again and then A, C and D-ί : ¾ NMR (400 MHz, CD3OD, 2 hydrochloride salt, two rotamers) δ 7.40-7.60 (m, 5 H), 6.83+6.93 (s, 1 H), 4.48-4.68 (m, 2 IT), 4.21-4.49 (m, 2 IT), 3.88+3.53 (s, 3 IT), 3.02-3.18 (m, 3 IT), 2,88-2.97 (m, 1 H), 2.60-2.68 (m, 1 H), 2.19-2.3S (m, 2 H), 1.51-1.61 (m, 1 H), 1.18-1.27 (m, 1 H), 0.70-0.85 (m, 2 H , 0.38-0.45 (m, 2 H); MS (ESi) w/ 590.3 (M+H).

Scheme 4

The following compounds were prepared per Scheme 4.

Compound S4-1 (504 mg, 1.13 mmol, leq, prepared per literature procedures: Org.

Process Res. Dev., 201 , 20 (2), 284-296) was dissolved in CH2CI2 (3 rrtL) and cooled down to—78 °C under N2, then BBo solution (1.0 M in CH2CI2, 3.4 mL, 3.4 mmoL 3 eq) was added dropwise during 5 min. The resulted yellow mixture was stirred at -78 °C for 4.5 li and carefully quenched by CH3OH (2 mL). CH2CI2 (40 mL) was added to the dark solution and washed with saturated NaHCCb. The organic phase was concentrated by roiovap. The residue was purified by flash column chromatography (0→55% EtOAc hexane) to afford the desired product S4~2 as a yellow oil (312 mg, 81%): ^! H NMR (400 MHz, CDCb) δ 1 1.65 (br s, 1 H), 10.25 (br s, 1 H), 7.39-7.47 (m, 2 H), 7.15-7.30 (m, 3 H), 6.66 (s, I H), 3.39-3.55 (m, 2 H), 3.79-3.88 (m, 1 H), 2.58 (s, 3 IT), 2.20-2.43 (m, 3 H), 1.90-2.11 (m, 3 IT), 1.10-1.23 (m, 3 IT); MS (ESI) m/z 342.2 (M+H).

Compound S4-2 (141 mg, 0.413 mmol, 1 eq) and 4-dimemylaminopyridine (DMAP, 8 mg, 0,066 mmol, 0.16 eq) were dissolved in CH3CN (1 mL) and the resulting solution was cooled down to 0 °C. A solution of di-ieri-butyl dicarbonate (BocaO, 90 mg, 0.413 mmol, 1 eq) in CHsCN (1.0 niL) was added slowly. The reaction mixture was w ^r amied up to room temperature and the white precipitates appeared. After stirring overnight, CH2CI2 (100 mL) was added and washed by saturated NaHCO¾. The organic phase was concentrated by rotovap and purified by flash column chromatography (0→50% EtOAc/hexane) to afford the desired product S4-3 as a white solid (136 mg, 75%): ¾ NMR (400 MHz, CDCb) δ 11.62 (br s, 1 H), 7.38-7.45 (m, 2 H), 7.21-7.30 (m, 3 H), 6.75 (s, 1 H), 3.50-3.55 (m, 1 H), 3.37-3.42 (m, 1 H), 2.88-2.95 (m, 1 H), 2.35 (s, 3 H), 2.17-2.31 (m, 3 H), 1.86-2.00 (m, 3 H), 1.42 (s, 9 H), 1.08- 1.14 (m, 3 H); MS (ESI) m z 442.2 (M+H).

[NOTE: this product has low solubility in DCM, EtOAc and CH3OH and should be able to be purified from simple recrystallization.]

General Procedure H (C7-OH alkyiation): Phenol S4-3 and 2CO3 were added into DMF, then R-Br KJ or R-I was added and the resulted mixture was stirred at room temperature or 50 °C for indicated hours. EtOAc was added and washed with brine solution. The organic phase was concentrated by rotovap. The residue was purified through flash column chromatography to afford the desired products S4-4-1 to S4-4-S as colorless oils.

S4-4-1

Phenol S4-3 (125 mg, 0.283 mmol, 1 eq) was treated with K2CO3 (60 mg, 0.434 mmol, 1.5 eq), KI (5 ng, 0.030 mmol, 0.1 eq), and BnBr (0.03 mL, Θ.286 mmol, 1 eq) in DMF (2 mL) at room temperature for IS h to give product S4-4-1 (1 11 mg, 74%): Ή NMR (400 MHz, CDCb) 8 7.21-7.51 (m, 11 H), 4.81 (s, 2 H), 3.65-3.71 (m, 1 H), 3.30-3.39 (m, 1 H), 2.59-2.65 (m, 1 H), 2.46 (s, 3 H), 2.05-2.21 (in, 2 H), 1.57-1.95 (m, 3 H), 1.42 (s, 9 H), 1.20-1.25 (m, 1 H), 1.00-1.09 (m, 3 H); MS (ESI) m/z 532.3 (M+H).

S4-4-2

Phenol S4-3 (88 mg, 0.199 mmol, 1 eq) was treated with K2CO3 (41 mg, 0.297 mmol,

1.5 eq), KI (3 mg, 0.018 mmol, 0.1 eq), and C2HsBr (0.030 mL, 0.402 mmol, 2 eq) in DMF (2 mL) 50 °C for 23 h to give product S4-4-2 (SI mg, 86%): ¾ NMR (400 MHz, CDCb) δ 7.35-7.43 (in, 2 H), 7.20-7.30 (m, 4 H), 4.06-4.12 (m, 1 H), 3.75-3.82 (m, 2 H), 3.57-3.65 (m,

1 H), 3.31 -3.38 (m, 1. H), 2.55-2.62 (m, 1 H), 2.40 (s, 3 H), 2.15-2.25 (m, 2 H), 1.78-1.85 (m,

2 I ), 1.53-1.62 (m, 2 II), 1.41 (s, 9 IT), 1.20-1.25 (m, 2 H), 0.97-1.05 (m, 3 H); MS (ESi) / 470.3 (M+H).

S4-4-3

Phenol S4-3 (89 mg, 0.202 mmol, 1 eq) was treated with K2CO3 (41 mg, 0.297 mmol, 1.5 eq), and H-C3H7I (0.039 mL, 0.401. mmol) in DMF (2 mL) at 50 °C for 24 h to give product S4-4-3 (98 mg, 90%): Ή NMR (400 MHz, CDCb) 8 7.38-7.45 (m, 2 H), 7.21-7.28 (m, 4 IT), 4.05-4.11 (m, 1 I ), 3.70-3.81 (m, 2 H), 3.30-3.37 (m, 1 IT), 2.56-2.63 (m, 1 IT), 2.40 (s, 3 H), 2.15-2.22 (in, 2 H), 1.78-1.85 (m, 2 H), 1.55-1.66 (m, 2 H), 1.41 (s, 9 H), 1.20- 1.27 (m, 2 H), .00-1.15 (m, 6 H); MS (ESI) m/z 484.3 (M+H).

Phenol S4-3 (220mg, 0.499 mmol, 1 eq) was treated with K2CQ3 (104 mg, 0.753 mmol, 1.5 eq), KI (9 mg, 0.054 mmol, 0.1 eq), and (CH sCHBr (0.470 mL, 5.00 mmol, 10 eq) in DMF at 50 °C for 40 h to give product 84-4-4 (133 mg, 55%): ¾ NMR (400 MHz, CDCb) S 7.38-7.45 (in, 2 H), 7.21-7.28 (m, 4 H), 4.07-4.16 (m, 2 H), 3.65-3.71 (m, I IT), 3.30-3.40 (m, 1 IT), 2.52-2.61 (m, 1 II), 2.40 (s, 3 IT), 2.15-2.26 (m, 2 H), 1.78-1.95 (m, 2 H), 1.50-1.60 (m, 2 H), 1.42 (s, 9 H), 1.20-1.35 (m, 5 H), 0.98-1.05 (m, 3 H); MS (ESi) m/z 484.3 (M+H).

Phenol S4-3 (89 mg, 0.202 mmol, 1 eq) was treated with K2CO3 (41 mg, 0,297 mmol, 1.5 eq), KI (3 mg, 0.018 mmol, 0.1 eq), and «~C ₄ H Br (0.193 mL, .79 mmol, 9 eq) in DMF (2 mL) at 50 °C for 53 h to give product S4-4-S (75 mg, 75%): ¾ NMR (400 MHz, CDCb) δ 7.21-7.43 (m, 6 H), 4.08-4.13 (m, 2 H), 3.69-3.75 (m, 2 H), 3.30-3.36 (m, 1 R), 2.56-2.63 (m ₅ 1 H), 2.40 (s, 3 H), 2.15-2.22 (m, 2 H), 1.75-1.82 (m, 2 H), 1.50-1.55 (m, 2 H), 1.43 (s, 9 H), 1.20-1.27 (m, 3 H) _s 0.97-1.05 (m, 6 H); MS (ESI) m/z 498.3 (M+Ii).

The following compounds were prepared from the corresponding left-hand sides S4-4 and enone S2-3 by using the General Procedures E, A, C and D-l.

Compound S4-7-1 was isolated as a side product along with S4-7-2 in the final step when using S4-4-1 as the left-hand side: ¾ NMR (400 MHz, CD3OD, diliydrochloride salt) δ 7.47-7.51 (m, 1 H), 6.91 (s, 1 H), 4.69-4.76 (m, 1 H), 3.82-3.90 (m, 2 H), 3. 1-3.20 (m, 3 H), 2.90-2.98 (m, 1 H), 2.62-2.67 (m, 1 H), 2.45-2.52 (m, 1 H), 2.20-2.30 (m, 5 H), 1.55-1.62 (m, 1 H), 1.25 (t J = 5.6 Hz, 3 H);

S4-7-2: ⁵ H NMR. (400 MHz, CDsOD, dihydrochloride salt) δ 7.32-7.40 (m, 5 H), 6.98 (s, 1 H), 4.68-4.72 (m, 2 H), 4.47-4.51 (m, 1 H), 3.89 (s, 1 II), 3.67-3.72 (m, 1 H), 2.92-3.11 (m, 4 H), 2.61-2.67 (m, 1 H), 2.45-2.52 (m, 1 H), 2.00-2.25 (m, 5 H), 1.75-1.81 (m, 1 H), 1.55- 1.62 (in, I H), 1.28 (t, J= 5,6 Hz, 3 H); MS (ESI) m/z 590,3 (M+H),

84-7-3: ¾ NMR (400 MHz, CDsOD, dihydrochloride salt) δ 7.09 (s, 1 H), 3.89 (s, 1 H), 3.78-3.88 (m, 2 H), 3.68-3.75 (m, 1 H), 3.32-3.40 (m, 2 H), 3.05-3.22 (m, 3 H), 2.90-2.98 (m, 1 H), 2.53-2.62 (m, 2 H), 2.21-2.40 (m, 5 H) ₅ 1.55-1.64 (m, 1 H), 1.39 (t, J= 5.6 Hz, 3 H); 1.25 (t, J - 5.6 Hz, 3 H); MS (ESI) m z 528.2 (M+H).

S4-7-4: \H NMR (400 MHz, CDsQD, dihydrochloride salt) δ 7.09 (s, 1 H), 3,89 (s, 1 H), 3.79-3.85 (m, 1 H), 3.69-3.75 (m, 1 H), 3.57-3.63 (m, 1 H), 3.32-3.40 (m, 2 H), 3.06-3.22 (m, 3 H), 2.89-2.96 (m, 1 H), 2.55-2.62 (m, 2 H), 2.21-2.40 (m, 6 H), 1.79-1.86 (m, 1 H), 1.55- 1.64 (m, 1 H), 1.23 (t, J= 5.6 Hz, 3 H); 1.05 (t J= 5.6 Hz, 3 H); MS (ESI) m z 542.3 (M+H).

84-7-S: 'H N R (400 MHz, CD3OD, dihydrochloride salt) δ 7.11 (s, 1 H), 3.99-4.06 (m, 1 H), 3.89 (s, 1 H), 3.75-3.82 (m, 1 H), 3.32-3.40 (m, 2 H), 3.02-3.21 (m, 3 H), 2.88-2.94 (m, 1 H), 2.53-2.67 (m, 2 H), 2.20-2.38 (m, 6 H), 1.55-1.65 (m, 1 H), 1.36 (d, J= 7.6 Hz, 3 H), 1.21 (t, J = 6.0 Hz, 3 H); 1.12 (d, J- 7.6 Hz, 3 H); MS (ESI) m/z 542.3 (M+H).

^• j Q

S4-7-6: ¾ NMR (400 MHz, CD3OD, dihydrochloride salt) δ 7.09 (s, 1 H), 3.89 (s, 1 11), 3.73-3.86 (in, 2 H), 3.59-3.65 (m, 1 H), 3.32-3.40 (in, 2 H), 3.06-3.25 (m, 3 11), 2.89-2.96 (m, 1 H), 2.55-2.67 (m, 2 H), 2.21-2.38 (m, 5 H), 1.75-1.83 (m, 2 H), 1.48-1.60 (m, 3 H), 1.24 (t, J= 5.6 Hz, 3 H); 0.98 (t, J ^::: 5.6 Hz, 3 H); MS (ESI) rn/z 556.3 (M+H).

15

Scheme 5

S5-9

The following compounds were prepared per Scheme 5.

To a solution of compound SS-i (1.71 g, 3.50 mmol, 1 eq, prepared per literature procedures: J. Med. Chem., 2013, 56, 81 12-8138) and Pd(PPh ₃ ) (404 mg, 0.35 mmol, 0.1 eq) in toluene (15 mL) was added allyltributyltin (1.29 mL, 4.2 mmol, 1.2 eq) under nitrogen. The resulting reaction mixture was refluxed in a preheated oil bath with a cold water condenser on the top. The reaction turned into a clear solution upon heating. The reaction was heated for 20 h and cooled down to rt. The reaction was eonceniraied by rotovap. The residue was purified by flash column chromatography (50 g silica gel, 1→ 10% EtOAc hexane) to afford the desired product SS-2 (1.55 g, 97%): ¾ NMR (400 MHz, CDCb) δ 7.42-7.33 (m, 7 H), 7.26-7.24 (m, 1 H), 7.05-7.03 (m, 2 H), 6.06-6.00 (m, 1 H), 5.53 (d, J = 3.0 Hz, 1 H), 5.06-4.98 (m, 4 H), 3.71-3.67 (m, 2 H), 3.44 (d, J= 3.0 Hz, 6 H). 2.35 (s, 3 H); MS (ESI) m/z 499.29 (M-H). Compound SS-2 (1.55 g, 3.4 mmol, 1 eq) was dissolved in a premised solution of THF (9.17 niL) and 6 N aq HC1 (0.83 mL). The resulting reaction solution was stirred at room temperature for 1 h. Saturated NaHCCb and EtOAc were added. The organic phase was separated and concentrated by rotovap. The residue was purified by flash column chromatography (50 g silica gel, 1→10% EtOAc/hexane) to afford the desired product SS-3 as a white solid (1.24 g, 90%): ¾ NM (400 MHz, CDCb) δ 10.46 (s, 1 H), 7.41-7.34 (m, 7 H), 7.27-7.24 (m, 1 H), 7.05-7.03 (m, 2 H), 6.05-5.96 (m, 1 H), 5.06-5.03 (m, 1 H), 4.9S (s, 2 H), 4.98-4.91 (m, 1 H), 3.87-3.86 (m, 2 H), 2.40 (d, J = 2.4 Hz, 3 H); MS (ESI) m z 403.27 (M- H).

To a mixture of compound SS-3 (702 mg, 1.74 mmol, 1 eq) and A-all lglycine-HCl (439 mg, 2.89 mmol, 1.7 eq) was added DMF (8 mL) under nitrogen, followed by TEA (408 uL, 2.89 mmol, 1.7 eq). The resulting reaction mixture was stirred at 80 °C for 1 h 45 mm, and cooled to rt. The resulting reaction mixture was then partitioned between EtOAc and water. The organic phase was separated, washed with brine, and concentrated under reduced pressure. Flash chromatography on silica gel using 10%→40% EtOAc hexanes yielded the desired product S5- -1 as a white solid (650 mg, 82%): ^! H NMR (400 MHz, CDCb) J 7.41-7.34 (m, 7 H), 7.26-7.22 (m, 1 H), 7.07-7.04 (m, 2 H), 6.01-5.97 (m, 1 H), 5.26-5.14 (m, 2 H), 5.01 (s, 2 H), 4.30 (br s, 1 H), 3.79 (br s, 1 H), 3.21 -3.09 (m, 4 H), 2.87 (br d, J= 15.9 Hz, 1 H), 2.52 (br s, 1 H), 2.35 (s, 3 H), 2.13 (br s, 1 H), 1.66 (br s, 1 H); MS (ESI) m/z 458.30 (M+H).

To a mixture of compound SS~3 (290 mg, 0.72 mmol, 1 eq) and sarcosine (76 mg, 0.86 mmol, 1.2 eq) was added DMF (3 mL) under nitrogen. The resulting reaction mixture was stirred at 80 °C for 2 h 30 min, and cooled to rt. The resulting reaction mixture was then partitioned between EtOAc and water. The organic phase was separated, washed with brine, and concentrated under reduced pressure. Flash chromatography on silica gel using 10%→100% EtGAc/hexanes yielded the desired product S5-4-2 as a white solid (250 nig. 81%): ¾NM (400 MHz, CDCb) 57.41 -7.34 (m, 7 H), 7.26-7.22 (m, 1 H), 7.06-7.04 (m, 2 H), 5.04, 5.00 (ABq, J= 11.0 Hz, 2 H), 4.09 (br s, 1 H), 3.24-3.12 (m, 3 H), 2.88 (br d, J= 12.8 Hz, 1 H), 2.64 (s, 3 H), 2.56 (br s, 1 II), 2.35 (d, J = 1.8 Hz, 3 IT), 2.21-2.12 (m, 1 H), 1.76- 1.69 (m, 1 IT); MS (ESI) m/z 432.24 (M+H).

To a mixture of compound SS-3 (575 mg, 1.42 mmol, 1 eq) and N-benzylglycine-HCl (344 mg, 1.71 mmol, 1.2 eq) was added DMF (6 mL) under nitrogen, followed by TEA (302 μΤ, 2.13 mmol, .5 eq). The resulting reaction mixture was stirred at §0 °C for 2 h 30 mm, and cooled to rt. The resulting reaction mixture was then partitioned between EtOAc and water. The organic phase was separated, washed with brine, and concentrated under reduced pressure. Flash chromatography on silica gel using 1%→20% EtOAc/hexanes yielded the desired product SS-4-3 as a white solid (600 mg, 83%): ¾ NMR (400 MHz, CDCb) £7.42-7.30 (m, 12 IT), 7.26-7.22 (m, 1 II), 7.08-7.05 (m, 2 XT), 5.03 (s, 2 IT), 4.39 (br s, 2 H), 3.63-3.61 (m, 1 H). 3.16-3.12 (m, 2 H), 2.89-2.86 (m, 2 H), 2.44-2.42 (m, 1 H), 2.38 (d, J = 1.8 Hz, 3 H), 2.08 (br s, 1 H), 1.60-1.56 (m, 1 H); (M+H).

Compound S5~6~l was prepared from S5-4-1. (650 mg, 1.42 mmol, 1 eq) and C-4 dimethylamino enone SS~S (690 mg, 1.42 mmol, 1 eq) by using General Procedure E. Product SS-S-i (957 mg, a mixture of diastereomers, 80%): ¾ NMR (400 MHz, CDCb) δ 16.08 (s, 0.5 H), 16.05 (s, 0.5 H), 7.50-7.48 (m, 2 H), 7.41-7.30 (m, 8 H), 6.02-5.94 (m, 1 H), 5.36 (s, 2 H), 5,22 (br d, jr = 16.5 Hz, 1 H), 5.14 (br d, J = 9.2 Hz, 1 H), 4.93-4.85 (m, 2 H), 4.33-4.26 (m, 1 H), 3.98-3.94 (m, 1 H), 3.84-3.76 (m, 1 H), 3.26-3.22 (m, 2 H), 3.06-2.92 (m 4 H), 2.80- 2.65 (m, 1 H), 2.56-2.41 (m, 9 IT), 2.14-2.10 (m, 2 H), 1.70-1.49 (m, 1 H), 0.82 (s, 4.5 H), 0.81 (s, 4.5 H), 0.27 (s, 3 H), 0.12 (s, 3 H); MS (ESI) m/z 846.62 (M+H).

Compound SS-6-2 was prepared from S5-4-2 (250 mg, 0.58 mmol, I eq) and C-4 diallylamino enone S2-3 (310 mg, 0.58 mmol, 1 eq) by using General Procedure E. Product SS-6-2 (421 mg, a mixture of diastereomere, 83%): ¾ NMR (4Θ0 MHz, CDCb) δ 15.84 (br s,

1 H), 7.41-7.39 (rn, 2 H), 7.29-7.23 (m, 8 H), 5.75-5.65 (m, 1 H), 5.26 (s, 2 H), 5.13-5.09 (m,

2 H), 5.02-5.00 (m, 2 H), 4.82-4.68 (m, 2 H), 3.97-3.95 (m, 1 H), 3.24-2.88 (m, 10 H), 2.55- 2.34 (m, 7 H), 2.09-2.01 (m, 2 H), 0.71 (s, 4.5 H), 0.69 (§, 4.5 H), 0.16 (s, 1.5 H), 0.15 (s, 1.5 H), 0.00 (s, 3 H); MS (ESI) m/z 872.56 (M+H).

Compound SS-6-3 was prepared from 85-4-3 (600 mg, 1.18 mmol, 1 eq) and C~4 diallylamino enone S2-3 (631 mg, 1.18 mmol, 1 eq) by using General Procedure E. Diastereomer B (SS-6-3B, 405 mg, 36%) of product SS-6-3 was isolated by flash column chromatography. Bui diastereomer A (S5-6-3A, 570 mg, 51 %) was mixed with a small amount of diastereomer. SS-6-3A: ¾ NMR (400 MHz, CDCb) 16.03 (s, 1 H), 7.53-7.51 (m, 2 H), 7.51-7.31 (m ₅ 12 H), 7.28-7.24 (m, 1 H), 5.88-5.78 (in, 2 H), 5.39 (s, 2 IT), 5.24 (d, J = 17.1 Hz, 2 H), 5.14 (d, J= 9.8 Hz, 2 H), 4.89-4.82 (m, 2 H), 4.46-4.40 (m, 2 H), 4.11 (d, J = 10.4 Hz, 1 H), 3.67 (d, J= 12.8 Hz, 1 H), 3.36-3.33 (m, 2 H), 3.27-3.21 (m, 3 H), 3.10-3.02 (m, 3 H), 2.85-2.83 (m, 1 H), 2.72-2.43 (m, 4 H), 2.16 (d, J = 14.0 Hz, 1 H), 2.05-2.02 (m, 1 H), 1.58-1.45 (m, 2 H), 0.85 (s, 9 H), 0.28 (s, 3 H), 0.14 (s, 3 H). S5-6-3B: ⁵ H NMR (400 MHz, CDCb) J 16.03 (s, 1 H), 7.53-7.51 (m, 2 H), 7.43-7.30 (m, 12 H), 7.26-7.24 (m, 1 H), 5.88- 5.78 (m, 2 H), 5.39 (s, 2 H), 5.24 (d, J = 17.1 Hz, 2 H), 5.17 (d, J = 9.8 Hz, 2 H), 4.91, 4.87 (ABq, y= 11.0 Hz, 2 H), 4.13 (d, J= 9.8 Hz, 1 H), 3.68 (br d, J= 12.2 Hz, 1 H), 3.39-3,19 (m, 5 H), 3.02-2.78 (m, 4 H), 2.67-2.63 (m, 1 H), 2.58-2.54 (m, 1 IT), 2.51-2.43 (m, 2 H), 2.17 (br d, J= 14.6 Hz, 1 H), 2.10-2.05 (m, 1 H), 1.58-1.55 (m, 2 H), 0.83 (s, 9 H), 0.28 (s, 3 H), 0.13 (s, 3 H); MS (ESI) m/z 948.56 (M+H).

Compound SS-7 was prepared from 55-6-1 (205 mg, 0,24 mmol, 1 eq) by using General Procedure A (168 mg, a mixture of diastereomers, 86%): ¾ NMR. (400 MHz, CDCb) 7.66- 7.61 (m, 1 H), 7.53-7.44 (m, 3 H), 7.38-7.32 (m, 6 H), 5.36 (s, 2 H), 4.98-4.82 (m, 3 H), 3.95 (d, J = 10.4 Hz, 1 H), 3.25-3.22 (m, ί H), 3.14-3.00 (m, 4 H), 2.77-2.65 (m, 2 H), 2.56-2.37 (m, 9 H), 2.13 (br d, J = 14.6 Hz, 1 H), 1.98-1.95 (m, 1 H), 1.56-1.44 (m, 1 II), 0.82 (s, 4.5 H), 0.81 (s, 4.5 H), 0.2 (M+H).

Compounds S5-8-1 and S5-S-2 were prepared from SS-6-2 (377 mg, 0,43 mmol. 1 eq) by using General Procedure A. SS-8-1 (1 8 mg, a mixture of diastereomers, 58%): MS (ESI) m/z 792.46 (M+H). S5-8-2 (58 mg, a mixture of diastereomers, 16%): MS (ESI) m/z 832.49 (M+H).

