POSITIVE ALLOSTERIC MODULATORS OF THE MUSCARINIC

ACETYLCHOLINE RECEPTOR Ml

CROSS-REFERENCE TO RELATED APPLICATIONS

[0001] This patent application claims the benefit of priority to United States Provisional Application No. 62/296,012, filed on February 16, 2016, and to United States Provisional Application No. 62/402,438, filed on September 30, 2016, the entire contents of each of which are hereby incorporated by reference. Priority to each application is hereby claimed.

STATEMENT OF GOVERNMENT INTEREST

[0002] This invention was made with government support under Grant number

1U19MH106839-01 awarded by the National Institute of Mental Health (NIMH). The government has certain rights in the invention.

TECHNICAL FIELD

[0003] The present disclosure relates to compounds, compositions, and methods for treating muscarinic acetylcholine receptor Mi related diseases and/or disorders, such as neurological and psychiatric disorders.

BACKGROUND

[0004] Positive allosteric modulators are compounds that bind to a site distinct from that of the orthosteric agonist binding site of a target protein. These modulators enhance the affinity or efficacy of an orthosteric agonist. For example, a selective muscarinic Mi positive allosteric modulator would result in an increased affinity at the orthosteric binding site for acetylcholine (ACh), the endogenous agonist for the muscarinic Mi receptor, or an increase in the efficacy induced by ACh. In some systems, the compound may also have an intrinsic activity to activate the receptor in the absence of orthosteric ligand. Positive allosteric modulation (potentiation), therefore, can be an attractive mechanism for enhancing appropriate physiological receptor activation.

[0005] Cholinergic neurotransmission involves the activation of nicotinic acetylcholine receptors (nAChRs) or the muscarinic acetylcholine receptors (mAChRs) by the binding of the endogenous orthosteric agonist ACh. Acetylcholinesterase (AChE) inhibitors, which inhibit the hydrolysis of ACh, have been approved in the United States for use in the palliative, but not disease-modifying, treatment of the cognitive deficits in Alzheimer' s disease (AD) patients.

[0006] mAChRs are members of the family A GPCRs, and include five subtypes, designated Mi, M ₂ , M ₃ , M ₄ , and M ₅ . Mi, M ₃ and M ₅ mainly couple to Gq and activate phospholipase C, whereas M ₂ and M ₄ mainly couple to Gy ₀ and associated effector systems. These five distinct mAChR subtypes have been identified in the mammalian central nervous system where they are prevalent and differentially expressed. M ₁ -M5 mAChRs have varying roles in cognitive, sensory, motor and autonomic functions. Activation of various muscarinic receptors, particularly the Mi subtype, has been proposed as a mechanism to enhance cognition in disorders such as AD and schizophrenia (as well as negative symptoms). Thus, selective positive allostenc modulators of mAChR subtypes that regulate processes involved in cognitive function could prove superior to AChE inhibitors for treatment of AD and related disorders as these compounds may exhibit improved selectivity for specific mAChRs.

[0007] Efforts to create selective Mi agonists have been largely unsuccessful, in part due to the high conservation of the orthosteric ACh binding site. As a result, mAChR agonists in clinical studies induce the same adverse effects of AChE inhibitors by activation of peripheral mAChRs. To fully understand the physiological roles of individual mAChR subtypes and to further explore the therapeutic utility of mACh receptors in AD, schizophrenia and other disorders, there exists a need to develop compounds that are highly selective modulators of Mi and other individual mAChR subtypes. Accordingly, allosteric modulation may be an

advantageous pathway because allosteric sites on mAChRs are less highly conserved.

[0008] Despite advances in muscarinic receptor (mAChR) research, there remains a scarcity of compounds that are potent, efficacious and selective positive allosteric modulators of the Mi mAChR that are also effective in the treatment of neurological and psychiatric disorders associated with cholinergic activity, or other neurologic diseases in which the muscarinic Mi receptor may be involved.

SUMMARY OF THE INVENTION

[0009] In one aspect, disclosed are compounds of formula (I),

(I)

or a pharmaceutically acceptable salt thereof, wherein: X is CR ^a or N; Y is CR or N; Z is S, O, or R ⁴ ; L is -[C(R ^a R ^b )] _p -, C ₂ -C ₆ -alkenylenyl, C(O), O, or S; A ¹ is Cyc ¹ or Cyc ² -Q-Cyc ³ ; R ¹ is hydrogen, alkyl, alkoxy, alkoxyalkyl, halogen, cyano, or haloalkyl; R ² is hydrogen, alkyl or haloalkyl; M is a bond, C ₂ -C ₆ -alkenylenyl, or -[C(R ^c R ^d )] _r [C(R ^e R ^f )] _k -; A ² is alkyl, alkoxy, hydroxyalkyl, alkoxyalkyl, haloalkyl, cyanoalkyl, cycloalkyl, heterocycle, heteroaryl, or aryl; or A ² and R ² , together with the atoms to which they are attached, form a heterocycle; R ^3a and R ^3b are each independently selected from hydrogen, alkyl, cyano, alkoxy, alkoxyalkyl, haloalkyl, and halogen; R ⁴ is hydrogen, or alkyl; R ⁵ is independently, at each occurrence, hydrogen, alkyl, or -

C(0)R ^g ; Cyc ¹ is aryl, heteroaryl, heterocycle or cycloalkyl; Cyc ² is aryl, heteroaryl, heterocycle or cycloalkyl; Q is a bond, Ci-C ₆ -alkylenyl, C ₂ -C ₆ -alkenylenyl, C(0) H, O, S, or NR ⁵ ; Cyc ³ is aryl, heteroaryl, heterocycle or cycloalkyl; R ^a , R ^b , R ^c , R ^d , R ^e , and R ^f are each independently hydrogen, alkyl, hydroxyalkyl, haloalkyl, hydroxy, cyano, alkoxy, alkoxyalkyl, or halogen; p is 0, 1, 2, 3, 4, 5, or 6; t is 0, 1, 2, or 3; k is 0, 1, 2, or 3; and R ^g is independently, at each

occurrence, alkyl, aryl, heteroaryl, cycloalkyl or alkoxy; wherein said aryl, heteroaryl, cycloalkyl, and heterocycle, at each occurrence, are independently substituted or unsubstituted.

[0010] Also disclosed are pharmaceutical compositions comprising the compounds, methods of making the compounds, and methods of using the compounds for treatment of Mi muscarinic acetylcholine receptor related diseases and/or disorders.

DETAILED DESCRIPTION

[0011] Disclosed herein are positive allosteric modulators of the Mi muscarinic acetylcholine receptor Mi (mAChR Mi). The modulators can have the structure of formula (I). Compounds of formula (I) exhibit high affinity for mAChR Mi, and can also exhibit selectivity over other muscarinic acetylcholine receptors. Compounds of formula (I) can be used to treat or prevent diseases and disorders associated with mAChR Mi by modulating mAChR Mi activity. mAChR Mi has been implicated in a number of different diseases and disorders including, but not limited to, neurological and psychiatric disorders.

[0012] Since the orthosteric binding sites of the mAChR isoforms are highly conserved, selective modulators of the mAChRs that bind at the orthosteric site remain elusive. One strategy to selectively bind and modulate the mAChRs includes identifying allosteric sites which may be amenable to modulation by a small molecule. In particular, positive allosteric modulation of mAChR Mi can result in potentiation of the mAChR Mi receptor and provide therapeutic benefits for disorders associated with mAChR Mi dysfunction.

1. Definitions

[0013] Unless otherwise defined, all technical and scientific terms used herein have the same meaning as commonly understood by one of ordinary skill in the art. In case of conflict, the present document, including definitions, will control. Preferred methods and materials are described below, although methods and materials similar or equivalent to those described herein can be used in practice or testing of the present invention. All publications, patent applications, patents and other references mentioned herein are incorporated by reference in their entirety. The materials, methods, and examples disclosed herein are illustrative only and not intended to be limiting.

[0014] The terms "comprise(s)," "include(s)," "having," "has," "can," "contain(s)," and variants thereof, as used herein, are intended to be open-ended transitional phrases, terms, or words that do not preclude the possibility of additional acts or structures. The singular forms "a," "an" and "the" include plural references unless the context clearly dictates otherwise. The present disclosure also contemplates other embodiments "comprising," "consisting of and "consisting essentially of," the embodiments or elements presented herein, whether explicitly set forth or not.

[0015] The modifier "about" used in connection with a quantity is inclusive of the stated value and has the meaning dictated by the context (for example, it includes at least the degree of error associated with the measurement of the particular quantity). The modifier "about" should also be considered as disclosing the range defined by the absolute values of the two endpoints. For example, the expression "from about 2 to about 4" also discloses the range "from 2 to 4." The term "about" may refer to plus or minus 10% of the indicated number. For example, "about 10%" may indicate a range of 9% to 11%, and "about 1" may mean from 0.9-1.1. Other meanings of "about" may be apparent from the context, such as rounding off, so, for example "about 1" may also mean from 0.5 to 1.4.

[0016] Definitions of specific functional groups and chemical terms are described in more detail below. For purposes of this disclosure, the chemical elements are identified in accordance with the Periodic Table of the Elements, CAS version, Handbook of Chemistry and Physics, 75 ^th Ed., inside cover, and specific functional groups are generally defined as described therein. Additionally, general principles of organic chemistry, as well as specific functional moieties and reactivity, are described in Organic Chemistry, Thomas Sorrell, University Science Books, Sausalito, 1999; Smith and March March's Advanced Organic Chemistry, 5 ^th Edition, John Wiley & Sons, Inc., New York, 2001; Larock, Comprehensive Organic Transformations, VCH Publishers, Inc., New York, 1989; Carruthers, Some Modern Methods of Organic Synthesis, 3 ^rd Edition, Cambridge University Press, Cambridge, 1987; the entire contents of each of which are incorporated herein by reference.

[0017] The term "alkoxy," as used herein, refers to an alkyl group, as defined herein, appended to the parent molecular moiety through an oxygen atom. Representative examples of alkoxy include, but are not limited to, methoxy, ethoxy, propoxy, 2-propoxy, butoxy and tert- butoxy.

[0018] The term "alkyl," as used herein, means a straight or branched, saturated hydrocarbon chain containing from 1 to 10 carbon atoms. The term "lower alkyl" or "Ci.C ₆ -alkyl" means a straight or branched chain hydrocarbon containing from 1 to 6 carbon atoms. The term "C1-C3- alkyl" means a straight or branched chain hydrocarbon containing from 1 to 3 carbon atoms. Representative examples of alkyl include, but are not limited to, methyl, ethyl, ^-propyl, iso- propyl, «-butyl, sec-butyl, /so-butyl, tert-butyl, «-pentyl, isopentyl, neopentyl, «-hexyl, 3- methylhexyl, 2,2-dimethylpentyl, 2,3-dimethylpentyl, «-heptyl, «-octyl, «-nonyl, and «-decyl.

[0019] The term "alkenyl," as used herein, means a straight or branched, hydrocarbon chain containing at least one carbon-carbon double bond and from 1 to 10 carbon atoms.

[0020] The term "alkoxyalkyl," as used herein, refers to an alkoxy group, as defined herein, appended to the parent molecular moiety through an alkyl group, as defined herein.

[0021] The term "alkoxyfluoroalkyl," as used herein, refers to an alkoxy group, as defined herein, appended to the parent molecular moiety through a fluoroalkyl group, as defined herein. [0022] The term "alkylene," as used herein, refers to a divalent group derived from a straight or branched chain hydrocarbon of 1 to 10 carbon atoms, for example, of 2 to 5 carbon atoms. Representative examples of alkylene include, but are not limited to, -CH ₂ CH ₂ -, -CH ₂ CH ₂ CH ₂ -, - CH ₂ CH ₂ CH ₂ CH ₂ -, and -CH ₂ CH ₂ CH ₂ CH ₂ CH ₂ -.

[0023] The term "alkenylenyl," as used herein, refers to a divalent group derived from a straight or branched chain hydrocarbon of 1 to 10 carbon atoms, wherein at least one carbon- carbon bond is a double bond.

[0024] The term "alkylamino," as used herein, means at least one alkyl group, as defined herein, is appended to the parent molecular moiety through an amino group, as defined herein.

[0025] The term "amide," as used herein, means -C(0) R- or - RC(O)-, wherein R may be hydrogen, alkyl, cycloalkyl, aryl, heteroaryl, heterocycle, alkenyl, or heteroalkyl.

[0026] The term "aminoalkyl," as used herein, means at least one amino group, as defined herein, is appended to the parent molecular moiety through an alkylene group, as defined herein.

[0027] The term "amino," as used herein, means - R _x R _y , wherein R _x and R _y may be hydrogen, alkyl, cycloalkyl, aryl, heteroaryl, heterocycle, alkenyl, or heteroalkyl. In the case of an aminoalkyl group or any other moiety where amino appends together two other moieties, amino may be -NR _X - wherein R _x may be hydrogen, alkyl, cycloalkyl, aryl, heteroaryl, heterocycle, alkenyl, or heteroalkyl.

[0028] The term "aryl," as used herein, refers to a phenyl group, or a bicyclic fused ring system. Bicyclic fused ring systems are exemplified by a phenyl group appended to the parent molecular moiety and fused to a cycloalkyl group, as defined herein, a phenyl group, a heteroaryl group, as defined herein, or a heterocycle, as defined herein. Representative examples of aryl include, but are not limited to, indolyl, naphthyl, phenyl, quinolinyl and tetrahydroquinolinyl.

[0029] The term "cyanoalkyl," as used herein, means at least one -CN group, is appended to the parent molecular moiety through an alkylene group, as defined herein.

[0030] The term "cyanofluoroalkyl," as used herein, means at least one -CN group, is appended to the parent molecular moiety through a fluoroalkyl group, as defined herein.

[0031] The term "cycloalkyl," as used herein, refers to a carbocyclic ring system containing three to ten carbon atoms, zero heteroatoms and zero double bonds. Representative examples of cycloalkyl include, but are not limited to, cyclopropyl, cyclobutyl, cyclopentyl, cyclohexyl, cycloheptyl, cyclooctyl, cyclononyl, cyclodecyl, adamantyl, and bicyclo[l . l . l]pentanyl. "Cycloalkyl" also includes carbocyclic ring systems in which a cycloalkyl group is appended to the parent molecular moiety and is fused to a phenyl group, a heteroaryl group as defined herein, or a heterocycle as defined herein. Representative examples of such cycloalkyl groups include, but are not limited to, 2,3-dihydro-lH-indenyl (e.g., 2,3-dihydro-lH-inden-l-yl and 2,3-dihydro- lH-inden-2-yl), 6,7-dihydro-5H-cyclopenta[b]pyridinyl (e.g., 6,7-dihydro-5H- cyclopenta[b]pyridin-6-yl), oxaspiro[3.3]heptanyl (e.g., 2-oxaspiro[3.3]heptan-6-yl), and 5,6,7,8- tetrahydroquinolinyl (e.g., 5,6,7,8-tetrahydroquinolin-5-yl).

[0032] The term "cycloalkenyl," as used herein, means a non-aromatic monocyclic or multicyclic ring system containing at least one carbon-carbon double bond and preferably having from 5-10 carbon atoms per ring. Exemplary monocyclic cycloalkenyl rings include

cyclopentenyl, cyclohexenyl or cycloheptenyl.

[0033] The term "fluoroalkyl," as used herein, means an alkyl group, as defined herein, in which one, two, three, four, five, six, seven or eight hydrogen atoms are replaced by fluorine. Representative examples of fluoroalkyl include, but are not limited to, 2-fluoroethyl, 2,2,2- trifluoroethyl, trifluoromethyl, difluoromethyl, pentafluoroethyl, and trifluoropropyl such as 3,3,3 -trifluoropropyl .

[0034] The term "fluoroalkoxy," as used herein, means at least one fluoroalkyl group, as defined herein, is appended to the parent molecular moiety through an oxygen atom.

Representative examples of fluoroalkoxy include, but are not limited to, difluoromethoxy, trifluoromethoxy and 2,2,2-trifluoroethoxy.

[0035] The term "halogen" or "halo," as used herein, means CI, Br, I, or F.

[0036] The term "haloalkyl," as used herein, means an alkyl group, as defined herein, in which one, two, three, four, five, six, seven or eight hydrogen atoms are replaced by a halogen.

[0037] The term "haloalkoxy," as used herein, means at least one haloalkyl group, as defined herein, is appended to the parent molecular moiety through an oxygen atom.

[0038] The term "halocycloalkyl," as used herein, means a cycloalkyl group, as defined herein, in which one or more hydrogen atoms are replaced by a halogen.

[0039] The term "heteroalkyl," as used herein, means an alkyl group, as defined herein, in which one or more of the carbon atoms has been replaced by a heteroatom selected from S, O, P and N. Representative examples of heteroalkyl s include, but are not limited to, alkyl ethers, secondary and tertiary alkyl amines, amides, and alkyl sulfides. [0040] The term "heteroaryl," as used herein, refers to an aromatic monocyclic ring or an aromatic bicyclic ring system. The aromatic monocyclic rings are five or six membered rings containing at least one heteroatom independently selected from the group consisting of N, O and S (e.g. 1, 2, 3, or 4 heteroatoms independently selected from O, S, and N). The five membered aromatic monocyclic rings have two double bonds and the six membered six membered aromatic monocyclic rings have three double bonds. The bicyclic heteroaryl groups are exemplified by a monocyclic heteroaryl ring appended to the parent molecular moiety and fused to a monocyclic cycloalkyl group, as defined herein, a monocyclic aryl group, as defined herein, a monocyclic heteroaryl group, as defined herein, or a monocyclic heterocycle, as defined herein.

Representative examples of heteroaryl include, but are not limited to, indolyl, pyridinyl

(including pyridin-2-yl, pyridin-3-yl, pyridin-4-yl), pyrimidinyl, pyrazinyl, pyridazinyl, pyrazolyl, pyrrolyl, benzopyrazolyl, 1,2,3-triazolyl, 1,3,4-thiadiazolyl, 1,2,4-thiadiazolyl, 1,3,4- oxadiazolyl, 1,2,4-oxadiazolyl, imidazolyl, thiazolyl, isothiazolyl, thienyl, benzimidazolyl, benzothiazolyl, benzoxazolyl, benzoxadiazolyl, benzothienyl, benzofuranyl, isobenzofuranyl, furanyl, oxazolyl, isoxazolyl, purinyl, isoindolyl, quinoxalinyl, indazolyl, quinazolinyl, 1,2,4- triazinyl, 1,3,5-triazinyl, isoquinolinyl, quinolinyl, 6,7-dihydro-l,3-benzothiazolyl, imidazo[l,2- a]pyridinyl, naphthyridinyl, pyridoimidazolyl, thiazolo[5,4-b]pyridin-2-yl, thiazolo[5,4- d]pyrimidin-2-yl.