Compound SS-9-i was prepared from SS-7 (42 nig, 0.052 mmol, 1 eq) by using General Procedures C and D-1, The two diastereomers of SS-9-1 were separated by preparative reverse phase HPLC. S5-9-1A: ³ H NMR (400 MHz, CD3OD, diisydrochloride salt) δ 5.36 (d, J = 8.8 Hz, 1 H), 4.11 (s, 1 H), 3.50-3.45 (m, 1 H), 3.36-3.33 (m, 2 H), 3.27-3.18 (m, 2 H), 3.12-2.89 (m, 9 H), 2.50-2,42 (m, 1 H), 2.34-2,22 (m, 2 H), 1.86-1.77 (m, 1 H), 1.68-1.58 (m, 1 H). SS~ 9-1B: ¾ NMR (400 MHz, CD3OD, dihydrochloride salt) ^ 5.36 (d, J= 8.8 Hz, 1 H), 4.11 (s, 1 H), 3.51-3.43 (m, 1 H), 3.37-3.33 (m, 2 H), 3.27-3.17 (m, 2 H), 3.12-2.87 (m, 9 H), 2.50-2.42 (m, 1 H), 2.34-2.22 (m, 2 H), 1.86-1.77 (m, 1 H), 1.68-1.58 (m, 1 H); MS (ESI) m/z 514.32 (M+H).

Compound 8S-9-2 was prepared from SS-7 (21 mg, 0,026 mmol, 1 eq) and HCHO by using General Procedures B-l, C and D~l , The two diastereomers of SS-9-2 were separated by preparative reverse phase BPLC. SS-9-2A: 'HNMR (400 MHz, CDsOD, dihydrochloride salt) £5.22 (d, J= 8.8 Hz, 1 H), 4.11 (s, 1 H), 3.72-3.68 (m, 1 H), 3.61-3.57 (m, 1 H), 3.36-3.30 (m, 1 H), 3.24-3.18 (m, 5 H), 3.13-3.05 (m, 4 H), 3.00-2.92 (in, 5 H), 2.6Θ-2.56 (m, 1 H), 2.37-2.24 (m, 2 H), 1.85-1.75 (m, 1 H), 1.69-1.60 (m, 1 H). S5-9-2B: ¾ NMR (400 MHz, CD3OD, dihydrochloride salt) £5.21 (d, J= 8.4 Hz, 1 H), 4.11 (s, i H), 3.72-3.68 (m ₅ i II), 3.61-3.57 (m, 1 H), 3.35-3.30 (m, 1 H), 3.26-3.20 (m, 5 H), 3.13-3.05 (m, 4 H), 3.01-2.89 (m, 5 H), 2.62- 2.55 (m, 1 H), 2.36-2.23 (m ₅ 2 H), 1.854.79 (m, 1 H), 1.69-1.59 (m, 1 H); MS (ESI) m/∑ 528.27 (M+H).

Compound SS-9-3 was prepared from SS-7 (42 mg. 0.052 mmol, 1 eq) and CH3CHO by using General Procedures B-l, C and D~l. The two diastereomers of SS-9-3 were separated by preparative reverse phase HPLC. SS-9-3A: ¾ NMR (400 MHz, CD3OD, dihydrochloride salt) 35.29 (d, J = 8.8 Hz, 1 H), 4.13 (s, 1 H), 3.86-3.77 (m, 1 H), 3.74-3.69 (m, 1 H), 3.58- 3.53 (m, 1 H), 3.42-3.37 (m, 1 H), 3.28-2.92 (m, 12 H), 2.60-2.52 (m, 1 H), 2.36-2.25 (m, 2 H), 1.85-1.75 (m, 1 H), 1.69-1.59 (m, 1 H), 1.42 (t, J= 7.2 Hz, 3 H). SS-9-3B: ¾ NMR (400 MHz, CD3OD, dihydrochloride salt) 5.27 (d, J= 8.8 Hz, 1 H), 4.12 (s, 1 H), 3.85-3.78 (m, 1 II), 3.75-3.70 (m, 1 H), 3.57-3.54 (m, 1 ΙΓ), 3.42-3.37 (m, 1 II), 3.28-3.19 (m, 2 ΙΓ), 3.14-2.90 (m, 10 H), 2.60-2.52 (m, 1 H), 2.34-2.25 (in, 2 H), 1.86-1.76 (m, 1 H), 1.68-1.59 (m, 1 H), 1.44 (t, 7 = 7.6 Hz, 3 H); MS (ESI) m/z 542.37 (M+H).

Compound S5-9-4 was prepared from S5-6-1 (46 mg, 0.054 mmol, 1 eq) by using General Procedures C and D-2. The two diastersomers of SS-9-4 were separated by preparative reverse phase HPLC. S5-9-4A: ³ H NMR (400 MHz, CDsOD, dihydrochloride salt) 5.30 (d, J = 8.4 Hz, 1 H), 4.13 (s, 1 H), 3.74-3.62 (m, 2 H), 3.57-3.53 (m, 1 H), 3,39-3.29 (m, 1 H), 3.24-3.17 (m, 2 H), 3.12-2.92 (m, 10 11), 2.60-2.53 (m, 1 H), 2.36-2.25 (m, 2 H), 1.88-1.76 (m, 3 H), 1.69-1.59 (m, 1 H), 1.06 (t, J = 7.2 Hz, 3 H). SS-9-4B: ¾ NMR (400 MHz, CD3OD, dihydrochloride salt) S5.2 (d, J= 8.4 Hz, 1 H), 4.11 (s, 1 H), 3.74-3.61 (m, 2 H), 3.56-3.53 (m, 1 H), 3.34-3.29 (m, 1 H), 3.27-3.18 (m, 2 H), 3.12-2.92 (m, 10 H), 2.59-2.53 (m, 1 H), 2.32-2.25 (m, 2 H), 1.88-1.76 (m, 3 H), 1.67-1.57 (m, 1 II), 1.06 (t, J= 7.6 Hz, 3 H); MS (ESI) 556.33 (M+H).

Compound S5-9-5 was prepared from SS-7 (42 nig, 0.052 mmol, 1 eq) and PliCHO by using General Procedures B-l, C and D-ί. The two diastereomers of S5-9-S were separated by preparative reverse phase HPLC. SS-9-SA: ¾ NMR. (400 MHz, CD3OD, dihydrochloride salt) 7.56-7.53 (m, 2 H), 7.50-7.49 (m, 3 H), 5.44 (d, J= 8,8 Hz, 1 H), 4.94 (d, J= 13.2 Hz, 1 R% 4.48 (d, J= 13.2 Hz, 1 H), 4.10 (s, 1 H), 3.61-3.57 (m, 1 H), 3.44-3.42 (m, 1 H), 3.34-3.30 (m, 2 H), 3.28-2.91 (in, 10 H), 2.58-2.52 (m, 1 H), 2.40-2.23 (m, 2 H), 1.76-1.64 (m, 2 H). S5-9- 5B: ^! H NMR (400 MHz, CD3OD, dihydrochloride salt) 57.58-7.56 (m, 2 H), 7.51-7.49 (m, 3 H), 5.43 (d, J = 8.8 Hz, 1 H), 4.94 (d, J= 13.2 Hz, 1 H), 4.51 (d, J= 13.2 Hz, 1 H), 4.13 (s, 1 H), 3.62-3.58 (m, 1 H), 3.47-3.41 (m, 1 H), 3.34-3.20 (m, 3 H), 3.15-2.91 (m, 9 H), 2.58-2.52 (m, 1 H), 2.37-2.2 -1.64 (m, 2 H); MS (ESI) m r 604.41 (M+H).

Compounds SS-9-6 and S5-9-7 were prepared from S5-6-2 (44 mg, 0.050 mmol, 1 eq) by using General Procedures C and B~2. The two diastereomers of SS-9-6 were separated by preparative reverse phase HPLC, while S5-9-7 was isolated as a mixture of diastereomers. SS~ 9-6A: ¾ ΝΜ (400 MHz, CD3OD, dihydrocMoride salt) £5.21 (d, J= 9.2 Hz, 1 H), 3.88 (s, 1 H), 3.70-3.66 (m, 1 H), 3.60-3.57 (m, 1 H), 3.34-3.29 (m, 2 H), 3.26-3.16 (m, 6 H), 3.04-2.98 (m, 1 H), 2,94-2.85 (m, 2 H), 2.61-2.54 (m, 1 H), 2.35-2.22 (m, 2 H), 1.83-1.72 (m, 3 H), 1.61- 1.51 (m, 1 H), 1.02 (t, J= 7,1 Hz, 3 II). S5-9-6B: ^l H MR (400 MHz, CD3OD, dihydrochloride salt) 5.21 (d, J = 8.7 Hz, 1 H), 3.89 (s, 1 H), 3.72-3.68 (m, 1 H), 3.61-3.57 (m, 1 H), 3.55- 3.29 (m, 2 H), 3.26-3.19 (m, 6 H), 3.06-2.98 (m, 1 H), 2.93-2.87 (m, 2 H), 2.61-2.55 (m, 1 H), 2,34-2.22 (m, 2 H), 1.85-1.73 (m, 3 H), 1,61-1.52 (m, 1 H), 1.03 (t, J= 7.3 Hz, 3 H); MS (ESI) m z 542.30 (M+H).

SS-9-7: Ή NMR (400 MHz, CD3OD, dihydrochloride salt, a mixture of diastereomers) £5.23-5.20 (m, 1 H), 4.23 (s, 1 H), 3.73-3.68 (m, 1 H), 3.61-3.57 (m, 1 H), 3.51-3.47 (m, 1 H), 3.38-3.33 (m, 2 H), 3.26-3.20 (m, 7 H), 3.10-3.04 (m, 1 H), 2.99-2.89 (m, 3 H), 2.36-2.22 (m,

2 H), 1.86-1.76 (m, 5 H), 1.69-1.59 (m, 1 H), 1.05-0.98 (m, 6 H); MS (ESI) i« z 584.3 (M+H).

Compounds S5-9-8B was prepared from S5-6-3B (20 mg, 0.021 mmol, 1 eq) by using General Procedures C and D-2: ¾ NMR (400 MHz, CD3OD, dihydrochloride salt) £ 5.34 (d, J = 8.8 Hz, 1 H), 3.88 (s, 1 H), 3.48-3.43 (in, 1 H), 3.35-3.32 (m, 3 H), 3.26-3.16 (m, 3 H), 3.05-2.96 (m, 1 H), 2.93-2.85 (m, 2 H), 2.49-2.41 (in, 1 H), 2.32-2.21 (m, 2 H), 1.85-1.72 (m, 3 H), 1.60-1.51 (m, 1 H), 1.02 (t, J= 7.2 Hz, 3 H); MS (ESI) m/z 528.29 (M+H).

Compound S5-9-9 was prepared from S5-8-2 (58 mg, 0.07 mmol, 1 eq) and HCHO by using General Procedures B-l and A. Half of the material was processed per General Procedures C and D-1 to give product 85-9-9. The two diastereomers of S5-9-9 were separated by preparative reverse phase HPLC. SS-9-9A: ¾ NMR (400 MHz, CD3OD, dihydrochloride salt) £ 5.21 (d, J = 8.8 Hz, 1 H), 3.82 (s, 1 H), 3.71-3.67 (m, 1 H), 3.63-3.56 (m, 1 H), 3.35- 3.31 (m, 1 H), 3.23-3.16 (m, 5 H), 3.06-2.91 (m, 5 H), 2.83-2.80 (m, 1 H), 2.61-2.55 (m, 1 H), 2.35-2.28 (m, 1 H), 2.25-2.21 (m, 1 H), 1.84-1.74 (m, 1 H), 1.62-1.52 (m, 1 H). SS-9-9B: ¾ NMR (400 MHz, CD3OD, dihydrochloride salt) £5.20 (d, J= 8.8 Hz, 1 H), 3.81 (s, 1 H), 3.72- 3.68 (m, 1 H), 3.61-3.56 (m, 1 H), 3.35-3.30 (m, 1 H), 3.26-3.18 (m, 5 H), 3.06-2.97 (m, 1 H), 2,95-2.89 (m, 4 H), 2.83-2.76 (m, 1 H), 2.62-2.55 (m, 1 H), 2.36-2.28 (m, 1 H), 2.25-2.20 (m, 1 H , 1.85-1.75 (m, 1 H), 1.63-1. m/z 514.27 (M+H),

Compound SS-9-10 was prepared from S5-8-I (30 mg, 0.38 mmol, 1 eq) by using

General Procedures C and D-l to give product SS-9-10. The two diastereomers of SS-9-10 were separated by preparative reverse phase HPLC. SS-9-10A: *H NMR (400 MHz, CD3OD, dihydrocMoride salt) <?5.22 (d, J= 8.8 Hz, 1 H), 3.89 (s, i H), 3.72-3.67 (m, 1 H), 3.62-3.57 (m, 1 H), 3.35-3.28 (m, 1 H), 3.23-3.17 (m, 5 H), 3.04-2.91 (m, 2 H)„ 2.72-2.65 (m, 1 H), 2.62- 2.55 (m, 1 H), 2.37-2.30 (m ₅ 1 H), 2.28-2.23 (m, 1 H), 1.84-1.77 (m, 1 H), 1.64-1.54 (m, 1 H). SS-9-10B: ¾ NMR (400 MHz, CD3OD, diliydrochloride salt) 35.21 (d, J= 9,2 Hz, 1 H), 3.90 (s, 1 H), 3.72-3,68 (m, 1 H), 3.62-3.57 (m, 1 H), 3.35-3.29 (m, 1 H), 3.25-3.19 (m ₅ 5 H), 3.04- 2.96 (m, 1 H), 2.93-2.87 (m, 1 H), 2.69-2.65 (m, 1 H), 2,62-2.55 (m, 1 H), 2.36-2.23 (m, 2 H), 1.86-1.76 (m, 1 H), 1.64-1.54 (m, 1 H); MS (ESI) w z 500.26 (M+H).

Compound S5-9-11 was prepared from SS-8-1 and CH3CHO by using General Procedures B~l, C and D-l. to give product SS-9-11. The two diastereomers of SS-9-11 were separated by preparative reverse phase HPLC. SS~9~11A: ^l H NMR (400 MHz, CD3OD, dihydrocMoride salt) £5.22 (d, J= 8.4 Hz, 1 H), 3.88 (s, 1 H), 3.71-3.68 (m, 1 H), 3.62-3.57 (m, 1 H), 3.46-3.39 (m, 1 H), 3.38-3.28 (m, 2 H), 3.23-3.17 (m, 5 H), 3.05-2.99 (m, 1 H), 2.96- 2.91 (m, 1 H), 2.87-2.83 (m, 1 H), 2.62-2.55 (m, 1 H), 2.36-2.23 (m, 2 H), 1.84-1.74 (m, 1 H), 1.62-1.52 (m, 1 H), 1.36 (t, J = 7.2 Hz, 3 H). SS-9~11 : ¾ NMR (400 MHz, CDsOD, dihydrocMoride salt) £5.21 (d, J= 8.4 Hz, 1 H), 3.88 (s, 1 H), 3.72-3.68 (m, 1 H), 3.64-3.55 (m, 1 H), 3.48-3.41 (m, 1 H), 3.38-3.28 (m, 2 H), 3.26-3.18 (m, 5 H), 3.07-2.99 (m, 1 H), 2.96- 2.84 (m, 2 H), 2.62-2.55 (m, 1 H), 2.36-2.22 (m, 2 H), 1.84-1.74 (m, 1 H), 1.66-1.52 (m, 1 H), 1.36 (t, = 7.2 Hz, 3 H); MS (ESI) m/z 528.23 (M+H).

Compound SS-9-12 was prepared from SS-8-ί and CH3CHO by using General Procedures B-l, and B-l again with HCHO followed by General Procedures C and D-l to give product SS-9-12. The two diastereomers of SS-9-12 were separated by preparative reverse phase HPLC, S5-9-12A: ¾ NMR (400 MHz, CD3OD, dihydrochloride salt) δ 5.22 (d, J = 8.8 Hz, 1 H), 4.23 (s, 0.5 H), 4.14 (s, 0.5 H), 3.71-3.67 (m, 1 H), 3.61-3.56 (m, 1 H), 3.50-3.46 (m, 1 H), 3.35-3.30 (m, 2 H), 3.24-3.17 (m, 5 H), 3.10-3.02 (m, 2.5 H), 2.95-2.91 (m, 3.5 H), 2.62- 2.55 (m, 1 H), 2.36-2.22 (m, 2 H), 1.84-1.74 (m, 1 IT), 1.67-1.58 (m, 1 IT), 1.43-1.39 (m, 3 H). S5-9-12B: ¾ NMR (400 MHz, CD3OD, ^hydrochloride salt) 5.21 (d, J= 8,8 Hz, 1 H), 4.23 (s, 0.5 H), 4.14 (s, 0.5 H), 3.73-3.68 (m, 1 H), 3.62-3.57 (m, 1 H), 3.52-3.47 (m, 1 H), 3.38- 3.30 (in, 2 H), 3.26-3.20 (m, 5 H), 3.09-2.88 (m, 6 H), 2.61-2.57 (m, 1 H), 2.36-2.22 (m, 2 H), 1.85-1.75 (m, 1 H), 1.67-1.58 (m, 1 H), 1.44-1.39 (m, 3 H); MS (ESI) m/z 542.30 (M+H).

Compound SS-9-13 was prepared from SS-8-1 and CH3CHO by using General Procedures B-l, C and D-l to give product SS-9-13. The two diastereomers of SS-9-13 were separated by preparative reverse phase HPLC. S5-9-13A: ¾ NMR (400 MHz, CD3OD, dihydrochloride salt) «55.22 (d, J= 9.2 Hz, 1 H), 4.25 (s, 1 H), 3.72-3.67 (m, 1 H), 3.62-3.54 (m, 2 H), 3.48-3.43 (m, 2 H), 3.35-3.28 (m, 2 H), 3.25-3.17 (m, 5 H), 3.09-3.02 (m, 1 H), 2.94- 2.90 (m, 1 H), 2.62-2.54 (m, 1 H), 2.36-2.26 (m, 2 H), 1.84-1.75 (m, 1 H), 1.69-1.59 (m, 1 H), 1.41 (t, J= 7.2 Hz, 6 H). S5-9-13B: ¾ NMR (400 MHz, CD3OD, dihydrochloride salt) δ 5.21 (d, J- 9.2 Hz, 1 H), 4.25 (s, 1 IT), 3.73-3.68 (m, 1 H), 3.63-3.55 (m, 2 H), 3.50-3.42 (m, 2 H), 3.36-3.28 (m, 2 H), 3.25-3.19 (m, 5 H), 3.12-3.02 (m, 1 H), 2.95-2.89 (m, 1 H), 2.62-2.54 (m, 1 H), 2.34-2.23 (m, 2 H), 1.85- .75 (m, 1 H), 1.68-1.59 (m, 1 H), .41 (i, ,/= 7.2 Hz, 6 H); MS (ESI) m/z 556.29 (M+H).

Scheme 6

The following compounds 6.

Compound S6-2 was prepared from compound S6-1 (prepared per literature procedures mcluding WO2011/025982 A2) and diallylenone S2-3 by using General Procedure E:

¾ NMR (400 MHz, CDCfa) δ 15.91 (s, 1 H), 7.65 (d, J = 9.2 Hz, I H), 7.51-7.44 (m, 4 H), 7.40-7.27 (m, 6 H), 6.93 (d, J= 9.2 Hz, 1 H), 5.85-5.75 (m, 2 H), 5.36 (s ₅ 2 H), 5.30-5.19 (m, 4 H), 5.11 (d, J= 10.0 Hz, 2 H), 4.09 (d, J ^■■ 10.4 Hz, 1 H), 3.35-3.32 (m, 2 IT), 3.22-3.12 (m, 3 H), 2.96-2.92 (m, 2 I ), 2.52-2.45 (m, 2 H), 2.14-2.10 (m, 1 H), 0.82 (s, 9 H), 0.28 (s, 3 H), 0.14 (s, 3 H); MS (ESI)

Compounds S6-3 and S6-4 were prepared from compound S6-2 by using General Procedure A. S6~3: ¾ NMR (400 MHz, CDCb) δ 16.41 (s, 1 H), 7.64 (d, J = 9.2 Hz, 1 H), 7.52-7.46 (m, 4 H), 7.42-7.30 (m, 6 H), 6.95 (d, J = 9.2 Hz, 1 H), 5.45, 5.35 (ABq, J - 12.0 Hz, 2 H), 5.31, 5.24 (ABq, J= 12.8 Hz, 2 H), 4.00 ( r s, 1 H), 3.07-3.03 (m, 1 H), 2.88-2.79 (m, 1 H), 2.69-2.66 (m, 1 H), 2.42 (t J = 15.2 Hz, 1 H), 2.17-2.12 (m, 1 H), 1.47-1.38 (m, 1 H), 0.74 (s, 9 H), 0.23 (s, 3 H), 0.10 (s, 3 H); MS (ESI) m/z 747.50 (M+H). S6-4: MS (ESi) m/z 787.55 (M+H).

Compomid S6-6-I was prepared from compound S6-3 by using General Procedures C and D~2: ¾ NM . (400 MHz, CDsOD, hydrochloride salt) 37.75 (d, 9.2 Hz, 1 H), 6.95 (d, J = 9,2 Hz, 1 H), 3.90 (br s, 1 H), 3.22-3.17 (m, 1 H), 3.04-2.96 (m, 1 H), 2.63 (dt, J = 12.4, 2.0 Hz, 1 H), 2.54 (t, J= 14.8 Hz, 1 H), 2.22 (ddd, J = 13.2, 4.8, 2.0 Hz, 1 H), 1.63-1.54 (m, 1 H); MS (ESI) iw z 455.

Compounds S&-S-2 and S6-6-3 were prepared from compound S6-4 with HCHO by using General Procedures B-1, C and D-2. §6-6-2: ^l R NMR (400 MHz, CD3OD, hydrochloride salt) δ 7.75 (d, J= 9.2 Hz, 1 H), 6.94 (d, J = 9.2 Hz, 1 H), 3.83 (br s, 1 II), 3.19-3.15 (m, 1 H), .3.06-2.98 (m, 1 H), 2.91 (s, 3 H), 2,82-2.79 (m, 1 H), 2.51 (t, J= 14.8 Hz, 1 H), 2.20 (ddd, /= 13.2, 5.2, 2.4 Hz, 1 H), 1.60-1.51 (m, 1 H); MS (ESI) m z 469.30 (M+H). S6-6-3: Ή NMR (400 MHz, CD3OD, hydrochloride salt) δ 7.77 (d, J= 9.2 Hz, 1 H), 6.95 (d, J= 9.2 Hz, 1 H), 4.22 (br s, 0.5 H), 4.14 (br s, 0.5 H), 3.40-3.29 (si, 1 H), 3.22-2.94 (m, 7 H), 2.53 (t, = 14.8 Hz, 1 H), 2.26-2.19 (m, 1 H), 1.88-1.75 (m, 2 H), 1.70-1.59 (m, 1 H), 1.06-0.98 (m, 3 H); MS (ESI) m/z 51.1.36 (M+

Compounds S6-6-4 and S6-6-S were prepared from compound S6~2 by using General Procedures C and D-2, S6-6-4: ^l ¥L NMR (400 MHz, CD3OD, hydrochloride salt) δ 7.75 (d, J = 9.2 Hz, 1 H), 6.93 (d, J = 9.2 Hz, 1 H), 3.90 (s, 1 H), 3.34-3.15 (m, 3 H), 3.06-2.97 (m, 1 H), 2.87 (d, ./ = 12,4 Hz, I H), 2.50 (t, J= 14.8 Hz, 1 H), 2.21 (ddd, J = 14.0, 5.2, 2.8 Hz, 1 H), 1.82-1.73 (m, 2 H), 1.60-1.50 (m, 1 H), 1.02 (t, J= 7.2 Hz, 3 H); MS (ESI) m z 497.29 (M+H). S6-6-5: ^! HNM (400 MHz, CD3OD, hydrochloride salt) δ 7,77 (d, J= 9,2 Hz, 1 H), 6.96 (d, J = 9.2 Hz, 1 H), 4.24 (s, 1 H), 3.51-3.46 (m, 1 H), 3.41-3.26 (m, 2 H), 3.23-3.03 (m, 3 H), 2.95-2.92 (m, 1 H , 2.54 (L J= 14.8 Hz, 1 H), 2.20 (ddd, J= 13.2, 4.4, 2.4 Hz, 1 H), 1.89-1.79 (m, 4 H), 1.68-1.59 (m, 1 H), 1.03 (t, /== 7.2 Hz, 3 H), 0.99 (t, J = 7.2 Hz, 3 H); MS (ESI) m/z 539.38 (M+H).

Compound S6-6-6 was prepared from compound 86-3 with CE CHO by using General

Procedures B-1 (at 0 °C), C and D~2: ^l H NMR (400 MHz, CD ₃ OD, hydrochloride salt) δ 7.75 (d, /= 9.2 Hz, 1 H), 6.94 (d, J - 9.2 Hz, 1 H), 3.88 (s, 1 H), 3.47-3.39 (m, 1 H), 3.37-3.29 (m, 1 II), 3.19-3.15 (m, 1 H), 3.05-2.97 (m, 1 H), 2.84 (d, J= 12.4 Hz, 1 II), 2.51 (t, J= 14.8 Hz, 1 H), 2.21 (ddd, J= 13.6, 4.8, 2.4 Hz, 1 H), 1.60-1.51 (m, 1 H), 1.36 (t, J = 7.6 Hz, 3 H); MS (ESI) m/z 483.29 (M+H).

Compound S6-6-7 was prepared from compound S6-3 with CH3CHO by using General Procedures B-1 (at 0 °C), then B-1 again with HCHO, C and D~2: ¾ NMR. (400 MHz, CD3OD, hydrochloride salt) δ 7.76 (d, J = 9.2 Hz, 1 H), 6.95 (d, J = 9.2 Hz, 1 H), 4.25 (br s, 0.5 H), 4.16 (br s, 0.5 H), 3.52-3.43 (m, 1 H), 3.39-3.31. (m, 1 H), 3.22-3.18 (m, 5 H), 2.53 (t J= 14.8 Hz, 1 II), 2.27-2.20 (m, 1 H), 1.70-1.58 (m, 1 H), 1.43-1.36 (m, 3 H); MS (ESI) m/z 497.32 (M+H).

Compound S6-6-S was prepared from compound S6~3 with CH3CHO by using General Procedures B-1, C and B-2: ¾ NMR (400 MHz, CDaOD, hydrochloride salt) δ 7.76 (d, J = 9.2 Hz, 1 H), 6.95 (d, J= 9.2 Hz, 1 H), 4.27 (s, 1 H), 3.64-3.55 (m, 1 H), 3.46 (q, J= 7.6 Hz, 2 H), 3.36-3.29 (m, 1 H), 3.22-3.17 (m, 1 H), 3.11-3.03 (m, 1 H), 2.93-2.90 (m, 1 H), 2.53 (t, J = 14,8 Hz, 1 H), 2.22 (ddd, J= 13.6, 5.2, 2.8 Hz, 1 H), 1.68-1.59 (m, 1 H), 1.41 (t, J

3 H), 1.40 (t, J~ 7.2 Hz, 3 H); MS (ESI) ra/z 511.34 (M+H).

Compound S6-6-9 was prepared from compound S6-3 with AcaO by using General Procedures B~2, C and J>~2: ¾ NMR (400 MHz, CDsOD) δ 7.74 (d, J= 9.2 Hz, 1 H), 6.92 (d, J= 9.2 Hz, 1 H), 4.69 (d, J= 6.4 Hz, 1 H), 3.14-3.10 (m, 1 H), 3.04-2.96 (m, 1 H), 2,72 (t, J= 14.8 Hz, 1 H), 2.47-2.42 (m, 1 H), 2.39-2.33 (m, 1 H), 2.03 (s, 3 H), 1.62-1.55 (m, 1 H); MS (ESI) m z 497.29 (M+H).

Compound S6-6-1C) was prepared from compound 86-3 with Ms ₂ 0 by using General Procedures B-2, C and D-2: ¾ NM (400 MHz, CD3OD) δ 7.73 (d, J= 9.2 Hz, 1 H), 6.91 (d, J= 9.2 Hz, 1 H), 4.10 (d, J = 4.4 Hz, 1 H), 3.19-3.14 (m, 1 II), 3.14 (s, 3 IT), 3.04-2.96 (m, 1 H), 2.70 (†, / = 14.8 Hz, 1 H), 2.51 (dt, J= 14.0, 4.0 Hz, 1 H), 2.27 (ddd, J= 14.0, 6.4, 3.6 Hz, 1 H), 1.69-1.61 (m, 1. H); MS (ESI) m/z 533.32 (M+H).

S7-6

The following compoiinds were prepared per Scheme 7.

Compound S7~2 was prepared from compound S7-1 (prepared according to literature procedures including J Med. Chem., 2013, 56, 8112-8138) and isoquinoline by using General Procedure B-l: ¾ NMR. (400 MHz, CDCb) δ 7.38-7.22 (m, 9 H), 7.14-7.08 (m, 5 H), 7.00- 6.99 (m, 1 H), 5.13 (br s, 2 H), 3.78 (br s ₅ 2 H), 3.70 (br s, 2 H), 2.87 (br s, 2 H), 2.74 (br s, 2 H), 2.48 (s, 3 H); MS (ESI) m/z 498.5 (M+H).

Compound §7-3 was prepared from compound S7-2 and diallyenone S2-3 by using General Procedure E: Ή NMR (400 MHz, CDCb) 8 15.96 (br s, 1 H), 7.51-7.49 (m ₅ 2 H), 7.40-7.31 (m, 5 II), 7.27-7.20 (m, 4 II), 7.16-7.12 (m, 3 H), 6.98-6.96 (m, 1 H), 5.86-5.76 (m, 2 H), 5.36 (s, 2 H), 5.23-5.16 (m, 4 H), 5.12-5.10 (m, 2 H), 4.09 (d, J = 9.6 Hz, 1 H), 3.74-3.65 (m, 4 H), 3.37-3.31 (m, 4 H), 3.23-3.17 (m, 2 H), 3.02-2.94 (m ₅ 1 H), 2.84-2.70 (m, 4 H), 2.52- 2.42 (m, 2 H), 2.15-2.12 (m, 1 H), 0.83 (s, 9 H), 0.26 (s, 3 H), 0.14 (s, 3 H); MS (ESI) w z

938.70 (M+

Compounds §7-4 and §7-5 were prepared from compound 87-3 by using General Procedure A. S7-4: MS (ESI) -S: MS (ESI) m/z §98.71 (M+H).

Compound S7-6-I was prepared from compound S7-4 by using General Procedures C and D~l : ¾ NMR (400 MI-Iz, CD ₃ OD, dihydrochloride salt) S 7.33-7.25 (m, 4 H), 7.1 (d, J ^::: 7.2 Hz, 1 H), 4.73, 4.68 (ABq, 7= 13.6 Hz, 2 H), 4.55 (s, 2 H), 3.92 (s, 1 H), 3.84 (br s, 1 H), 3.62 (br s, 1 H), 3,42 (dd, J= 16.0, 4.4 Hz, 1 H), 3.30-3.18 (m, 2 H), 3.09-3.02 (m, I II), 2.72- 2.69 (m, 1 H), 2.42 (t, J= 14.8 Hz, 1 H), 2.29 (ddd, J= 14.0, 5.2, 2.4 Hz, 1 H), 1.65-1.55 (m, 1 H); MS (

Compounds §7-6-2 and S7-6-3 were prepared from compound S7~S with HCHO by using General Procedures B-l, C and D-2. S7-6-2: ¾ NMR (400 MHz, CDsOD, dihydrochloride salt) δ 7.33-7.26 (m, 4 H), 7.19 (d, J= 7.2 Hz, 1 H), 4.72, 4.67 (ABq, J= 13.2 Hz, 2 H), 4.55 (s, 2 H), 3.85 (br s, 2 H), 3.63 (br s, 1 H), 3.42 (dd, = 16.0, 4.0 Hz, 1 H), 3.30- 3.22 (m, 2 H), 3.10-3.04 (m, 1 H), 2.92 (s, 3 H), 2.85 (d, J = 12.6 Hz, 1 H), 2.43 (t, J - 14.8 Hz, 1 H), 2.29-2.23 (m, 1 H), 1.64-1.54 (m, 1 H); MS (ESI) m/z 580.4 (M+H). S7-6-3: 'HNM (400 MHz, CD3OD, diliydrocMoride salt) δ 7.33-7.26 (m, 4 H), 7.21-7.19 (m, 1 H), 4.72, 4.68 (ABq, J= 15.6 Hz, 2 H), 4.55 (s, 2 H), 4.24 (s, 0.5 H), 4.17 (s, 0.5 H), 3.84 (br s, 1 H), 3.62 (br s, 1 H), 3.46-3.34 (m, 2 H), 3.32-2.96 (m, 8 H), 2.44 (br t, J = 15.2 Hz, 1 H), 2.99 (br t, J = 13.2 Hz, 1 II), 1.86-1.77 (m, 2 H), 1.68-1.65 (m, I H), 1.05-0.99 (m, 3 II); MS (ESI) m z 622.4 (M+H).

Compounds S7-6-4 and S7-6-S were prepared from compound S7-3 by using General Procedures C and D-2. S7-6-4: ¾NMR (400 MHz, CDsOD, dihydrochloride salt) δ 7.31-7.18 (m, 5 H), 4.71 (q, J = 13.6 Hz, 2 H), 4.55 (s, 2 H), 3.93 (s, 1 H), 3.84 (br s, 1 H), 3.63 (br s, 1 H), 3.42-3.38 (m, 1 H), 3.38-3.17 (m, 4 H), 3.07 (br s, 1 H), 2.95 (d, J= 12.8 Hz, 1 H), 2.39 (t, J= 14.4 Hz, 1 H), 2.29 (d, J= 12.0 Hz, 1 H), 1.83-1.74 (m, 2 H), 1.61-1.52 (m, 1 H), 1.03 (t, J = 7.6 Hz, 3 H); MS (ESI) w/ 608.43 (M+H). S7-6-5; ¾ MMR (400 MHz, CD3OD, dihydrocMoride salt) δ 7.34-7.1 (m, 5 H), 4.70 (s, 2 H), 4.55 (s, 2 IT), 4.26 (s, 1 H), 3.87-3.85 (m, 1 H), 3.63 (br s, 1 H), 3.54-3.37 (m, 3 H), 3.29-3.13 (m, 5 H), 2.99 (d, ./= 13.2 Hz, 1 H), 2.44 (t, J- 14.4 Hz, 1 H), 2.27 (d, 7= 12.0 Hz, 1 H), 1.90-1.80 (m, 4 H), 1.71-1.61 (m, 1 H), 1.05-0.98 (m, 6 H); MS (ESI)

Compound S7-6-6 was prepared from compound 87-4 with CH3CHO by using General Procedures B-l (at 0 °C), C and D-l: Ή NMR (400 MHz, CD3OD, dihydrochloride salt) 5 7.33-7.18 (m, 5 H), 4.73, 4.67 (ABq, J- 13.6 Hz, 2 II), 4.55 (s, 2 IT), 3.90 (s, 1 H), 3.84 (br s, 1 H), 3.62 (br s, 1 H), 3.48-3.32 (m, 3 H), 3.29-3.21 (in, 2 H), 3.10-3.03 (m, 1 H), 2.90 (d, J= 12.8 Hz, 1 H), 2.41 (t, J = 14.4 Hz, 1 H), 2.30-2.26 (m, 1 H), 1.63-1.53 (m, 1 H), 1.37 (t, J = 7.6 Hz, 3 H); MS (ESI) wi z 594.40 (M+H).

Compound S7-6-7 was prepared from compound 87-4 with CH3CHO by using General Procedure B-l (at 0 °C), then B-l again with HCHO, C and D-l: ¾NMR (400 MHz, CD3OD, dihydrochloride salt) δ 7.33-7.26 (m, 4 H), 7.21-7.19 (m, 1 H), 4.73, 4.68 (ABq, J= 13.2 Hz, 2 H), 4.55 (s, 2 H), 4.26 (s, 0.5 II), 4.18 (s, 0.5 IT), 3.85 (br s, 1 H), 3.62 (br s ₅ 1 H), 3.56-3.34 (m, 3 H), 3.30-3,14 (m, 3 H), 3.04-2.95 (m, 4 H), 2.42 (br t, J= 15.2 Hz, 1 H), 2.30 (br t, / = 15.2 Hz, 1 H), 1.73-1.61 (m, 1 H), 1.44-1.37 (m, 3 H); MS (ESI) m z 608.43 (M+H).

Compound S7-6-8 was prepared from compound S7~4 with CH3CHO by using General Procedures B-l, C and D-l: ¾ NMB. (400 MHz. CD3OD, dihydrochloride salt) δ 7.34-7.25 (m, 4 H), 7.20-7.18 (m, 1 H), 4.74, 4.68 (ABq, J = 13.2 Hz, 2 H), 4.55 (s, 2 H), 4.28 (s, 1 H), 3.84 (br s, 1 H), 3.65-3.56 (m, 2 H), 3.53-3.34 (m, 4 H), 3.29-3.10 (m, 3 H), 2.98 (d, J= 13.2 Hz, 1 H), 2.41 (t, J= 14.8 Hz, 1 H), 2.30 (br d, J= 12.4 Hz, 1 II), 1.71-1.64 (m, 1 H), 1.43 (t, J= 7.2 Hz, 3 H), 1.42 (t, J= 622.42 (M+H).

Compound 87-6-9 was prepared from compound S7-4 with Ac ₂ 0 by using General Procedures B-2, C and D-l: ^l H NMR (400 Μί-ίζ, CD3OD, hydrochloride salt) 8 7.33-7.24 (m, 4 H), 7.21-7.19 (m, I H), 4,72-4.65 (m, 3 H), 4.55 (s, 2 H), 3.84 (br s, 1 II), 3.61 (br s, 1 H), 3.37-3.33 (in, 1 H), 3.30-3.20 (m, 2 H), 3.05-2.99 (m, 1 H), 2.63 (t, J = 15.2 Hz, 1 H), 2,46- 2.36 (m, 2 H), 2.05 (s, 3 H), 1.66-1.59 (m, 1 H); MS (ESI) m/z 608.42 (M+H).

Compound S7-6-10 was prepared from compound S7-4 with MszO by using General Procedures B-2, C and D-l: 'H MR (400 MHz, CD3OD, hydrochloride salt) δ 7.32-7.23 (m, 4 H), 7.20-7.18 (m, 1 H), 4.69 (s, 2 H), 4,54 (s, 2 H), 4.10 (d, J= 4.4 Hz, 1 H), 3.84 (br s ₅ 1 H), 3.63 (br s, 1 H), 3.38 (dd, J= 16.8, 5.2 Hz, 1 H), 3.28-3.20 (m, 2 H), 3.16 (s, 3 H), 2.99-2.91 (m, 1 H), 2.60 (t, J = 16.0 Hz, 1 H), 2.48-2.44 (m, 1 H), 2.32-2.26 (m, 1 H), 1,72-1.64 (m, 1 H); MS (ESI) m/z 644.36 (M+H).

The following compounds were prepared per Scheme

Compound S8-1 (1.62 g, 3.76 mmol, 1 eq, prepared per literature procedures including J. Med, Chem., 2013, 56, 81 12-8138) was dissolved in THF (16 mL). The resulting reaction solution was cooled to -78 ⁰ C. A solution of 'PrMgCl-LiCl (1.3 M, 4.89 mL, 4.89 rnrnol, 1.3 eq) was added. The resulting reaction solution was then stirred in an ice/water bath for 2 h aiid saturated NH4C.I solution was added. The resulting reaction mixture was extracted with EtOAc. The organic phase was separated, washed with brine and concentrated. The residue was purified by flash column chromatography (100 g silica geL 2→8% EtOAc hexanes) to give compound S§~2 as a white solid (1.1 g, 83%): ¾ NMR (400 MHz, CDCb) δ 7.43-7.34 (m, 8 H). 7.26-7.23 (m, 1 H), 7.10-7.08 (m, 2 H), 6.83-6.80 (m, 1 H), 5.13 (s, 2 H), 2.45 (s, 3 H).

Compound S8~3 was prepared from compound S8-2 and diallyenorse S2-3 by using

General Procedure E: MS (ESI) m/z 793.60 (M+H).

Compounds §8-4 and §8-5 were prepared from compound 88-3 by using General Procedure A. S8-4: MS (ESI) m/z 713.45 (M+H). S8-5: MS (ESI) iw/z 753.51 (M+H).

Compound S8-7-1 was prepared from compound S8-4 by using General Procedures C -1: ^! HNM (400 MHz, CD3OD, hydrochloride salt) £7,49 (d, J= 8.8 Hz, 1 II), 6.83 (d,

J= 8. J Hz, 1 H), 3.90 (s, 1 H), 3.32-3.27 (s, 1 H), 3.10-2.94 (m, 1 H), 2.66-2.62 (m, 1 H), 2.34

15.6 Hz, 1 H), 2.23 (ddd, J= 13.6, 5.2, 2.8 Hz, 1 H), 1.63-1.54 (m, 1 H); MS (ESI) ui z

421.24 (M+H).

Compounds S§-7-2 and S8-7-3 were prepared from compound S8-S with IICHO by using General Procedures B-1, C and D-2. S8-7-2: ¾NMR (400 MHz, CD3OD, hydrochloride salt) δ 7.40 (dd, J= 8.4, 7.2 Hz, 1 H), 6.79 (d, J= 8.4 Hz, 1 II), 6.73 (d, J= 7.2 Hz, 1 H), 3.79 (s, 1 H), 3.04-2.95 (m, 1 H), 2.90 (s, 3 H), 2.87-2.82 (m, 1 H), 2.77-2.74 (m, 1 H), 2.54 (t, J= 14.8 Hz, 1 H), 2.15 (ddd, J= 13.2, 4.8, 2.8 Hz, 1 H), 1.56-1.47 (m, 1 H); MS (ESI) m z 401.29 (M+H). S8-7-3: ^! H NMR (400 MHz, CD3OD, hydrochloride salt) δ 7.50 (d, J = 9.2 Hz, 1 H), 6.84 (d, J= 9.2 Hz, 1 H), 4.22 (s, 0.5 H), 4.13 (s, 0.5 H), 3.41-3.32 (m, 2 H), 3.22-3.15 (m, 1 H), 3.09-2.91 (m, 5 H), 2.34 (t, J= 15.2 Hz, 1 H), 2.26-2.19 (m, 1 H), 1.88-1.74 (m, 2 H), 1.68- 1.62 (m, 1 H), 1.06-0.99 (m, 3 H); MS (ESI) m/z 477.33 (M+H).

Compounds S8-7-4, S8-7-S and S8-7-6 were prepared from compound §8-3 by using General Procedures C and D-2. SS-7-4: ¾ MM (400 MHz, CD3OD, hydrochloride salt) δ 7.40 (dd, J= 8.8, 7.2 Hz, 1 H), 6.79 (d, J= 8.8 Hz, 1 H), 6.73 (d, J= 7.2 Hz, 1 H), 3.86 (s, 1 H), 3.33-3.17 (m, 2 H), 3.03-2.94 (m, 1 H), 2.87-2.80 (m, 1 H), 2.53 (t, J= 14.4 Hz, 1 H), 2.17 (ddd, J= 13.2, 4.8, 2.4 Hz, 1 II), 1,82-1.72 (m, 2 H), 1.56-1.47 (m, 1 II), 1.03 (t, J = 7.6 Hz, 3 H); MS (ESI) m/z 429.34 (M+H). SS-7-5: ¾ NM (400 MHz, CDsOD, hydrochloride salt) 8

5 7.48 (d, J= 8.8 Hz, 1 H), 6.82 (d, J= 8.8 Hz, 1 H), 3.88 (s, 1 H), 3.34-3.18 (m, 2 H), 3.03-2.94 (m, 1 H), 2.85 (d, J= 12.8 Hz, 1 H), 2.30 (t J = 15.2 Hz, 1 H), 2.24-2.20 (m, 1 H), 1.82-1.72 (m, 2 H), 1.60-1.50 (m, 1 H), 1.02 (i, J - 7.6 Hz, 3 H); MS (ESI) m/z 463.31 (M+H). S8-7-6: ¾ NMR (400 MHz, CDsOD, hydrochloride salt) δ 7.50 (d, J= 9.2 Hz, 1 H), 6.84 (d, J= 9.2 Hz, 1 IT), 4.24 (s, 1 H), 3.53-3.45 (m, 1 H), 3.41-3.25 (m, 3 H), 3.22-3.16 (m, 1 H), 3.09-2.99

L0 (m, 1 H), 2.95-2.92 (m, 1 H), 2.33 (t, J= 14.8 Hz, 1 H), 2.21 (ddd, J = 13.2, 4.4, 2.8 Hz, 1 H), 1.89-1.74 (m, 4 H), 1.68-1.59 (m, I H), 1.03 (t, J= 7.6 Hz, 3 H), 0.99 (t, ./= 7.6 Hz, 3 H); MS (ESI) m/z 505.35 (M+H).

Compound SS-7-7 was prepared from compound SS-4 with CH3CHO by using General 5 Procedures B-l (at 0 °C), C and D-l : ^} H NMR (400 MHz, CDsOD, hydrochloride salt) δ 7.48 (d, J- 8.4 Hz, 1 H), 6.82 (d, J= 8.4 Hz, 1 H), 3.88 (s, 1 H), 3.46-3.41 (m, 1 H), 3.37-3.32 (m, 1 H), 3.30-3.25 (m, 1 H), 3.03-2.95 (m, 1 H), 2.85-2.82 (m, 1 H), 2.30 (t, J = 15.2 Hz, 1 H), 2,24-2.20 (m, 1 H), 1.60-1.51 (m, 1 H), 1.36 (t J= 7.6 Hz, 3 H); MS (ESI) m/z 449.26 (M+H).

JO Compound SS-7-8 was prepared from compound S8-4 with CH3CHO by using General

Procedure Β~ί (at 0 °C), then B-l again with HCHO, C and D-l: ^! Η1ΝΓΜΚ (400 MHz, CD3OD, hydrochloride salt) δ 7.50 (d, J= 8.8 Hz, 1 H), 6.84 (d, J= 8.8 Hz, 1 H), 4.23 (s, 0.5 H), 4.14 (s, 0.5 IT), 3.51-3.43 (m, 1 H), 3.37-3.30 (m, 2 H), 3.08-2.89 (m, 5 H), 2.34 (t, J= 15,2 Hz, 1 H), 2.28-2.19 (ni, I H), 1.71-1.58 (m, 1 H), 1.42 (t, /= 7.2 Hz, 1.5 H), 1.38 (t, J= 7.2 Hz, 1.5

Ϊ5 H); MS (ESI) m/z 463.28 (M+H).

Compound S8-7-9 was prepared from compound 88-4 with CH3CHO by using General Procedures B-l, C and D-ί: ^l R NMR (400 MHz, CD30D, hydrochloride salt) δ 7.50 (d, J = 8.8 Hz, 1 H), 6.84 (d, J= 8.8 Hz, 1 H), 4.23 (s, 1 H), 3.65-3.56 (m, 1 H), 3.50-3.44 (m, 2 H), 3.36-3.29 (m, 2 H), 3.08-3.01 (m, 1 H), 2.93-2.90 (m, 1 H), 2.36-2.23 (m, 2 H), 1.69-1.59 (m, 1 H), 1.42 (t, ,/ = 7.6 Hz, 6 H), 0.99 (t, J= 7.6 Hz, 3 H); MS (ESI) m/z 477.30 (M+H).

Compound SS-7-10 was prepared from compound S8-4 with Ae ₂ 0 by using General Procedures B-2, C and D~l: ¾ MR (400 MHz, CD3OD) S 7.47 (d, J= 9.2 Hz, 1 H), 6.80 (d, J= 9.2 Hz, 1 H), 4.68 (d, J= 6.4 Hz, 1 H), 3.22 (dd, J= 16.0, 4.4 Hz, 1 H), 3.01 -2.93 (m, 1 H), 2.52 (t, 15.6 Hz, 1 H), 2.46-2.42 (m, 1 H), 2.39-2.32 (m, 1 H), 2.04 (s, 3 H), 1.64-1.56 (m, 1 H); MS (ESI) m/z 463.27 (M+H).

Compound S8-7-11 was prepared from compound S8-4 with MsaO by using General

Procedures B~2, C and D-l: ¾ NMR (400 MHz, CD3OD) 8 7.46 (d, J= 9.2 Hz, 1 H), 6.79 (d, J= 9.2 Hz, 1 H), 4.10 (d, J= 4.4 Hz, 1 H), 3.25 (dd, J = 16.Θ, 4.4 Hz, 1 H), 3.14 (s, 3 H), 3.01- 2.92 (m, 1 H), 2.53-2.48 (m, 2 H), 2.30-2.24 (m, 1 H), 1.69-1.61 (m, 1 H); MS (ESI) m z 499.22 (M+H). Scheme 9

The following compounds were prepared per Scheme 9.

Compound 89-1 (0.15 g, 0.35 mmol, 1.0 eq, prepared per literature procedures including WO 2014036502 A2) was dissolved in DCM (2 mL). Dimethylamine (0.12 nxL, 5.6 M in ΕΐΟΗ, 0.70 mmol, 2.0 eq) and acetic acid (60 μΐ,, 1.14 mmol, 3.0 eq) were added under a nitrogers atmosphere. Then sodium triacetoxyborohydride (148 mg, 0.70 mmol, 2.0 eq) was added. After 10 min, LC MS indicated that the starting material was consumed. Saturated NaHCCb solution was added and extracted with DCM. The organic phase was concentrated under reduced pressure. The residue was purified by flash column chromatography (Biotage 10 g silica gel column, 10%— »30% EtOAc in hexanes gradient), yielding 100 mg (62%) of the compound S9-2 as a colorless oil: ¾ NM (400 MHz, CDCb) δ 7.45-7.43 (m, 2 H), 7.38-7.34 (m, 5 H), 7.26-7.22 (m, 1 H), 7.20 (s, 1 H), 7.09-7.06 (m, 2 H), 5.17 (s, 2 H), 3.49 (s, 2 H), 2.40 (s, 3 H), 2.23 (s, 6 H); MS (ESI)

Compound S9~3 was prepared from compound S9~2 and diallyenone

General Procedure E: MS (ESI) m/z 900.41 (M+H).