[0041] The term "heterocycle" or "heterocyclic," as used herein, means a monocyclic heterocycle, a bicyclic heterocycle, or a tricyclic heterocycle. The monocyclic heterocycle is a three-, four-, five-, six-, seven-, or eight-membered ring containing at least one heteroatom independently selected from the group consisting of O, N, and S. The three- or four-membered ring contains zero or one double bond, and one heteroatom selected from the group consisting of O, N, and S. The five-membered ring contains zero or one double bond and one, two or three heteroatoms selected from the group consisting of O, N and S. The six-membered ring contains zero, one or two double bonds and one, two, or three heteroatoms selected from the group consisting of O, N, and S. The seven- and eight-membered rings contains zero, one, two, or three double bonds and one, two, or three heteroatoms selected from the group consisting of O, N, and S. Representative examples of monocyclic heterocycles include, but are not limited to, azetidinyl, azepanyl, aziridinyl, diazepanyl, 1,3-dioxanyl, 1,3-dioxolanyl, 1,3-dithiolanyl, 1,3-dithianyl, imidazolinyl, imidazolidinyl, isothiazolinyl, isothiazolidinyl, isoxazolinyl, isoxazolidinyl, morpholinyl, 2-oxo-3-piperidinyl, 2-oxoazepan-3-yl, oxadiazolinyl, oxadiazolidinyl, oxazolinyl, oxazolidinyl, oxetanyl, oxepanyl, oxocanyl, piperazinyl, piperidinyl, pyranyl, pyrazolinyl, pyrazolidinyl, pyrrolinyl, pyrrolidinyl, tetrahydrofuranyl,

tetrahydropyranyl, tetrahydropyndinyl, tetrahydrothienyl, thiadiazolinyl, thiadiazolidinyl, 1,2- thiazinanyl, 1,3-thiazinanyl, thiazolinyl, thiazolidinyl, thiomorpholinyl, 1, 1- dioxidothiomorpholinyl (thiomorpholine sulfone), thiopyranyl, and trithianyl. The bicyclic heterocycle is a monocyclic heterocycle fused to a phenyl group, or a monocyclic heterocycle fused to a monocyclic cycloalkyl, or a monocyclic heterocycle fused to a monocyclic

cycloalkenyl, or a monocyclic heterocycle fused to a monocyclic heterocycle, or a spiro heterocycle group, or a bridged monocyclic heterocycle ring system in which two non-adjacent atoms of the ring are linked by an alkylene bridge of 1, 2, 3, or 4 carbon atoms, or an alkenylene bridge of two, three, or four carbon atoms. Representative examples of bicyclic heterocycles include, but are not limited to, benzopyranyl, benzothiopyranyl, chromanyl, 2,3- dihydrobenzofuranyl, 2,3-dihydrobenzothienyl, 2,3-dihydroisoquinoline, 2-azaspiro[3.3]heptan- 2-yl, 2-oxa-6-azaspiro[3.3]heptan-6-yl, azabicyclo[2.2.1]heptyl (including 2- azabicyclo[2.2.1]hept-2-yl), azabicyclo[3.1.0]hexanyl (including 3-azabicyclo[3.1.0]hexan-3-yl), 2,3-dihydro-lH-indolyl, isoindolinyl, octahydrocyclopenta[c]pyrrolyl,

octahydropyrrolopyridinyl, and tetrahydroisoquinolinyl. Tricyclic heterocycles are exemplified by a bicyclic heterocycle fused to a phenyl group, or a bicyclic heterocycle fused to a

monocyclic cycloalkyl, or a bicyclic heterocycle fused to a monocyclic cycloalkenyl, or a bicyclic heterocycle fused to a monocyclic heterocycle, or a bicyclic heterocycle in which two non-adjacent atoms of the bicyclic ring are linked by an alkylene bridge of 1, 2, 3, or 4 carbon atoms, or an alkenylene bridge of two, three, or four carbon atoms. Examples of tricyclic heterocycles include, but are not limited to, octahydro-2,5-epoxypentalene, hexahydro-2H-2,5- methanocyclopenta[£]furan, hexahydro-lH-l,4-methanocyclopenta[c]furan, aza-adamantane (l-azatricyclo[3.3.1.1 ³ ' ⁷ ]decane), and oxa-adamantane (2-oxatricyclo[3.3.1.1 ³ ' ⁷ ]decane). The monocyclic, bicyclic, and tricyclic heterocycles are connected to the parent molecular moiety through any carbon atom or any nitrogen atom contained within the rings, and can be

unsubstituted or substituted.

[0042] The term "hydroxyl" or "hydroxy," as used herein, means an -OH group. [0043] The term "hydroxyalkyl," as used herein, means at least one -OH group, is appended to the parent molecular moiety through an alkylene group, as defined herein.

[0044] The term "hydroxyfluoroalkyl," as used herein, means at least one -OH group, is appended to the parent molecular moiety through a fluoroalkyl group, as defined herein.

[0045] In some instances, the number of carbon atoms in a hydrocarbyl substituent (e.g., alkyl or cycloalkyl) is indicated by the prefix "C _x -C _y -," wherein x is the minimum and y is the maximum number of carbon atoms in the substituent. Thus, for example, "Ci-C3-alkyl" refers to an alkyl substituent containing from 1 to 3 carbon atoms.

[0046] The term "sulfonamide," as used herein, means -S(0) ₂ R ^d - or - R ^d S(0)-, wherein R ^d may be hydrogen, alkyl, cycloalkyl, aryl, heteroaryl, heterocycle, alkenyl, or heteroalkyl.

[0047] The term "substituents" refers to a group "substituted" on an aryl, heteroaryl, phenyl or pyridinyl group at any atom of that group. Any atom can be substituted.

[0048] The term "substituted" refers to a group that may be further substituted with one or more non-hydrogen substituent groups. Substituent groups include, but are not limited to, halogen, =0 (oxo), =S (thioxo), cyano, nitro, fluoroalkyl, alkoxyfluoroalkyl, fluoroalkoxy, alkyl, alkenyl, alkynyl, haloalkyl, haloalkoxy, heteroalkyl, cycloalkyl, cycloalkenyl, aryl, heteroaryl, heterocycle, cycloalkylalkyl, heteroarylalkyl, arylalkyl, hydroxy, hydroxyalkyl, alkoxy, alkoxyalkyl, alkylene, aryloxy, phenoxy, benzyloxy, amino, alkylamino, acylamino, aminoalkyl, arylamino, sulfonylamino, sulfinylamino, sulfonyl, alkylsulfonyl, arylsulfonyl, aminosulfonyl, sulfinyl, -COOH, ketone, amide, carbamate, and acyl. For example, if a group is described as being "optionally substituted" (such as an alkyl, alkenyl, alkynyl, aryl, heteroaryl, cycloalkyl, heteroalkyl, heterocycle or other group such as an R group), it may have 0, 1, 2, 3, 4 or 5 substituents independently selected from halogen, =0 (oxo), =S (thioxo), cyano, nitro, fluoroalkyl, alkoxyfluoroalkyl, fluoroalkoxy, alkyl, alkenyl, alkynyl, haloalkyl, haloalkoxy, heteroalkyl, cycloalkyl, cycloalkenyl, aryl, heteroaryl, heterocycle, cycloalkylalkyl,

heteroarylalkyl, arylalkyl, hydroxy, hydroxyalkyl, alkoxy, alkoxyalkyl, alkylene, aryloxy, phenoxy, benzyloxy, amino, alkylamino, acylamino, aminoalkyl, arylamino, sulfonylamino, sulfinylamino, sulfonyl, alkylsulfonyl, arylsulfonyl, aminosulfonyl, sulfinyl, -COOH, ketone, amide, carbamate, and acyl.

[0049] For compounds described herein, groups and substituents thereof may be selected in accordance with permitted valence of the atoms and the substituents, such that the selections and substitutions result in a stable compound, e.g., which does not spontaneously undergo transformation such as by rearrangement, cyclization, elimination, etc.

[0050] For the recitation of numeric ranges herein, each intervening number there between with the same degree of precision is explicitly contemplated. For example, for the range of 6-9, the numbers 7 and 8 are contemplated in addition to 6 and 9, and for the range 6.0-7.0, the number 6.0, 6.1, 6.2, 6.3, 6.4, 6.5, 6.6, 6.7, 6.8, 6.9, and 7.0 are explicitly contemplated.

2. Compounds

[0051] In one aspect, disclosed is a compound of formula (I):

(I)

or a pharmaceutically acceptable salt thereof, wherein: X is CR ^3a or N; Y is CR ^3b or N; Z is S, O, or R ⁴ ; L is -[C(R ^a R ^b )] _p -, C ₂ -C ₆ -alkenylenyl, C(O), O, or S; A ¹ is Cyc ¹ or Cyc ² -Q-Cyc ³ ; R ¹ is hydrogen, alkyl, alkoxy, alkoxyalkyl, halogen, cyano, or haloalkyl; R ² is hydrogen, alkyl or haloalkyl; M is a bond, C ₂ -C ₆ -alkenylenyl, or -[C(R ^c R ^d )] _r [C(R ^e R ^f )] _k -; A ² is alkyl, alkoxy, hydroxyalkyl, alkoxyalkyl, haloalkyl, cyanoalkyl, cycloalkyl, heterocycle, heteroaryl, or aryl; or A ² and R ² , together with the atoms to which they are attached, form a heterocycle; R ^3a and R ^3b are each independently selected from hydrogen, alkyl, cyano, alkoxy, alkoxyalkyl, haloalkyl, and halogen; R ⁴ is hydrogen, or alkyl; R ⁵ is independently, at each occurrence, hydrogen, alkyl, or - C(0)R ^g ; Cyc ¹ is aryl, heteroaryl, heterocycle or cycloalkyl; Cyc ² is aryl, heteroaryl, heterocycle or cycloalkyl; Q is a bond, Ci-C ₆ -alkylenyl, C ₂ -C ₆ -alkenylenyl, C(0) H, O, S, or NR ⁵ ; Cyc ³ is aryl, heteroaryl, heterocycle or cycloalkyl; R ^a , R ^b , R ^c , R ^d , R ^e , and R ^f are each independently hydrogen, alkyl, hydroxyalkyl, haloalkyl, hydroxy, cyano, alkoxy, alkoxyalkyl, or halogen; p is 0, 1, 2, 3, 4, 5, or 6; t is 0, 1, 2, or 3; k is 0, 1, 2, or 3; and R ^g is independently, at each

occurrence, alkyl, aryl, heteroaryl, cycloalkyl or alkoxy; wherein said aryl, heteroaryl, cycloalkyl, and heterocycle, at each occurrence, are independently substituted or unsubstituted.

[0052] In certain embodiments, X is CR ^3a or N; Y is CR ^3b or N; Z is S, O, or NR ⁴ ; L is - [C(R ^a R ^b )] _p -, C ₂ -C ₆ -alkenylenyl, C(O), O, or S; A ¹ is Cyc ¹ or Cyc ² -Q-Cyc ³ ; R ¹ is hydrogen, alkyl, alkoxy, alkoxyalkyl, halogen, cyano, or haloalkyl; R ² is hydrogen, alkyl or haloalkyl; M is a bond, C ₂ -C ₆ -alkenylenyl, or -[C(R ^c R ^d )] _t -[C(R ^e R ^f )] _k -; A ² is alkyl, alkoxy, hydroxyalkyl, alkoxyalkyl, haloalkyl, cyanoalkyl, cycloalkyl, heterocycle, heteroaryl, or aryl; or A ² and R ² , together with the atoms to which they are attached, form a heterocycle; R ^3a and R ^3b are each independently selected from hydrogen, alkyl, cyano, alkoxy, alkoxyalkyl, haloalkyl, and halogen; R ⁴ is hydrogen, or alkyl; R ⁵ is independently, at each occurrence, hydrogen, alkyl, or - C(0)R ^g ; Cyc ¹ is aryl, heteroaryl, heterocycle or cycloalkyl; Cyc ² is aryl, heteroaryl, heterocycle or cycloalkyl; Q is a bond, Ci-C ₆ -alkylenyl, C ₂ -C ₆ -alkenylenyl, C(0) H, O, S, or R ⁵ ; Cyc ³ is aryl, heteroaryl, heterocycle or cycloalkyl; R ^a , R ^b , R ^c , R ^d , R ^e , and R ^f are each independently hydrogen, alkyl, hydroxyalkyl, haloalkyl, hydroxy, cyano, alkoxy, alkoxyalkyl, or halogen; p is 0, 1, 2, 3, 4, 5, or 6; t is 0, 1, 2, or 3; k is 0, 1, 2, or 3; and R ^g is independently, at each occurrence, alkyl, aryl, heteroaryl, cycloalkyl or alkoxy; wherein said aryl, heteroaryl, cycloalkyl, and heterocycle, at each occurrence, are independently substituted or unsubstituted with 1, 2, 3, 4, 5, 6, or 7 functional groups independently selected from the group consisting of halogen, =0, =S, cyano, cyanoalkyl, cyanofluoroalkyl, nitro, fluoroalkyl, alkoxyfluoroalkyl, fluoroalkoxy, alkyl, alkenyl, alkynyl, haloalkyl, haloalkoxy, heteroalkyl, cycloalkyl,

halocycloalkyl, cycloalkenyl, aryl, heteroaryl, heterocycle, cycloalkylalkyl, heteroarylalkyl, arylalkyl, hydroxy, hydroxyalkyl, hydroxyfluoroalkyl, alkoxy, alkoxyalkyl, alkylene, aryloxy, phenoxy, benzyloxy, amino, alkylamino, acylamino, aminoalkyl, arylamino, sulfonylamino, sulfinylamino, sulfonyl, alkylsulfonyl, arylsulfonyl, aminosulfonyl, sulfinyl, -COOH, ketone, amide, carbamate, and acyl.

[0053] In certain embodiments, X is CR ^3a ; Y is CR ^3b or N; Z is S, O, or NR ⁴ ; R ^3a and R ^3b are each independently selected from hydrogen, alkyl, cyano, alkoxy, alkoxyalkyl, haloalkyl, and halogen; and R ⁴ is hydrogen, or alkyl.

[0054] In certain embodiments, X is CR ^3a ; Y is CR ^3b ; Z is S, O, or NR ⁴ ; R ^3a and R ^3b are each independently selected from hydrogen, alkyl, cyano, alkoxy, alkoxyalkyl, haloalkyl, and halogen; and R ⁴ is hydrogen, or alkyl.

[0055] In certain embodiments, X is CR ^3a ; Y is CR ^3b ; Z is S, or O; and R ^3a and R ^3b are each independently selected from hydrogen, alkyl, cyano, alkoxy, alkoxyalkyl, haloalkyl, and halogen. [0056] In certain embodiments, X is CR ^3a ; Y is CR ^3b ; Z is NR ⁴ ; R ^3a and R ^3b are each independently selected from hydrogen, alkyl, cyano, alkoxy, alkoxyalkyl, haloalkyl, and halogen; and R ⁴ is hydrogen, or alkyl. In certain embodiments, X is CR ^3a ; Y is CR ^3b ; Z is NR ⁴ ; R ^3a is hydrogen, or alkyl; R ^3b is hydrogen, or alkyl; and R ⁴ is hydrogen, or alkyl. In certain embodiments, X is CR ^3a ; Y is CR ^3b ; Z is NR ⁴ ; R ^3a is hydrogen; R ^3b is hydrogen; and R ⁴ is hydrogen, or alkyl. In certain embodiments, X is CR ^3a ; Y is CR ^3b ; Z is NR ⁴ ; R ^3a is hydrogen; R ^3b is hydrogen; and R ⁴ is hydrogen. In certain embodiments, X is CR ^3a ; Y is CR ^3b ; Z is NR ⁴ ; R ^3a is hydrogen; R ^3b is hydrogen; and R ⁴ is alkyl.

[0057] In certain embodiments, X is CR ^3a ; Y is N; Z is NR ⁴ ; R ^3a is hydrogen, or alkyl; and R ⁴ is hydrogen, or alkyl. In certain embodiments, X is CR ^3a ; Y is N; Z is NR ⁴ ; R ^3a is hydrogen; and R ⁴ is hydrogen. In certain embodiments, X is CR ^3a ; Y is N; Z is NR ⁴ ; R ^3a is hydrogen; and R ⁴ is alkyl.

[0058] In certain embodiments, X is CR ^3a ; Y is CR ^3b ; Z is O; and R ^3a and R ^3b are each independently selected from hydrogen, alkyl, cyano, alkoxy, alkoxyalkyl, haloalkyl, and halogen. In certain embodiments, X is CR ^3a ; Y is CR ^3b ; Z is O; and R ^3a and R ^3b are each independently selected from hydrogen and alkyl. In certain embodiments, X is CR ^3a ; Y is CR ^3b ; Z is O; R ^3a is hydrogen; and R ^3b is hydrogen.

[0059] In certain embodiments, X is CR ^3a ; Y is CR ^3b ; Z is S; and R ^3a and R ^3b are each independently selected from hydrogen, alkyl, cyano, alkoxy, alkoxyalkyl, haloalkyl, and halogen. In certain embodiments, X is CR ^3a ; Y is CR ^3b ; Z is S; and R ^3a and R ^3b are each independently selected from hydrogen and alkyl. In certain embodiments, X is CR ^3a ; Y is CR ^3b ; Z is S; R ^3a is hydrogen; and R ^3b is hydrogen.

[0060] In certain embodiments, L is -[C(R ^a R ^b )] _p -, C(O), or O; R ^a and R ^b are each

independently hydrogen, alkyl, or halogen; and p is 0, 1, 2, or 3.

[0061] In certain embodiments, L is O.

[0062] In certain embodiments, L is C(O).

[0063] In certain embodiments, L is -[C(R ^a R ^b )] _p -; R ^a and R ^b are each independently hydrogen, alkyl, alkoxy, or halogen; and p is 0, 1, 2, or 3.

[0064] In certain embodiments, L is -[C(R ^a R ^b )] _p -; R ^a and R ^b are each independently hydrogen, alkoxy, or halogen; and p is 1, 2, or 3. In certain embodiments, L is -[C(R ^a R ^b )] _p -; R ^a and R ^b are each independently hydrogen, alkoxy, or halogen; and p is 1. In certain embodiments, L is -[C(R ^a R ^b )] _p -; R ^a and R ^b are each independently hydrogen, ethoxy, or fluorine; and p is 1, 2, or 3. In certain embodiments, L is -[C(R ^a R ^b )] _p -; R ^a and R ^b are each independently hydrogen, ethoxy, or fluorine; and p is 1.

[0065] In certain embodiments, L is -[C(R ^a R ^b )] _p -; R ^a and R ^b are each hydrogen; and p is 1, 2, or 3. In certain embodiments, L is -[C(R ^a R ^b )] _p -; R ^a and R ^b are each hydrogen; and p is 1.

[0066] In certain embodiments, A ¹ is Cyc ¹ or Cyc ² -Q-Cyc ³ ; Cyc ¹ is aryl, or heteroaryl; Cyc ² is aryl, or heteroaryl; Q is a bond or C(0) H; and Cyc ³ is aryl, heteroaryl, cyclyl, or

heterocyclyl.

[0067] In certain embodiments, A ¹ is Cyc ¹ or Cyc ² -Q-Cyc ³ ; Cyc ¹ is aryl, or heteroaryl; Cyc ² is aryl, or heteroaryl; Q is a bond; and Cyc ³ is aryl, or heteroaryl.

[0068] In certain embodiments, A ¹ is Cyc ¹ or Cyc ² -Q-Cyc ³ ; Cyc ¹ is heteroaryl; Cyc ² is aryl, or heteroaryl; Q is a bond; and Cyc ³ is heteroaryl.

[0069] In certain embodiments, A ¹ is Cyc ¹ or Cyc ² -Q-Cyc ³ ; Cyc ¹ is heteroaryl; Cyc ² is aryl; Q is a bond; and Cyc ³ is heteroaryl.