Compounds S9-4 was prepared from compound S9-3 by using General Procedure A: ^! H NMR (400 MHz, CDCb) δ 16.52 (s, I H), 7.49-7.44 (m, 6 H), 7.41-7.29 (m, 6 H), 7.25 (s, 1 H), 5.40, 5.36 (ABq, J= 12.0 Hz, 2 H), 5.31, 5.22 (ABq, J= 12.0 Hz, 2 H), 3.92 (d, J = 2.0 Hz, 1 H), 3.49, 3.43 (ABq, J= 14.4 Hz, 2 H), 3.02 (dd, ./== 16.0, 4.4 Hz, 1 H), 2.79-2.71 (m, 1 H), 2.64-2.61 (m, 1 H), 2.28-2.20 (m, 1 H), 2.20 (s, 6 H), 2.13-2.08 (m, 1 H), 1.58-1.49 (m, 1 H), 0.74 (s, 9 H), 0.22 (s, 3 H), 0.10 (s, 3 H); MS (ESI) m/z 820.33 (M+H).

Compound 89-54 was prepared from compound 89-4 by using General Procedures C and D-2: ¾ NMR (400 MHz, CD3OD, dihydrochloride salt) 7.24 (s, 1 H), 4.45 (s, 2 H), 3.90 (s, 1 H), 3.19 (dd, ./= 15.6, 3.6 Hz, 1 H), 3.04-2.96 (m, 1 H), 2.94 (s, 3 H), 2.86 (s, 3 H), 2.68 (br d, J= 12.8 Hz, 1 H), 2.41 (t, J= 14.4 Hz, 1 H), 2.27-2.24 (m, 1 H), 1.64-1.54 (m, 1 H); MS (ESi) m z 528.18 (M+H).

Compound S9-5-2 was prepared from compound 89-4 with CH3CHO by using General Procedures B~i (at 0 °C), C and B~2: ¾ KMR (400 MHz, CDsOD, diliydrochloride salt) δ 7.20 (s, 1 H), 4.45 (s, 2 H), 3.88 (s, 1 H), 3.46-3.39 (m, 1 H), 3.37-3.30 (m, 1 H), 3.18 (dd, J= 15.6, 4.4 Hz, 1 H), 3.05-2.97 (m, 1 H), 2.94 (s, 3 H), 2.86 (s, 3 H), 2.86-2.83 (m, 1 H), 2.41 (i, J = 14.8 Hz, 1 H), 2.24 (ddd, J = 14.0, 5.6, 2.8 Hz, 1 H), 1.64-1.54 (m, 1 H), 1.36 (t, /= 7.2 Hz, 3 H); MS (ESi) m/z 556.2 (M+H).

Compound S9-S-3 was prepared from compound S9-4 with CHaCHO by using General Procedures B~l (at 0 °C), B-1 again with HCHO, C and D~2: ^l H NMR (400 MHz, CD3OD, dihydrochloride salt) δ 7.22 (s, 1 H), 4.46 (s, 2 H), 4.24 (s, 0.5 II), 4.15 (s, 0.5 H), 3.53-3.44 (m, 1 H), 3.38-3.30 (m, 1 H), 3.22-3.18 (m, 1 H), 3.11-2.94 (m, 8 H), 2.86 (s, 3 H), 2.42 (t, ,/ === 14.4 Hz, 1 H), 2.29-2.23 (m, 1 H), 1.68-1.60 (m, 1 H), 1.44-1.34 (m, 3 11); MS (ESI) m/z 570.2 (M+H).

using

Procedures B-1, C and D~2: ¾ NMR (400 MHz, CD3OD, dihydrochloride salt) δ 7.28 (s, 1 H), 4.47 (s, 2 H), 4.28 (s, 1 H), 3.65-3.56 (m, 1 H), 3.54-3.43 (m, 2 H), 3.41-3.34 (m, 1 H), 3.21 (br d, J- 15.6 Hz, 1 H), 3.13-3.05 (m, 1 H), 2.99-2.96 (m, 1 H), 2.96 (s, 3 H), 2.86 (s, 3 H), 2.41 (t, J= 14.8 Hz, 1 H), 2.28 (br d ₅ 7= 12.8 Hz, 1 H), 1.69-1.60 (m, 1 H), 1.42 (t, y= 7.2 Hz, 6 H); MS (ESi) m/z 584.20 (M+H).

The following compounds were prepared per Scheme 10.

S10-2 Compound SiO-2 was prepared from SlO-1 (prepared according to literature procedures including WO 2014036502 A2) with HCHO by using General Procedure B-l: ¾ NM (400 MHz, CDCb) δ 7.46-7.44 (m ₅ 2 IT), 7.38-7.33 (m, 5 IT), 7.26 (s, 1 IT), 7.26-7.22 (m, 1 H), 7.09-7.06 (m, 2 II), 5.19, 5.15 (ABq, J ^:::: 11.6 Hz, 2 H), 3.49 (t, J = 8.4 Hz, 1 H), 3.26- 3.21 (m, 1 H), 2.33 (q, J= 9.2 Hz, 1 H), 2.29-2.20 (m, 1 H), 2.15 (s, 3 H), 1.97-1.88 (m, 1 H), 1.86-1.78 (m, 1 H), 1.60-1.50 (m, 1 H); MS (ESI) m z 486.15 (M+H).

Compound S10-3 was prepared from compoimd §10-2 and diallyenone S2-3 by using General Procedure E: ¾ NMR (400 MHz, CDCb) δ 15.99 (s, 1 H), 7.51-7.47 (m, 4 H), 7.40- 7.31 (m, 5 H), 7.28-7.26 (m, 2 H), 5.83-5.73 (m, 2 H), 5.36 (s, 2 H), 5.23 (s, 2 H), 5.23-5.18 (m, 2 H), 5.09 (d, J= 10.4 Hz, 2 H), 4.09 (d, J= 10.4 Hz, 1 H), 3.43 (t, J= 8.0 Hz, 1 H), 3.35- 3.30 (m, 2 H), 3.22-3.16 (m, 3 I-]), 3.12 (dd, J= 15.2, 4.0 Hz, 1 IT), 2.95-2.88 (m, 1 H), 2.66 (t, J= 15.6 Hz, 1 IT), 2.52-2.48 (m, 1 H), 2.45-2.40 (m, 1 IT), 2.30 (q, J= 8.4 Hz, 1 H), 2.23-2.10 (m, 1 H), 2.06 (s, 3 H), 1.96-1.89 (m, 1 H), 1.854.77 (m, 1 H), 1.594.51 (m, 1 H), 0.82 (s, 9 H), 0.25 (s, 3 H), 0.13 (s, 3 H); MS (ESI) m/z 926.37 (M+H).

Compound S10-4 was prepared from compound S10-3 by using General Procedure A: ¾ NMR. (400 MHz, CDCb) δ 16.51 (s, 1 H), 7.55-7.53 (m, 2 H), 7.49-7.47 (m, 2 H), 7.41- 7.28 (m, 7 H), 5.40, 5.36 (ABq, J= 12.4 Hz, 2 H), 5.28, 5.22 (ABq, J= 12.0 Hz, 2 H), 3.92 (d, 2.4 Hz, 1 H), 3.43 (t, J= 8.0 Hz, 1 H), 3.23-3.19 (m, 1 H), 3.02 (dd, ,/= 15.2, 3.6 Hz, 1 H),

2.80-2.71 (m, 1 H), 2.64-2.61 (m, 1 IT), 2.34-2.10 (in, 3 H), 2.09 (s, 3 H), 1.96-1.79 (m, 3 IT), 1.58-1.49 (m, 2 H), 0.74 (s, 9 H), 0.22 (s, 3 H), 0.10 (s, 3 H); MS (ESI) m/z 846.37 (M+H). Compound SlO-S-1 was prepared from compound SiO-4 by using General Procedures C and D~2: ¾ NMR (400 MHz, CDsOD, dihydrochloride salt) 7.27 (s, 1 H), 4.85-4.74 (m, 1 H), 3.88 (s, 1 H), 3.88-3.83 (m, 1 H), 3.42-3.33 (m, 1 H), 3.21 (dd, J = 16.0, 3.6 Hz, 1 H), 3.03-2.94 (m, 1 H), 2.77 (s, 3 II), 2.66-2.54 (m, 2 II), 2.54-2.23 (m, 5 II), 1.65-1.55 (m, I II); MS (ESI) M Z 554.14 (M+H).

Compound §10-5-2 was prepared from compound SJO-4 with CH3CH.O by using General Procedures B~l (at 0 °C), C and D-2: ¾ NMR (400 MHz, CD3OD, dihydrochloride salt) δ 7.33 (s, 1 H), 4.82-4.75 (m, 1 H), 3.89 (s, 1 H), 3.89-3.83 (m, 1 II), 3.47-3.33 (m, 3 H). 3.21 (dd, J- 16.0, 4.0 Hz, 1 H), 3.06-2.98 (m, 1 H), 2.87 (d, J- 12.8 Hz, 1 H), 2.77 (s, 3 H), 2.61-2.52 (m, 1 H), 2.43-2.44 (m, 5 H), 1.64-1.54 (m, 1 H), 1.37 (t, J= 7.2 Hz, 3 H); MS (ESI) m/z 582.16 (M+H).

Compound S9-S-3 was prepared from compound §9-4 wife CH3CHO by using General Procedures B-l (at 0 °C), B-l again with HCHO, C and D-2: ¾ NMR (400 MHz, CD3OD, dihydrochloride salt) δ 7.38 (s, 1 H), 4.80-4.75 (m, 1 H), 4.26 (s, 0.5 H), 4.18 (s, 0.5 H), 3.89- 3.85 (m, 1 H), 3.56-3.46 (m, 1 H), 3.43-3.32 (m, 2 H), 3.23 (d, J= 15.6 Hz, 1 H), 3.13-2.95 (m, 5 H), 2.77 (s, 3 H), 2.62-2.55 (m, 1 H), 2.44-2.26 (m, 5 H), 1.70-1.60 (m, 1 H), 1.44-1.37 (m, 3 H); MS (ESI) m/z 596.18 (M+H).

Compound S9-5-4 was prepared from compound S9-4 with CH3CHO by using General Procedures B-l, C and D~2: ¾ NMR (400 MHz, CD3OD, dihydrochloride salt) δ 7.40 (s, 1 H), 4.79-4.77 (m, 1 H), 4.27 (s, 1 H), 3.89-3.86 (m, 1 H), 3.63-3.56 (m, 1 H), 3.48-3.35 (m, 4 H), 3.23 (br d, J= 15.6 Hz, 1 H), 3.09 (br s, 1 H), 2.97 (br d, J= 13.6 Hz _s 1 H), 2.76 (s, 3 H), 2,60-2.54 (m, 1 H), 2.42-2.27 (m, 5 H), 1.68-1.60 (m, 1 H), 1.41 (t, _/ = 6.4 Hz, 6 H m z 610.19 (M+H).

comp 11.

Compound Sl l was prepared from Sll-1 (prepared according to literature procedures including 2012021712 Al) and C-4 methylethylaminoenone Sll-2-1 (prepared according to literature procedures including WO 2014036502 A2) by using General Procedure E: 'H NlVi (400 MHz, CDCb) δ 15.84 (s, 1 H), 7.59 (s, 1 H), 7.51 -7.49 (m, 4 H), 7.39-7.32 (m, 5 H), 7.28-7.24 (m, 1 H), 5.39, 5.34 (ABq, ,/= 12.8 .Hz, 2 H), 5.36 (s, 2 H), 4.24 (br s, 1 II), 4.02 (d, J= 9.6 Hz, 1 II), 3.43-3.39 (m, 1 H), 3.20 (d, J= 15.6 Hz, 1 II), 2.94-2.80 (m, 3 H), 2.74-2.60 (m, 2 11), 2.56-2.44 (m, 3 II), 3.36 (s, 3 H), 2.26-2.14 (m, 1 H), 2.21 (s, 3 H), 1.97-1.90 (m, 1 H), 1.05 (t J= 7.2 Hz, 3 H), 0.84 (s, 9 H), 0.28 (s, 3 H), 0.16 (s, 3 H); MS (ESI) m z 858.3 ( +H).

Compound Sll-3-2 was prepared from Sll-1 and C-4 diethylaminoenone Sll-2-2 (prepared according to literature procedures including WO 2014036502 A2) by using General Procedure E: ^] H MR (400 MHz, CDCb) δ 15.83 (s, 1 H), 7.60 (s, 1 H), 7.51-7.47 (m, 4 IT), 7.39-7.31 (m, 5 H), 7.28-7.24 (m, 1 H), 5.42-5.30(m, 4 H), 4.24-4.19 (m, 1 H), 4.03 (d, J = 10.4 Hz, 1 H), 3.42-3.38 (m, 1 II), 3.23-3.19 (m, 1 H), 2.95-2.86 (m, 2 H), 2.75-2.68 (m, 5 H), 2.51-2.44 (m, 3 H), 2.23-2.20 (m, 1 H), 2.20 (s, 3 H), 1.97-1.90 (m, 1 H), 1.08 (t, J= 7.2 Hz, 3 H), 0.84 (s, 9

Compounds SI 1-4-1 and S1I-5-1 were prepared from compound SI 1-3-1 by using General Procedures C and B~2. SI 1-4-1: ¾ NMR (400 MHz, CD3OD, dihydrochloride salt) δ 6.89 (s, 1 H), 4.16 (s, 1 H), 3.39 (br s, 2 H), 3.29-3.22 (m, 1 H), 3.08-2.86 (m, 9 H), 2.70 (s, 3 H), 2.53 (t, /= 15.1 Hz, 1 H), 2.21-2.18 (m, 1 H), 2.02-1.92 (m, 2 II), 1.67-1.61 (m, 1 H), 1.37 (t, J = 7.3 Hz, 3 H); MS (ESI) m/z 568.18 (M+H). Sll-S-1: ¾ NMR (400 MHz, CDsOD, dihydrochloride salt) δ 7.05 (s, 1 H), 5.94 (t, J= 8.2 Hz, 1 H), 4.17-4.10 (m, 3 H), 3.40 (br s, 2 H), 3.22-3.18 (m, 1 H), 3.12-2.90 (m, 8 H), 2.72-2.58 (m, 3 H), 2.24-2.21 (m, 1 H), 1.69-1.60 (m, 1 IT), 1.39 (t, J= 7.3 Hz, 3 II); MS (ESI) m/z 566.16 (M+H).

Compounds Si 1-4-2 and §11-5-2 were prepared from compound SI 1-3-1 by using General Procedures C and D-2. Sll-4-2: ¾ NMR (400 MHz, CD3OD, dihydrochloride salt) δ 6.89 (s, 1 H), 4,24 (s, 1 H), 3.53-3,47 (m, 2 H), 3.42-3.34 (m, 2 H), 3.27-3.22 (m, 1 H), 3.08- 3.04 (m ₅ 2 H), 2.99-2.86 (m, 4 H), 2.70 (s, 3 H), 2.53 (t, J = 15.2 Hz, 1 H), 2.20 (ddd, J= 14.0, 5.2, 2.8 Hz, 1 H), 2.00-1.93 (m, 2 H), 1.67-1.57 (m, 1 H), 1.40 (t J= 7.2 Hz, 6 H); MS (ESI) m/z 582.2 (M+H). Sll-5-2: ³ H NMR (400 MHz, CD.iOD, dihydrochloride salt) 7,05 (s, 1 H), 5.94 (t, J= 8.2 Hz, 1 H), 4.24-4.10 (m, 3 H), 3.51 (br s, 2 H), 3.40 (br s, 2 H), 3.23-3.19 (m, 1 H), 3,12-2,89 (m, 6 H), 2.72-2.54 (m, 2 H), 2.22 (ddd, J = 13,7, 4.6, 2.7 Hz, 1 H), 1.68-1.59 (m, 1 H), 1.40 (t, ,/= 7.3 Hz, 6 H); MS (ESI) m/z 580.2 (M+H).

S12-2

The following compounds were prepared per Sehei

To a solution of compound S12-1-1 (Ri,¾ = Cffi.CHsCHa, 26 mg, 0.041 mmol, 1 eq, prepared per literature procedures including WO 2014036502 A2) in CH3OH (1 mL) was added HCHO solution (9 μΤ, 0.12 mmol, 3.0 eq). Pd-C (10wt%, 10 mg) was added under nitrogen. The reaction vessel was sealed and purged with hydrogen by briefly evacuating the flask followed by flushing with hydrogen gas (1 atm). The reaction mixture was stirred under a hydrogen atmosphere (1 atm) at rt overnight The reaction was filtered through a small Celite pad. The cake was washed with CH3OH. The filtrate was concentrated. The residue was purified by preparative reverse phase HPLC on a. Waters Autopurifica.ti.on system, using a Phenomenex Polymers 10 μ RP-γ 100A column [10 urn, 150 x 21.20 mm; flow rate, 20 mL/mm: Solvent A: 0,05 NHCl/water; Solvent B: CH3CN; injection volume: 3,0 mL (0,05 N HCl/water); gradient: 5→35% B in A over 20 min; mass-directed fraction collection]. Fractions containing the desired product were collected and freeze-dried to yield compound S12-2-1 (15.6 mg): ¾ MR (400 MHz, CD3OD, dihydrochloride salt) δ 7.49 (s, 1 H), 4.75 (t, J = 8.0 Hz, 1 H), 4.26 (s, 0.5 H), 4.18 (s, 0.5 H), 3.94-3.89 (m, 1 H), 3.55-3.48 (m, 1 H), 3.43-3.26 (m, 3 H), 3.04-2.95 (m, 5 H), 2.75-2.61 (m, 5 H), 2.36-2.24 (m, 4 H), 1.70-1.61 (m, 1 H), 1.42- 1.389 (m, 3 H); MS (ESI) m z 580.23 (M+H).

Compound S12-2-2 was prepared from compound S12-I-2 ( 1R2 = Et2, prepared according to literature procedures including WO 2014036502 A2) by using a similar procedure for compound S12-2-1: ¾ NMR (400 MHz, CD3OD, dihydrochloride salt) δ 7.50 (s, 1 H), 4.74 (t, J= 8.0 Hz, 1 H), 4.26 (s, 1 H), 3.94-3.89 (m, 1 H), 3.64-3.56 (m, 1 H), 3.53-3.45 (m, 2 H), 3.42-3.34 (m, 2 H), 3.29-3,26 (m, 1 H), 3.06-2.96 (m, 2 H), 2.74 (s, 3 H), 2.71-2.61 (m, 5 H), 2.36-2.22 (m, 4 H), 1.69-1.59 (m, 1 H), 1.41 (t, J = 7.2 Hz, 6 H)

(M+H).

Compound S12-2-3 was prepared from compound S12-1-2 (RtRj = Et2) and CH3CHO by using a similar procedure for compound S12-2-1: ⁱ H NMR (400 MHz, CD3OD, dihydrochloride salt) δ 7.56 (s, 1 H), 4.75 (t J— 8.0 Hz, 1 H), 4.26 (s, 1 H), 3,99-3.93 (m, 1 IT), 3.63-3.56 (m, 1 IT), 3.53-3.43 (m, 2 H), 3.39-3.32 (m, 2 H), 3.29-3.25 (m, 1 IT), 3.10-2.95 (m, 4 H), 2.70-2.62 (m, 2 H), 2.34-2.20 (m, 4 H), 1.69-1.59 (m, 1 H), 1.41 (t J= 7.2 Hz, 6 H), 1.24 (†, J = 7.2 Hz, 3 H); MS (ESI) m z 608.07 (M+H).

To a solution of compound S12-1-2 (R1R2 = Eta, 266 mg, 0,41 mmol, 1 eq) in CH3OH (3 mL) was added PhCHO (100 uL, 0.99 mmol, 2,4 eq) and NaBH(GAc (110 mg, 0.52 mmol, 1.3 eq) at 0 °C. The resulting reaction mixture was stirred at 0 °C for 5 min. Then the cold was removed and the reaction was stirred at rt for 15 min. Concentrated HC1 (4 drops) was added and the resulting reaction was concentrated to ~2 mL. The residue was dropped into stirring MTBE (70 mL) to give a suspension. The solid was collected by filtration, dried under vacuum. Then the solid was dissolved in 0.05 NHCl/water. The resulting solution was purified by preparative reverse phase HPLC on a Waters Autopurification system using a Phenomenex Polymerx 10 μ ΚΡ-γ 100A column [10 um, 150 x 21 ,20 mm; flow rate, 20 mL/min; Solvent A: G.05 N HCl/water; Solvent B: CH3CN; injection volume: 3.0 mL (0.05 NHCl/water); gradient: 10→60% B in A over 20 min; mass-directed fraction collection] : ^s H NMR (400 MHz, CD3OD, dihydrochloride salt) S 7.32-7.31 (m, 6 H), 4.89 (t, J= 8.0 Hz, 1 H), 4.47 (d, J= 12.8 Hz, 1 H), 4.27 (s, 1 IT), 4.22 (d, J= 12.8 Hz, 1 IT), 3.88-3.83 (m, 1 IT), 3.64-3.37 (m, 5 IT), 3.19-3.15 (m, 1 H), 3.03-2,95 (m, 2 H), 2.77-2.68 (m, 1 H), 2.57 (t J = 14.8 Hz, 1 H), 2.24-2.12 (m, 4 H), 1.67-1.58 (m, 1 H), 1.43 (t, J = 7.2 Hz, 6 H); MS (EST) m/z 670.32 (M+H).

Scheme 13

following compounds were prepared per Scheme 13.

To compound S13-1 (1.04 g, 2.77 mmol, 1 eq) in toluene (8 mL) was added NaH (444 mg, 60% iu mineral oil, 1 1.09 mmol, 4 eq). The white suspension was stirred at rt for 8 min. Iodine (2.81 g, 11.09 mmol, 4 eq) was added. The reaction mixture was stirred at rt for overnight. Water and 1 N HCl (11 mL) were added, followed by the addition of 10% aqueous NasSOs. The mixture was extracted with EtOAc. The organic phase was washed with brine and concentrated under reduced pressure to give the desired product S13-2: MS (EST) m/ ^' z 498.9 (M-H).

The above product S13-2 (2.77 mmol, crude, 1 eq) was dissolved in DMF (5 mL). BnBr (0.40 mL, 3.32 mmol, 1.2 eq) and K2CO3 (0.57 g, 4.16 mmol. 1.5 eq) were added. The •24 ^■ ;8- suspension was stirred at rt for overnight. The reaction mixture was diluted with EtOAc. washed with water (50 mL x 2) and brine (30 mL x 1). The organic phase was concentrated under reduced pressure and the residue was purified on silica gel with 0 to 3% EtOAc/hexane to yield the desired product S13-3: MS (ESI) m/z 589.0 (M-H).

To compound S13-3 (632 mg, 1.07 mmol, 1 eq) in THF (5 mL) cooled at -78 °C was added iPrMgCl-LiCl (1.07 mL, 1.3 M/THF, 1.39 mmol, 1.3 eq) dropwise while maintaining reaction internal temperature between -72 to -75 °C. The reaction was stirred at -78 °C for 30 min, l-N-Boc-2,3-dihydropyrrole (0.92 mL, 5.33 mmol, 5 eq) was added dropwise. The reaction was gradually warmed up from -78 °C to rt over 2 h with stirring. The reaction was further stirred at rt for 48 hrs. EtOAc (100 mL) was added. The reaction mixture was washed with saturated aqueous ammonium chloride (50 mL. x 2) and brine (50 mL x 1), dried over magnesium sulfate, and concentrated under reduced pressure. Column chromatography on silica gel with 0 to 8% EtOAc hexane yielded the desired product S13-4 as a pale oil (224 mg, 38%): MS (ESI) m/z 576.4 (M+Na).

Compound S13-4 (224 mg, 0.40 mmol) was treated with 4 N HC1 in dioxane at rt for 1 h. Saturated aqueous sodium bicarbonate (50 mL) was added and the reaction mixture was extracted with EtOAc (50 mL x 3). The combined EtOAc extracts were dried over magnesium sulfate and concentrated under reduced pressure to give compound SI3-S as a pale solid (165 mg, 90%): ¾ MR (400 MHz, CDCb) 7.20-7.60 (m, 8 LI), 7.10 (d, J= 7.3 Hz, 2 H), 5.56 (ABq, J= 12.2, 28.1 Hz, 2 H), 4.76 (d, J= 3.6 Hz, 1 H), 4.03 (br d, J= 8.0 Hz, 1 H), 3.10-3.20 (m, 1 H), 2.65-2,80 (m, 1 H), 2.49 (s, 3 II), 1,90-2.00 (m, 1 H), 1.55-1.70 (m, 1 II); MS (ESI) m/z 454.4 (M+H).