[0070] In certain embodiments, A ¹ is Cyc ¹ or Cyc ² -Q-Cyc ³ ; Cyc ¹ is heteroaryl; Cyc ² is heteroaryl; Q is a bond; and Cyc ³ is heteroaryl.

[0071] In certain embodiments, A ¹ is Cyc ¹ ; and Cyc ¹ is heteroaryl. In certain embodiments, A ¹ is Cyc ¹ ; and Cyc ¹ is pyridyl, thiazolyl or pyrimidinyl. In certain embodiments, A ¹ is Cyc ¹ ; and Cyc ¹ is pyridyl, thiazolyl or pyrimidinyl substituted with at least one alkyl or haloalkyl. In certain embodiments, A ¹ is Cyc ¹ ; and Cyc ¹ is pyridyl, thiazolyl or pyrimidinyl substituted with one or two substituents independently selected from methyl and trifluorom ethyl.

[0072] In certain embodiments, A ¹ is Cyc ¹ ; and Cyc ¹ is pyridyl. In certain embodiments, A ¹ is Cyc ¹ ; and Cyc ¹ is pyridyl substituted with at least one alkyl. In certain embodiments, A ¹ is Cyc ¹ ; and Cyc ¹ is pyridyl substituted with one or two methyl groups.

[0073] In certain embodiments, A ¹ is Cyc ¹ ; and Cyc ¹ is thiazolyl. In certain embodiments, A ¹ is Cyc ¹ ; and Cyc ¹ is thiazolyl substituted with at least one alkyl. In certain embodiments, A ¹ is Cyc ¹ ; and Cyc ¹ is thiazolyl substituted with one methyl group.

[0074] In certain embodiments, A ¹ is Cyc ¹ ; and Cyc ¹ is pyrimidinyl. In certain embodiments, A ¹ is Cyc ¹ ; and Cyc ¹ is pyrimidinyl substituted with at least one alkyl. In certain embodiments, A ¹ is Cyc ¹ ; and Cyc ¹ is pyrimidinyl substituted with one methyl group. [0075] In certain embodiments, A ¹ is Cyc ² -Q-Cyc ³ ; Cyc ² is aryl, or heteroaryl; Q is a bond; and Cyc ³ is heteroaryl. In certain embodiments, A ¹ is Cyc ² -Q-Cyc ³ ; Cyc ² is phenyl or pyridyl; Q is a bond; and Cyc ³ is pyrazolyl, thiazolyl, oxazolyl, triazolyl, or benzopyrazolyl. In certain embodiments, A ¹ is Cyc ² -Q-Cyc ³ ; Cyc ² is phenyl that is unsubstituted or substituted with one or two halogens, or pyridyl; Q is a bond; and Cyc ³ is pyrazolyl, thiazolyl, oxazolyl, triazolyl, or benzopyrazolyl, each of which may be unsubstituted or substituted with 1, 2 or 3 alkyl groups (e.g., methyl).

[0076] In certain embodiments, A ¹ is Cyc ² -Q-Cyc ³ ; Cyc ² is aryl; Q is a bond; and Cyc ³ is heteroaryl. In certain embodiments, A ¹ is Cyc ² -Q-Cyc ³ ; Cyc ² is phenyl; Q is a bond; and Cyc ³ is pyrazolyl, or benzopyrazolyl. In certain embodiments, A ¹ is Cyc ² -Q-Cyc ³ ; Cyc ² is phenyl; Q is a bond; and Cyc ³ is pyrazolyl, or benzopyrazolyl. In certain embodiments, A ¹ is Cyc ² -Q-Cyc ³ ; Cyc ² is phenyl substituted with at least one halogen; Q is a bond; and Cyc ³ is pyrazolyl substituted with at least one alkyl, or benzopyrazolyl substituted with at least one alkyl.

[0077] In certain embodiments, Cyc ¹ is a monocyclic aryl. In certain embodiments, Cyc ¹ is a bicyclic aryl. In certain embodiments, Cyc ¹ is a monocyclic heteroaryl. In certain embodiments, Cyc ¹ is a bicyclic heteroaryl. In certain embodiments, Cyc ¹ is a monocyclic heterocycle. In certain embodiments, Cyc ¹ is bicyclic heterocycle. In certain embodiments, Cyc ¹ is a monocyclic heterocycle fused to a phenyl group. In certain embodiments, Cyc ¹ is a monocyclic heterocycle fused to a monocyclic cycloalkenyl. In certain embodiments, Cyc ¹ is a monocyclic heterocycle fused to a monocyclic heterocycle. In certain embodiments, Cyc ¹ is a spiro heterocycle. In certain embodiments, Cyc ¹ is a bridged monocyclic heterocycle ring system. In certain embodiments, Cyc ¹ is a tricyclic heterocycle. In certain embodiments, Cyc ¹ is a bicyclic heterocycle fused to a phenyl group. In certain embodiments, Cyc ¹ is a bicyclic heterocycle fused to a monocyclic cycloalkyl. In certain embodiments, Cyc ¹ is a bicyclic heterocycle fused to a monocyclic cycloalkenyl. In certain embodiments, Cyc ¹ is a bicyclic heterocycle fused to a monocyclic heterocycle. In certain embodiments, Cyc ¹ is a bicyclic heterocycle in which two non-adjacent atoms of the bicyclic ring are linked by an alkylene bridge. In certain embodiments, Cyc ¹ is an aromatic monocyclic ring. In certain embodiments, Cyc ¹ is an aromatic bicyclic ring system. In certain embodiments, Cyc ¹ is a cycloalkyl. In certain embodiments, Cyc ¹ is a C3-C8 cycloalkyl. In certain embodiments, Cyc ¹ is unsubstituted. In certain embodiments, Cyc ¹ is substituted with 1, 2, 3, 4, 5, 6, or 7 functional groups independently selected from the group consisting of halogen, =0, =S, cyano, nitro, fluoroalkyl, alkoxyfluoroalkyl, fluoroalkoxy, alkyl, alkenyl, alkynyl, haloalkyl, haloalkoxy, heteroalkyl, cycloalkyl, cycloalkenyl, aryl, heteroaryl, heterocycle, cycloalkylalkyl, heteroarylalkyl, arylalkyl, hydroxy, hydroxyalkyl, alkoxy, alkoxyalkyl, alkylene, aryloxy, phenoxy, benzyloxy, amino, alkylamino, acylamino, aminoalkyl, arylamino, sulfonylamino, sulfinylamino, sulfonyl, alkylsulfonyl, arylsulfonyl, aminosulfonyl, sulfinyl, -COOH, ketone, amide, carbamate, and acyl.

[0078] In certain embodiments, Cyc ² is a monocyclic aryl. In certain embodiments, Cyc ² is a bicyclic aryl. In certain embodiments, Cyc ² is a monocyclic heteroaryl. In certain embodiments, Cyc ² is a bicyclic heteroaryl. In certain embodiments, Cyc ² is a monocyclic heterocycle. In certain embodiments, Cyc ² is bicyclic heterocycle. In certain embodiments, Cyc ² is a monocyclic heterocycle fused to a phenyl group. In certain embodiments, Cyc ² is a monocyclic heterocycle fused to a monocyclic cycloalkenyl. In certain embodiments, Cyc ² is a monocyclic heterocycle fused to a monocyclic heterocycle. In certain embodiments, Cyc ² is a spiro heterocycle. In certain embodiments, Cyc ² is a bridged monocyclic heterocycle ring system. In certain embodiments, Cyc ² is a tricyclic heterocycle. In certain embodiments, Cyc ² is a bicyclic heterocycle fused to a phenyl group. In certain embodiments, Cyc ² is a bicyclic heterocycle fused to a monocyclic cycloalkyl. In certain embodiments, Cyc ² is a bicyclic heterocycle fused to a monocyclic cycloalkenyl. In certain embodiments, Cyc ² is a bicyclic heterocycle fused to a monocyclic heterocycle. In certain embodiments, Cyc ² is a bicyclic heterocycle in which two non-adjacent atoms of the bicyclic ring are linked by an alkylene bridge. In certain embodiments, Cyc ² is an aromatic monocyclic ring. In certain embodiments, Cyc ² is an aromatic bicyclic ring system. In certain embodiments, Cyc ² is a cycloalkyl. In certain embodiments, Cyc ² is a C3-C8 cycloalkyl. In certain embodiments, Cyc ² is unsubstituted. In certain embodiments, Cyc ² is substituted with 1, 2, 3, 4, 5, 6, or 7 functional groups independently selected from the group consisting of halogen, =0, =S, cyano, nitro, fluoroalkyl, alkoxyfluoroalkyl, fluoroalkoxy, alkyl, alkenyl, alkynyl, haloalkyl, haloalkoxy, heteroalkyl, cycloalkyl, cycloalkenyl, aryl, heteroaryl, heterocycle, cycloalkylalkyl, heteroarylalkyl, arylalkyl, hydroxy, hydroxyalkyl, alkoxy, alkoxyalkyl, alkylene, aryloxy, phenoxy, benzyloxy, amino, alkylamino, acylamino, aminoalkyl, arylamino, sulfonylamino, sulfinylamino, sulfonyl, alkylsulfonyl, arylsulfonyl, aminosulfonyl, sulfinyl, -COOH, ketone, amide, carbamate, and acyl. [0079] In certain embodiments, Cyc is a monocyclic aryl. In certain embodiments, Cyc is a bicyclic aryl. In certain embodiments, Cyc ³ is a monocyclic heteroaryl. In certain embodiments, Cyc ³ is a bicyclic heteroaryl. In certain embodiments, Cyc ³ is a monocyclic heterocycle. In certain embodiments, Cyc ³ is bicyclic heterocycle. In certain embodiments, Cyc ³ is a monocyclic heterocycle fused to a phenyl group. In certain embodiments, Cyc ³ is a monocyclic heterocycle fused to a monocyclic cycloalkenyl. In certain embodiments, Cyc ³ is a monocyclic heterocycle fused to a monocyclic heterocycle. In certain embodiments, Cyc ³ is a spiro heterocycle. In certain embodiments, Cyc ³ is a bridged monocyclic heterocycle ring system. In certain embodiments, Cyc ³ is a tricyclic heterocycle. In certain embodiments, Cyc ³ is a bicyclic heterocycle fused to a phenyl group. In certain embodiments, Cyc ³ is a bicyclic heterocycle fused to a monocyclic cycloalkyl. In certain embodiments, Cyc ³ is a bicyclic heterocycle fused to a monocyclic cycloalkenyl. In certain embodiments, Cyc ³ is a bicyclic heterocycle fused to a monocyclic heterocycle. In certain embodiments, Cyc ³ is a bicyclic heterocycle in which two non-adjacent atoms of the bicyclic ring are linked by an alkylene bridge. In certain embodiments, Cyc ³ is an aromatic monocyclic ring. In certain embodiments, Cyc ³ is an aromatic bicyclic ring system. In certain embodiments, Cyc ³ is a cycloalkyl. In certain embodiments, Cyc ³ is a C3-C8 cycloalkyl. In certain embodiments, Cyc ³ is unsubstituted. In certain embodiments, Cyc ³ is substituted with 1, 2, 3, 4, 5, 6, or 7 functional groups independently selected from the group consisting of halogen, =0, =S, cyano, nitro, fluoroalkyl, alkoxyfluoroalkyl, fluoroalkoxy, alkyl, alkenyl, alkynyl, haloalkyl, haloalkoxy, heteroalkyl, cycloalkyl, cycloalkenyl, aryl, heteroaryl, heterocycle, cycloalkylalkyl, heteroarylalkyl, arylalkyl, hydroxy, hydroxyalkyl, alkoxy, alkoxyalkyl, alkylene, aryloxy, phenoxy, benzyloxy, amino, alkylamino, acylamino, aminoalkyl, arylamino, sulfonylamino, sulfinylamino, sulfonyl, alkylsulfonyl, arylsulfonyl, aminosulfonyl, sulfinyl, -COOH, ketone, amide, carbamate, and acyl.

[0080] In certain embodiments, R ¹ is hydrogen.

[0081] In certain embodiments, R ² is hydrogen, or alkyl; M is a bond, or -[C(R ^c R ^d )] _r

[C(R ^e R ^f )] _k -; R ^c , R ^d , R ^e , and R ^f are each independently hydrogen, alkyl, hydroxyalkyl, or hydroxy; t is 0, 1, or 2; and k is 0, 1, or 2.

[0082] In certain embodiments, R ² is hydrogen; M is a bond, or -[C(R ^c R ^d )] _r [C(R ^e R ^f )] _k -; R ^c , R ^d , R ^e , and R ^f are each independently hydrogen, alkyl, hydroxyalkyl, or hydroxy; t is 0, 1, or 2; and k is 0, 1, or 2. [0083] In certain embodiments, R ² is hydrogen, or alkyl; M is a bond, or -[C(R ^c R ^d )] _r

[C(R ^e R ^f )] _k -; R ^c , R ^d , R ^e , and R ^f are each independently hydrogen, alkyl, hydroxyalkyl, or hydroxy; t is 0, or 1; and k is 0, or 1.

[0084] In certain embodiments, R ² is hydrogen; M is a bond, or -[C(R ^c R ^d )] _r [C(R ^e R ^f )] _k -; R ^c , R ^d , R ^e , and R ^f are each independently hydrogen, alkyl, hydroxyalkyl, or hydroxy; t is 0, or 1; and k is 0, or 1.

[0085] In certain embodiments, R ² is hydrogen, or methyl; and M is a bond, or -[C(R ^c R ^d )] _r [C(R ^e R ^f )] _k -; R ^c , R ^d , R ^e , and R ^f are each independently hydrogen or alkyl; t is 0, or 1; and k is 0, or 1.

[0086] In certain embodiments, R ² is hydrogen, or methyl; and M is a bond, or -[C(R ^c R ^d )] _t - [C(R ^e R ^f )] _k -; R ^c , R ^d , R ^e , and R ^f are each independently hydrogen or alkyl; t is 0, or 1; and k is 0.

[0087] In certain embodiments, R ² is hydrogen; and M is a bond.

[0088] In certain embodiments, A ² is alkyl, alkoxy, hydroxyalkyl, alkoxyalkyl, haloalkyl, cyanoalkyl, cycloalkyl, heterocycle, heteroaryl, or aryl.

[0089] In certain embodiments, A ² is alkyl, alkoxy, hydroxyalkyl, alkoxyalkyl, haloalkyl, cycloalkyl, heterocycle, heteroaryl, or aryl.

[0090] In certain embodiments, A ² is a monocyclic aryl. In certain embodiments, A ² is a bicyclic aryl. In certain embodiments, A ² is a monocyclic heteroaryl. In certain embodiments, A ² is a bicyclic heteroaryl. In certain embodiments, A ² is a monocyclic heterocycle. In certain embodiments, A ² is bicyclic heterocycle. In certain embodiments, A ² is a monocyclic

heterocycle fused to a phenyl group. In certain embodiments, A ² is a monocyclic heterocycle fused to a monocyclic cycloalkenyl. In certain embodiments, A ² is a monocyclic heterocycle fused to a monocyclic heterocycle. In certain embodiments, A ² is a spiro heterocycle. In certain embodiments, A ² is a bridged monocyclic heterocycle ring system. In certain embodiments, A ² is a tricyclic heterocycle. In certain embodiments, A ² is a bicyclic heterocycle fused to a phenyl group. In certain embodiments, A ² is a bicyclic heterocycle fused to a monocyclic cycloalkyl. In certain embodiments, A ² is a bicyclic heterocycle fused to a monocyclic cycloalkenyl. In certain embodiments, A ² is a bicyclic heterocycle fused to a monocyclic heterocycle. In certain embodiments, A ² is a bicyclic heterocycle in which two non-adjacent atoms of the bicyclic ring are linked by an alkylene bridge. In certain embodiments, A ² is an aromatic monocyclic ring. In certain embodiments, A ² is an aromatic bicyclic ring system. In certain embodiments, A ² is a cycloalkyl. In certain embodiments, A ² is a C ₃ -C ₈ cycloalkyl. In certain embodiments, A ² is unsubstituted. In certain embodiments, A ² is substituted with 1, 2, 3, 4, 5, 6, or 7 functional groups independently selected from the group consisting of halogen, =0, =S, cyano, nitro, fluoroalkyl, alkoxyfluoroalkyl, fluoroalkoxy, alkyl, alkenyl, alkynyl, haloalkyl, haloalkoxy, heteroalkyl, cycloalkyl, cycloalkenyl, aryl, heteroaryl, heterocycle, cycloalkylalkyl,

heteroarylalkyl, arylalkyl, hydroxy, hydroxyalkyl, alkoxy, alkoxyalkyl, alkylene, aryloxy, phenoxy, benzyloxy, amino, alkylamino, acylamino, aminoalkyl, arylamino, sulfonylamino, sulfinylamino, sulfonyl, alkylsulfonyl, arylsulfonyl, aminosulfonyl, sulfinyl, -COOH, ketone, amide, carbamate, and acyl.

[0091] In certain embodiments, A ² is cycloalkyl, or heterocycle. In certain embodiments, A ² is a C ₃ -C ₈ cycloalkyl, or a C4-C ₈ heterocycle comprising 1 nitrogen or oxygen atom.

[0092] In certain embodiments, A ² is a C ₃ -C ₁₀ cycloalkyl. In certain embodiments, A ² is a C ₃ -C ₈ cycloalkyl. In certain embodiments, A ² is cyclopropyl. In certain embodiments, A ² is cyclobutyl. In certain embodiments, A ² is cyclopentyl. In certain embodiments, A ² is cyclohexyl. In certain embodiments, A ² is cycloheptyl. In certain embodiments, A ² is cyclooctyl. In certain embodiments, A ² is adamantyl. In certain embodiments, A ² is bicyclo[l . l . l]pentanyl. In certain embodiments, A ² is 2-oxaspiro[3.3]heptanyl. In certain embodiments, A ² is selected from the group consisting of cyclopropyl, cyclobutyl, cyclopentyl, cyclohexyl, cycloheptyl, adamantyl, bicyclo[l . l . l]pentanyl, and 2-oxaspiro[3.3]heptanyl. In certain embodiments, the C ₃ -C ₁₀ cycloalkyl or C ₃ -C8 cycloalkyl (e.g., cyclopropyl, cyclobutyl, cyclopentyl, cyclohexyl, cycloheptyl, cyclooctyl, adamantyl, bicyclo[l . l . l]pentanyl, or 2-oxaspiro[3.3]heptanyl) is substituted with at least 1 substituent selected from hydroxy, alkoxy, alkyl, halo, oxo and cyano, or a combination thereof. In certain embodiments, the C ₃ -C ₁₀ cycloalkyl or C ₃ -C ₈ cycloalkyl (e.g. cyclopropyl, cyclobutyl, cyclopentyl, cyclohexyl, cycloheptyl, cyclooctyl, adamantyl, bicyclo[l . l . l]pentanyl, or 2-oxaspiro[3.3]heptanyl) is unsubstituted or substituted with 1 or 2 substituents independently selected from hydroxy, alkoxy, alkyl, halo, oxo and cyano. In certain embodiments, the C ₃ -C ₁₀ cycloalkyl or C ₃ -C ₈ cycloalkyl (e.g. cyclopropyl, cyclobutyl, cyclopentyl, cyclohexyl, cycloheptyl, cyclooctyl, adamantyl, bicyclo[l . l . l]pentanyl, or 2- oxaspiro[3.3]heptanyl) is unsubstituted or substituted with 1 or 2 substituents independently selected from hydroxy, methoxy, methyl, fluoro, oxo and cyano. [0093] In certain embodiments, A ² is heterocycle. In certain embodiments, A ² is a C4-C8 heterocycle comprising 1 heteroatom selected from oxygen, nitrogen and sulfur.