S13-6 To compound S13-S (165 mg, 0.36 mmol, 1 eq) in 1.2-dichloroetliane (4 mL) was added HOA.c (0.033mL ₅ 0.55 mmol, 1 .5 eq), benzaldehyde (0.055 mL, 0.54 mmol, 1.5 eq), and Na(OAc)sBH (116 mg, 0.55 mmol, 1.5 eq) at rL The reaction mixture was stirred at rt for overnight, added with aqueous sodium bicarbonate (50 mL), and extracted with EtOAc (50 mL x 3). The combined EtOAc extracts were dried over sodium sulfate and concentrated under reduced pressure. Column chromatography on silica gel with 0-8% EtOAc hexane yielded the desired product S13-6 as a pale oil (178 mg, 91%): ¾ NMR (400 MHz, CDCb) £7.20-7.70 (m, 13 IT), 7.07 (d, J= 7.4 Hz), 5.48 (br d, J= 12.2 Hz, 1 H), 5.18 (br d, J= 12.2 Hz, 1 H), 4.62 (br s, 1 H), 4.23 (br s, 1 H), 3.85 (br s, 1 H), 3.64 (d, J = 12.8 Hz, 1 H), 3.01 (br s, 1 H), 2.82 (br s, 1 H), 2.49 (s, 3 H), 2.04 (br s, 1 H), 1.87 (br s, 1 H); MS (ESI) iw z 544.4 (M+H).

To diisopropylamine (0.058 mL, 0.41 mmol, 1.25 eq) in THF (2 mL) at -78 °C was added «BuLi (0.164 mL, 2.5 M/hexane, 0.41 mmol, 1.25 eq) dropwise. The reaction was stirred at 0 °C for 10 min and cooled to -78 °C. Compound S13-6 (178 mg, 0.33 mmol, in 4 mL THF) was added dropwise while maintaining the reaction internal temperature between -70 to -78 °C. The resulting deep red solution was stirred at -78 °C for 30 min. LHMDS (0.41 mL, 1 M/THF. 0.41 mmol, 1.25 eq) and enone S5-S (198 mg, 0.41 mmol, in 2 mL THF) were added dropwise while maintaining the reaction internal temperature between -70 to -78 °C. The reaction was gradually warmed up fro -78 to 0 °C over 2 h with stirring. Saturated aqueous sodium bicarbonate (50 mL) was added. The reaction mixture was extracted with EtOAc (50 mL x 3). The combined EtOAc extracts were dried over magnesium sulfate. Column chromatography on silica gel with 0 to 25% EtOAc/hexane yielded the two diastereomers of desired product as yellow foams. 813-7 A, diastereomer A (125 mg, 41 %): ⁵ H NMR (400 MHz, CDCb) δ 16.01 (s, 1 H), 7.18-7.50 (m, 11 H), 6.80-6.90 (in, 4 H), 5.49 (br s, 2 H), 5.36 (s, 2 II), 4.97 (s, 2 H), 4.50 (br s, 1 H), 4.13 (br s, 1 II), 3.94 (d, J= 13.0 Hz, 1 H), 3.76 (br s, 1 H), 3.62 (d, J= 13.4 Hz, 1 H), 3.19 (br J = 16.5 Hz, 1 H), 2.90-3.05 (m, 2 H), 2.40-3.80 (m, 4 H), 2.48 (s, 6 H), 2.1 1 (br d, J= 14.7 Hz, 1 H), 0.85 (s, 9 H), 0.28 (s, 3 H), 0.16 (s, 3 H); MS (ESI) m/z 932.6 (M+H), S13-7B, diastereomer B (136 mg, 44%): ¾ NMR (400 MHz, CDCb) £ 15.87 (s, 1 H), 6.85-7.45 (m, 15 H), 6.05 (d, J= 10.4 Hz, 1 H), 5.35 (br s, 1 H), 5.25-5.35 (m, 1 H), 5.30 (d, J= 10.2 Hz, 2 H), 4.51 (br s, 1 H), 4.07 (br s, 1 H), 3.90 (d, J= 13.1 Hz, 1 H), 3.70-3.80 (m, 1 H), 3.75 (d, J = 13.0 Hz, 1 H), 3.55-3.65 (m, 1 H), 3.08-3.18 (m, 1 H), 2.00- 2.95 (m, 6 H), 2.40 (s, 6 II), 0.80 -0.25 (m, 6 H); MS (ESI) m z 932.6 (M+H).

Compound S13-7A (125 mg, 0.134 mmol) in dioxane (4 mL) was treated with 48% aqueous HF (4 rnL) at rt for overnight. The reaction mixture was slowly added into a vigorously stirred saturated aqueous K2HPO4 solution (160 mL). The mixture was extracted with EtOAc (50 mL x 3). The EtOAc extracts were combined, dried over magnesium sulfate, and concentrated under reduced pressure to yield the crude product S13-8A as a yellow foam: MS (ESI) m/z 818.5 (M+H). Similarly, compound S13-7B (136 mg, 0.146 mmol) was desilylated to give compoun -SB as a yellow foam: MS (ESI) m/z 81 .5 (M+H).

Compound S13-8A (0.134 mmol, crude) was dissolved in dioxane methanol (3:1, v/v, 4 mL), HC1 (0.5 M/aqueous methanol, 1 mL) and 10% Pd-C (29 mg, 0.014 mmol, 0.1 eq) were added. The reaction mixture was men stirred under H2 (1 atm) for 4 hrs. Half of the reaction mixture (2.5 mL) was removed from the reaction vessel and filtered through small Celite pad. The Celite pad was washed with methanol (2 mL x 3). The combined filtrates were concentrated under reduced pressure. The crude product was purified by preparative HPLC with a gradient of 5% acetonitrile/0.05 N HC1 to 40% acetonitrile/0.05 N HC1 over 20 min to yield the desired product 813-9-1 A as a yellow solid after lyophilization (22 nig, bis-HCl salt, 53%): ¾ NMR (400 MHz, CD3OD) 55.31 (d, J = 3.7 Hz, 1 IT), 4.40 (br d, J = 5.5 Hz, 1 H), 4.13 (s, 1 H), 3.64 (dd, J= 6.7, 1 .6 Hz, 1 H), 2.90-3.20 (m, 4 H), 3.05 (s, 3 H), 2,95 (s, 3 H), 2.50-2.62 (m, 1 H), 2.10-2.30 (m 3 IT), 1.55-1.70 (m, 1 H); MS (ESI) m/z 550.4 (M+H).

One half of the above reaction mixture (2.5 mL) was added with formaldehyde (0.1.0 mL, 37% in water, 1.33 mmol, 20 eq). The reaction mixture was stirred under H2 (1 atm) at rt for 72 h and filtered through a small Celite pad. The Celite pad was washed with methanol (2 mL x 3) and the combined filtrates were concentrated under reduced pressure. The crude product was purified by preparative HPLC with a gradient of 5% acetonitrile/0.05 N HCl to 40% acetonitrile/0.05 N HCl over 20 min to yield the desired product S13-9-2A as an orange solid after lyophilizaiion (16 mg, bis-HCl salt, 38%): ^! H NMR (400 ME-Iz, CD3OD) «55.42 (d, J = 3.0 Hz, 1 H), 4.40 (br s, 1 II), 4.13 (s, 1 H), 3.70-3.80 (m, 1 H), 2.94-3.15 (m, 4 H), 3.08 (s, 3 H), 3.05 (s, 3 H), 2.95 (s, 3 H), 2.55-2.65 (m, 1 H), 2.20-2.35 (m, 3 H), 1.58-1.70 (m, 1 H); MS (ESI) m z 564,3 (M+H).

Compound S13-8B (0.146 mmol, crude) was similarly treated as 813-8 A to yield the following desired compounds: S13-9-1B (19 mg, bis-HCl salt, yellow solid, 42%): ¾ NMR (400 MHz, CD3OD) δ

5.30 (d, J= 3.0 Hz, 1 H), 4.40 (br d, J= 5.5 Hz, 1 H), 4.13 (s, 1 H), 3.63 (dd, J= 6.3, 11.6 Hz, 1 H), 2.90-3.22 (m, 4 H), 3.04 (s, 3 H), 2.94 (s, 3 H), 2.52-2.61 (m, 1 H), 2.08-2.30 (m, 3 H), 1.56-1.68 (m, 1 H); MS (ESI) m/z 550.4 (M+H).

S13-9-2B (18 mg, bis-HCl salt, yellow solid, 39%): ¾ NMR (400 MHz, CD3OD) δ 5.41 (d, J = 2,8 Hz, 1 H), 4.39 (br s, 1 H), 4.14 (s, 1 H), 3.70-3.78 (m, 1 H), 2.90-3.25 (m, 4 II), 3.11 (s, 3 H), 3.04 (s, 3 li), 2.95 (s, 3 H), 2.54-2.63 (m, 1 H), 2.20-2.35 (m, 3 IT), 1.58-1.69 (m, 1 H); MS (ESI) m z 564.3 (M+H).

The following compounds were prepared per Scheme 14.

Compound 814-2 was prepared from compoimd S14-i (obtained via standard benzylation of the corresponding phenol, which was prepared according to literature procedures including WO2012/021712 Al) and diallylenone S2-3 by using General Procedure E: ³ H NMR (400 MHz, CDCb) δ 16.05 (s, IH), 7.52-7.42 (m, 4H), 7.41-7.25 (m, 6H), 7.13- 7.07 (m, IH), 6.83 (dd, J = 9.4, 4.1 Hz, IH), 5.85-5.73 (m, 2H), 5.36 (s, 2H), 5.24-5.07 (m, 6H), 4.08 (d, J = 10.1 Hz, IH), 3.36-3.27 (m, 2H), 3.25-3.10 (m, 3H), 3.04-2.9 (m, IH), 2.68- 2.57 (m, IH), 2.54-2.39 (m, 2H), 2.15-2.08 (in, 111), 0.816 (s, 9H), 0.25 (s, 311), 0.12 (s, 3H); MS (ESI) mJz 777.58 (M+H).

Compound S14-3 and §14-4 were prepared from compound S14-2 by using General Procedure A. S14-3: ¾ NMR (400 MHz, CDCb) δ 16.61 (s, IH), 7.54-7.42 (m, 4H), 7.42- 7.26 (m, 6H), 7.08 (t J= 8.4 Hz, IH), 6.83 (dd, J= 9.0, 4.0 Hz, IH), 5.39, 5.35 (ABq, J= 12.2 Hz, 2H), 5.23, 5.14 (ABq, J = 12.2 Hz, 2H), 3.92 (d, J = 2A Hz, IH), 3.02 (dd, J = 16.0, 3.6 Hz, IH), 2.87-2.75 (m, IH), 2.64-2.57 (m, III), 2.19 (t, J = 16.0 Hz, IH), 2.15-2.05 (m, 2H), 0.73 (s, 9H), 0.20 (s, 3H), 0.09 (s, 3H); MS (ESI) 697.53 iw z (M+H). S14-4: ¾ NMR (400 MHz, CDCb) (5 16.66 (s, IH), 7.54-7.42 (m, 4H), 7.42-7.25 (m, 6H), 7.10-7.04 (m, IH), 6.83 (dd, J= 9.2, 4.5 Hz, IH), 5.93-5.78 (m, IH), 5.41-5.34 (m, 2H), 5.30-5.08 (m, 4H), 4.69 (d, J - 6.1 Hz, I H), 3.76-3.70 (m, H), 3.58-3.50 (m, IH), 3.46-3.37 (m, I H), 3.02-2.94 (m, I H), 2.83-2.67 (m, 2H), 2.15 (t, J= 15.0 Hz, IH), 2.06-1.98 (m, IH), 0.72 (s, 9H), 0.20 (s, 3H), 0.07 (s, 3H); MS (ESI) z 737.51 (M+

Compound S14~6~l was prepared from compound S14-3 by using General Procedures C and D-2: S14-6-1: *H NMR (400 MHz, CD3OD, hydrochloride salt) 61.26 (t, J = 8.9 Hz, IH), 6.80 (dd, J= 9.2 4.0 Hz, IH), 3.87 (s, IH), 3.15 (dd, J= 15.3, 4.9 Hz, 1H), 2.97 (qd, J= 9.8, 4.9 Hz, 1H), 2.61 (dt, J = 12.6, 2.1 Hz, IH), 2.29 (t 7 = 10.4 Hz, 1H), (qd, 7 = 13.7, 2.4 Hz, 1H), 1.59 (td, J= 13.3, 10.6 Hz, 1H); MS (ESI) m z 405.25 (M+H).

Compound S14-6-2 was prepared from compound S14-2 by using General Procedures

C and D~2: S14-6-2 ^! H NMR. (400 MHz, CD3OD, hydrochloride salt) ί 7.26 (t, J - 9.2 Hz, 1H), 6.81 (dd, J = 9.2, 4.0 Hz, 1H), 3.86 (s, 1H), 3.27-3.17 (m, 2H), 3.16-3.09 (in, 1H), 3.04- 2.92 (m, 1H), 2.82 (d, J= 12.8 Hz, 1H), 2.27 (t, J= 14.6 Hz, 1.H), 2.19 (dq, J= 13.6, 2.6 Hz, 1H), 1.76 (td, J= 15.6, 7.7 Hz, 2H), 1.57 (td, J- 13.4, 11.0 Hz, 1H), 1.03 (i, J= 7.3 Hz, 311); MS (ESI) m/z 447.33 (M+H).

Compounds §14-6-3 and S14-6-4 were prepared from compound S14-4 with HCHO by using General Procedures B-1, C, and D2. S14-6-3: ¾ NMR (400 MHz, CD3OD, hydrochloride salt) d 7.27 (t, J= 8.9 Hz, 1H), 6.81 (dd, J - 9.2, 4.0 Hz, 1H), 3.78 (s, 1H), 3.14 (dd, = 15.0, 4.6 Hz, 1H), 3.04-2.93 (m, 2H), 2.90 (s, 3H), 2.80-2.73 (m, III), 2.28 (t, J= 14.6 Hz, 1H), 2.18 (dq, J= 13.6, 2.6 Hz, 1H), 1.62-1.50 (m, 1H), MS (ESI) m z 419.32 (M+H). S14- 6-4: ¾ NMR. (400 MHz, CD3OD, hydrochloride salt) δ 7.27 (t, J - 9.2 Hz, I H), 6.81 (dd, J = 9.2, 4.0 Hz, 1H), 4.19 (s, 0.5H), 4.09 (s, 0.5H), 3.39-3.31 (m, I H) 3.22-3.09 (m, 2H), 3.08-2.86 (m, SIT), 2.34-2.13 (m, 2H), 1.90-1.56 (m, 3H), 1.08-0.95 (m, 3H); MS (ESI) m/z 461.32 (M+H).

Compound S14-6-5 was prepared from compound SJ4-3 with CH3CHO by using General Procedures B-1 (at 0 °C), C, and D2: ¾ R (400 MHz, CD3OD, hydrochloride salt) 7.26 (i, J= 8.9 Hz, IH), 6.81 (dd, J = 9.2, 4.0 Hz, IH), 3.84 (s, IH), 3.48-3.30 (m, 2H), 3.14 (dd, / = 14.6, 4.3 Hz, 1H), 3,03-2.92 (m, IH), 2.79 (d, J = 12.2 Hz, IH), 2.27 (t /= 14.4 Hz, IH), 2.19 (qd, J= 11.2, 3.2 Hz, 1H), 1.62-1.50 (m, 1H), 1.35 (t, ,/= 7.3 Hz, 3H); MS (ESI) m/z 433.31 (M+H).

Compound SI4-6-6 was prepared from compound S14-3 with CHsCHO by using General Procedures B-1 (at 0 °C), then B~l again with HCHO, C and D-2: 'HTslMR (400 MHz, CDsOD, hydrochloride salt) c?7.27 (t, J= 8.9 Hz, IH), 6.81 (dd, J = 9.2, 4.0 Hz, 1H), 4.21 (s, 0.5H). 4.10 (s, 0.511), 3.52-3.41 (m, IH), 3.38-3,29 (m, lh), 3.19-3.11 (m, 1H), 3.09-2,85 (m, 5H), 2.34-2.15 (m, 2H), 1.71-1.56 (m, IH), 1.44-1.33 (m, 3H); MS (ES!) m/z 447.29 (M+H).

Compound S14-6-7 was prepared from compound S14-3 with CHsCHO by using General Procedures B-1, C, and D2: ^l H. NMR (400 MHz, CD3OD, hydrochloride salt) £7.27 (t, J~ 9.2 Hz, lH), 6.81 (dd, J = 9.2, 4.0 Hz, 1H), 4.23 (s, 1H), 3.63-3.52 (m, 1H), 3.80-3.40 (m, 2H), 3.35-3.24 (m, III), 3.19-3.11 (m, III), 3.07-2.96 (m, III), 2.88 (d, J= 12.8 Hz, IH), 2.32-2.16 (m, 2), 1,69-1,56 (m, IH), 1.40 (t, /= 7.0 Hz, 6H); MS (ESI) m z 461.32 (M+H).

Compound S14-6-S was prepared from compound S14-3 with Ac2<3 using General Procedures B-2, C, and D~2: ^l H NMR (400 MHz, CD3OD, hydrocMoride salt) δ 7.23 (t, J = 9.2 Hz, IH), 6.76 (dd, J = 9.2, 3.7 Hz, IH), 4.70-4.59 (m, H), 3.10-3.03 (m, I H), 3.02-2.91 (m, IH), 2.53-2.30 (m, 2H), 2.03 (s, 3H), 1.65-1.56 (m, IH); MS (ESI) m/ 447.24 (M+H).

Compound S14-6-9 was prepared from compound S14-3 with MssO using General Procedures B-2, C, and D~2: ¾ NMR (400 MHz, CDsGD, hydrochloride salt) 7,24 (t, J = 8.9 Hz, IH), 6.77 (dd, J - 8.9, 4.0 Hz, IK), 4.09 d, J = 4.3 Hz, IH), 3.16-3.08 (m, 4H), 3.04- 2.92 (m, IH), 2.53-2.40 (m, 2H), 2.31-2.23 (m, IH), 1.72-1.61 (m, IH); MS (ESI) m/z 483.1 (M+H).

The following compounds were prepared per Scheme 15.

Compound Si 5-2 was prepared from compound S15-1 (prepared according to literature procedures including WO2011/025982 A2) and diallyienone 82-3 by using General Procedure E: ¾ NMR (400 MHz, CDCb) δ 16.07 (s, IH), 7.51-7.43 (m, 4H), 7.40-7.25 (m, 6H), 6.92, 6.82 (ABq, J = 8.8 Hz, IS), 5.88-5.73 ( n, 2H), 5.35 (s, 2H), 5.23-5.06 (m, 6H), 4.11 (d, J = 9.8 Hz, 111), 3.80 (s, 3H), 3.36-3.15 (m, 511), 3.00-2.77 (m, IH), 2.56-2.34 (m, 3H), 2.15-2.08 (m, IH), 0.81 (s, 9H), 0.25 (s, 3H), 0.12 (s, 3H); MS (ESI) m/z 789.55 (M+H).

Compound 515-3 and S1S-4 were prepared from compound SlS-2 by using General Procedure A. S1S-3: ¾ MR (400 MHz, CDCb) δ 16.63 (s, IH), 7.53-7.46 (m, 4H), 7.41- 7.27 (m, 6H), 6.93 (d, J= 9.2 Hz, IH), 6.85 (d, J= 9.2 Hz, IH), 5.41, 5.36 (ABq, J= 12.1 Hz, 2H), 5.22, 5.12 (ABq, J= 12.1 Hz, 2H), 3.96-3.92 (m, IH), 3.66 (s, 3H), 3.16 (dd, J= 15.9, 4.3 Hz, IH), 2.84-2.72 (m, IH), 2.64-2.57 (m, IH), 2.13-2.06 (in, 3H), 0.75 (s, 9H), 0.22 (s, 3H), 0.12 (s, 3H); MS (ESi) m/z 709.49 (M+H). S15-3: ⁱ H M.R. (400 MHz, CDCb) £16.70 (s, IH), 7.54_7.46 (m, 4H), 7.41-7.28 (m, 6H), 6.93 (d, J= 9.2, IH), 6.85 (d, J = 9.2 Hz, IH), 5.95-5.84 (m, IH), 5.42, 5.37 (ABq, J= 1.2.2 Hz, 2H), 5.32-5.08 (m, 4H), 3.77 (s, 3H), 3.56 (dd, J - 13.2, 6.7 Hz, IH), 3.47-3.39 (m, IH), 3.1 1 (dd, J = 15.9, 4.9 Hz, IH), 2.80-2.68 (m, 2H), 2.61-2.45 (m, IH), 2.08-1.98 (m, 2H), 1.51-1.39 (m, IH), 0.73 (s, 9H), 0.22 (s, 3H), 0.10 (s, 3H); MS (ESi) m/z 749.48 (M+H).

Compound S1S-6-1 was prepared from compound S15-3 by using General Procedures C and D-2: §15-6-1: ¾ NMR (400 MHz, CDsOD, hydrochloride salt) δ 7.21 (d, J ^::: 9.2 Hz, IH), 6.78 (d, J= 9.2 Hz, H), 3.83 (s, IH), 3.77 (s, 3H), 2.93-2.82 (m, IH), 2.60-2.52 (m, IH), 2.22-2.07 (m, 2H), 1.63- (M+H).

S15-6-2 S15-6-3

Compoimds SIS-6-2 and SI5-6-3 were prepared from compound SlS-2 by using General Procedures C and D-2. 815~6~2: ¾ NMR (400 MHz, CD3OD, hydrochloride salt) δ 7.21 (d, J= 9.2 Hz, IH), 6.78 (d, J= 9.2 Hz, H), 3.85 (s, 1 H), 3.77 (s, 3H), 3.28-3.14 (m, 3H), 2.96-2.84 (m, IH), 2.80 (d, J= 12.2 Hz, III), 2.20-2.05 (m, 2H), 1.81-1.65 (m, 2H), 1.60-1.48 (m, IH), 1.02 (t. J= 7.3 Hz, 3H); MS (ESI) m/z 459.4 (M+H). S15-6-3: ¾ NMR (400 MHz, CD3OD, hydrochloride salt) £7.22 (d, J= 9.2 Hz, IH), 6.78 (d, J= 9.2 Hz, IH), 4.18 (s, IH), 3.77 (s, 3H , 3.39-3.14 (m, 5H), 3.04-2.64 (m, 2H), 2.20-2.08 (m, 2H), 1.90-1.74 (m, 2H), 1.70- 1.52 (m, -0.98 (m, 6H); MS (ESI) m/z 501.3 (M+H).

Compounds S14-6-4 and S14-6-5 were prepared from compound S15-4 with HCHO by using General Procedures B-I, C. and D2. S15-6-4:¾ NMR (400 MHz, CDsOD, hydrochloride salt) £ 7.21 (d, J = 9.2 Hz, IH), 6.78 (d, J = 9.2 Hz, IH), 3.80-3.76 (m, 4H), 3.26-3.20 (m, IH), 2.95-2.84 (m, 4H), 2.78-2.71 (m, IH), 2.19-2.04 (m, 2H), 1.60-1.47 (m, IH); MS (ESI) m/z 431,2 (M+H), 81§-6~5:¾ NMR (400 MHz, CD3OD, , hydrochloride salt, rotamers) δ 7.21 (d, J= 9.2 Hz, IH), 6.78 (d, J= 9.2 Hz, IH), 4.18 (s, 0.5H), 4.08 (s, 0.5H), 3.78 (s, 3H), 3.40-3.23 (m, 3H), 3.22-3.10 (m, IH), 3.04-2.85 (m, 4H), 2.23-2.06 (m, 2H), 1.90- 1.69 (m, 2H), 1.69-1.54 (m, IH), 1.07-0.96 (m, 3H); MS (ESI) m z 473.2 (M+H),

Compound §15-6-6 was prepared from compound SiS-3 with CH3CHO by using General Procedures B-l (at 0 °C), C, and. B2: ¾ NM (400 MHz, CD3OD, hydrochloride salt) £7.21 (d, J= 9.2 Hz, IH), 6.77 (d, J = 9.2 Hz, IH), 3.84 (s, IH), 3.77 (s, 3H), 3.45-3.20 (m, 2H), 2.96-2.83 (m. IH), 2.78 (d, J= 12.8 Hz, I H), 2.21-2.00 (m, 2H), 1.59-1.46 (m, IH), 1.35 (t, J= 7.3 Hz, 3H); MS (ESI) /z 445.2 (M+H).

Compound S15-6-7 was prepared from compound S15-3 with CH3CHO by using

General Procedures B-l (at 0 °C), then B-l again with HCHO, C and D-2: Ή NMR (400 MHz, CD3OD, hydrochloride salt, rotamers) £7,22 (d, J= 9.2 Hz, IH), 6.77 (d, J= 9.2 Hz, IH), 4.20 (s, 0.5H), 4.09 (s, 0.5H), 3.77 (s, 3H), 3.52-3.40 (m, IH), 3,38-3.22 (m, 2H), 3.04-2.83 (m, 5H), 2.23-2.06 (m, 2H), 1.70-1.53 (m, IH), 1.44-1.33 (m, 3H); MS (ESI) m z 459.2 (M+H).

Compound SlS-6-8 was prepared from compound 815-3 with CHsCHO by using General Procedures B~l, C, and B2: ^! H NMR (400 MHz, CD3OD, hydrochloride salt) 3721 (d, J = 9.2 Hz, IH), 6.77 (d, J = 9.2 Hz, IH), 4.22 (s, IH), 3.77 (s, 3H), 3.64-3.52 (m, IH), 3.48-3.37 (m, 2H), 3.30-3.23 (m, 2H), 3.01-2.81 (m, 2H), 2.23-2.05 (m, 2H), 1.66-1.53 (m, IH), 1.39 (t, J= 7.3 Hz, 6H); MS (ESI) m/z 473.2 (M+H).