[0094] In certain embodiments, A ² is a C4-C8 heterocycle comprising 1 oxygen atom. In certain embodiments, A ² is oxetane. In certain embodiments, A ² is tetrahydrofuran. In certain embodiments, A ² is tetrahydropyran. In certain embodiments, A ² is oxepane. In certain embodiments, A ² is oxocane. In certain embodiments, A ² is selected from the group consisting of oxetane, tetrahydrofuran, and tetrahydropyran. In certain embodiments, the C4-C8 heterocycle comprising 1 oxygen atom (e.g. oxetane, tetrahydrofuran, tetrahydropyran, oxepane, oxocane) is substituted with at least 1 substituent selected from hydroxy, alkyl and alkoxy, or a combination thereof. In certain embodiments, the C ₄ -C ₈ heterocycle comprising 1 oxygen atom (e.g. oxetane, tetrahydrofuran, tetrahydropyran, oxepane, oxocane) is unsubstituted or substituted with 1 or 2 substituents independently selected from hydroxy, alkyl and alkoxy. In certain embodiments, the C ₄ -C ₈ heterocycle comprising 1 oxygen atom (e.g. oxetane, tetrahydrofuran, tetrahydropyran, oxepane, oxocane) is substituted with 1 or 2 substituents independently selected from hydroxy, methyl and methoxy.

[0095] In certain embodiments, A ² is a C ₄ -C ₈ heterocycle comprising 1 nitrogen atom. In certain embodiments, A ² is azetidine. In certain embodiments, A ² is pyrrolidine. In certain embodiments, A ² is piperidine. In certain embodiments, A ² is azepane. In certain embodiments, A ² is hexahydro-lH-pyrrolizine. In certain embodiments, A ² is selected from the group consisting of azetidine, pyrrolidine, piperidine, azepane, and hexahydro-lH-pyrrolizine. In certain embodiments, the C ₄ -C ₈ heterocycle comprising 1 nitrogen atom is unsubstituted or substituted with at least 1 substituent selected from alkyl, haloalkyl, oxo, and heterocyclyl. In certain embodiments, the C ₄ -C ₈ heterocycle comprising 1 nitrogen atom is unsubstituted or substituted with 1 or 2 substituents independently selected from alkyl, haloalkyl, oxo, and heterocyclyl. In certain embodiments, the C ₄ -C ₈ heterocycle comprising 1 nitrogen atom is unsubstituted or substituted with 1 or 2 substituents independently selected from methyl, ethyl, t-butyl, oxo, trifluoromethyl, and oxetane.

[0096] In certain embodiments, A ² is alkoxyalkyl or cyanoalkyl. In some embodiments, A ² is selected from 2-methoxy ethyl, 3 -methoxy propyl, 2-methoxy-l-methylethyl, and 1-cyano-l- methylethyl. [0097] In certain embodiments, A ² is heteroaryl. In certain embodiments, A ² is monocyclic heteroaryl or bicyclic heteroaryl. In certain embodiments, A ² is selected from indazole, pyrazole and imidazole. In certain embodiments, the heteroaryl is unsubstituted or substituted with 1 alkyl group (e.g., methyl).

[0098] In certain embodiments, A ² and R ² , together with the atoms to which they are attached, form a heterocycle. In certain embodiments, the heterocycle is selected from the group consisting of azabicyclo[2.2.1]heptane, piperidine, piperazine, and azabicyclo[3.2.1]octane. In certain embodiments, the heterocycle is unsubstituted or substituted with 1 or 2 substituents independently selected from the group consisting of oxo, hydroxy, alkyl, and hydroxyalkyl. In certain embodiments, the heterocycle is unsubstituted or substituted with 1 or 2 substituents independently selected from the group consisting of oxo, hydroxy, methyl, and hydroxyethyl.

[0099] In certain embodiments, R ² is hydrogen, or alkyl; M is a bond, or -[C(R ^c R ^d )] _r

[C(R ^e R ^f )] _k -; A ² is alkyl, alkoxy, hydroxyalkyl, alkoxyalkyl, haloalkyl, cycloalkyl, heterocycle, heteroaryl, or aryl; R ^c , R ^d , R ^e , and R ^f are each independently hydrogen, alkyl, hydroxyalkyl, or hydroxy; t is 0, 1, or 2; and k is 0, 1, or 2.

[00100] In certain embodiments, R ² is hydrogen; M is a bond, or -[C(R ^c R ^d )] _r [C(R ^e R ^f )] _k -; A ² is alkyl, alkoxy, hydroxyalkyl, alkoxyalkyl, haloalkyl, cycloalkyl, heterocycle, heteroaryl, or aryl; R ^c , R ^d , R ^e , and R ^f are each independently hydrogen, alkyl, hydroxyalkyl, or hydroxy; t is 0, 1, or 2; and k is 0, 1, or 2.

[00101] In certain embodiments, R ² is hydrogen; M is a bond, or -[C(R ^c R ^d )] _r [C(R ^e R ^f )] _k -; A ² is alkyl, alkoxy, hydroxyalkyl, alkoxyalkyl, haloalkyl, cycloalkyl, heterocycle, heteroaryl, or aryl; R ^c , R ^d , R ^e , and R ^f are each independently hydrogen, alkyl, hydroxyalkyl, or hydroxy; t is 0 or 1; and k is 0 or 1.

[00102] In certain embodiments, R ² is hydrogen; M is a bond; and A ² is cycloalkyl, or heterocycle.

[00103] In certain embodiments, R ² is hydrogen; M is a bond; and A ² is cycloalkyl, or heterocycle.

[00104] In certain embodiments, R ² is hydrogen; M is a bond; and A ² is cycloalkyl, or heterocycle. In certain embodiments, A ² is a C3-C8 cycloalkyl, or a C4-C8 heterocycle comprising 1 oxygen atom. [00105] In certain embodiments, R ² is hydrogen; M is a bond; and A ² is a C ₃ -C ₈ cycloalkyl. In certain embodiments, R ² is hydrogen; M is a bond; and A ² is cyclopropyl. In certain

embodiments, R ² is hydrogen; M is a bond; and A ² is cyclobutyl. In certain embodiments, R ² is hydrogen; M is a bond; and A ² is cyclopentyl. In certain embodiments, R ² is hydrogen; M is a bond; and A ² is cyclohexyl. In certain embodiments, R ² is hydrogen; M is a bond; and A ² is cycloheptyl. In certain embodiments, R ² is hydrogen; M is a bond; and A ² is cyclooctyl. In certain embodiments, the C ₃ -C ₈ cycloalkyl (e.g. cyclopropyl, cyclobutyl, cyclopentyl, cyclohexyl, cycloheptyl, or cyclooctyl) is substituted with at least 1 substituent selected from hydroxy and alkoxy, or a combination thereof.

[00106] In certain embodiments, R ² is hydrogen; M is a bond; and A ² is a C ₄ -C ₈ heterocycle comprising 1 oxygen atom. In certain embodiments, R ² is hydrogen; M is a bond; and A ² is oxetane. In certain embodiments, R ² is hydrogen; M is a bond; and A ² is tetrahydrofuran. In certain embodiments, R ² is hydrogen; M is a bond; and A ² is tetrahydropyran. In certain embodiments, R ² is hydrogen; M is a bond; and A ² is oxepane. In certain embodiments, R ² is hydrogen; M is a bond; and A ² is oxocane. In certain embodiments, the C ₄ -C ₈ heterocycle comprising 1 oxygen atom (e.g. oxetane, tetrahydrofuran, tetrahydropyran, oxepane, or oxocane) is substituted with at least 1 substituent selected from hydroxy and alkoxy, or a combination thereof.

[00107] In certain embodiments, X is CR ^3a ; Y is CR ^3b ; Z is S, or O; L is -[C(R ^a R ^b )] _p -, C ₂ -C ₆ - alkenylenyl, O, S, or R ⁵ ; A ¹ is Cyc ¹ or Cyc ² -Q-Cyc ³ ; R ¹ is hydrogen, alkyl, alkoxy, alkoxyalkyl, halogen, cyano, or haloalkyl; R ² is hydrogen, alkyl or haloalkyl; M is a bond, C ₂ - Ce-alkenylenyl, or -[C(R ^c R ^d )] _r [C(R ^e R ^f )] _k -; A ² is alkyl, alkoxy, hydroxyalkyl, alkoxyalkyl, haloalkyl, cycloalkyl, heterocycle, heteroaryl, or aryl; R ^3a and R ^3b are each independently selected from hydrogen, alkyl, cyano, alkoxy, alkoxyalkyl, haloalkyl, or halogen; R ⁵ is independently, at each occurrence, hydrogen, alkyl, or -C(0)R ^g ; Cyc ¹ is aryl, heteroaryl, heterocycle or cycloalkyl; Cyc ² is aryl, heteroaryl, heterocycle or cycloalkyl; Q is a bond, Ci-C ₆ - alkylenyl, C ₂ -C ₆ -alkenylenyl, O, S, or NR ⁵ ; Cyc ³ is aryl, heteroaryl, heterocycle or cycloalkyl; R ^a , R ^b , R ^c , R ^d , R ^e , and R ^f are each independently hydrogen, alkyl, hydroxyalkyl, haloalkyl, hydroxy, cyano, alkoxy, alkoxyalkyl, or halogen; p is 0, 1, 2, 3, 4, 5, or 6; t is 0, 1, 2, or 3; k is 0, 1, 2, or 3; and R ^g is independently, at each occurrence, alkyl, aryl, heteroaryl, cycloalkyl or alkoxy; wherein said aryl, heteroaryl, cycloalkyl, and heterocycle, at each occurrence, are independently substituted or unsubstituted.

[00108] In certain embodiments, X is CR ^3a ; Y is CR ^3b ; Z is S, or O; L is -[C(R ^a R ^b )] _p -, or O; A ¹ is Cyc ¹ or Cyc ² -Q-Cyc ³ ; R ^a and R ^b are each independently hydrogen, alkyl, or halogen; p is 0, 1, 2, or 3; Cyc ¹ is aryl, or heteroaryl; Cyc ² is aryl, or heteroaryl; Q is a bond; Cyc ³ is aryl, or heteroaryl; R ¹ is hydrogen, alkyl, alkoxy, alkoxyalkyl, halogen, cyano, or haloalkyl; R ² is hydrogen, alkyl or haloalkyl; M is a bond, C ₂ -C ₆ -alkenylenyl, or -[C(R ^c R ^d )] _r [C(R ^e R ^f )] _k -; A ² is alkyl, alkoxy, hydroxyalkyl, alkoxyalkyl, haloalkyl, cycloalkyl, heterocycle, heteroaryl, or aryl; R ^3a and R ^3b are each independently selected from hydrogen, alkyl, cyano, alkoxy, alkoxyalkyl, haloalkyl, or halogen; R ^c , R ^d , R ^e , and R ^f are each independently hydrogen, alkyl, hydroxyalkyl, haloalkyl, hydroxy, cyano, alkoxy, alkoxyalkyl, or halogen; t is 0, 1, 2, or 3; and k is 0, 1, 2, or 3; wherein said aryl, heteroaryl, cycloalkyl, and heterocycle, at each occurrence, are independently substituted or unsubstituted.

[00109] In certain embodiments, X is CR ^3a ; Y is CR ^3b ; Z is S, or O; L is -[C(R ^a R ^b )] _p -, or O; A ¹ is Cyc ¹ or Cyc ² -Q-Cyc ³ ; R ^a and R ^b are each independently hydrogen, alkyl, or halogen; p is 0, 1, 2, or 3; Cyc ¹ is aryl, or heteroaryl; Cyc ² is aryl, or heteroaryl; Q is a bond; Cyc ³ is aryl, or heteroaryl; R ¹ is hydrogen; R ² is hydrogen, alkyl or haloalkyl; M is a bond, C ₂ -C ₆ -alkenylenyl, or -[C(R ^c R ^d )] _t -[C(R ^e R ^f )] _k -; A ² is alkyl, alkoxy, hydroxyalkyl, alkoxyalkyl, haloalkyl, cycloalkyl, heterocycle, heteroaryl, or aryl; R ^3a and R ^3b are each independently selected from hydrogen, alkyl, cyano, alkoxy, alkoxyalkyl, haloalkyl, and halogen; R ^c , R ^d , R ^e , and R ^f are each

independently hydrogen, alkyl, hydroxyalkyl, haloalkyl, hydroxy, cyano, alkoxy, alkoxyalkyl, or halogen; t is 0, 1, 2, or 3; and k is 0, 1, 2, or 3; wherein said aryl, heteroaryl, cycloalkyl, and heterocycle, at each occurrence, are independently substituted or unsubstituted.

[00110] In certain embodiments, X is CR ^3a ; Y is CR ^3b ; Z is S, or O; L is -[C(R ^a R ^b )] _p -, or O; A ¹ is Cyc ¹ or Cyc ² -Q-Cyc ³ ; R ^a and R ^b are each independently hydrogen, alkyl, or halogen; p is 0, 1, 2, or 3; Cyc ¹ is aryl, or heteroaryl; Cyc ² is aryl, or heteroaryl; Q is a bond; Cyc ³ is aryl, or heteroaryl; R ¹ is hydrogen; R ² is hydrogen, or alkyl; M is a bond, or -[C(R ^c R ^d )] _t -[C(R ^e R ^f )] _k -; A ² is alkyl, alkoxy, hydroxyalkyl, alkoxyalkyl, haloalkyl, cycloalkyl, heterocycle, heteroaryl, or aryl; R ^3a and R ^3b are each independently selected from hydrogen, alkyl, cyano, alkoxy, alkoxyalkyl, haloalkyl, and halogen; R ^c , R ^d , R ^e , and R ^f are each independently hydrogen, alkyl, hydroxyalkyl, or hydroxy; t is 0, 1, 2, or 3; and k is 0, 1, 2, or 3; wherein said aryl, heteroaryl, cycloalkyl, and heterocycle, at each occurrence, are independently substituted or unsubstituted.

[00111] In certain embodiments, X is CR ^3a ; Y is CR ^3b ; Z is S, or O; L is -[C(R ^a R ^b )] _p -, or O; A ¹ is Cyc ¹ or Cyc ² -Q-Cyc ³ ; R ^a and R ^b are each independently hydrogen, alkyl, or halogen; p is 0, 1, 2, or 3; Cyc ¹ is aryl, or heteroaryl; Cyc ² is aryl, or heteroaryl; Q is a bond; Cyc ³ is aryl, or heteroaryl; R ¹ is hydrogen; R ² is hydrogen, or alkyl; M is a bond, or -[C(R ^c R ^d )] _t -[C(R ^e R ^f )] _k -; A ² is alkyl, alkoxy, hydroxyalkyl, alkoxyalkyl, haloalkyl, cycloalkyl, heterocycle, heteroaryl, or aryl; R ^3a and R ^3b are each independently selected from hydrogen and alkyl; R ^c , R ^d , R ^e , and R ^f are each independently hydrogen, alkyl, hydroxyalkyl, or hydroxy; t is 0, 1, 2, or 3; and k is 0, 1, 2, or 3; wherein said aryl, heteroaryl, cycloalkyl, and heterocycle, at each occurrence, are independently substituted or unsubstituted.

[00112] In certain embodiments, X is CR ^3a ; Y is CR ^3b ; Z is S, or O; L is -[C(R ^a R ^b )] _p -, or O; A ¹ is Cyc ¹ or Cyc ² -Q-Cyc ³ ; R ^a and R ^b are each independently hydrogen, alkyl, or halogen; p is 0, 1, 2, or 3; Cyc ¹ is aryl, or heteroaryl; Cyc ² is aryl, or heteroaryl; Q is a bond; Cyc ³ is aryl, or heteroaryl; R ¹ is hydrogen; R ² is hydrogen, or alkyl; M is a bond, or -[C(R ^c R ^d )] _r [C(R ^e R ^f )] _k -; A ² is alkyl, alkoxy, hydroxyalkyl, alkoxyalkyl, haloalkyl, cycloalkyl, heterocycle, heteroaryl, or aryl; R ^3a and R ^3b are each independently selected from hydrogen and alkyl; R ^c , R ^d , R ^e , and R ^f are each independently hydrogen, alkyl, hydroxyalkyl, or hydroxy; t is 0, 1, 2, or 3; and k is 0, 1, 2, or 3; wherein said aryl, heteroaryl, cycloalkyl, and heterocycle, at each occurrence, are independently substituted or unsubstituted.

[00113] In certain embodiments, X is CR ^3a ; Y is CR ^3b ; Z is S; L is -[C(R ^a R ^b )] _p -, C ₂ -C ₆ - alkenylenyl, O, S, or R ⁵ ; A ¹ is Cyc ¹ or Cyc ² -Q-Cyc ³ ; R ¹ is hydrogen, alkyl, alkoxy,

alkoxyalkyl, halogen, cyano, or haloalkyl; R ² is hydrogen, alkyl or haloalkyl; M is a bond, C ₂ - Ce-alkenylenyl, or -[C(R ^c R ^d )] _r [C(R ^e R ^f )] _k -; A ² is alkyl, alkoxy, hydroxyalkyl, alkoxyalkyl, haloalkyl, cycloalkyl, heterocycle, heteroaryl, or aryl; R ^3a and R ^3b are each independently selected from hydrogen, alkyl, cyano, alkoxy, alkoxyalkyl, haloalkyl, and halogen; R ⁵ is independently, at each occurrence, hydrogen, alkyl, or -C(0)R ^g ; Cyc ¹ is aryl, heteroaryl, heterocycle or cycloalkyl; Cyc ² is aryl, heteroaryl, heterocycle or cycloalkyl; Q is a bond, Ci-C ₆ - alkylenyl, C ₂ -C ₆ -alkenylenyl, O, S, or NR ⁵ ; Cyc ³ is aryl, heteroaryl, heterocycle or cycloalkyl; R ^a , R ^b , R ^c , R ^d , R ^e , and R ^f are each independently hydrogen, alkyl, hydroxyalkyl, haloalkyl, hydroxy, cyano, alkoxy, alkoxyalkyl, or halogen; p is 0, 1, 2, 3, 4, 5, or 6; t is 0, 1, 2, or 3; k is 0, 1, 2, or 3; and R ^g is independently, at each occurrence, alkyl, aryl, heteroaryl, cycloalkyl or alkoxy; wherein said aryl, heteroaryl, cycloalkyl, and heterocycle, at each occurrence, are independently substituted or unsubstituted.

[00114] In certain embodiments, X is CR ^3a ; Y is CR ^3b ; Z is S; L is -[C(R ^a R ^b )] _p -, or O; A ¹ is Cyc ¹ or Cyc ² -Q-Cyc ³ ; R ^a and R ^b are each independently hydrogen, alkyl, or halogen; p is 0, 1, 2, or 3; Cyc ¹ is aryl, or heteroaryl; Cyc ² is aryl, or heteroaryl; Q is a bond; Cyc ³ is aryl, or heteroaryl; R ¹ is hydrogen, alkyl, alkoxy, alkoxyalkyl, halogen, cyano, or haloalkyl; R ² is hydrogen, alkyl or haloalkyl; M is a bond, C ₂ -C ₆ -alkenylenyl, or -[C(R ^c R ^d )] _r [C(R ^e R ^f )] _k -; A ² is alkyl, alkoxy, hydroxyalkyl, alkoxyalkyl, haloalkyl, cycloalkyl, heterocycle, heteroaryl, or aryl; R ^3a and R ^3b are each independently selected from hydrogen, alkyl, cyano, alkoxy, alkoxyalkyl, haloalkyl, and halogen; R ^c , R ^d , R ^e , and R ^f are each independently hydrogen, alkyl, hydroxyalkyl, haloalkyl, hydroxy, cyano, alkoxy, alkoxyalkyl, or halogen; t is 0, 1, 2, or 3; and k is 0, 1, 2, or 3; wherein said aryl, heteroaryl, cycloalkyl, and heterocycle, at each occurrence, are independently substituted or unsubstituted.

[00115] In certain embodiments, X is CR ^3a ; Y is CR ^3b ; Z is S; L is -[C(R ^a R ^b )] _p -, or O; A ¹ is Cyc ¹ or Cyc ² -Q-Cyc ³ ; R ^a and R ^b are each independently hydrogen, alkyl, or halogen; p is 0, 1, 2, or 3; Cyc ¹ is aryl, or heteroaryl; Cyc ² is aryl, or heteroaryl; Q is a bond; Cyc ³ is aryl, or heteroaryl; R ¹ is hydrogen; R ² is hydrogen, alkyl or haloalkyl; M is a bond, C ₂ -C ₆ -alkenylenyl, or -[C(R ^c R ^d )] _t -[C(R ^e R ^f )] _k -; A ² is alkyl, alkoxy, hydroxyalkyl, alkoxyalkyl, haloalkyl, cycloalkyl, heterocycle, heteroaryl, or aryl; R ^3a and R ^3b are each independently selected from hydrogen, alkyl, cyano, alkoxy, alkoxyalkyl, haloalkyl, and halogen; R ^c , R ^d , R ^e , and R ^f are each

independently hydrogen, alkyl, hydroxyalkyl, haloalkyl, hydroxy, cyano, alkoxy, alkoxyalkyl, or halogen; t is 0, 1, 2, or 3; and k is 0, 1, 2, or 3; wherein said aryl, heteroaryl, cycloalkyl, and heterocycle, at each occurrence, are independently substituted or unsubstituted.

[00116] In certain embodiments, X is CR ^3a ; Y is CR ^3b ; Z is S; L is -[C(R ^a R ^b )] _p -, or O; A ¹ is Cyc ¹ or Cyc ² -Q-Cyc ³ ; R ^a and R ^b are each independently hydrogen, alkyl, or halogen; p is 0, 1, 2, or 3; Cyc ¹ is aryl, or heteroaryl; Cyc ² is aryl, or heteroaryl; Q is a bond; Cyc ³ is aryl, or heteroaryl; R ¹ is hydrogen; R ² is hydrogen, or alkyl; M is a bond, or -[C(R ^c R ^d )] _r [C(R ^e R ^f )] _k -; A ² is alkyl, alkoxy, hydroxyalkyl, alkoxyalkyl, haloalkyl, cycloalkyl, heterocycle, heteroaryl, or aryl; R ^3a and R ^3b are each independently selected from hydrogen, alkyl, cyano, alkoxy, alkoxyalkyl, haloalkyl, and halogen; R ^c , R ^d , R ^e , and R ^f are each independently hydrogen, alkyl, hydroxyalkyl, or hydroxy; t is 0, 1, 2, or 3; and k is 0, 1, 2, or 3; wherein said aryl, heteroaryl, cycloalkyl, and heterocycle, at each occurrence, are independently substituted or unsubstituted.

[00117] In certain embodiments, X is CR ^3a ; Y is CR ^3b ; Z is S; L is -[C(R ^a R ^b )] _p -, or O; A ¹ is Cyc ¹ or Cyc ² -Q-Cyc ³ ; R ^a and R ^b are each independently hydrogen, alkyl, or halogen; p is 0, 1, 2, or 3; Cyc ¹ is aryl, or heteroaryl; Cyc ² is aryl, or heteroaryl; Q is a bond; Cyc ³ is aryl, or heteroaryl; R ¹ is hydrogen; R ² is hydrogen, or alkyl; M is a bond, or -[C(R ^c R ^d )] _t -[C(R ^e R ^f )] _k -; A ² is alkyl, alkoxy, hydroxyalkyl, alkoxyalkyl, haloalkyl, cycloalkyl, heterocycle, heteroaryl, or aryl; R ^3a and R ^3b are each independently selected from hydrogen and alkyl; R ^c , R ^d , R ^e , and R ^f are each independently hydrogen, alkyl, hydroxyalkyl, or hydroxy; t is 0, 1, 2, or 3; and k is 0, 1, 2, or 3; wherein said aryl, heteroaryl, cycloalkyl, and heterocycle, at each occurrence, are independently substituted or unsubstituted.

[00118] In certain embodiments, X is CR ^3a ; Y is CR ^3b ; Z is S; L is -[C(R ^a R ^b )] _p -, or O; A ¹ is Cyc ¹ or Cyc ² -Q-Cyc ³ ; R ^a and R ^b are each independently hydrogen, alkyl, or halogen; p is 0, 1, 2, or 3; Cyc ¹ is aryl, or heteroaryl; Cyc ² is aryl, or heteroaryl; Q is a bond; Cyc ³ is aryl, or heteroaryl; R ¹ is hydrogen; R ² is hydrogen, or alkyl; M is a bond, or -[C(R ^c R ^d )] _r [C(R ^e R ^f )] _k -; A ² is alkyl, alkoxy, hydroxyalkyl, alkoxyalkyl, haloalkyl, cycloalkyl, heterocycle, heteroaryl, or aryl; R ^3a and R ^3b are each independently selected from hydrogen and alkyl; R ^c , R ^d , R ^e , and R ^f are each independently hydrogen, alkyl, hydroxyalkyl, or hydroxy; t is 0, 1, 2, or 3; and k is 0, 1, 2, or 3; wherein said aryl, heteroaryl, cycloalkyl, and heterocycle, at each occurrence, are independently substituted or unsubstituted.

[00119] In another aspect, the compound of formula (I) is a compound of formula (I-a):

(I-a),

wherein L is -[C(R ^a R ^b )] _p -, C(O), or O; A ¹ is Cyc ¹ , or Cyc ² -Q-Cyc ³ ; M is a bond, or -[C(R ^c R ^d )] _r [C(R ^e R ^f )] _k -; A ² is alkyl, alkoxy, hydroxyalkyl, alkoxyalkyl, haloalkyl, cyanoalkyl, cycloalkyl, heterocycle, heteroaryl, or aryl; Cyc ¹ is heteroaryl; Cyc ² is aryl or heteroaryl; Q is a bond; Cyc ³ is heteroaryl; R ^a and R ^b are each alkyl, halogen, or hydrogen; R ^c , R ^d , R ^e , and R ^f are each independently hydrogen, alkyl, hydroxyalkyl, or hydroxy; p is 1; t is 0 or 1; and k is 0 or 1; wherein said aryl, heteroaryl, cycloalkyl, and heterocycle, at each occurrence, are independently substituted or unsubstituted.

[00120] In certain embodiments, L is -[C(R ^a R ^b )] _p -, or O; A ¹ is Cyc ¹ , or Cyc ² -Q-Cyc ³ ; M is a bond; A ² is cycloalkyl, or heterocycle; Cyc ¹ is heteroaryl; Cyc ² is aryl; Q is a bond; Cyc ³ is heteroaryl; R ^a and R ^b are each hydrogen, or halogen; and p is 1.

[00121] In certain embodiments, L is -[C(R ^a R ^b )] _p -, or O; A ¹ is Cyc ¹ ; M is a bond; A ² is cycloalkyl, or heterocycle; Cyc ¹ is heteroaryl; R ^a and R ^b are each hydrogen, or halogen; and p is 1.

[00122] In certain embodiments, L is -[C(R ^a R ^b )] _p -; A ¹ is Cyc ¹ ; M is a bond; A ² is cycloalkyl, or heterocycle; Cyc ¹ is heteroaryl; R ^a and R ^b are each hydrogen, or halogen; and p is 1.

[00123] In certain embodiments, L is -[C(R ^a R ^b )] _p -, or O; A ¹ is Cyc ¹ ; M is a bond; A ² is cycloalkyl, or heterocycle; Cyc ¹ is heteroaryl; R ^a and R ^b are each hydrogen, or fluorine; and p is 1.

[00124] In certain embodiments, L is -[C(R ^a R ^b )] _p -; A ¹ is Cyc ¹ ; M is a bond; A ² is cycloalkyl, or heterocycle; Cyc ¹ is heteroaryl; R ^a and R ^b are each hydrogen, or fluorine; and p is 1.

[00125] In certain embodiments, L is O; A ¹ is Cyc ¹ ; M is a bond; A ² is cycloalkyl, or heterocycle; and Cyc ¹ is heteroaryl.

[00126] In certain embodiments, L is -[C(R ^a R ^b )] _p -, or O; A ¹ is Cyc ¹ , or Cyc ² -Q-Cyc ³ ; M is a bond; A ² is cycloalkyl, or heterocycle; Cyc ¹ is heteroaryl; Cyc ² is aryl; Q is a bond; Cyc ³ is heteroaryl; R ^a and R ^b are each hydrogen; and p is 1.

[00127] In certain embodiments, L is -[C(R ^a R ^b )] _p -, or O; A ¹ is Cyc ¹ ; M is a bond; A ² is cycloalkyl, or heterocycle; Cyc ¹ is heteroaryl; R ^a and R ^b are each hydrogen; and p is 1.

[00128] In certain embodiments, L is -[C(R ^a R ^b )] _p -; A ¹ is Cyc ¹ ; M is a bond; A ² is cycloalkyl, or heterocycle; Cyc ¹ is heteroaryl; R ^a and R ^b are each hydrogen; and p is 1.

[00129] In certain embodiments, L is -[C(R ^a R ^b )] _p -, or O; A ¹ is Cyc ¹ , or Cyc ² -Q-Cyc ³ ; M is a bond; A ² is cycloalkyl, or heterocycle; Cyc ¹ is pyridyl; Cyc ² is phenyl; Q is a bond; Cyc ³ is pyrazolyl, or benzopyrazolyl; R ^a and R ^b are each hydrogen, or halogen; and p is 1.

[00130] In certain embodiments, L is -[C(R ^a R ^b )] _p -, or O; A ¹ is Cyc ¹ ; M is a bond; A ² is cycloalkyl, or heterocycle; Cyc ¹ is pyridyl; R ^a and R ^b are each hydrogen, or halogen; and p is 1.

[00131] In certain embodiments, L is -[C(R ^a R ^b )] _p -; A ¹ is Cyc ¹ ; M is a bond; A ² is cycloalkyl, or heterocycle; Cyc ¹ is pyridyl; R ^a and R ^b are each hydrogen, or halogen; and p is 1. [00132] In certain embodiments, L is -[C(R ^a R ^b )] _p -, or O; A ¹ is Cyc ¹ ; M is a bond; A ² is cycloalkyl, or heterocycle; Cyc ¹ is pyridyl; R ^a and R ^b are each hydrogen, or fluorine; and p is 1.

[00133] In certain embodiments, L is -[C(R ^a R ^b )] _p -; A ¹ is Cyc ¹ ; M is a bond; A ² is cycloalkyl, or heterocycle; Cyc ¹ is pyridyl; R ^a and R ^b are each hydrogen, or fluorine; and p is 1.

[00134] In certain embodiments, L is O; A ¹ is Cyc ¹ ; M is a bond; A ² is cycloalkyl, or heterocycle; and Cyc ¹ is pyridyl.

[00135] In certain embodiments, L is -[C(R ^a R ^b )] _p -, or O; A ¹ is Cyc ¹ , or Cyc ² -Q-Cyc ³ ; M is a bond; A ² is cycloalkyl, or heterocycle; Cyc ¹ is pyridyl; Cyc ² is phenyl; Q is a bond; Cyc ³ is pyrazolyl, or benzopyrazolyl; R ^a and R ^b are each hydrogen; and p is 1.

[00136] In certain embodiments, L is -[C(R ^a R ^b )] _p -, or O; A ¹ is Cyc ¹ ; M is a bond; A ² is cycloalkyl, or heterocycle; Cyc ¹ is pyridyl; R ^a and R ^b are each hydrogen; and p is 1.

[00137] In certain embodiments, L is -[C(R ^a R ^b )] _p -; A ¹ is Cyc ¹ ; M is a bond; A ² is cycloalkyl, or heterocycle; Cyc ¹ is pyridyl; R ^a and R ^b are each hydrogen; and p is 1.

[00138] In certain embodiments, A ² is a C ₃ -C ₈ cycloalkyl, or a C ₄ -C ₈ heterocycle comprising 1 oxygen atom.

[00139] In certain embodiments, A ² is a C ₃ -C ₈ cycloalkyl. In certain embodiments, A ² is cyclopropyl. In certain embodiments, A ² is cyclobutyl. In certain embodiments, A ² is cyclopentyl. In certain embodiments, A ² is cyclohexyl. In certain embodiments, A ² is cycloheptyl. In certain embodiments, A ² is cyclooctyl. In certain embodiments, the C ₃ -C ₈ cycloalkyl (e.g. cyclopropyl, cyclobutyl, cyclopentyl, cyclohexyl, cycloheptyl, cyclooctyl) is substituted with at least 1 substituent selected from hydroxy and alkoxy, or a combination thereof.

[00140] In certain embodiments, A ² is a C ₄ -C ₈ heterocycle comprising 1 oxygen atom. In certain embodiments, A ² is oxetane. In certain embodiments, A ² is tetrahydrofuran. In certain embodiments, A ² is tetrahydropyran. In certain embodiments, A ² is oxepane. In certain embodiments, A ² is oxocane. In certain embodiments, the C ₄ -C ₈ heterocycle comprising 1 oxygen atom (e.g. oxetane, tetrahydrofuran, tetrahydropyran, oxepane, oxocane) is substituted with at least 1 substituent selected from hydroxy and alkoxy, or a combination thereof.

[00141] In another aspect, the compound of formula (I) is a compound of formula (I-b):

(I-b),

wherein L is -[C(R ^a R ^b )] _p -, or O; A ¹ is Cyc ¹ , or Cyc ² -Q-Cyc ³ ; A ² is cycloalkyl, heterocycle, heteroaryl, or aryl; Cyc ¹ is heteroaryl; Cyc ² is aryl; Q is a bond; Cyc ³ is heteroaryl; R ^a and R ^b are each alkyl, halogen, or hydrogen; p is 1; wherein said aryl, heteroaryl, cycloalkyl, and heterocycle, at each occurrence, are independently substituted or unsubstituted.

[00142] In certain embodiments, L is -[C(R ^a R ^b )] _p -, or O; A ¹ is Cyc ¹ , or Cyc ² -Q-Cyc ³ ; A ² is cycloalkyl, or heterocycle; Cyc ¹ is heteroaryl; Cyc ² is aryl; Q is a bond; Cyc ³ is heteroaryl; R ^a and R ^b are each hydrogen, or halogen; and p is 1.

[00143] In certain embodiments, L is -[C(R ^a R ^b )] _p -, or O; A ¹ is Cyc ¹ ; A ² is cycloalkyl, or heterocycle; Cyc ¹ is heteroaryl; R ^a and R ^b are each hydrogen, or halogen; and p is 1.

[00144] In certain embodiments, L is -[C(R ^a R ^b )] _p -; A ¹ is Cyc ¹ ; A ² is cycloalkyl, or

heterocycle; Cyc ¹ is heteroaryl; R ^a and R ^b are each hydrogen, or halogen; and p is 1.

[00145] In certain embodiments, L is -[C(R ^a R ^b )] _p -, or O; A ¹ is Cyc ¹ ; A ² is cycloalkyl, or heterocycle; Cyc ¹ is heteroaryl; R ^a and R ^b are each hydrogen, or fluorine; and p is 1.

[00146] In certain embodiments, L is -[C(R ^a R ^b )] _p -; A ¹ is Cyc ¹ ; A ² is cycloalkyl, or

heterocycle; Cyc ¹ is heteroaryl; R ^a and R ^b are each hydrogen, or fluorine; and p is 1.

[00147] In certain embodiments, L is O; A ¹ is Cyc ¹ ; A ² is cycloalkyl, or heterocycle; and Cyc ¹ is heteroaryl.

[00148] In certain embodiments, L is -[C(R ^a R ^b )] _p -, or O; A ¹ is Cyc ¹ , or Cyc ² -Q-Cyc ³ ; A ² is cycloalkyl, or heterocycle; Cyc ¹ is heteroaryl; Cyc ² is aryl; Q is a bond; Cyc ³ is heteroaryl; R ^a and R ^b are each hydrogen; and p is 1.

[00149] In certain embodiments, L is -[C(R ^a R ^b )] _p -, or O; A ¹ is Cyc ¹ ; A ² is cycloalkyl, or heterocycle; Cyc ¹ is heteroaryl; R ^a and R ^b are each hydrogen; and p is 1.

[00150] In certain embodiments, L is -[C(R ^a R ^b )] _p -; A ¹ is Cyc ¹ ; A ² is cycloalkyl, or

heterocycle; Cyc ¹ is heteroaryl; R ^a and R ^b are each hydrogen; and p is 1. [00151] In certain embodiments, L is -[C(R ^a R ^b )] _p -, or O; A ¹ is Cyc ¹ , or Cyc ² -Q-Cyc ³ ; A ² is cycloalkyl, or heterocycle; Cyc ¹ is pyridyl; Cyc ² is phenyl; Q is a bond; Cyc ³ is pyrazolyl, or benzopyrazolyl; R ^a and R ^b are each hydrogen, or halogen; and p is 1.

[00152] In certain embodiments, L is -[C(R ^a R ^b )] _p -, or O; A ¹ is Cyc ¹ ; A ² is cycloalkyl, or heterocycle; Cyc ¹ is pyridyl; R ^a and R ^b are each hydrogen, or halogen; and p is 1.

[00153] In certain embodiments, L is -[C(R ^a R ^b )] _p -; A ¹ is Cyc ¹ ; A ² is cycloalkyl, or

heterocycle; Cyc ¹ is pyridyl; R ^a and R ^b are each hydrogen, or halogen; and p is 1.

[00154] In certain embodiments, L is -[C(R ^a R ^b )] _p -, or O; A ¹ is Cyc ¹ ; A ² is cycloalkyl, or heterocycle; Cyc ¹ is pyridyl; R ^a and R ^b are each hydrogen, or fluorine; and p is 1.

[00155] In certain embodiments, L is -[C(R ^a R ^b )] _p -; A ¹ is Cyc ¹ ; A ² is cycloalkyl, or

heterocycle; Cyc ¹ is pyridyl; R ^a and R ^b are each hydrogen, or fluorine; and p is 1.

[00156] In certain embodiments, L is O; A ¹ is Cyc ¹ ; A ² is cycloalkyl, or heterocycle; and Cyc ¹ is pyridyl.

[00157] In certain embodiments, L is -[C(R ^a R ^b )] _p -, or O; A ¹ is Cyc ¹ , or Cyc ² -Q-Cyc ³ ; A ² is cycloalkyl, or heterocycle; Cyc ¹ is pyridyl; Cyc ² is phenyl; Q is a bond; Cyc ³ is pyrazolyl, or benzopyrazolyl; R ^a and R ^b are each hydrogen; and p is 1.