S1S-S-3

Compound SlS-6-9 was prepared from compound S15-3 with AC2O using General Procedures B-2, C, and D-2: ¾ NMR (400 MHz, CD3OD, hydrochloride salt, roiamers) 37.18 (d, ,/ = 9.2 Hz, IH), 6.75 (d, J = 8.5 Hz, IH), 4.71-4.64 (m, IH), 3.77 (s, 3H), 3.20 (dd, J = 16.5, 4.9 Hz, IH), 2.94-2.84 (m, Hi), 2.46-2.22 (m, 3H), 2.03 (s, 3H), 1.63-1.52 (m, IH); MS

Compound 815-6-10 was prepared from compound S1S-3 with Ms ₂ Q using General

Procedures B-2, C, and D-2: ¾ NMR (400 MHz, CD3OD, hydrochloride salt, rotamers) 37.18 (d, J= 9.2 Hz, IH), 6.74 (d, J= 9.2 Hz, IH), 4.71-4.64 (m, IH), 4.08 (d, ./== 4.3 Hz, IH), 3.77 (s, 3H), 3.23 (dd, J= 15.9, 4.9 Hz, IH), 3.13 (s, 3H), 2.95-2.84 (m, IH), 2.48 (td, J= 7.2, 3.5 Hz, IH), 2.33-2.18 (m, 2H), 1.69-1.58 (m, IH); MS (ESI) m z 495.18 (M+H). Scheme 16

The following compounds were prepared per Scheme 16.

Compound 816-2-1 was prepared from 816-1 (6.574 g, 12.36 mmol, 2.1 eq) arsd C-4 ethylmethylamino enone S2-3 (3.149 g, 5. §9 mmol, 1 eq) by using General Procedure E, Product 816-2-1 (1.321 g, 23%): ¾ NMR (400 MHz, CDCb) δ 16.17 (s, 1H), 7.55-7.50 (m, 4H), 7.41-7.30 (m, 8 H), 7.29-7.22 (m, 4H), 7.18-7.11 (m, 4H), 6.68 (d, J= 11.0 Hz, 1H), 5.88- 5.76 (m, 2H), 5.37 (s, 2H), 5.27-5.10 (m, 5H), 5.00 (d, J= 9.5 Hz, 1H), 4.33 (d, J = 14.6 Hz, 2H), 4.19 (d, 14.0 Hz, 2H), 3.38-3.19 (m, 4H), 3.13-2.95 (m, 2H), 2.17-2.10 (m, 1H), 0.83 (s, 9H), 0.26 (s, 3H), 0.15 (s, 3H); MS (ESI) m z 972.55 (M+H).

Compound S16-2-2 was prepared from compound S16-2-1 (1.321 g, 1.36 mmol, 1 eq) by using General Procedure A. SI 6-2-2 (884 mg, 72%): ¾ NMR (400 MHz, CDCb) δ 16.52 (s, 1H), 7.40-7.33 (m, 4H), 7.30-7.20 (m, 6H), 7.20-7.13 (m, 2H), 7.09-7.02 (m, 4H), 6.56 (d, J= 10.4 Hz, 1H), 5.31, 5.26 (ABq, J= 16.8 Hz, 2H), 5.17, 5.04 (ABq, J- 10.4 Hz, 2H), 4.26, 4.11 (ABq, _/= 14.0 Hz, 2H), 3.82 (s, 1H), 2.82 (dd, J= 15.3, 4.3 Hz, 1H), 2.64-2.52 (m, 111), 2.52-2.44 (m, 1H), 2.08-1.92 (m, 4H), 0.67 (s, 9H), 0.12 (s, 3H), 0.00 (s, 3H); MS (ESI) mJz 892.56 (M+H).

Compound S16-3 was prepared from compound S16-2-2 (884 mg, 0.99 inmol, 1 eq) using General Procedure C, followed by treatment with Boc20 (227 mg, 1.04 mmol, 1.05 eq) in DCM (10 mL) at 0 °C. followed by warming to ambient temperature until complete by LCMS analysis. The reaction solution was diluted with saturated aqueous ammonium chloride (30 mL) and extracted with EtOAc (2 x 35 mL). The combined organic layers were washed with brine, dried over NaaSOt, filtered and concentrated under reduced pressure. The resulting crude product was purified via flash column chromatography on silica gel using 8%-50% EtOAc hexanes to yield the desired product S16-3 (750 mg, 86%): 'HNMS. (400 MHz, CDCb) δ 16.03 (s, III), 7.50-7.21 (in, 15H), 7.18-7.11 (m, 5 IT), 6.68 (d, J = 10.4 Hz, III), 5.83-5.77 (m, 1H), 5.35 (s, 2H), 5.23 (d, J ^::: 9.7 Hz, III), 5.13-5.03 (m, 111), 4.57 (s, III), 4.33 (d, J = 14.6 Hz, 2H), 4.22 (d, J = 14.0 Hz, 2H), 2.92-2.85 (m, 1H), 2.70-2.57 (m, 2H), 2.16-2.05 (m, 2H), 1.57 (s, 9H); MS (ESI) m/z 878.61 (M+H).

Compound S16-4 was prepared by dissolving S16-3 (750 mg, 0.854 mmol, 1 eq) in methanol :dioxane (1 :1 , 8 mL) with 1 N aqueous HCl (854 μΐ,, 1 eq). Pd-C ( 0wt%, 106 mg) was added in one portion and the reaction vessel was sealed and purged with hydrogen by briefly evacuating the flask followed by flushing with hydrogen gas (1 atm). The reaction mixture was stirred under a hydrogen atmosphere (1 aim) at rt for 6.5 hr. The reaction was filtered through a small Celite pad. The cake was washed with CH3OH. The filtrate was concentrated and the resulting orange foam was used without further purification. S16-4: MS (ESI) m/z 518.26 (M-H).

To a solution of S16-4 (20mg, 0.038 mmol, 1 eq) in CH3OH (750 μί) was added concentrated HCl (12N, 200 μΐ,). The reaction was stirred at room temperature for 4 hr. The solution was concentrated under reduced pressure and the residue was dissolved in 0.05 NHCl in water and the resulting solution was purified by preparative reverse phase HPLC on a Waters Autopurifieation system using a Phenomenex Polymerx 10 μ RP-γ 100A column [10 μηι, 150 x 21,20 mm; flow rate, 20 mL/min; Solvent A: 0.05 N HCl/water; Solvent B: CHsCN; injection volume: 2.0 mL (0.05 N HCl/water); gradient: 5→30% B in A over 20 min; mass- directed fraction collection]. Fractions containing the desired product were collected and freeze-dried to yield compound S16-5: Ή M (400 MHz, CDsOD, dihydrochloride salt) δ 7.38 (d, /= 8.6 Hz, 1H), 3.88 (s, 1H) _S 3.23-3.10 (m, 1H), 3.09-2.95 (m, lH), 2.64 (d, /= 12.2 Hz, lH), 2.42-2.30 (m, 1H), 2.29-2.19 (m, lH), 2.68-2.45 (m, 1H); MS (ESI) m/z 420.2 (M+H).

Gen ral Procedure H (acylation/amine addition): To a solution of 816-4 (32 mg, 0.62 mmol, 1 eq) in DMPU:C¾CN (400 μΕ:1.6 mL) was added Na2C(¾ (32 mg, 0.302 mmol, 5 eq) and bromoacetylbromide (6.5 μΕ, 0.72 mmol, 1.2 eq). This mixture was stirred under an atmosphere of nitrogen for 1.5 hr. A solution of methylamine (2.0 M in TffF, 335 μΕ, 0.62 mmol, 10 eq) was added and the reaction was stirred at room temperature for 17 hr. The reaction solution was concentrated under reduced pressure, then dissolved in CEbOH (400 uh) and added dropwise to rapidly stirring MTBE (15 mL). The resulting green precipitate was filtered off on a Celite pad and washed with MTBE. The solid was washed off the Celite pad with CH3OH containing several drops of concentrated HQ. The resulting orange solution was concentrated in vacuo. The crude residue w ^r as dissolved in CH3OH (1 mL), to which was added 0.05 NHCl in water (300 μΐ.) and concentrated HQ (200 μΐ,). The reaction solution was stirred at room temperature for 1.5 hr. The solution was concentrated under reduced pressure and the resulting residue was dissolved in CH3OH (800 ί) and added to rapidly stirring MTBE (15 mL). The resulting orange precipitate was filtered through a Celite pad and washed as before, then washed off the Celite pad with CH3OH. The solution was concentrated under reduced pressure. The residue was dissolved in 0.05 N HC1 in water and the resulting solution was purified by preparative reverse phase HPLC on a Waters Autopurifieation system using a Phenomenex Polymerx 10 μ RP-y 100A column [10 urn, 150 x 21.20 mm; flo rate, 20 mL/min; Solvent A: 0.05 N HCl/water; Solvent B: CH3CN; injection volume: 2.0 mL (0.05 N HCl water); gradient: 5→30% B in A over 20 mm; mass-directed fraction collection]. Fractions containing the desired product were collected and freeze-dried to yield compound S16-6-1 (4.9 mg, 4%): ¾ NMR (400 MHz, CD3OD, dihydrochlonde salt) δ 8.22 (d, J - 1 .0 Hz, H), 4.06 (s, 2H), 3.88 (s, IH), 3.18-3.10 (m, IH), 3.07-2.93 (m, 1H), 2.77 (s. 3H), 2.62 (d, J= 12.8 Hz, IH), 2.33-2.18 (m, 2H), 1.6 -1.56 (m, Hi); MS (ESI) m r 491.21 (M+H).

Compound S16-6-2 was prepared from compound S16-4 with ethylamine using General Procedure H: ¾ NMR (400 MHz, CD30D, dihydrochloride salt) 8.22 (d, J- 11.0 Hz, 1H), 4.07 (s, 2H), 3.88 (s, IH), 3.18-3.10 (m, 3H), 3.07-2.93 (m, IH), 2.67-2.60 (m. Hi), 2.33-2.20 (m, 2H), 1.64-1.56 (m, IH) 1.35 (t, J= 7.3 Hz, 3H); MS (ESI) m z 565.19 (M+H).

S1 S-6-3

compouna si¾-# WITH propylamine using General Procedure H: ¾ NMR (400 MHz, CD3OD, dihydrochloride salt) £ 8.22 (d, / = 11.0 Hz, IH), 4.08 (s, 2H), 3.89 (s, IH), 3.17-2.92 (m, 4H), 2.66 (d, J= 12.2 Hz, I H), 2.33-2.20 (m, 2H), 1.85-1.72 (m, 2H), 1.64-1.56 (m, 1H), 1.04 (t, J = 7.6 Hz, 3H); MS (ESI) m z 519.26 (M+H).

Compound S 16-6-4 was prepared from compound Sl.6-4 with butylamine using General Procedure H: ¾ NMR (400 MHz, CDsOD, dihydrochloride salt) 8.22 (d, J = 11.0 Hz, IH), 4.08 (s, 2H), 3.88 (s, H), 3.18-2.94 (m, 4H), 2.66 (d, J= 12.2 Hz, IH), 2.33-2.20 (m, 2H), 1.78-1.68 (m, 2H), 1.64-1.52 (m, IH), 1.48-1.38 (m, 2H), 1.00 (t, J = 7.6 Hz, 3H); MS (ESI) m/z 533.32 (M+H). Compound SI6-6-5 was prepared from compound §16-4 with isopropylamine using General Procedure H: ³ H NMR (400 MHz, CD3OD, dihydrochloride salt) 8.23 (d, J - 11.0 H , 1.H), 4.08 (s, 2H), 3.88 (s, 1.H), 3.52-3.43 (m, IH), 3.18-3.10 (m, IH), 3.05-2.95 (m, IB), 2.63 (d, J= 12.8 Hz, IH), 2.35-2.20 (m, 2H), 1.64-1.56 (m, IH), 1.37 (d, J= 6.8 Hz, 611); MS (ESI) m/z 51

Compounds 816-6-6 and S16~6~7 were prepared from compound 816-4 with dimethylamine using General Procedure H. S16-6-6: ³ H NMR (400 MHz, CD3OD, dihydrochloride salt) δ 8.22 (d, J= 11.0 Hz, IH), 4.22 (s, 2H), 3.87 (s, I H), 3.18-3.10 (in, IH), 3.07-2.93 (m, 7H), 2.77 (s. 3H), 2,64-2.00 (m, IH), 2.33-2.18 (m, 2H), 1.64-1.56 (m, IH); MS (ESI) 505.27 m/z (M+H). S16-6-7: ^l H NMR (400 MHz, CD3OD, dihydrochloride salt) «58.22 (d, J = 11.0 Hz, IH), 4.78-4.74 (m, IH), 4.22 (s, 2H), 3.18-3.08 (m, H), 2.99 (s, 6H), 2.92- 2.74 (m, 2H), 2.36-2.27 (s. IH), 2.14-2.05 (m, IH), 1.52-1.42 (m, IH); MS (ESI) m z 505.27

Compounds Si6~6-8 and Sl.6-6-9 were prepared from compound Sl.6-4 with dimethylamine using General Procedure H. S 16-6-8: ³ H NMR (400 MHz, CDsOD, dihydrochloride salt) 8.22 (d, J= 11.0 Hz, IH), 4.28 (d, J= 17.7 Hz, IH), 4.16 (d, J = 17.7 Hz, IH), 3.88 (s, 111), 3.50-3.23 (m, 2H), 3.17-3.10 (m, IH), 3.03-2.94 (m. 4H), 2.64-2.60 (m, IH) 2.36-2.19 (m, 2H), 1.66-1.55 (m, IH). 1.38 (t J = 7.3 Hz, 3H); MS (ESI) m/z 519.26 (M+H). S16~6~9: ¾ NMR (400 MHz, CD3OD, dihydrochloride salt) 8.22 (d, J = 11.0 Hz, IH), 4.78-4.74 (m, IH), 4.28 (d, ./ = 17.7 Hz, H), 4.16 (d, J = 17.7 Hz, IH), 3.50-3.23 (m, 211% 3.17-3.10 (m, IH), 3.03-3.73 (m, 6H), 2.37-2.26 (m, IH), 2.15-2.05 (m, IH), 1.51-1.35 (m, 4H); MS (ESI) m/z 519.

S1S-8-10 Compound SI6-6-10 was prepared from compound S16-4 with N-methylpropylamine using General Procedure H: ¾ NMR (400 MHz, CD3OD, dihydrochloride salt) δ 8.22 (d, J ~ 11.0 Hz, IH), 4.29 (d, J = 16.5 Hz, I H), 4.18 (d, J = 18.9 Hz, IH), 3.30-3.12 (m, 2H), 3.15- 2.92 (m, 4H), (d, 7 = 12.2 Hz, IH), 2.36-2.20 (m, 2H), 1.86-1.76 (m, 2H), 1.64-1.56 (m, IH), 1.03 (t, J= 7.3 Hz, 3H); MS (ESI) m z 533.23 (M+H).

Compound S16-6-11 was prepared from compound SI6-4 with N- methylisopropylamme using General Procedure H: ¾ NMR. (400 MHz, CD3OD, dihydrochloride salt) δ 8.23 (d, J= 11.0 Hz, IH), 4.30 (d, J - 15.9 Hz, IH), 4.09 (d, J - 15.9 Hz, IH), 3.88 (s, IH), 3.72-3.65 (m, IH), 3.18-3.10 (m, IH), 3.05-2.93 (m, IH), 2.90 (s, 3H), 2.66-2.61 (m, IH), 2.35-2.18 (m, 2H), 1.59-1.52 (m, IH), 1.43-1.32 (m, 6H); MS (ESI) m z 533.25 (M+H).

Compound S16-6-12 was prepared from compound S16-4 with N-ethyKsopropylamine using General Procedure H: ¾ NMR (400 MHz, CD3OD, dihydrochloride salt) 8.22 (d, J~ 11.0 Hz, IH), 4.31 (d, J= 17.1 Hz, IH), 4.08 (d, J= 16.5 Hz, IH), 3.88 (s, IH), 3.82-3.72 (m, IH), 3.41-3.32 (m, IH), 3.21-3.10 (m, I H), 3.17-2.93 (m, H), 2.66-2.61 (m, H), 2.35-2.18 (m, 2H), 1.64-1.52 (m, IH), 1.44-1.30 (m, 9H); MS (ESI) m z 547.26 (M+H).

Compound SI -6-13 was prepared from compound SI -4 with X-(-)^eo-bu1 1amine using General Procedure H: Ή NMR (400 MHz, CD3OD, dihydrochloride salt) £8.24 (d, J = 11.0 Hz, IH), 4.10 (s, 2H), 3.88 (s, IH), 3.72-3.65 (m, IH), 3.31-3.25 (m, 2H), 3.18-3.10 (m, IH), 3.05-2.93 (m, IH), 2.90 (s, 3H), 2.66-2.61 (m, IH), 2.35-2.18 (m, 2H), 1.88-1.82 (m, IH), 1.65-1.52 (m, IH), 1.38-1.25 (m, 3H), 1.04 (t 7= 7.9 Hz, 3H); MS (ESI) m z 533.23 (M+H).

Compound S16-6-14 was prepared from compound S16-4 with 5~(+)~s<?c~hutylamine using General Procedure H: Ή NMR (400 MHz, CD3OD, diliydroehloride salt) 8.23 (d, J = 11.0 Hz, lH), 4.09 (s, 2H), 3.87 (s, lH), 3.18-3.10 (m, 1H), 3.05-2.92 (m, lH), 2.65-2.60 (m, 1H), 2.36-2.18 (m, 2H), 1.944.80 (m, 1H), 1.66-1.53 (m, 2H), 1.33 (d, /= 6.7 Hz, 3H), 1.03 (t 7 = 7.3 Hz, 3H); MS (ES

S16-6-15

Compound S16-6-15 was prepared from compound S16-4 with isobutylamine using General Procedure Hi ¾ NMR (400 MHz, CD3OTX diliydroehloride salt) £ 8.24 (d, J = 11.0 Hz, 1H), 4.09 (s, 2H), 3.89 (s, III), 3.18-3.10 (m, 1), 3.15-2.92 (m, 3H), 2.67-2.60 (m, 111), 2.34-2.19 (m, 2H), 2.13-2.00 (m, 1H), 1.66-1.52 (m, 1H), 1.06 (d, J = 6.7 Hz, 6H); MS (ESJ) m z 533.32 (M+H).

Compound §16-6-16 was prepared from compound S16-4 with isoamylamine using

General Procedure H: ¾ NMR (400 MHz, CD3OD, diliydroehloride salt) £ 8.23 (d, J 1 1.0 Hz, 1H), 4.08 (s, 2H), 3.88 (s, 1H), 3.20-3.08 (m, 3H), 3.15-2.92 (m, 1H), 2.68-2.62 (m, lH), 2.36-2.20 (m, 2H), 1.78-1. = 6.1 Hz, 6H); MS (ESI) m/z 547.25 (M+H).

Compound S16-6-17 was prepared from compound 816-4 with 3,3- dimethylbutylacnine using General Procedure II: ^! H NMR (400 MHz, CD3OD, diliydroehloride salt) £ 8.23 (d, J = 11.0 Hz, 1H), 4.10 (s, 2H), 3.89 (s ₃ 1 H), 3.19-3.09 (in, 3H), 3.15-2.92 (m, IH), 2.68-2.62 (m, IH), 2.35-2.20 (m, 2H), 1.68-1.56 (m, 3H), 0.99 (s, 9H); MS (ESI) m/z 561.27 (M+H).

Compound S16-6-1S was prepared from compound SiS-4 witii azetidine using General Procedure H: ¾ NMR (400 MHz, CD3OD, dihydrochloride sail) <5> 8.18 (d, J = 11.0 Hz, IH), 4.42-4.30 (m, 4H), 4.27-4.10 (m, 2H), 3.87 (s, IH), 3.19-3.10 (m, IH), 3,02-2,92 (m, IH), 2.71- 2.59 (m, 2H), 2.53-2.40 (m, IH), 2,34-2.17 (m, 2H), 1.64-1.52 (in, IH); MS (ESI) m/z 517.27 (M+H).

S18-6-19

Compound S16-6-1 was prepared from compound S16-4 with piperidme using

General Procedure H: ¾ NMR (400 MHz, CDsOD, diliydrocliloride salt) δ 8.22 (d ₅ J = 11.0 Hz, IH), 4.19 (s, 211), 3.88 (s, IH), 3.77-3.5E (m, 2H), 3.20-3.08 (m, 3H), 3.07-2.94 (in, IH), 2.68-2.62 (m, IH), 2.35-2.20 (m, 2H), 2.00-1,82 (m, 5H), 1.65-1.52 (m, 2H); MS (ESI) m/z 545.25 (M+H).

Compound S16-6-2C? was prepared from compound SI6-4 with hexamethyleneimine using General Procedure H: Ή NMR (400 MHz, CD3OD, dihydrochloride salt) S 8.24 (d, J ^::: 11.0 Hz, IH), 4.27 (s, 2H), 3.89 (s, IH), 3.61-3.51 (m, 2H), 3.41-3.32 (m, 2H), 3.19-3.09 (m, ill), 3.07-2.94 (m, IH), 2.66-2.61 (m, IH), 2.35-2.20 (m, 2H), 2.06-1.90 (m, 4H), 1.86-1.69 (m ₃ 4H), 1.67-1.53 (m, IH): MS (ESI) m/z 559.56 (M+H).

Compound 816-6-21 and S16~fi~22 were prepared from compound S16-4 with heptamethyleneimine using General Procedure H. S16-6-21: ¾ NMR (400 MHz, CDsOD, dihydrochloride salt) δ 8,23 (d, J = 11 ,0 Hz, IH), 4.27 (s, 2H), 3.88 (s, 1 H), 3.58-3.45 (m, 2H), 3.43-3.32 (m, 2H), 3.18-3.09 (m, IH), 3.05-2.92 (m, IH), 2.68-2.59 (m, IH). 2.36-2.18 (m, 2H), 2.10-1.90 (m, 4H), 1.88-1.52 (m, 7H); MS (ESI) m/z 573.59 (M+H). S16-6-22: ¾ MR (400 MHz, CD3OD, dihydrochloride salt) <?8,23 (d, J= 11.0 Hz, IH), 4.74 (d, J= 4.9 Hz, IH), 4.25 (s, 2H), 3.56-3.45 (m, 2H), 3.41-3.31 (m, 2H), 3.16-3.07 (m, IH), 2.92-2.74 (m, 2H), 2,37- 2.26 (m, Hi), 2.12-1.89 (m, 5H), 1.86-1.61 (m, 5H), 1.51-1.40 (m, IH); MS (ESI) m/z 573.59

(M+H).

S 6-8-23

Compound S16-6-23 was prepared from compound S16-4 with cyclopropylamine using General Procedure H. ¾ NMR (400 MHz, CD3OD, dihydrochloride salt) «5 ^* 8.21 (d, J= 11.0 Hz, IH), 4,18 (s, 2H). 3.88 (s, IH), 3.18-3.08 (m, IH), 3.05-2.93 (m, IH), 2.90-2.81 (m, IH), 2,67-2.62 (m, IH). 2,33-2.19 (m, 2H), 1,64-1,53 (m, IH), 0.98-0.89 (m, 4H); MS (ESI) m/z 517.27 (M+H). Compound S16-6-24 was prepared from compound S16-4 with cyclobutylamine using

General Procedure H. ^" Ή NMR (400 MHz, CD3OD, dihydrochloride salt) δ 8.23 (d, J = 11.0 Hz, IH), 3.96 (s, 2H), 3.91-3.79 (m, 2H), 3.19-3.09 (m, H), 3.05-2.92 (m, IH), 2.68-2.60 (m, IH), 2.40-2.19 (m, 6H), 2.00- -1.53 (m, IH); MS (ESI) m/z 531.37 (M+H).

S1S-S-2S

Compound S16-6-2S was prepared from compound §16-4 with cyclopentylamine using General Procedure H. ¾ NMR (400 MHz, CD3OD, dihydrochloride salt) 38.25 (d, J = 11.0 Hz, IH), 4.09 (s, 2H), 3.88 (m, 2H), 3.68-3.58 (m, IH), 3.19-3.09 (m, IH), 3.05-2.92 (m, IH), 2.68-2.60 (m, IH), 2.38-2.12 (m, 4H), 1.91-1.54 (m, 7H); MS (ESI) w z 545.23 (M+H).

Compound SI6~fi~26 was prepared from compound 816-4 with cyclohexanemethylamine using General Procedure H. ¾ NMR (400 MHz, CD3OD, dihydrochloride salt) 38.23 (d, J = 11.0 Hz, IH), 4.07 (s, 2H) ₅ 3.87 (m, 2H), 3.19-3.09 (m, IH), 3.03-2.90 (m, 3H), 2.68-2.60 (m, IH). 2.38-2.20 (m, 2H), 1.91-1.71 (m, 6H), 1.65-1.55 (m, IH), 1.42-1.20 (m, 3H), -1.00 (m, 2H); MS (ESI) jw z 573.26 (M+H).

Compound S16-6-27 was prepared from compound SI6-4 wife cyelopropanemetiiylainnie using General Procedure H. ¾ NMR (400 MHz, CD3OD, dihydrochloride salt) £ 8.23 (d, J = 11.0 Hz, IH), 4.10 (s, 2H), 3.87 (m, 2H), 3.19-3.10 (m, IH), 3.04-2.92 (m, 3H), 2.65-2.60 (m, IH). 2.34-1.97 (m, 2H), 1.65-1.55 (m, IH), 1.16-1.08 (m, IH), 0.78-0.70 (m, 2H), -0.40 (m, 2H); MS (ESI) m/z 531.21 (M+H).

Compound SJ6-6-28 was prepared from compound SJ6-4 with morpholine using

General Procedure II, Ή NMR (400 MHz, CD30D, dihydrochloride salt) δ 8.21 (d, J = 1 1.0 Hz, IH), 4.26 (s, 2H), 4.13-3.97 (m, 2H), 3.95-3.81 (m, 3H), 3.67-3.51 (m, 2H), 3.38-3.33 (m, 2H), 3.19-3.10 (m, IH), 3.04-2.92 (m, 3H), 2.65-2.58 (m, IH), 2.34-1.97 (m, 2H), 1.65-1.55 (m, IH); MS (ESI) ra z 547.3

S16-6-29

Compound S 16-6-29 was prepared from compound SI6-4 with imidazole using

General Procedure H. ¾ NMR (400 MHz, CD3OD, dihydrochloride salt) 8.99 (s, IH). 8.16 (d, J= 10.8 Hz, III), 7.67 (s, IH), 7.60 (s, H), 5.32 (s, 2H), 3.87 (s, HI), 3.17-3.10 (m, IH), 3.05-2.92 (m, IH), 2.65-2.58 (m, IH), 2.34-2.15 (m, 2H) ₅ 1.65-1.52 (m, 1H); MS (ESI) m/z 528.1.5 (M+H).

Compound S16-6-30 was prepared from compound S16-4 with aniline using General Procedure H. ¾ NMR (400 MHz, CD ₃ OD, dihydrochloride salt) δ 8.29 (d, J= 11.0 Hz, 1H), 7.40-7.32 (m, 2H), 7.11-7.00 (m, 3H), 4.14 (s, 2H), 3.86 (s, IH), 3.19-3.09 (m, 1H), 3.02-2.90 (m ₃ IH), 2.65-2.55 (m, IH), 2.34-2.16 (m, 2H), 1.62-1.52 (m, H); MS (ESI) m z 551.21 (M- H).

Compound S16-6-31 and 816-6-32 were prepared from compound SI6-4 with 2- fluoroethyiamine hydrochloride (4 eq) using General Procedure H. S16-6-31: ^l H NMR. (400 MHz, CD3OD, dihydrochloride salt) 8.23 (d, 7= 11.0 Hz, 111), 4.88-4.83 (m, IH), 4.76-4.70 (m, IH), 4.16 (s, 2H), 3.87 (s, iil), 3.56-3.44 (m, 2H), 3.19-3.09 (m, IH), 3.06-2.94 (m, IH), 2.67-2.57 (m, IH), 2.34-2.16 (m, 2H), 1.62-1.52 (m, IH); MS (ESI) 523.27 JH Z (M+H). S16- 6-32: ¾ NMR (400 MHz, CD3OD. dihydrochloride salt) δ 8.25 (d, J = 11.0 Hz, IH), 4.89- 4.81 (m, IH), 4.78-4.72 (m, 2H), 4.17 (s, 2H), 3.56-3.44 (m, 2H), 3.19-3.09 (m, IH), 2.98-2.78 (m, IH), 2.39-2.24-2.67 (m, IH), 2.14-2.08 (m, H), 1.55-1.42 (m, IH); MS (ESI) m/z 523.27 (M+H).

Compound S16-6-33 was prepared from compound 816-4 with 2-methoxyethylamine using General Procedure H. ^l H NMR (400 MHz, CD3OD, dihydrochloride salt) δ 8.23 (d, J= 11.0 Hz, IH), 4.10 (s, 2H) _S 3.87 (s, IH), 3.72-3.67 (m, 111), 3.42 (s, 3H), 3.35-3.31 (m, 2H), 3.19-3.09 (m, IH), 3.04-2.92 (m, H), 2.65-2.60 (m, IH), 2.34-2.18 (m, 2H), 1.64-1.52 (m, IH); MS (ESI) m z 535.24 (M+H).

Compound 816-6-34 was prepared from compound 816-4 with N _? N~ dimethylethylenediamine using General Procedure H. ³ H NMR (400 MHz, CD30D, trihydrochloride salt) 8.23 (d, J= 11.0 Hz, IH), 4.21 (s, 2H), 3.87 (s, IH), 3.67-3.55 (m, 4H), 3.19-3.09 (m, IH), 3.05-2.92 (m, 7H), 2.65-2.60 (m, IH), 2.35-2.18 (m, 211% 1.64-1.52 (in, IH); MS (ESI) m/z 548.24 (M+H).

S1 S-6-35

Side-product 816-6-35 was also obtamed from the reaction to produce 816-6-34. ^l H NM (400 MHz, CDsOD, dihydiOc oride salt) £8.18 (d, J= 10.4 Hz, IH), 4.54 (s, 2H), 4.10- 4.02 (m, 2H), 3.87 (s, IH), 3.60-6.52 (m, 2H), 3.46 (s, 6H), 3.19-3.10 (m, III), 3.04-2.93 (m, IH). -2.59 (m, IH), 2.35-2.17 (m, 2H), 1.65-1.43 (m, IH); MS (ESI) m/z 548.5 (M+H).

Compounds 816-6-36 and S16-6-37 were prepared from compound Si6~4 with N- mefeylbuiylamine using General Procedure H. S16-6-36: ³ H NMR (400 MHz, CD3OD, dihydrocliloride salt) £ 8.23 (d, J = 11.0 Hz, IH), 4.31, 4.19 (ABq, J = 16.5 Hz, 2H), 3.88 (s, IH). 3.34-3.25 (m, IH), 3.23-3.11 (m, 2H), 3.05-2.94 (m, 4H), 2.67-2.60 (in, IH), 2.36-2.18 (m, 2H), 1.82-1.71 (m, 2H), 1.66-1.54 (m, IH), 1.50-1.39 (m, 2H), 1.02 (t J = 7.3 Hz, 3H); MS (ESI) iw z 547.26 (M+H). S16-6-37: ¾ NMR (400 MHz, CD3OD, dihydrochloride salt) δ 8.24 (d, J= 11.0 Hz, IH), 4.76 (d, J = 4.9 Hz, IH), 4.29, 4.19 (ABq, J = 16.8 Hz, 2H) _S 3.41- 3.24 (m, 2H), 3.21-3.10 (m, IH), 2.99 (s, 3H), 2.94-2.70 (m, 2H), 2.38-2.28 (m, IH), 2.13-2.05 (m, IH), 1.82-1.71 (in, 2H), 1.52-1.39 (m, 3H), 1.02 (t, J= 7.3 Hz, 3H); MS (ESI) m/z 547.26 (M+H).

S18-S-3S

Compound S16-6-38 was prepared from compound S16-4 with diethylamine using General Procedure H. ^' Ή NMR. (400 MHz, CD3OD, dihydrochloride salt) δ 8.21 (d, J = 11.0 Hz, IH), 4.24 (s, 2H), 3.88 (s, H), 3.39-3.30 (m, 4H), 3.14 (dd, J= 15.3, 4.3 Hz, IH), 3.05- 2.93 (m, IH), 2.64 (d, J- 12.8 Hz, IH), 2.35-2.18 (m, 2H), 1.64-1.51 (m, 1H), 1.36 (t, 7= 7.3 Hz, 6H); MS (ESI) m z 533.36 (M+H).

Compound S16-6-39 was prepared from 7-fluoro-9-pyrrolidinoacetamido-6-demethyl- 6-deoxytetracycline (J. Med. Chem., 2012, 597-605) in a manner similar to Sl-6-2. ¾ NMR (400 MHz. CB3OR dihydrochloride salt) 8.22 (d, /= 11.0 Hz, 1H , 4.74 (d, J= 4.9 Hz, 1H), 4.31 (s, 2H), 3.82-3.72 (m, 111), 3.23-3.06 (m, 3H), 2.94-2.74 (m, 2H), 2.37-2.26 (m, 1H), 2.23- 1.99 (m, 5H), 1.52-1.39 (m, IH); MS (ESi) m/z 531.35 (M+H).

The following compounds were prepared per Scheme 17.

To a solution of S1&-4 (26.7 mg, 0.051 rnmol, 1 eq) in CH3OH (1 niL) was added IN aqueous HCI (51 μΤ, 0.051 rnmol, 1 eq), HCHO (aqueous, 37wt%, 5.7 μΤ, 0.77 mniol, 1.5 eq) and Pd-C (1 Qwt%„ 15 mg). The reaction vessel was sealed and purged with hydrogen by briefly evacuating the flask followed by flushing with hydrogen gas (I aim). The reaction mixture was stirred under a hydrogen atmosphere (1 aim) at rt for 2 h 30 mm. The reaction was filtered through a small Ce!ite pad. The cake was washed with CH3OH. The filtrate was concentrated and the crude residue was dissolved in CH3OH (1 mL), to which was added 0.05 N HCI in water (300 μΤ) and concentrated HCI (200 μΤ). The reaction solution was stirred at room temperature for 1.5 hi. The solution was concentrated under reduced pressure and the resulting residue was purified by preparative reverse phase HPLC on a Waters Autopurificaiion system using a Phenomenex Polymers 10 μ RP-γ 100A column [10 μϊη, 150 21,20 mm; flow rate, 20 niL/min; Solvent A: 0,05 NHCl/water; Solvent B: CH3CN; injection volume: 3.0 mL (0.05 N HCl/water); gradient: 5~→30% B in A over 15 min; mass-directed fraction collection], Fractions containing the desired product were collected and freeze-dried to yield compound 817-3 (10.8 mg, 40%): ⁵ H NMR (400 MHz, CD3OD, dihydrochloride salt) £ 7.91 (d, J= 9.8 Hz, 1H), 3.91 (s, 1H), 3.31-3.30 (m, 6H). 3.26-3.18 (m, lH), 3.12-3.01 (m, 1H), 2.69 (d, J = 12.2 Hz, 1H), 2.45-2.34 (m, HI), 2.32-2,23 (m, lH), 1.69-1.55 (m, 1H); MS (ESI) m/z 448.25 (M+H).

To a solution of S16-4 (17.6 mg, 0.034 nimoL 1 eq) in CH3OH (1 mL) was added IN aqueous HCI (34 pL, 0.034 rnmol, 1 eq), HCHO (aqueous, 37wt%, 25 yL of a 10% volume solution in CH3OH, 0.034 mmol, 1 eq), and Pd-C (10wt%, 10 mg). The reaction vessel was sealed and purged with hydrogen by briefly evacuating the flask followed by flushing with hydrogen gas (1 atm). The reaction mixture was stirred under a hydrogen atmosphere (1 ami) at rt for 1 h 30 min. The reaction was filtered through a small Celite pad. The cake was washed with CH3OH. The filtrate was concentrated. The crude residue was dissolved in ΝΜΡ under nitrogen atmosphere and charged with S17-4 (prepared per literature procedure Org. Process Res. Dev., 2013, 17, 838-845; 10 eq). The reaction solution was added dropwise to rapidly stirring MTBE (15 mL). The resulting tan precipitate was filtered off on a Celite pad and washed with MTBE. The solid was washed off the Celite pad with CE OH. The resulting orange solution was concentrated in vacuo, The crude residue was dissolved in CHsOH (1 mL), to which was added 0.05 NHCl in water (300 iL) and concentrated HCl (200 μΤ). The reaction solution was stirred at room temperature for 15 hr. The solution was concentrated under reduced pressure and the resulting residue was dissolved in CJ¾OH (800 μΤ) and added to rapidly stirring MTBE (15 mL). The resulting orange precipitate was filtered through a Celite pad and washed as before, then washed off the Celite pad with CH3OH. The solution was concentrated under reduced pressure. The residue was dissolved in 0.05 N HCl in water and the resulting solution was purified by preparative reverse phase HPLC on a Waters Autopurification system using a Phenomenex Polymerx 10 μ RP-γ 100 A column [10 μίη, 150 21.20 mm; flow rate, 20 mlJmin; Solvent A: 0.05 N HCl/water; Solvent B: CH3CN; injection volume: 2.0 mL (0.05 N HCl water); gradient: 5→30% B in A over 20 min; mass- directed fraction collection]. Fractions containing the desired product and those containing a corresponding diacylated compound were collected and freeze-dried to yield compounds S17- 5 (5 mg, 24%) and S17-6 (3 mg, 2%). S17-5: ¾ NMR (400 MHz, CDsOD, dihydrochloride salt) 57.53-7.48 (m, 1H), 4.10, 4.05 (ABq, 10.5 Hz, 1H), 3.93-3.83 (m, 2H) ₃ 3.79-3.62 (m, 2H), 3.27-3.13 (m, 4H), 3.10-2.93 (m, 3H), 2.70-2.61 (m, 1H), 2.43-1.91 (m, 6H) ₅ 1.68-1.52 (m, 1H); MS (ESI) m/z 545.33 (M+H). S17-6: ^! H NMR (400 MHz, CD3OD, dihydrochloride salt) 8.72 (at, = 7.3 Hz, 1H), 7.49 (dd, J= 8.5, 2.4 Hz, 1H), 4.78-4.68 (m, lH), 4.21-4.01 (m, 2H), 3.89, 3.84 (ABq, 8.0 Hz, 1H), 3.81-3.61 (m, 4H), 3.23 (d, J= 7.6 Hz, 3H), 3.21-3.10 (m, 3H), 3.10-2.92 (m, 3H), 2.61-2.31 (m, 2H). 2.22-1.92 (m, 9H), 1.73-1.52 (m, 1H); MS (ESI) m/z 656.30 (M+H).

Scheme 18

The following compounds were prepared per Scheme 18.

SI 8-1

A flame-dried flask was charged with SS-1 (748 rng, 1.53 mmol, 1 eq) under N2, dissolved in THF (24 mL) and cooled to -78 °C. isopropyl magnesium chloride lithium chloride complex (1.3Nin THF. 5.88 mL, 7.64 mmol, 5 eq) was added dropwise to the reaction solution over 15 min, maintaining the internal temperature beiow ^r -70 °C. The anion mixture was allowed to warm slowly to 0 °C over one hour, and was then re-cooled to -78 °C. A flame-dried flask was charged with di-ieri-butyl azodicarboxylate (1.76 g, 7.63 mmol, 5 eq), evacuated and back-filled with N2, then dissolved in THF (5 mL). This solution was added dropwise over 30 min to the cold aniors solution with a THF rinse forward (1 mL), maintaining the internal temperature below -70 °C. The resulting reaction mixture was allowed to warm slowly to room temperature overnight. Saturated aqueous ammonium chloride (12 mL), then water (10 mL) were added and the mixture extracted three times with EtOAc (50 mL, 2x20 mL). The combined organic layers were dried over NaiS k, were filtered, and were concentrated under reduced pressure. The resultmg residue was purified via flash column chromatography on silica gel with 2%-25% EtOAc in liexanes as eluent to provide the desired compound SI8-1 (746 mg, 76%): ⁵ IT NMR (400 MHz, CDCb, retainers) δ 7.44-7.23 (m, 8 IT), 7.09-6.76 (m, 2H), 5.99 (m, 0.5H), 5.88 (m, 0.5H), 5.10-5.94 (m, 2H), 3.60-3.43 (m, 6H), 2.40-2.33 (m, 3H), 1.57-1.38 (m, 18H); ); MS (ESI) m/z 641.26 (M+H). CH _? ,0 BocHN

OBri O OH≡ O ^{08,1 BoC} OBn O Ol-S O

OTBS OTBS

Compounds S1§~2~1 and S18-2-2 were prepared from compound SIS-Ϊ and dimethylenone SS-S and ethyknethylenone Sli-2-1, respectively, by using General ;

E. S18-2-1: MS (ESI) m/z 1029.22 (M+H). 818-2-2: MS (ESI) m/z 1043.41 (M+H).

A solution of SiS-2-1 (33 mg, 0.032 inmol, 1 eq) in THF (500 μΐ,) and 4N aqueous HCl (500 μΐ,) was stirred at room temperature overnight, then heated at 50 °C for 3.5 hr. The solution was neutralized via the addition of pH 7 phosphate buffer and the solution was extracted with EtOAc. Be combined organic layers were dried over NazSCU, filtered and concentrated under reduced pressure. The crude residue was deprotected using General Procedure D-2 to provide desired compound S18-3-1: ¾ NMR (400 MHz. CD3OD, dihydrochloride salt) J 8,05 (s, ill), 4.08 (s, III), 3.39-3.22 (m, III), 3,09-2.91 (m, 8H), 2.34- 2.17 (m, 2H), 1.70-1.57 (m, 1H); (M+H).

A solution of S18-2-2 (207 rrsg, 0.198 mmol, 1 eq) in THF (3 mL) arsd 4N aqueous HCl (3 mL) was stirred and heated at 50 °C for 3 hr. The solution was neutralized via careful addition of 6N aqueous NaOH and the solution was extracted with EtOAc. The combined organic layers were dried over Na2S04, filtered and coneemtrated under reduced pressure. The crude residue was deprotected using General Procedure D~2 to provide desired compound §18-3-2: ¾ NMR (400 MHz, CD3OD, retainers, dihydrochloride salt) δ 8.06 (s, 1H), 4.22 (s, 0.5H), 4.12 (s, 0.5H), 3.54-3.42 (m, 1H), 3.40-3.19 (m, 2H), 3.08-2.87 (m, 5H), 2.34-2.17 (m, 2H), 1.72-1.57 (m, 1H), 1.54-1.34 (m, 3H). MS (ESI) m/z 487.09 (M+H).

The following compounds 19.

Compound S19-1 (prepared per literature procedures including WO2Q1G/129055 AI; 518 mg, 1.20 mmoi, 1 eq) and ethylmethylenone SI 1-2-1 (600 mg, 1.21 mmol, 1 eq) were placed under N2, dissolved in THF (12 mL), and cooled to -73 °C. LHMDS (1.0 M in THF ₃ 3.6 mL, 3.6 mmol, 3 eq) was added dropwise over 26 min, maintaining internal temperature below -70 °C. The reaction solution was allowed to warm to 0 °C over 1 hr. The solution was neutralized via tlie addition of pH 7 phosphate buffer (20 mL) and the solution was allowed to warm to room temperature. The solution was extracted with. DCM (3x40 mL) and the combined organic layers were washed with IN NaOH (2x25 mL) and brine, then dried over Na ₂ S04, filtered, and concentrated under reduced pressure. The resulting residue was purified via flash column chromatography on silica gel with 2%-25% EtOAc in hexanes as eluent to provide the desired compound S19-2 (812 mg, 81%) : ¾ NMR (400 MHz, CDCb, retainers) «515.45 (hrs, 1H), 7.54-7.45 (m, 4H) ₅ 7.43 7.30 (m, 6H), 5.40-5.30 (m, ZH), 5.03 (aq, J= 9.4 Hz, 2H), 3.97- 3.86 (m, ill), 3.24 (dd, J= 16.2, 5.2 Hz, 1H), 3.12-3.02 (m, 1H), 2.90-2.75 (in, IB), 2.72-2.56 (m, 2H), 2.55-2.32 (m, 5H), 2.23-2.11 (m, IH), 1.19-1.06 (m, 3H), 0.81 (s, 9H) ₅ 0.288-0.20 (brm, 3H), 0.13 (s, 3H); MS (ESI) m/z 836.1 (M+H).

A scalable vessel was charged with SI9-2 (290 mg, 0.317 mmol, 1 eq), Pdadbas (13.5 nig, 0.015 mmol, 0.05 eq), Xantphos (30.3 mg, 0.052 mmol, 0.15 eq), K3PO4 (202 mg, 0.952 mmol, 3 eq). The vessel was capped and sealed, then evacuated and back-filled with N2 (g) three times. The vessel was chaiged with 1,4-dioxane (3.2 mL) and methylainine solution (2.0 M in THF, 475 μΐ,, 0.951 mmol, 3 eq) and then placed in a 100 °C bath for 2 hr. The resulting mixture was filtered through a Celite pad with an EtOAc wash. The filtrate was concentrated under reduced pressure. Purification of the resulting residue by preparative reverse phase HPLC on a Waters Autopijrification system using a Sunfire Prep CIS OBD column [5 μηι, 19 x 50 mm; flow rate, 20 mL/mm; Solvent A: H2O with 0.1% HCO2H; Solvent B: CHsCN with 0.1% HCO2H; gradient: 5→100% B in A over 20 min; mass-directed fraction collection]. Fractions with the desired MW also contained starting material. Lyophilization of these fractions provided a mixture of 819-2 and S19-3 in a ratio of 1 :0.43 (ratio determined via ^! H NMR in CDCb; 99 mg total, 28.5 mg desired product, 11%). This mixture was used without further purification. S19-3: MS (ESI) m/z 785.18 (M+H),

Compound S19-4 was prepared from SI9-3 using General Procedures C, and D-2 (in CftOadioxane 1 :1 with no HCl/water). ¾ NMR (400 MHz, CD3OD, retainers, dihydrochloride salt) 5422 (s, 0.5H), 4.12 (s, 0.5H), 3.53-3.41 (m, 1H), 3.37-3.29 (m, 1H), 3.10-2.87 (m, 9H), 2.31-2.15 (m, 2H), 1.69-1.53 (m, 1H), 1.45-1.33 (m, 3H). MS (ESI) m/z 493.05 (M+H).

S iteheme 2 ^; !0

The following comp .

Compound S20-2 was prepared from known D-ring precursor S20-1 (prepared per literature procedure: J. Org. Chetn., 2017, 82, 936-943) and S2-3 (observed as a mixture of retainers via "HNMR spectral analysis in CDCb) using General Procedure E. S20-2: MS (ESI) m/z 1023.74 (M+H).

Compounds S20-3 and S20-4 were prepared from compound S2S-2 by using General Procedure A. S20-3: MS (ESI -4: MS (ESI) m/z 983.67 (M+H).

S20-S-1

Compound 820-6-1 was prepared from compound S20-3 by using General Procedures B-i witti HCHO, C, and D-i. ¾ NMR (400 MHz, CD3OD, dihydrochloride salt) δ 8.21 (d, J = 10.6 Hz, 1 H), 4.31 (s, 2 H), 3.75-3.83 (m, 3 H), 3.10-3.25 (m, 4 H), 2,95- (s, 3 H), 2.05-2,30 (m, 5 H), 1.63-1.71 (m, 1 H); MS (ESI) m/z 545.3 (M+H).

Compounds 820-6-2 and 820-6-3 were prepared from compound S20-3 by using General Procedures B-l with acetone, C, and D-1. S20-6-2: ^] H NMR (400 MHz, CD3OD, dihydrochioride salt) δ 8.21 (d, J= 10.6 Hz, 1 H), 4.30 (s, 2 H), 3.75-3.85 (m, 3 H), 3.10-3.25 (m, 3 H), 2.95-3.04 (m, 1 H), 2.80-2.85 (m, 1 H), 2.05-2.27 (m, 5 H), 1.80-1.90 (m, 2 H), 1.53- 1.62 (m, 1 H), 1.35-1.45 (m, 6 H); MS (ESI) m z 573.3 (M+H). S20-6-3: ¾ R (400 MHz, CD3OD, dihydrochioride salt) δ 8.21 (d, J= 10,6 Hz, 1 H), 4.30 (s, 2 H), 3.75-3.82 (m, 3 H), 3.63-3.70 (m, 1 H), 3.08-3.22 (m, 3 H), 2.81 -2.98 (m, 2 H), 2.05-2.21 (m, 7 H). 1.40-1.46 (m, 6 H); MS (ESI) m z 573.3 (M+H).

Compound S20~6~4 was prepared from compound S20-3 by using General Procedures B-l with propioiialdehyde, C, and D-1. ¾ NMR (400 MHz, CD3OD, dihydrochioride salt) δ 8.20 (d, J= 10.6 Hz, 1 H), 4.30 (s, 2 H), 3.72-3.81 (m, 3 H), 3.10-3.25 (m, 3 H), 2.95-3.04 (m, 2 H), 2.80-2.87 (m, 2 H), 2.05-2.25 (m, 6 H), 1.80-1.90 (m, 2 H), 1.55-1.60 (m, 1 H), 0.98-1.05 (t, J= 7.8 Hz, 3 H); MS (ESI) m/z 573.2 (M+H).

Compound 820-6-5 was prepared from compound S20-3 by using General Procedures B-l with benzaldehyde, C, and D-1. ¾ NMR (400 MHz, CDsOD, dihydrochioride salt) δ 8.21 (d, J= 10.6 Hz, 1 H), 7.56-7.60 (m, 2 H), 7.45-7.51 (m, 3 H), 4.46-4.51 (m, 1 H), 4.31 (s, 2 H), 3.72-3.83 (m, 5 H), 2.90-3.20 (m, 3 H), 1.97-2.25 (m, 7 H), 1.25-1.30 (m, 1 H); MS (ESI) m/z 621.2 (M+H).