[00158] In certain embodiments, L is -[C(R ^a R ^b )] _p -, or O; A ¹ is Cyc ¹ ; A ² is cycloalkyl, or heterocycle; Cyc ¹ is pyridyl; R ^a and R ^b are each hydrogen; and p is 1.

[00159] In certain embodiments, L is -[C(R ^a R ^b )] _p -; A ¹ is Cyc ¹ ; A ² is cycloalkyl, or

heterocycle; Cyc ¹ is pyridyl; R ^a and R ^b are each hydrogen; and p is 1.

[00160] In certain embodiments, A ² is a C3-C8 cycloalkyl, or a C4-C8 heterocycle comprising 1 oxygen atom.

[00161] In certain embodiments, A ² is a C ₃ -C ₈ cycloalkyl. In certain embodiments, A ² is cyclopropyl. In certain embodiments, A ² is cyclobutyl. In certain embodiments, A ² is

cyclopentyl. In certain embodiments, A ² is cyclohexyl. In certain embodiments, A ² is

cycloheptyl. In certain embodiments, A ² is cyclooctyl.

[00162] In certain embodiments, A ² is a C ₄ -C ₈ heterocycle comprising 1 oxygen atom. In certain embodiments, A ² is oxetane. In certain embodiments, A ² is tetrahydrofuran. In certain embodiments, A ² is tetrahydropyran. In certain embodiments, A ² is oxepane. In certain embodiments, A ² is oxocane. [00163] In certain embodiments, the compound of formula (I-b) may be in the form of specific diastereomers represented by the structures below, wherein * denotes a defined stereocenter (R or S):

[00164] In certain embodiments, the stereocenters may be in the (R) configuration. In certain embodiments, the stereocenters may be in the (S) configuration. In certain embodiments, the compound of formula (I-b) may have one stereocenter in the (R) configuration and one stereocenter in the (S) configuration. In certain embodiments, the compound of formula (I-b) may have both stereocenters in the (S) configuration. In certain embodiments, the compound of formula (I-b) may have both stereocenters in the (R) configuration. In certain embodiments, the compound of formula (I-b) may have one stereocenter that is racemic and one that is in the (S) configuration. In certain embodiments, the compound of formula (I-b) may have one stereocenter that is racemic and one that is in the (R) configuration. In certain embodiments, both

stereocenters may be racemic. In certain embodiments A ² may be a moiety in which the substituents have no chirality, for example, when A ² is an unsaturated ring.

[00165] In another aspect, the compound of formula (I) is a compound of formula (I-c) or (I- d):

wherein A ¹ is Cyc ¹ , or Cyc ² -Q-Cyc ³ ; A ² is cycloalkyl or heterocycle; Cyc ¹ is aryl or heteroaryl; Cyc ² is aryl or heteroaryl; Q is a bond; Cyc ³ is aryl or heteroaryl; wherein said aryl, heteroaryl, cycloalkyl, and heterocycle, at each occurrence, are independently substituted or unsubstituted.

[00166] In another aspect, the compound of formula (I) is a compound of formula (I-e) or (I- f):

(I-e) (I-f)

wherein A ² is cycloalkyl or heterocycle; X ¹ is CR ⁶ or N; X ² is CR ⁷ or N; X ³ is CR ⁸ or N; X ⁴ is CR ⁹ or N; X ⁵ is CR ¹⁰ or N; provided that only one of X ¹ , X ² , X ³ , X ⁴ , and X ⁵ is N; R ⁶ , R ⁷ , R ⁸ , R ⁹ , and R ¹⁰ are each independently selected from the group consisting of hydrogen, alkyl, cyano, alkoxy, alkoxyalkyl, haloalkyl, halogen, aryl, and heteroaryl; wherein said aryl, heteroaryl, cycloalkyl, and heterocycle, at each occurrence, are independently substituted or unsubstituted.

[00167] In certain embodiments, A ² is C ₄ -C ₇ -cycloalkyl or a four-, five-, or six-membered monocyclic heterocycle containing at least one heteroatom independently selected from the group consisting of O, N, and S; X ¹ is CR ⁶ ; X ² is CR ⁷ ; X ³ is CR ⁸ ; X ⁴ is CR ⁹ ; and X ⁵ is CR ¹⁰ ; R ⁶ , R ⁷ , R ⁸ , R ⁹ , and R ¹⁰ are each independently selected from the group consisting of hydrogen, alkyl, cyano, alkoxy, alkoxyalkyl, haloalkyl, halogen, aryl, and heteroaryl; wherein said cycloalkyl and heterocycle, at each occurrence, are independently substituted or unsubstituted. In certain embodiments, A ² is C ₄ -C ₇ -cycloalkyl or a four-, five-, or six-membered monocyclic heterocycle containing at least one heteroatom independently selected from the group consisting of O, N, and S; X ¹ is CR ⁶ ; X ² is CR ⁷ ; X ³ is CR ⁸ ; X ⁴ is CR ⁹ ; X ⁵ is CR ¹⁰ ; R ⁶ is H; R ⁷ is H; R ⁸ is aryl or heteroaryl; R ⁹ is H; and R ¹⁰ is H or F; wherein said cycloalkyl and heterocycle, at each occurrence, are independently substituted or unsubstituted. In certain embodiments, A ² is C ₄ -C ₇ - cycloalkyl or a four-, five-, or six-membered monocyclic heterocycle containing at least one heteroatom independently selected from the group consisting of O, N, and S; X ¹ is CR ⁶ ; X ² is CR ⁷ ; X ³ is CR ⁸ ; X ⁴ is N; X ⁵ is CR ¹⁰ ; R ⁶ is H; R ⁷ is H; R ⁸ is Ci-C ₆ -alkyl; and R ¹⁰ is H; wherein said cycloalkyl and heterocycle, at each occurrence, are independently substituted or

unsubstituted.

[00168] In another aspect, the compound of formula (I) is a compound of formula (I-g):

(i-g),

[00169] In certain embodiments, L is -[C(R ^a R ^b )] _p- ; A ¹ is Cyc ² -Q-Cyc ³ ; M is a bond, or - [C(R ^c R ^d )]r[C(R ^e R ^f )]k-; A ² is cycloalkyl, or heterocycle; Cyc ² is aryl or heteroaryl; Q is a bond; Cyc ³ is heteroaryl; R ^a and R ^b are each alkyl, halogen, or hydrogen; R ^c , R ^d , R ^e , and R ^f are each hydrogen; p is 1; t is 0 or 1; and k is 0 or 1; wherein said aryl, heteroaryl, cycloalkyl, and heterocycle, at each occurrence, are independently substituted or unsubstituted.

[00170] In certain embodiments, L is -[C(R ^a R ^b )] _p- ; A ¹ is Cyc ² -Q-Cyc ³ ; M is a bond, or - [C(R ^c R ^d )] _t -[C(R ^e R ^f )] _k -; A ² is cycloalkyl, or heterocycle; Cyc ² is aryl or heteroaryl; Q is a bond; Cyc ³ is heteroaryl; R ^a and R ^b are each hydrogen; R ^c , R ^d , R ^e , and R ^f are each hydrogen; p is 1; t is 0 or 1; and k is 0 or 1.

[00171] In certain embodiments, L is -[C(R ^a R ^b )] _p- ; A ¹ is Cyc ² -Q-Cyc ³ ; M is a bond, or - [C(R ^c R ^d )] _t -[C(R ^e R ^f )] _k -; A ² is cycloalkyl, or heterocycle; Cyc ² is aryl or heteroaryl; Q is a bond; Cyc ³ is heteroaryl; R ^a and R ^b are each hydrogen; R ^c , R ^d , R ^e , and R ^f are each hydrogen; p is 1; t is 1; and k is 0.

[00172] In certain embodiments, L is -[C(R ^a R ^b )] _p- ; A ¹ is Cyc ² -Q-Cyc ³ ; M is a bond, or - [C(R ^c R ^d )] _t -[C(R ^e R ^f )] _k -; A ² is cycloalkyl, or heterocycle; Cyc ² is phenyl or pyridyl; Q is a bond; Cyc ³ is a five-membered heteroaryl comprising 1 or 2 heteroatoms selected from O, N and S, which may be unsubstituted or substituted with one alkyl substituent; R ^a and R ^b are each hydrogen; R ^c , R ^d , R ^e , and R ^f are each hydrogen; p is 1; t is 1; and k is 0.

[00173] In certain embodiments, L is -[C(R ^a R ^b )] _p- ; A ¹ is Cyc ² -Q-Cyc ³ ; M is a bond, or - [C(R ^c R ^d )]t-[C(R ^e R ^f )]k-; A ² is cycloalkyl, or heterocycle; Cyc ² is phenyl or pyridyl; Q is a bond; Cyc ³ is a selected from thiazole and pyrazole, each of which may be unsubstituted or substituted with one alkyl substituent; R ^a and R ^b are each hydrogen; R ^c , R ^d , R ^e , and R ^f are each hydrogen; p is 1; t is 1; and k is 0.

[00174] In certain embodiments, L is -[C(R ^a R ^b )] _p- ; A ¹ is Cyc ² -Q-Cyc ³ ; M is a bond, or - [C(R ^c R ^d )] _t -[C(R ^e R ^f )] _k -; A ² is C ₃ -C ₈ cycloalkyl, or a C ₄ -C ₈ heterocycle comprising 1 oxygen atom; Cyc ² is phenyl or pyridyl; Q is a bond; Cyc ³ is a selected from thiazole and pyrazole, each of which may be unsubstituted or substituted with one alkyl substituent; R ^a and R ^b are each hydrogen; R ^c , R ^d , R ^e , and R ^f are each hydrogen; p is 1; t is 1; and k is 0.

[00175] In certain embodiments, R ⁴ is alkyl. In certain embodiments, R ⁴ is methyl.

[00176] In certain embodiments, A ² is a C3-C8 cycloalkyl, or a C4-C8 heterocycle comprising

1 oxygen atom.

[00177] In certain embodiments, A ² is a C ₃ -C ₈ cycloalkyl. In certain embodiments, A ² is a C ₄ - C ₇ cycloalkyl. In certain embodiments, A ² is cyclopropyl. In certain embodiments, A ² is cyclobutyl. In certain embodiments, A ² is cyclopentyl. In certain embodiments, A ² is cyclohexyl. In certain embodiments, A ² is cycloheptyl. In certain embodiments, A ² is cyclooctyl. In certain embodiments, A ² is 2-oxaspiro[3.3]heptane. In certain embodiments, A ² is selected from the group consisting of cyclobutyl, cyclopentyl, cyclohexyl, cycloheptyl, and 2- oxaspiro[3.3]heptane, each of which may be unsubstituted or substituted with 1 or 2 substituents independently selected from alkyl, hydroxy and halo. In certain embodiments, A ² is selected from the group consisting of cyclobutyl, cyclopentyl, cyclohexyl, cycloheptyl, and 2- oxaspiro[3.3]heptane, each of which may be unsubstituted or substituted with 1 or 2 substituents independently selected from methyl, hydroxy and fluoro.

[00178] In certain embodiments, A ² is a C ₄ -C ₈ heterocycle comprising 1 oxygen atom. In certain embodiments, A ² is oxetane. In certain embodiments, A ² is tetrahydrofuran. In certain embodiments, A ² is tetrahydropyran. In certain embodiments, A ² is oxepane. In certain embodiments, A ² is oxocane. In certain embodiments, A ² is selected from the group consisting of oxetane, tetrahydrofuran and tetrahydropyran, each of which may be unsubstituted or substituted with 1 or 2 substituents independently selected from hydroxyl and alkyl. In certain embodiments, A ² is selected from the group consisting of oxetane, tetrahydrofuran and tetrahydropyran, each of which may be unsubstituted or substituted with 1 or 2 substituents independently selected from hydroxyl and methyl.

[00179] In another aspect, the compound of formula (I) is a compound of formula (I-h):

(I-h), [00180] In certain embodiments, L is -[C(R ^a R ^b )] _p- ; A ¹ is Cyc ² -Q-Cyc ³ ; M is a bond, or - [C(R ^c R ^d )] _t -[C(R ^e R ^f )] _k -; A ² is cycloalkyl, or heterocycle; Cyc ² is aryl or heteroaryl; Q is a bond; Cyc ³ is heteroaryl; R ^a and R ^b are each alkyl, halogen, or hydrogen; R ^c , R ^d , R ^e , and R ^f are each hydrogen; p is 1; t is 0 or 1; and k is 0 or 1; wherein said aryl, heteroaryl, cycloalkyl, and heterocycle, at each occurrence, are independently substituted or unsubstituted.

[00181] In certain embodiments, L is -[C(R ^a R ^b )] _p- ; A ¹ is Cyc ² -Q-Cyc ³ ; M is a bond, or - [C(R ^c R ^d )]r[C(R ^e R ^f )]k-; A ² is cycloalkyl, or heterocycle; Cyc ² is aryl or heteroaryl; Q is a bond; Cyc ³ is heteroaryl; R ^a and R ^b are each hydrogen; R ^c , R ^d , R ^e , and R ^f are each hydrogen; p is 1; t is

0 or 1; and k is 0 or 1.

[00182] In certain embodiments, L is -[C(R ^a R ^b )] _p- ; A ¹ is Cyc ² -Q-Cyc ³ ; M is a bond, or - [C(R ^c R ^d )]r[C(R ^e R ^f )]k-; A ² is cycloalkyl, or heterocycle; Cyc ² is aryl or heteroaryl; Q is a bond; Cyc ³ is heteroaryl; R ^a and R ^b are each hydrogen; R ^c , R ^d , R ^e , and R ^f are each hydrogen; p is 1; t is 1; and k is 0.

[00183] In certain embodiments, L is -[C(R ^a R ^b )] _p- ; A ¹ is Cyc ² -Q-Cyc ³ ; M is a bond, or - [C(R ^c R ^d )]t-[C(R ^e R ^f )]k-; A ² is cycloalkyl, or heterocycle; Cyc ² is phenyl or pyridyl; Q is a bond; Cyc ³ is a five-membered heteroaryl comprising 1 or 2 heteroatoms selected from O, N and S, which may be unsubstituted or substituted with one alkyl substituent; R ^a and R ^b are each hydrogen; R ^c , R ^d , R ^e , and R ^f are each hydrogen; p is 1; t is 1; and k is 0.

[00184] In certain embodiments, L is -[C(R ^a R ^b )] _p- ; A ¹ is Cyc ² -Q-Cyc ³ ; M is a bond, or - [C(R ^c R ^d )]t-[C(R ^e R ^f )]k-; A ² is cycloalkyl, or heterocycle; Cyc ² is phenyl or pyridyl; Q is a bond; Cyc ³ is a selected from thiazole and pyrazole, each of which may be unsubstituted or substituted with one alkyl substituent; R ^a and R ^b are each hydrogen; R ^c , R ^d , R ^e , and R ^f are each hydrogen; p is 1; t is 1; and k is 0.

[00185] In certain embodiments, L is -[C(R ^a R ^b )] _p- ; A ¹ is Cyc ² -Q-Cyc ³ ; M is a bond, or -

[C(R ^c R ^d )] _t -[C(R ^e R ^f )] _k -; A ² is C ₃ -C ₈ cycloalkyl, or a C ₄ -C ₈ heterocycle comprising 1 oxygen atom; Cyc ² is phenyl or pyridyl; Q is a bond; Cyc ³ is a selected from thiazole and pyrazole, each of which may be unsubstituted or substituted with one alkyl substituent; R ^a and R ^b are each hydrogen; R ^c , R ^d , R ^e , and R ^f are each hydrogen; p is 1; t is 1; and k is 0.

[00186] In certain embodiments, R ⁴ is alkyl. In certain embodiments, R ⁴ is methyl.

[00187] In certain embodiments, A ² is a C ₃ -C ₈ cycloalkyl, or a C ₄ -C ₈ heterocycle comprising

1 oxygen atom. [00188] In certain embodiments, A ² is a C3-C8 cycloalkyl. In certain embodiments, A ² is a C ₄ - C ₇ cycloalkyl. In certain embodiments, A ² is cyclopropyl. In certain embodiments, A ² is cyclobutyl. In certain embodiments, A ² is cyclopentyl. In certain embodiments, A ² is cyclohexyl. In certain embodiments, A ² is cycloheptyl. In certain embodiments, A ² is cyclooctyl. In certain embodiments, A ² is 2-oxaspiro[3.3]heptane. In certain embodiments, A ² is selected from the group consisting of cyclobutyl, cyclopentyl, cyclohexyl, cycloheptyl, and 2- oxaspiro[3.3]heptane, each of which may be unsubstituted or substituted with 1 or 2 substituents independently selected from alkyl, hydroxy and halo. In certain embodiments, A ² is selected from the group consisting of cyclobutyl, cyclopentyl, cyclohexyl, cycloheptyl, and 2- oxaspiro[3.3]heptane, each of which may be unsubstituted or substituted with 1 or 2 substituents independently selected from methyl, hydroxy and fluoro.

[00189] In certain embodiments, A ² is a C ₄ -C ₈ heterocycle comprising 1 oxygen atom. In certain embodiments, A ² is oxetane. In certain embodiments, A ² is tetrahydrofuran. In certain embodiments, A ² is tetrahydropyran. In certain embodiments, A ² is oxepane. In certain embodiments, A ² is oxocane. In certain embodiments, A ² is selected from the group consisting of oxetane, tetrahydrofuran and tetrahydropyran, each of which may be unsubstituted or substituted with 1 or 2 substituents independently selected from hydroxyl and alkyl. In certain embodiments, A ² is selected from the group consisting of oxetane, tetrahydrofuran and tetrahydropyran, each of which may be unsubstituted or substituted with 1 or 2 substituents independently selected from hydroxyl and methyl.

[00190] Representative compounds of formula (I) include, but are not limited to:

N-((l,S',2 ₎ S)-2-hydroxycyclohexyl)-7-((6-methylpyridin-3-yl)methy l)thieno[3,2- £]pyridine-5-carboxamide;

7-[2-fluoro-4-(l-methylpyrazol-4-yl)phenoxy]-N-[(l,S',25)-2- hydroxycyclohexyl]thieno[3,2-£]pyridine-5-carboxamide;

7-[2-fluoro-4-(l-methylpyrazol-4-yl)phenoxy]-N-[(l,S',25)-2- methoxycyclohexyl]thieno[3,2-£]pyridine-5-carboxamide;

7-[2-fluoro-4-(l-methylpyrazol-4-yl)phenoxy]-N-tetrahydropyr an-4-yl-thieno[3,2- £]pyridine-5-carboxamide;

7-[2-fluoro-4-(l-methylpyrazol-4-yl)phenoxy]-N-[(2R)-2-hydro xycyclobutyl]thieno[3,2- £]pyridine-5-carboxamide; 7-[2-fluoro-4-(l-methylpyrazol-4-yl)phenoxy]-N-[(l,S',25)-2- hydroxycyclopentyl]thieno[3,2-^]pyridine-5-carboxamide;

7-[2-fluoro-4-(l-methylpyrazol-4-yl)phenoxy]-N-[(3R,4,S)-3-h ydroxytetrahydropyran-4- yl]thieno[3,2-£]pyridine-5-carboxamide;

7-[2-fluoro-4-(l-methylpyrazol-4-yl)phenoxy]-N-[(3,S',4 ₎ S)-4-hydroxytetrahydropyran-3- yl]thieno[3,2-£]pyridine-5-carboxamide;

7-[2-fluoro-4-(l-methylpyrazol-4-yl)phenoxy]-N-[(l,S',25)-2- hydroxycycloheptyl]thieno[3,2-^]pyridine-5-carboxamide;

7-[2-fluoro-4-(2-methylindazol-4-yl)phenoxy]-N-[(lR,2R)-2- hydroxycyclobutyl]thieno[3,2-^]pyridine-5-carboxamide;

7-[2-fluoro-4-(2-methylindazol-4-yl)phenoxy]-N-[(1^25)-2- hydroxycyclopentyl]thieno[3,2-^]pyridine-5-carboxamide;

7-[2-fluoro-4-(2-methylindazol-4-yl)phenoxy]-N-[(1^25)-2- hydroxycyclohexyl]thieno[3,2-^]pyridine-5-carboxamide;

7-[2-fluoro-4-(2-methylindazol-4-yl)phenoxy]-N-[(3R,4,S)-3-h ydroxytetrahydropyran-4- yl]thieno[3,2-£]pyridine-5-carboxamide;

7-[2-fluoro-4-(2-methylindazol-4-yl)phenoxy]-N-[(3,S',4 ₎ S)-4-hydroxytetrahydropyran-3- yl]thieno[3,2-£]pyridine-5-carboxamide;

7-[2-fluoro-4-(2-methylindazol-4-yl)phenoxy]-N-[(1^25)-2- hydroxycycloheptyl]thieno[3,2-^]pyridine-5-carboxamide;

N-[(lR,2R)-2-hydroxycyclobutyl]-7-[(6-methyl-3-pyridyl)oxy]t hieno[3,2-^]pyridine-5- carboxamide;

N-(3-fluorocyclobutyl)-7-[(6-methyl-3-pyridyl)oxy]thieno[3,2 -^]pyridine-5- carboxamide;

N-[(l,S',2 ₎ S)-2-hydroxycyclopentyl]-7-[(6-methyl-3-pyridyl)oxy]th ieno[3,2-^]pyridine-5- carboxamide;

N-cyclohexyl-7-[(6-methyl-3-pyridyl)oxy]thieno[3,2-^]pyridin e-5-carboxamide;

7-[(6-methyl-3-pyridyl)oxy]-N-tetrahydropyran-4-yl-thieno[3, 2-^]pyridine-5- carboxamide;

N-[(l,S',2 ₎ S)-2-hydroxycyclohexyl]-7-[(6-methyl-3-pyridyl)oxy]thi eno[3,2-^]pyridine-5- carboxamide; N-[(3R,4,S)-3-hydroxytetrahydropyran-4-yl]-7-[(6-methyl-3-py ridyl)oxy]thieno[3,2- £]pyridine-5-carboxamide;

N-[(3,S',4 ₎ S)-4-hydroxytetrahydropyran-3-yl]-7-[(6-methyl-3-pyrid yl)oxy]thieno[3,2- £]pyridine-5-carboxamide;

N-[(l,S',2 ₎ S)-2-methoxycyclohexyl]-7-[(6-methyl-3-pyridyl)oxy]thi eno[3,2-^]pyridine-5- carboxamide;

N-[(l,S',2 ₎ S)-2-hydroxycycloheptyl]-7-[(6-methyl-3-pyridyl)oxy]th ieno[3,2-^]pyridine-5- carboxamide;

N-[(2,5-dimethylphenyl)methyl]-7-[(6-methyl-3-pyridyl)oxy]th ieno[3,2-^]pyridine-5- carboxamide;

N-(2-hydroxy-l-phenyl-ethyl)-7-[(6-methyl-3-pyridyl)oxy]thie no[3,2-^]pyridine-5- carboxamide;

N-(2-hydroxy-l,l-dimethyl-ethyl)-7-[(6-methyl-3-pyridyl)oxy] thieno[3,2-^]pyridine-5 carboxamide;

7-[(6-methyl-3-pyridyl)oxy]-N-(2-oxo-3-piperidyl)thieno[3,2- ^]pyridine-5-carboxamide; N-(l-cyclopropyl-2-hydroxy-ethyl)-7-[(6-methyl-3-pyridyl)oxy ]thieno[3,2-^]pyridine-5- carboxamide;

7-[(6-methyl-3-pyridyl)oxy]-N-(3,3,3-trifluoro-2-hydroxy-pro pyl)thieno[3,2-^]pyridine- 5-carboxamide;

N-(2-hydroxy-2-methyl-propyl)-7-[(6-methyl-3-pyridyl)oxy]thi eno[3,2-^]pyridine-5- carboxamide;

N-(2-methoxyethyl)-7-[(6-methyl-3-pyridyl)oxy]thieno[3,2-^]p yridine-5-carboxamide; N-(3 -hydroxy- l,2,2-trimethyl-propyl)-7-[(6-methyl-3-pyridyl)oxy]thieno[3, 2-^]pyridine- 5-carboxamide;

7-[(6-methyl-3-pyridyl)oxy]-N-(tetrahydrofuran-2-ylmethyl)th ieno[3,2-^]pyridine-5- carboxamide;

7-[(6-methyl-3-pyridyl)oxy]-N-(2-oxoazepan-3-yl)thieno[3,2-^ ]pyridine-5-carboxamide; 7-[(6-methyl-3-pyridyl)oxy]-N-(2-pyridylmethyl)thieno[3,2-^] pyridine-5-carboxamide; 7-[(6-methyl-3-pyridyl)oxy]-N-(lH-pyrrol-2-ylmethyl)thieno[3 ,2-^]pyridine-5- carboxamide;

N-[(5-methyl-lH-indol-2-yl)methyl]-7-[(6-methyl-3-pyridyl)ox y]thieno[3,2-^]pyridine- 5-carboxamide;

N-(lH-indazol-3-yl)-7-[(6-methyl-3-pyridyl)oxy]thieno[3,2-^] pyridine-5-carboxamide;

7-[[2,6-difluoro-4-(2-methylindazol-4-yl)phenyl]methyl]-N -[(1^25)-2- hydroxycyclohexyl]thieno[3,2-£]pyridine-5-carboxamide;

N-[(l,S',2 ₎ S)-2-hydroxycyclopentyl]-7-[(6-methyl-3-pyridyl)methyl ]thieno[3,2-^]pyridine- 5-carboxamide;

N-cyclohexyl-7-[(6-methyl-3-pyridyl)methyl]thieno[3,2-^]pyri dine-5-carboxamide; N-[(lR,2R)-2-hydroxycyclobutyl]-7-[(6-methyl-3-pyridyl)methy l]thieno[3,2-^]pyridine- 5-carboxamide;

N-[(3R,4,S)-3-hydroxytetrahydropyran-4-yl]-7-[(6-methyl-3-py ridyl)methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(3,S',4 ₎ S)-4-hydroxytetrahydropyran-3-yl]-7-[(6-methyl-3-pyrid yl)methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(l,S',2 ₎ S)-2-hydroxycycloheptyl]-7-[(6-methyl-3-pyridyl)methyl ]thieno[3,2-^]pyridin^ 5-carboxamide;

N-[(l,S',2 ₎ S)-2-methoxycyclohexyl]-7-[(6-methyl-3-pyridyl)methyl] thieno[3,2-^^

5-carboxamide;

N-(3-hydroxycyclohexyl)-7-[(6-methyl-3-pyridyl)methyl]thieno [3,2-^]pyridine-5- carboxamide;

7-[(6-methyl-3-pyridyl)methyl]-N-tetrahydropyran-4-yl-thieno [3,2-^]pyridine-5- carboxamide;

7-[[2-fluoro-4-(l-methylpyrazol-4-yl)phenyl]methyl]-N-[(1^25 )-2- hydroxycyclohexyl]thieno[3,2-£]pyridine-5-carboxamide;

7-[[2-fluoro-4-(l-methylpyrazol-4-yl)phenyl]methyl]-N-[(3R,4 5)-3- hydroxytetrahydropyran-4-yl]thieno[3,2-^]pyridine-5-carboxam ide;

7-[[2-fluoro-4-(l-methylpyrazol-4-yl)phenyl]methyl]-N-[(35', 45)-4- hydroxytetrahydropyran-3-yl]thieno[3,2-^]pyridine-5-carboxam ide;

7-[[2-fluoro-4-(l-methylpyrazol-4-yl)phenyl]methyl]-N-[(1^25 )-2- hydroxycycloheptyl]thieno[3,2-^]pyridine-5-carboxamide;

7-[[2-fluoro-4-(l-methylpyrazol-4-yl)phenyl]methyl]-N-[(lR,2 R)-2- hydroxycyclobutyl]thieno[3,2-£]pyridine-5-carboxamide; 7-[[2-fluoro-4-(l-methylpyrazol-4-yl)phenyl]methyl]-N-[(1^25 )-2- hydroxycyclopentyl]thieno[3,2-^]pyridine-5-carboxamide;

7-[[2,6-difluoro-4-(l-methylpyrazol-4-yl)phenyl]methyl]-N-[( 1^25)-2- hydroxycyclohexyl]thieno[3,2-£]pyridine-5-carboxamide;

7-[[2,6-difluoro-4-(l-methylpyrazol-4-yl)phenyl]methyl]-N-[( 1^25)-2- hydroxycyclopentyl]thieno[3,2-^]pyridine-5-carboxamide;

7-[[2,6-difluoro-4-(l-methylpyrazol-4-yl)phenyl]methyl]-N-[( 3R,45)-3- hydroxytetrahydropyran-4-yl]thieno[3,2-^]pyridine-5-carboxam ide;

7-[[2,6-difluoro-4-(l-methylpyrazol-4-yl)phenyl]methyl]-N-[( 35',45)-4- hydroxytetrahydropyran-3-yl]thieno[3,2-^]pyridine-5-carboxam ide;

7-[[2,6-difluoro-4-(l-methylpyrazol-4-yl)phenyl]methyl]-N-[( 1^25)-2- hydroxycycloheptyl]thieno[3,2-^]pyridine-5-carboxamide;

N-[(3,S',4 ₎ S)-4-hydroxytetrahydropyran-3-yl]-7-[[6-(l-methylpyraz ol-4-yl)-3- pyridyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

N-(3-hydroxy-l-adamantyl)-7-[(6-methyl-3-pyridyl)methyl]thie no[3,2-^]pyridine-5- carboxamide;

N-[(l,S)-5-hydroxy-2-adamantyl]-7-[(6-methyl-3-pyridyl)methy l]thieno[3,2-^]pyridine-5- carboxamide;

N-(lH-indazol-3-yl)-7-[(6-methyl-3-pyridyl)methyl]thieno[3,2 -^]pyridine-5- carboxamide;

7-[(6-methyl-3-pyridyl)methyl]-N-(2-oxo-3-piperidyl)thieno[3 ,2-^]pyridine-5- carboxamide;

7-[(6-methyl-3-pyridyl)methyl]-N-(2-oxoazepan-3-yl)thieno[3, 2-^]pyridine-5- carboxamide;

7-[(6-methyl-3-pyridyl)methyl]-N-(2-oxoindolin-3-yl)thieno[3 ,2-^]pyridine-5- carboxamide;

N-(3-methyl-lH-pyrazol-5-yl)-7-[(6-methyl-3-pyridyl)methyl]t hieno[3,2-^]pyridine-5- carboxamide;

N-(lH-imidazol-4-yl)-7-[(6-methyl-3-pyridyl)methyl]thieno[3, 2-^]pyridine-5- carboxamide;

N-[(lR,2R)-2-hydroxycyclopentyl]-7-[(4-pyrazol-l-ylphenyl)me thyl]thieno[3,2- £]pyridine-5-carboxamide;

N-cyclohexyl-7-[(4-pyrazol-l-ylphenyl)methyl]thieno[3,2-^]py ridine-5-carboxamide;

N-[(lR,2R)-2-hydroxycyclohexyl]-7-[(4-pyrazol-l-ylphenyl) methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(3,S',4R)-3-hydroxytetrahydropyran-4-yl]-7-[(4-pyrazol-l- ylphenyl)methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(3R,4R)-4-hydroxytetrahydropyran-3-yl]-7-[(4-pyrazol-l-yl phenyl)methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(lR,2R)-2-methoxycyclohexyl]-7-[(4-pyrazol-l-ylphenyl)met hyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(lR,2R)-2-hydroxycycloheptyl]-7-[(4-pyrazol-l-ylphenyl)me thyl]thieno[3,2- £]pyridine-5-carboxamide;

N-(2-oxo-3-piperidyl)-7-[(4-pyrazol-l-ylphenyl)methyl]thieno [3,2-^]pyridine-5- carboxamide;

N-(2-oxoazepan-3-yl)-7-[(4-pyrazol-l-ylphenyl)methyl]thieno[ 3,2-^]pyridine-5- carboxamide;

[(l,S',5R)-3-hydroxy-8-azabicyclo[3.2.1]octan-8-yl]-[7-[(4-p yrazol-l- ylphenyl)methyl]thieno[3,2-£]pyridin-5-yl]methanone;

[(3R)-3-hydroxy-l-piperidyl]-[7-[(4-pyrazol-l-ylphenyl)methy l]thieno[3,2-^]pyridin-5- yljmethanone;

(4-hydroxy-4-m ethyl- 1 -piped dyl)-[7-[(4-pyrazol- 1 -ylphenyl)methyl]thieno[3 ,2- £]pyridin-5-yl]methanone;

piperazin-l-yl-[7-[(4-pyrazol-l-ylphenyl)methyl]thieno[3,2-^ ]pyridin-5-yl]methanone;

[4-(2-hydroxyethyl)piperazin-l-yl]-[7-[(4-pyrazol-l-ylphenyl )methyl]thieno[3,2- £]pyridin-5-yl]methanone;

7-[fluoro-(6-methyl-3-pyridyl)methyl]-N-[(lR,2R)-2-hydroxycy clohexyl]thieno[3,2- £]pyridine-5-carboxamide;

7-[ethoxy-(6-methyl-3-pyridyl)methyl]-N-[(lR,2R)-2-hydroxycy clohexyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(l,S',2^-2-hydroxycyclobutyl]-7-[[6-(trifluoromethyl)-3-p yridyl]methyl]thieno[3,2- £]pyridine-5-carboxamide; N-[(lR,2R)-2-hydroxycyclopentyl]-7-[[6-(trifluoromethyl)-3-p yridyl]methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-tetrahydropyran-4-yl-7-[[6-(trifluoromethyl)-3-pyridyl]met hyl]thieno[3,2-^]pyridine- 5-carboxamide;

N-[(lR,2R)-2-hydroxycyclohexyl]-7-[[6-(trifluoromethyl)-3-py ridyl]methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(3,S',4R)-3-hydroxytetrahydropyran-4-yl]-7-[[6-(trifluoro methyl)-3- pyridyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

N-[(3R,4R)-4-hydroxytetrahydropyran-3-yl]-7-[[6-(trifluorome thyl)-3- pyridyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

N-[(lR,2R)-2-methoxycyclohexyl]-7-[[6-(trifluoromethyl)-3-py ridyl]methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(lR,2R)-2-hydroxycycloheptyl]-7 [6-(trifluoromethyl)-3-pyridyl]methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-(3-hydroxy-l-adamantyl)-7-[[6-(trifluoromethyl)-3-pyridyl] methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(l,S)-5-hydroxy-2-adamantyl]-7-[[6-(trifluoromethyl)-3-py ridyl]methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-(2-oxo-3-piperidyl)-7-[[6-(trifluoromethyl)-3-pyridyl]meth yl]thieno[3,2-^]pyridine-5- carboxamide;

N-(2-oxoazepan-3-yl)-7-[[6-(trifluoromethyl)-3-pyridyl]methy l]thieno[3,2-^]pyridine-5- carboxamide;

N-[(l,S',2^-2-hydroxycyclobutyl]-3-methyl-7 (6-methyl-3-pyridyl)methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(lR,2R)-2-hydroxycyclopentyl]-3-methyl-7-[(6-methyl-3-pyr idyl)methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-cyclohexyl-3-methyl-7-[(6-methyl-3-pyridyl)methyl]thieno[3 ,2-^]pyridine-5- carboxamide;

3-methyl-7-[(6-methyl-3-pyridyl)methyl]-N4etrahydropyran-4-y l hieno[3,2-^]pyridine- 5-carboxamide;

N-[(lR,2R)-2-hydroxycyclohexyl]-3-methyl-7-[(6-methyl-3-pyri dyl)methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(3,S',4R)-3-hydroxytetrahydropyran-4-yl]-3-methyl-7-[(6-m ethyl-3- pyridyl)methyl]thieno[3,2-^]pyridine-5-carboxamide;

N-[(3R,4R)-4-hydroxytetrahydropyran-3-yl]-3-methyl-7-[(6-met hyl-3- pyridyl)methyl]thieno[3,2-^]pyridine-5-carboxamide;

N-[(lR,2R)-2-methoxycyclohexyl]-3-methyl-7-[(6-methyl-3-pyri dyl)methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(lR,2R)-2-hydroxycycloheptyl]-3-methyl-7-[(6-methyl-3-pyr idyl)methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-(3-hydroxy-l-adamantyl)-3-methyl-7-[(6-methyl-3-pyridyl)me thyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(l,S)-5-hydroxy-2-adamantyl]-3-methyl-7-[(6-methyl-3-pyri dyl)methyl]thieno[3,2- £]pyridine-5-carboxamide;

3-methyl-7-[(6-methyl-3-pyridyl)methyl]-N-(2-oxo-3-piperidyl )thieno[3,2-^]pyridine-5- carboxamide;

3-methyl-7-[(6-methyl-3-pyridyl)methyl]-N-(2-oxoazepan-3-yl) thieno[3,2-^]pyridine-5- carboxamide;

3-methyl-N-(l-methyl-4-piperidyl)-7-[(6-m

5-carboxamide;

N-[(l,S',2 ₎ S)-2-hydroxycyclobutyl]-3-methyl-7-[(4-pyrazol-l-ylphe nyl)methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(lR,2R)-2-hydroxycyclopentyl]-3-methyl-7-[(4-pyrazol-l- ylphenyl)methyl]thieno[3,2-^]pyridine-5-carboxamide;

3-methyl-7-[(4-pyrazol-l-ylphenyl)methyl]-N-tetrahydropyran- 4-yl-thieno[3,2- £]pyridine-5-carboxamide;

N-[(lR,2R)-2-hydroxycyclohexyl]-3-methyl-7-[(4-pyrazol-l-ylp henyl)methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(3,S',4R)-3-hydroxytetrahydropyran-4-yl]-3-methyl-7-[(4-p yrazol-l- ylphenyl)methyl]thieno[3,2-^]pyridine-5-carboxamide;

N-[(3R,4R)-4-hydroxytetrahydropyran-3-yl]-3-methyl-7-[(4-pyr azol-l- ylphenyl)methyl]thieno[3,2-^]pyridine-5-carboxamide; N-[(lR,2R)-2-methoxycyclohexyl]-3-methyl-7-[(4-pyrazol-l-ylp henyl)methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(lR,2R)-2-hydroxycycloheptyl]-3-methyl-7-[(4-pyrazol-l- ylphenyl)methyl]thieno[3,2-^]pyridine-5-carboxamide;