Compound S20-6-6 was prepared from compound S20-3 by using General Procedures B-i with 2-((ieri-butyldimethylsilyl)oxy)acetaldehyde, C, and B-1. ¾ NMR (400 MHz, CD3OD, dihydrochloride salt) δ 8.20 (d, J = 10.6 Hz, 1 H), 4.32 (s, 2 H), 3.75-3.95 (m, 5 H), 3.40-3.45 (m, 1 H), 2.95-3.25 (m, 5 H), 2.80-2.90 (m, 1 H), 2.03-2.30 (m, 6 H), 1.53-1,62 (m, 1 H); MS (ESI) m/z 575.2 (M+H).

Compound S2S-6-7 was prepared from compound S20-3 by using General Procedures B~2 with AC2O, C, and B-I. ¾ NMR (400 MHz, CD3OD, hydrochloride salt) δ 8.20 (d, J = 10.6 Hz, 1 H), 4.69-4,72 (m, 1 H), 4.41 (s, 2 H), 3.75-3.81 (m, 2 H), 3.15-3,21 (m, 3 H), 2.90- 3.10 (m, 2 H), 2.30-2.45 (m, 3 H), 2.05-2.20 (m, 3 H), 2.01 (s, 3 H), 1.55-1.63 (m, 1 H); MS (ESI) m/z 573.2 (M+H).

Compound S20-6-8 was prepared from compound S20-3 by using General Procedures B-2 with MS2O, C, and D-i. ³ H NMR (400 MHz, CD3OD, hydrochloride salt) δ 8.20 (d, J = 10.6 Hz, 1 IT), 4.41 (s, 2 H), 4.08-4.1 1 (m, 1 H), 3.75-3.82 (m, 3 IT), 3.09-3,21 (m, 4 H), 2.95- 3.03 (m, 1 H), 2.55-2.61 (m, 3 H), 2.02-2.30 (m, 5 H), 1,664.72 (m, 1 H); MS (ESI) m/z 609.2 (M+H).

Compound 820-6-9 was prepared from compomid S20-3 by using General Procedures B-1 with N-Boc-2~aminoacetaldehyde, treatment with HCl (4N aqueous) in dioxane, B-2 with Ac20, C, and D-l. ¾ NMR. (400 MHz, CD3OD, dihydroehloride salt) δ%.23 (d, J= 11.0 Hz, IH), 4.31 (s, 2H), 3.96 (s, 1H), 3.83-3.73 (m, 2H), 3.65-3.52 (m, IH), 3.52-3.42 (m, 2H), 3.24- 3.08 (m, 3H), 3.06-2.96 (m, H), 2.82-2.75 (m, IH), 2.32-1.96 (m, 10H), 1.63-1.50 (m, IH); MS (ESI) m/z 616.5 (M+H)

Compound S20-6-I was prepared from compound S20-3 by using General Procedures B~I with N-Boc-2-aminoacetaldehyde, treatment with HCl (4N aqueous) in dioxane, B-2 with MS2O, C, and D-l. ¾ NMR (400 MHz, CD3OD, diliydrochloride salt) δ 8.23 (d, J= 11.0 Hz, III), 4.47 (s, 2H), 4.30 (s, 2H), 4.02 (s, IH), 3.83-3.71 (m, 211), 3.54-3.43 (m, 3H), 3.28-3.11 (m, 4H), 3.12 (s, 3H), 3.00 (s, 3H), 2.87-2.79 (m, IH), 2.32-2.00 (m _s 5H), 1.63-1.50 (m, IH); MS (ESI) m/z 652.3 (M+H).

Compound S20-S-l 1 was prepare from compound S20-3 by using General Procedures B-1 with N-Boc-2-aminoacetaldehyde, C, and D-l.¾ NMR (400 MHz, CD3OD, trihydrochloride salt) <?8,24 (d, J- 11.0 Hz, H), 4.31 (s, 2H), 4.01 (s, IH), 3.83-3.71 (m, 3H), 3.66-3.54 (m, IH), 3.45-3.35 (m, 2H), 3.34-3.28 (m, IH), 3.34-2.91 (m, 7H), 2.34-2.03 (m, 7H), 1.65-

Compounds S20-&-12 and 820-6-13 were prepared from known compound S20-7 (prepared using literature procedure including WO 2014/036502 A2) by using General Procedure B-1 with N-Boc-2-methykminoa.eetaldehyde, treatment with HCl (4N aqueous) in dioxane and purification via reverse phase preparative HPLC as described in General Procedure D-l. S20~6~12: ¾ NMR (400 MHz, CD3GD, trihydrochloride salt) £ 8.23 (d, J = 11.0 Hz, IH), 4.31 (s, 2H), 4.03 (s, IH), 3.86-3.72 (m, 3H), 3.72-3.61 (m, IH), 3.46 (t, J= 7.0 Hz, 1H), 3.24-3.09 (m, 5H), 2.79 (in, 3H), 2.32-2.01 (m, 6H), 1.63-1.50 (m, 1H); MS (ESI) m/z 588.4 (M+H). S20-6-13: ^l HNMR (400 MHz, CDsOD, trihydrochloride salt) £8.22 (d, J= 11.0 H , 1H), 4.83 (d, J = 4.9 Hz, 1H), 4.31 (s, 2H), 3.87-3.72 (m, 3H), 3.70-3.59 (m, 1H), 3.57- 3.42 (m, 2H), 3.24-3.09 (m, 3H), 309-3.01 (m, 1H), 3.01-2.89 (m, 1H), 2.82 (s, 3H), 2.36-1.99 (m, 6H), 1.56-1.43 (m, 1H);

Compound S20-6-14 was prepared from compound 82Θ-3 by using General Procedures B-i with FCH2CHO (prepared from the corresponding alcohol according to the literature procedure in WO 2011146089 Al), C, and D-l.'H NMR (400 MHz, CD3OD, dihydrochloride salt) £ 8.23 (d, J= 11.0 Hz, 1H), 4.88-4.72 (m, 2H), 4.32 (s, 2H), 4.00 (s, III), 3.85-3.58 (m, 4H), 3.27-3.08 (m, 3H), 3.07-2.94 (m, 4H), 2.89 (d, J= 13.4 Hz, lH), 2.34-1.99 (m, 6H), 1.65- 1.51 (m, lH); MS (ESI) jw z

Compound S20-6-1.5 was prepared from compound S20-3 by using General Procedures B~I with CH3OCH2CHO (prepared from the corresponding alcohol per the literature procedure in WO 2011146089 Al), C, and D-l. 'HNMR (400 MHz, CD3OD, dihydrochioride salt) 8.23 (d, J= 11.0 Hz, 1H), 4.31 (s, 211), 3.96 (s, 1H), 3.83-3.62 (m, 4H), 3.54-3.44 (m, 2H), 3.40 (s, 3H), 3.24-3.09 (m, 3H), 3.05-2.93 (m, 1H), 2.85 (a& J= 12.8 Hz, 1H), 2.33-2.00 (m, 6H), 1.65- 1.52 (m, lH).

A flask was charged with S20-7 (51 mg, 0.096 mmol, 1 eq, (prepared using literature procedure including WO 2014/036502 A2), A-(3-dimetliylamuiopropyl)-N'-ethylcarbodiiroide hydrochloride (29.8 mg, 0.16 mmol, 1.1 eq) and 1-hydroxybenzotriazole (19.7 mg, 0.15 mmol, 1.5 eq) and placed under Ni, To the vessel was added DMF (2 mL) and DIEA (26.6 pL, 0.15 mmol, 1.6 eq). The mixture was stirred at room temperature for 1 h, then purified by preparative reverse phase HPLC on a Waters Autopurificaiion system using a Phenornenex Polymerx 10 μ RP-γ 100A column [10 μηι, 150 x 21.20 mm; flow rate, 20 mL/min; Solvent A: 0.05 N HCI/water; Solvent B: CFLCN; injection volume: 2.0 niL (0.05 N HCl/water); gradient: 0→85% B in A over 30 min; mass-directed fraction collection]. Fractions containing the desired product were collected and freeze-dried to yield compound S20-6-16. ¾ NMR (400 MHz, CDsOD, hydrochloride salt) 8.18 (d, J= 11.0 Hz, 1H), 7.92 (dd, J= 7.9, 1.8 Hz, 1H), 7.43-7.35 (m, III), 6.96-6.88 (m, 2H) ₅ 5.69-5.60 (m, lH), 4.29 (s, 2H), 3.91-3.58 (m, 2H), 3.12- 3.04 (m, 1H), 2.96-2.87 (m, 1H), 2.85-2.73 (m, 1H), 2.30-2.00 (m, 7H), 1.49-1.35 (m, 1H); MS (ESI) m/z 65 .3 (M+H).

nyl

The following compounds were prepared per Scheme 21.

To a solution of S21-1 (1.65 g, 3.72 mmol, 1 eq, prepared per literature procedure: J. Med, Chem., 2013, 56, 8112-8138) in DCM (37 mL) was added 4-phenylpiperidine (2.99 g, 18.6 mmol, 5 eq), followed by HOAc (1 mL, 18.6 mmol, 5 eq). After one hour, STAB (2.37 g, 11.18 mmol, 3 eq was added. After 1 h, the reaction mixture was diluted with EtOAc (150 mL) and washed, with saturated, aqueous NaHCCte (2x90 mL), IN NaOH (30 mL) and brine (30 HiL). The organic layer was dried over NasSOs, filtered, and concentrated under reduced pressure. The resulting residue was purified via flash column chromatography on silica gel with CH3OH in DCM, 0.5%-3% to provide S21-2 (1.42 g, 65%). ¾ NMR (400 MHz, CDC ) δ 13.35 (bra, 1H), 7.53-7.45 (m, 2H), 7.43-7.18 (m, 11H), 7.09-7.02 (m, 2H), 5.14 (s, 2H), 4.60 (s, 2H), 3.85-3.75 (m, 211), 2.92-2.55 (m, 4H), 2.42 (s, 3H), 2.04-1.94 (m, 2H). MS (ESI) JH Z 588.37 (M+H),

Compound S21-3 was prepared from S21-2 (and S2~3 using General Procedure E. ⁵ H NMR (400 MHz, CDCb) δ 15.92 (s, 1H), 7.62-7.48 (m, 4H), 7.43-7.14 (m, ΠΗ), 5.89-5.76 (m _s 2H), 5.38 (s, 2H), 5.23 (d ₅ J= 17.1 Hz, 2H), 5.15 (d, J= 9.58 Hz, 2H) _S 5.04-4.94 ( i, 2H), 4.07 (d, J= 10.4 Hz, 1H), 3.79 (bra, lH), 3.39-3.30 (m, 2H), 3.28-3.14 (m, 3H), 3.13-2.98 (m, 2H), 5.67-2.42 (m, 4H), 2.39-2.25 (m, lH), 2.15 (d, J = 17.7 Hz, lH), 1.8 (brs, 1H), 0.83 (s, 9H), 0.27 (s, 3H), 0.13 (s, 3H). MS (ESI) m/z 1028.69 (M+H).

Compound S21-4 was prepared from compound S21-3 by using General Procedure A. ¾ NMR (400 MHz, CDCb, rotamers, all peaks are broadened) δ 16.19 (m, 1H), 13.19 (brs, 1H), 7.54-7.17 (m, 15H), 5.42-4.91 (m, 5H), 4.61-4.35 (m, 2H), 4.09-3.99 (m, 1H), 3.90-3.60 (m, 2H), 3.29-2.44 (m, 7Ή), 2.36-1.82 (m, 4H), 0.87-0.59 (m, 9H), 0.22- -0.04 (m, 6H). MS (ESi) m z 948.60 (M+H).

Compound S21-6-1 was prepared from compound S21-4 by using General Procedures C and D-2.¾ NMR (400 MHz, CD3OD, dihydrochloride salt) δ 7.35-7.18 (m, 5H), 7.09 (d, J = 6.4 Hz, lH), 4.40 (s, 2H), 3.87 (s, 1H), 3.69-3.56 (m, 2H), 3.28-3.17 (m, 3H), 3.07-2.95 (m, 1H), 2.94-2.83 (m, 1H), 2.63 (d, J= 12.8 Hz, 1H), 2.43-2.31 (m, 1H), 2.28-2.20 (m, 1H), 2.15- 1.91 (m, 4H), 1.67-1.54 (m, 1H); MS (ESI) m z 578.46 (M+H).

Compound 821-6-2 was prepared from compound S2J -3 by using General Procedures C and D-2.¾ NMR (400 MHz, CDsOD, dihydrochloride salt) 7.36-7.19 (m, 5H), 7.13-7.07 (m, 1H), 4.42 (s, 2H), 3.86 (s, 1H), 3.69-3.59 (m, 2H), 3.28-3.14 (m, 511), 3.09-2.96 (m, 1H), 2.93-2.81 (m, 2H), 2.41-2..31 (m, 1H) ₅ 2.26-2.18 (m, III), 2.15-1.91 (m, 4H), 1.83-1.70 (m, 2H), 1.65-1.53 (m, 1H), 1.03 = 8 Hz, 3H). MS (ESI) m z 620.50 (M+H).

To a solution of S21-4 in Tiff was added allylbromide (4 eq), potassium carbonate (8 eq) and a catalytic amount of Nal. This mixture was headed at 40 °C for 5 h, The solution was diluted with brine and extracted with EtOAc. The organic layers were concentrated under reduced pressure and the resulting residue was purified by flash column chromatography on silica gel with 10%-8G% EtOAc in hexanes. The resulting product was subjected to General Procedures B-l, C and l -2 to provide 821-6-3: ^l R NMR (400 MHz, CD3OD, dihydrochloride salt) δ 7.38-7.20 (m, 5H), 7.15-7.07 (m, 1H), 4.42 (s, 2H), 3.80 (s, 1H), 3.70-3.59 (m, 2H), 3.28-3.15 (m, 3H), 3009-2.98 (m, 1H), 2.95-2.73 (m, 5H), 2.42-2.30 (m, 1H), 2.26-2.17 (m, 1H), 2.16-1.91 (m, 4H), 1.67- 592.4 (M+H).

Compound S21-6-4 was prepared from compound 821-4 with CH3CHO by using General Procedures B~l (at 0 °C), C, and D2: ¾ NMR (400 MHz, CD3OD dihydrochloride salt) £ 7.39-7.19 (m, 5H) ₅ 7.13-7.06 (m, lH), 4.41 (s, 2H), 3.85 (s, 1H), 3.70-3.60 (m, 2H), 3.44.3.14 m, 3H), 3.07-2.98 (m, 1H), 2.95-2.71 (m, 4H), 2.41-2.30 (m, 1H), 2.26-2.18 (m, 1H), 2.16-1.89 (m, 4H), 1.64-1.51 (m, 1H), 1.35 (t, J = 7.3 Hz, 3H); MS (ESI) m/z 606.47 (M+H).

Compound S21-6-5 was prepared from compound §21-4 with CHsCHO by using General Procedures B- (at 0 °C), B~l with HCHO, C, and D-2: ^S H NMR (400 MHz, CD3OD, dihydrochioride salt) 7.38-7.17 (in, 5H), 7.14-7.09 (m, 1H), 4.42 (s, 2H), 4.22 (s, 0.5H), 4.13 (s, 0.5H), 3.71-3.60 (m, 2H), 3.54-3.40 (m, 1H), 3.29-3.17 (m, 2H), 3.16-2.83 (m, 611% 2.41- 2.30 (m, 1H), 2.30-2.20 (m, 1H), 2.15-1.94 (m, 4H), 1.73-1.59 (m, 1H), 1.46-1.33 (m, 3H); MS (ESI) m/z 620.50 (M+H .

Compound S21-6-6 was prepared from compound 821-4 with CH3CHO by using

General Procedures B-l (at 0 °C), B-l again with CE CHO, C, and D-2: ^! HNMR (400 MHz, CDsOD, dihydrochioride salt) i? 7,38-7,18 (m, 5H), 7.13-7.08 (m, 1H), 4.42 (s, 2H) ₃ 4.24 (s, 1H), 3.70-3.53 (m, 3H) _S 3.50-3.40 (m, 2H), 3.29-3.17 (m, 4H), 3.14-3.02 (m, 1H), 2.95-2.84 (m, 2H), 2.41-2.30 (m, 1H), 2.28-2.20 (m, 1H), 2.15-1.92 (m, 4H), 1.72-1.58 (m, 1H), 1.40 (t, J= 7.2 Hz, 6H); MS (ESI)

Compound S21-6-7 was prepared from compound S21-4 by using General Procedures B-2 with AC2O, C, and D-2: ¾ NMR (400 MHz, CDsOD, dihydrochioride salt) δ 8.39-8.31 (m, IB), 7.37-7.19 (m, 5H), 7.09-7.03 (m, 1H), 4.76-4.69 (m, 1H), 4.42 (s, 2H), 3.71-3.61 (m, 2H), 3.28-3.21 (m, 1H), 3.19-3.1 1 (m, 1H), 3.08-2.98 (m, 1H), 2.95-2.84 (m, 1H), 2.65-2.53 (m, 1H), 2.47-2.34 (m, 2H), 2.28-2.20 (m, 1H), 2.18-1.91 (m, 7H), 1.68-1.58 (m, 1H); MS (ESI) m/z 620.3 (M+H).

Compound S21-6-8 was prepared from compound S21-4 by using General Procedures B-2 with MsaO, C, and D-2: ¾ MR (400 MHz, CDsOD, dihydrochloride salt) δ 7.35-7.17 (m, 5H), 7.03 (d, J= 5.6 Hz, lH), 4.37 (s, 2H), 4.14-4.09 (m, 1H). 3.66-3.55 (m, 2H), 3.27- 3.09 (m, 6H), 3.08-2.98 (m, 1H), 2.92-2.82 (m, 1H), 2.67-2.54 (in, 1H) ₅ 2.53-2.44 (m, 1H), 2.37-2.26 (m, 1H), 2.13-2.88 (m, 4H), 1.79-1.69 (m, IH); MS (ESI) m/z 656.3 (M+H).

Example 4: Antibacterial Activity

The antibacterial activities for the compounds of the invention were studied according to the following protocols.

Minimum Inhibitory Concentration (MIC) Assay

MICs were determined according to the Clinical and Laboratory Standards Institute (CLSI) guidances (e.g.. CLSI. Performance standards for antimicrobial susceptibility testing; nineteenth information supplement. CLSI document Ml G0-S19, CLSI, 940 West Valley Road, Suite 1400, Wayne, Pennsylvania 19087-1898, USA, 2009). Briefly, frozen bacterial strains were thawed and subcultured onto Mueller Hinton Broth (MHB) or other appropriate media {Streptococcus requires blood and Haemophilus requires heroin and NAD). Following incubation overnight, the strains were subcultured onto Mueller Hinton Agar and again incubated overnight. Colonies were observed for appropriate colony morphology and lack of contamination. Isolated colonies were selected to prepare a starting inoculum equivalent to a 0.5 McFarland standard. The starting inoculum was diluted 1 :125 (this is the working inoculum) using MHB for further use. Test compounds were prepared by dilution in sterile water to a final concentration of 5,128 mg/mL. Antibiotics (stored frozen, thawed and used within 3 hours of thawing) and compounds were further diluted to the desired working concentrations.

The assays were run as follows. Fifty uL of MHB was added to wells 2 - 12 of a 96-well plate. One hundred uL of appropriately diluted antibiotics was added to well 1. Fifty uL of antibiotics was removed from well 1 and added to well 2 and the contents of well 2 mixed by pipetting up and down five times. Fifty uL of the mixture in well 2 was removed and added to well 3 and mixed as above, Serial dilutions were continued in the same manner through well 12. Fifty Τ was removed f om well 12 so that all contained 50 μΤ. Fifty uL of the working inoculum was then added to all test wells, A growth control well was prepared by adding 50 μΐ, of working inoculum and 50 uL of MHB to an empty well. The plates were then incubated at 37 °C overnight removed from the incubator and each well was read on a plate reading mirror. The lo west concentration. (MIC) of test compound that inhibited the growth of the bacteria was recorded.

Exam le:

[abt] - antibiotic concentration in the well in Growth = bacterial growth (cloudiness)

Interpretation: MIC = 2 μ§/πτΙ.

Protocol for Determining Inoculum Concentration (Viable Count)

Fifty 50μ1 of the inoculum was pipetted into well 1. Ninety μΐ of sterile 0.9% NaCl was pipetted into wells 2-6 of a 96- well microtiter plate. Ten μΕ from was removed from well 1 and added it to well 2 followed by mixing. Ten μΐ, was removed from well, two and mixed with the contents of well 3 and so on creating serial dilutions through well 6. Ten iL was removed from each well and spotted onto an appropriate agar plate. The plate was placed into an incubator overnight. The colonies in spots that contain distinct colonies were counted. Viable count was calculated by multiplying the number of colonies by the dilution factor.

Bacterial Strains

The following bacterial strains, listed below, were examined in minimum inhibitory concentration (MIC) assays.

ORGANISM I STRAIN 1 KEY PROPERTIES

Staphylococcus aureus SA1Q0 ATCC 1370S , MSSA, Smith sirs in STRASM! KEY PROPERTIES

ATCC 29213, CLSI quality control

Staphylococcus aureus SA101

strain, MSSA

HA-MRSA, tetracyc!ine-resistant,

Staphylococcus aureus SA191

lung infection model ise-!ate

HA-MRSA, tetraeyc!ine-resistant,

Staphylococcus aureus SA181

tet(M)

Staphylococcus aumus

SA158 Tetracyc!ine-resistarst tet{K) aaaumusaureus

ATCC 12228, CLSI quality contra!

Staphylococcus epidermidis SE164

strain, tetracycline-resistant

Entemcoccus faecalis EF103 ATCC 29212, tet-l/R, control strain

Enteivcoccus faecalis EF159 Tetraeydine-resistant, fei{ )

Enteivcoccus faecalis EF327 Wound isolate (US) tef{IV!)

Enterococcus faedum EF404 B!ood isolate (US) tet(M)

ATCC 49819, CLSI quality contra!

Stivptococcus pneumoniae 8P108

strain

Streptococcus pneumoniae SP180 Tetracyciine-resistarst, tet(M)

Streptococcus pyogenes SP312 2009 clinical isolate, tet(M)

S, pyogenes for efficacy models;

Streptococcus pyogenes SP193

tetS; sensitive to sulfonamides

Tetracydine-resistant, ampiclHin-

Haemophilus influenzae Hi282

resistant

ATCC 8176, CLSI qua!ity control

Moraxella catanmaiis MC205

strain

ATCC 25922, CLSI quality contra!

Escherichia cols EC107

strain

Escherichia co!i EC155 Tetracydine-resistant, tet(A)

Enterobacter cloacae EC 108 ATCC 13047, wt

EnterObacter cloacae EC8G3 Urine iso!ate (Spain)

Escherichia coii EC878 G1855 tolC::kan

Klebsiella pneumoniae KP109 ATCC 13883, wt

Tetracyc!ine-resistant, iet(A),

Klebsiella pneumoniae KP153

DR, ESBL ⁺

Klebsiella pneumoniae KP457 2009 ESBL ⁺ , CTX-M, OXA

Proteus mirabilis P 112 ATCC 35859 STRASM! KEY PROPERTIES

Proteus irabiiis PM385 Urine ESBL isolate

Pseudomonas aeruginosa PA111 ATCC 27853, wt, contra! strain

Pseudomonas aeruginosa PA169 Wt, parent of PA179-173

PA170 ΔίΠβχΧ; exXY-{missing a

Ps&udomonas aeruginosa PA173

functional eff!ux pump)

ATCC BAA-47, wild type strain

Pssudon nas aeruginosa PA555

PA01

ultiple-IVlex efflux pump knockout

Ps&udomonas aeruginosa PA556

strain

2009 urine isolate from catheter in

Pseudomonas aeruginosa PA673

male from East North Central US

2009 clinical isolate from tracheal

Pseudomonas aeruginosa PA669

aspirate

2009 isolate from cornea! scraping

Pseudomonas aeruginosa PA693

of female from Pacific US

Strain used in murine pneumonia

Ps&udonmnas aeruginosa PA1145

model

Acinetobacter baumannii AB11Q ATCC 19606, wt

Acinetobacter baumannii AB250 Cystic fibrosis iso!ate, MDR

StenotfOpho onas maltop iiia SM256 Cystic fibrosis iso!aie, MDR

Burkholderia cenocepacia BC240 Cystic fibrosis isolate, MDR

"MDR, rrtuitidrug-rssistarrt; MRSA, methicilliri-resistartt S. aureus; MSSA, methicillin-sensitive S. aureus; HA- MRSA, hospital-associated MRSA; ie¾K), major gram-positive tsiracydine afflux mechanism; tet(U}, major gram- positive tetracycline ribosorne-pratection mechanism; ESBL*, extended spectrum β-iactamase Results

Values of minimum inhibition concentration (MIC) for tested compounds of the invention are provided in the table represented in FIG. 14A through FIG. 14E, collectively. MIC values are reported in i jmL. The relevant teachings of all patents, published applications and references cited herein are incorporated by reference in their entirety.

While this invention has been particularly shown and described with references to example embodiments thereof, it will be imderstood by those skilled in the art that various changes in form and details may be made therein without departing from the scope of the invention encompassed by the appended claims.