N,3-dimethyl-7-[(4-pyrazol-l-ylphenyl)methyl]-N-tetrahydropy ran-4-yl-thieno[3,2- £]pyridine-5-carboxamide;

3-methyl-N-(2-oxo-3-piperidyl)-7-[(4-pyrazol-l-ylphenyl)meth yl]thieno[3,2-^]pyridine- 5-carboxamide;

3-methyl-N-(2-oxoazepan-3-yl)-7-[(4-pyrazol-l-ylphenyl)methy l]thieno[3,2-^]pyridine- 5-carboxamide;

3-methyl-N-(l-methyl-4-piperidyl)-7-[(4-pyrazol-l-ylphenyl)m ethyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(lR,2R)-2-hydroxycyclopentyl]-7-[(2-methylpyrimidin-5-yl) methyl]thieno[3,2- £]pyridine-5-carboxamide;

7-[(2-methylpyrimidin-5-yl)methyl]-N-tetrahydropyran-4-yl hieno[3,2-^]pyridine-5- carboxamide;

N-[(lR,2R)-2-hydroxycyclohexyl]-7-[(2-methylpyrimidin-5-yl)m ethyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(3,S',4R)-3-hydroxytetrahydropyran-4-yl]-7-[(2-methylpyri midin-5- yl)methyl]thieno[3,2-^]pyridine-5-carboxamide;

N-[(3R,4R)-4-hydroxytetrahydropyran-3-yl]-7-[(2-methylpyrimi din-5- yl)methyl]thieno[3,2-^]pyridine-5-carboxamide;

N-[(lR,2R)-2-methoxycyclohexyl]-7-[(2-methylpyrimidin-5-yl)m ethyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(lR,2R)-2-hydroxycycloheptyl]-7-[(2-methylpyrimidin-5-yl) methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(15,2^-2-hydroxycyclobutyl]-7-[(2-methylthiazol-5-yl)me^

5-carboxamide;

N-[(lR,2R)-2-hydroxycyclopentyl]-7 (2-methylthiazol-5-yl)methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-cyclohexyl-7-[(2-methylthiazol-5-yl)methyl]thieno[3,2-^]py ridine-5-carboxami 7-[(2-methylthiazol-5-yl)methyl]-N-tetrahydropyran-4-yl hieno[3,2-^]pyridine-5- carboxamide;

N-[(lR,2R)-2-hydroxycyclohexyl]-7-[(2-methylthiazol-5-yl)met hyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(3^,4R)-3-hydroxytetrahydropyran-4-yl]-7 (2-methylthiazol-5-yl)methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(3R,4R)-4-hydroxytetrahydropyran-3-yl]-7 (2-methylthiazol-5-yl)methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(lR,2R)-2-methoxycyclohexyl]-7-[(2-methylthiazol-5-yl)met hyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(lR,2R)-2-hydroxycycloheptyl]-7-[(2-methylthiazol-5-yl)me thyl]thieno[3,2- £]pyridine-5-carboxamide;

N-(3-hydroxy-l-adamantyl)-7-[(2-methylthiazol-5-yl)methyl]th ieno[3,2-^]pyridine-5- carboxamide;

N-[(l,S)-5-hydroxy-2-adamantyl]-7-[(2-methylthiazol-5-yl)met hyl]thieno[3,2-^]pyrid 5-carboxamide;

7-[(2-methylthiazol-5-yl)methyl]-N-(2-oxo-3-piperidyl)thieno [3,2-^]pyridine-5- carboxamide;

7-[(2-methylthiazol-5-yl)methyl]-N-(2-oxoazepan-3-yl)thieno[ 3,2-^]pyridine-5- carboxamide;

N-[(lR,2R)-2-hydroxycyclohexyl]-7-(6-methylpyridine-3-carbon yl)thieno[3,2- £]pyridine-5-carboxamide;

N-[(l,S',25)-2-hydroxycyclobutyl]-7-[[4-(2-methyloxazol-4-yl )phenyl]methyl]thieno[3,2- £]pyridine-5-carboxamide;

7-[[4-(2-methyloxazol-4-yl)phenyl]methyl]-iV-(oxetan-3-yl)th ieno[3,2-0]pyridine-5- carboxamide;

N-[(l,S',2^-2-hydroxycyclobutyl]-7 [4-(l-methyltriazol-4-yl)phenyl]methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(lR,2R)-2-hydroxycyclopentyl]-7-[[4-(l-methyltriazol-4-yl )phenyl]methyl]thieno[3,2- £]pyridine-5-carboxamide;

7 [4-(l-methyltriazol-4-yl)phenyl]methyl]-N-[(3R)-tetrahydrofu ran-3-yl]thieno[3,2- £]pyridine-5-carboxamide;

7 [4-(l-methyltriazol-4-yl)phenyl]methyl]-N-[(35)-tetrahydrofu ran-3-yl]thieno[3,2- £]pyridine-5-carboxamide;

7-[[4-(l-methyltriazol-4-yl)phenyl]methyl]-N-tetrahydropyran -3-yl-thieno[3,2- £]pyridine-5-carboxamide;

N-[(35',4R)-3-hydroxytetrahydropyran-4-yl]-7-[[4-(l-methyltr iazol-4- yl)phenyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

N-[(3R,4R)-4-hydroxytetrahydropyran-3-yl]-7-[[4-(l-methyltri azol-4- yl)phenyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

N-[(lR,2R)-2-hydroxycyclohexyl]-7-[[4-(l-methyltriazol-4-yl) phenyl]methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(lR,2R)-2-methoxycyclohexyl]-7-[[4-(l-methyltriazol-4-yl) phenyl]methyl]thieno[3,2- £]pyridine-5-carboxamide;

iV-[(lR,2R)-2-hydroxycycloheptyl]-7-[[4-(l-methyltriazol-4-y l)phenyl]methyl]thieno[3,2- £]pyridine-5-carboxamide;

7-[[4-(2-methyloxazol-4-yl)phenyl]methyl]-N-(2-oxaspiro[3.3] heptan-6-yl)thieno[3,2- £]pyridine-5-carboxamide;

N-[(lR,2R)-2-hydroxycyclopentyl]-7-[[4-(2-methyloxazol-4- yl)phenyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

7 [4-(2-methyloxazol-4-yl)phenyl]methyl]-N-[(3R)-tetrahydrofur an-3-yl]thieno[3,2- £]pyridine-5-carboxamide;

7 [4-(2-methyloxazol-4-yl)phenyl]methyl]-N-[(35)-tetrahydrofur an-3-yl]thieno[3,2- £]pyridine-5-carboxamide;

N-cyclohexyl-7-[[4-(2-methyloxazol-4-yl)phenyl]methyl]thieno [3,2-^]pyridine-5- carboxamide;

7-[[4-(2-methyloxazol-4-yl)phenyl]methyl]-N-(l-methyl-3-pipe ridyl)thieno[3,2- £]pyridine-5-carboxamide;

7-[[4-(2-methyloxazol-4-yl)phenyl]methyl]-N-(l-methyl-4-pipe ridyl)thieno[3,2- £]pyridine-5-carboxamide;

N-methyl-7-[[4-(2-methyloxazol-4-yl)phenyl]methyl]-N-tetrahy dropyran-4-yl hieno[3,2 £]pyridine-5-carboxamide; N-[(35',4R)-3-hydroxytetrahydropyran-4-yl]-7-[[4-(2-methylox azol-4- yl)phenyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

N-[(3R,4R)-4-hydroxytetrahydropyran-3-yl]-7-[[4-(2-methyloxa zol-4- yl)phenyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

N-[(lR,2R)-2-hydroxycyclohexyl]-7-[[4-(2-methyloxazol-4-yl)p henyl]methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(lR,2R)-2-methoxycyclohexyl]-7-[[4-(2-methyloxazol-4-yl)p henyl]methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(lR,2R)-2-hydroxycycloheptyl]-7-[[4-(2-methyloxazol-4- yl)phenyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

7-[[4-(2-methyloxazol-4-yl)phenyl]methyl]-iV-(2-oxo-3-piperi dyl)thieno[3,2-0]pyridine- 5-carboxamide;

7-[[4-(2-methyloxazol-4-yl)phenyl]methyl]-iV-(2-oxoazepan-3- yl)thieno[3,2-0]pyridine- 5-carboxamide;

[(3R)-3-hydroxy-l-piperidyl]-[7-[[4-(2-methyloxazol-4-yl)phe nyl]methyl]thieno[3,2- £]pyridin-5-yl]methanone;

(4-hy droxy-4-m ethyl- 1 -piped dyl)-[7-[[4-(2-methyloxazol-4- yl)phenyl]methyl]thieno[3,2-^]pyridin-5-yl]methanone;

7-[[4-(l-methyltriazol-4-yl)phenyl]methyl]-N-(2-oxaspiro[3.3 ]heptan-6-yl)thieno[3,2- £]pyridine-5-carboxamide;

N-[(lR,2R)-2-hydroxycyclobutyl]-7-[[4-(2-methylthiazol-4-yl) phenyl]methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-(3-methyloxetan-3-yl)-7-[[4-(2-methylthiazol-4-yl)phenyl]m ethyl]thieno[3,2- £]pyridine-5-carboxamide;

7-[[4-(2-methylthiazol-4-yl)phenyl]methyl]-N-(2-oxaspiro[3.3 ]heptan-6-yl)thieno[3,2- £]pyridine-5-carboxamide;

N-(l-tert-butylazetidin-3-yl)-7-[[4-(2-methylthiazol-4-yl)ph enyl]methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-(3-methoxycyclobutyl)-7-[[4-(2-methylthiazol-4-yl)phenyl]m ethyl]thieno[3,2- £]pyridine-5-carboxamide;

N-(3-fluorocyclobutyl)-7-[[4-(2-methylthiazol-4-yl)phenyl]me thyl]thieno[3,2-^]pyridine- 5-carboxamide;

N-[(lR,2R)-2-hydroxycyclopentyl]-7-[[4-(2-methylthiazol-4- yl)phenyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

7 [4-(2-methylthiazol-4-yl)phenyl]methyl]-N-[(3R)-tetrahydrofu ran-3-yl]thieno[3,2- £]pyridine-5-carboxamide;

7 [4-(2-methylthiazol-4-yl)phenyl]methyl]-N-[(3^-tetrahydrofur an-3-yl]thieno[3,2- £]pyridine-5-carboxamide;

N-cyclohexyl-7-[[4-(2-methylthiazol-4-yl)phenyl]methyl]thien o[3,2-^]pyridine-5- carboxamide;

N-(l-methyl-3-piperidyl)-7-[[4-(2-methylthiazol-4-yl)phenyl] methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-(l-methyl-4-piperidyl)-7-[[4-(2-methylthiazol-4-yl)phenyl] methyl]thieno[3,2- £]pyridine-5-carboxamide;

7 [4-(2-methylthiazol-4-yl)phenyl]methyl]-N-[(3R)-tetrahydropy ran-3-yl]thieno[3,2- £]pyridine-5-carboxamide;

7 [4-(2-methylthiazol-4-yl)phenyl]methyl]-N-[(35)-tetrahydropy ran-3-yl]thieno[3,2- £]pyridine-5-carboxamide;

N-methyl-7-[[4-(2-methylthiazol-4-yl)ph^

£]pyridine-5-carboxamide;

7-[[4-(2-methylthiazol-4-yl)phenyl]methyl]-N-tetrahydropyran -4-yl-thieno[3,2- £]pyridine-5-carboxamide;

N-[(3R,45)-3-hydroxytetrahydropyran-4-yl]-7-[[4-(2-methylthi azol-4- yl)phenyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

N-[(35',45)-4-hydroxytetrahydropyran-3-yl]-7-[[4-(2-methylth iazol-4- yl)phenyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

N-[(l,S',2^-2-hydroxycyclohexyl]-7 [4-(2-methylthiazol-4-yl)phenyl]methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(l,S',2^-2-methoxycyclohexyl]-7 [4-(2-methylthiazol-4-yl)phenyl]methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(l,S',2^-2-hydroxycycloheptyl]-7 [4-(2-methylthiazol-4-yl)phenyl]methyl]thieno[3,2- £]pyridine-5-carboxamide; N-(hexahydro-lH-pyrrolizin-l-yl)-7-[[4-(2-methylthiazol-4-yl )phenyl]methyl]thi £]pyridine-5-carboxamide;

7-[[4-(2-methylthiazol-4-yl)phenyl]methyl]-N-(2-oxo-3-piperi dyl)thieno[3,2-^]pyridi 5-carboxamide;

7-[[4-(2-methylthiazol-4-yl)phenyl]methyl]-N-(2-oxoazepan-3- yl)thieno[3,2-^]pyridine- 5-carboxamide;

N-[(lR,2R)-2-hydroxycyclobutyl]-7-[(4-thiazol-4-ylphenyl)met hyl]thieno[3,2-*]pyridine- 5-carboxamide;

N-(3-bicyclo[l .1. l]pentanyl)-7-[(4-thiazol-4-ylphenyl)methyl]thieno[3,2-^]pyr idine-5- carboxamide;

N-(oxetan-3-yl)-7-[(4-thiazol-4-ylphenyl)methyl]thieno[3,2-^ ]pyridine-5-carboxamide; N-(l-tert-butylazetidin-3-yl)-7-[(4 hiazol-4-ylphenyl)methyl]thieno[3,2-^]pyridine-5- carboxamide;

N-(3-methoxycyclobutyl)-7-[(4-thiazol-4-ylphenyl)methyl]thie no[3,2-^]pyridine-5- carboxamide;

N-(3-fluorocyclobutyl)-7-[(4-thiazol-4-ylphenyl)methyl]thien o[3,2-^]pyridine-5- carboxamide;

N-[(l,S',25)-2-hydroxycyclopentyl]-7-[(4-thiazol-4-ylphenyl) methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(3R) etrahydrofuran-3-yl]-7-[(4 hiazol-4-ylphenyl)methyl]thieno[3,2-^]pyridine-5- carboxamide;

N-[(3,S)-tetrahydrofuran-3-yl]-7-[(4 hiazol-4-ylphenyl)methyl]thieno[3,2-^]pyridin carboxamide;

N-cyclohexyl-7-[(4 hiazol-4-ylphenyl)methyl]thieno[3,2-^]pyridine-5-carboxamide ; N-(l-methyl-3-piperidyl)-7-[(44hiazol-4-ylphenyl)methyl]thie no[3,2-^]pyridine-5- carboxamide;

N-(l-methyl-4-piperidyl)-7-[(44hiazol-4-ylphenyl)methyl]thie no[3,2-^]pyridine-5- carboxamide;

N-[(3R) etrahydropyran-3-yl]-7-[(4 hiazol-4-ylphenyl)methyl]thieno[3,2-^]pyridine-5- carboxamide;

N-[(3,S)-tetrahydropyran-3-yl]-7-[(44hiazol-4-ylphenyl)methy l]thieno[3,2-^]pyridi carboxamide;

N-methyl-N-tetrahydropyran-4-yl-7-[(44^

5-carboxamide;

N-[(3R,4,S)-3-hydroxytetrahydropyran-4-yl]-7-[(4 hiazol-4-ylphenyl)methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(3,S',4 ₎ S)-4-hydroxytetrahydropyran-3-yl]-7-[(4 hiazol-4-ylphenyl)methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(l,S',2 ₎ S)-2-hydroxycyclohexyl]-7-[(4 hiazol-4-ylphenyl)methyl]thieno[3,2-^]pyridi 5-carboxamide;

N-[(l,S',2^-2-methoxycyclohexyl]-7 (4-thiazol-4-ylphenyl)methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(l,S',2^-2-hydroxycycloheptyl]-7 (4-thiazol-4-ylphenyl)methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-(hexahydro-lH-pyrrolizin-l-yl)-7-[(44hiazol-4-ylphenyl)met hyl]thieno[3,2- £]pyridine-5-carboxamide;

N-(2-oxo-3-piperidyl)-7-[(4-thiazol-4-ylphenyl)methyl]thieno [3,2-^]pyridine-5- carboxamide;

N-(2-oxoazepan-3-yl)-7-[(4-thiazol-4-ylphenyl)methyl]thieno[ 3,2-^]pyridine-5- carboxamide;

^[(l-S'^^^-hydroxycyclopenty^^-ffe^l-methylpyrazol^-yl)^- pyridyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

N-[(l,S',25)-2-hydroxycyclohexyl]-7-[[6-(l-methylpyrazol-4-y l)-3- pyridyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

N-[(3R,4,S)-3-hydroxytetrahydropyran-4-yl]-7-[[6-(l-methylpy razol-4-yl)-3- pyridyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

N-[(l,S',25)-2-hydroxycycloheptyl]-7-[[6-(l-methylpyrazol-4- yl)-3- pyridyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

N-[(lR,2R)-2-hydroxycyclobutyl]-7-[(4-pyrazol-l-ylphenyl)met hyl]thieno[3,2- £]pyridine-5-carboxamide;

7-[(4-pyrazol-l-ylphenyl)methyl]-N-tetrahydropyran-4-yl-thie no[3,2-^]pyridine-5- carboxamide; 7-[[4-(l-methyltriazol-4-yl)phenyl]methyl]-N-tetrahydropyran -4-yl-thieno[3,2- £]pyridine-5-carboxamide;

7-[[4-(2-methyloxazol-4-yl)phenyl]methyl]-N-tetrahydropyran- 4-yl-thieno[3,2- £]pyridine-5-carboxamide;

N-(2-oxaspiro[3.3]heptan-6-yl)-7-[(4-thiazol-4-ylphenyl)meth yl]thieno[3,2-^]pyridine-5- carboxamide;

N-tetrahydropyran-4-yl-7-[(4-thiazol-4-ylphenyl)methyl]thien o[3,2-^]pyridine-5- carboxamide;

7 (^-fluoro-(6-methyl-3-pyridyl)methyl]-N-[(15',25)-2-hydroxyc yclohexyl]thieno[3,2- £]pyridine-5-carboxamide;

7 (R)-fluoro-(6-methyl-3-pyridyl)methyl]-N-[(l^,2^-2-hydroxycy clohexyl]thieno[3,2- £]pyridine-5-carboxamide;

N-(2-hydroxy-2-methyl-cycloheptyl)-7-[(6-methyl-3-pyridyl)me thyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(l,S',2 ₎ S)-2-hydroxycyclopentyl]-2-methyl-7-[(4-pyrazol-l-ylph enyl)methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(l,S',2 ₎ S)-2-hydroxycyclohexyl]-2-methyl-7-[(4-pyrazol-l-ylphe nyl)methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(3R,4,S)-3-hydroxytetrahydropyran-4-yl]-2-methyl-7-[(4-py razol-l- ylphenyl)methyl]thieno[3,2-^]pyridine-5-carboxamide;

2-methyl-7-[(4-pyrazol-l-ylphenyl)methyl]-N-tetrahydropyran- 4-yl-thieno[3,2- £]pyridine-5-carboxamide;

N-[(lR,2R)-2-hydroxycyclobutyl]-7-[[4-(l,3,5-trimethylpyrazo l-4- yl)phenyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

N-(2-oxaspiro[3.3 ]heptan-6-yl)-7- [[4-( 1 ,3,5 -trimethylpyrazol-4- yl)phenyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

N-[(l,S',25)-2-hydroxycyclopentyl]-7-[[4-(l,3,5-trimethylpyr azol-4- yl)phenyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

N-tetrahydropyran-4-yl-7-[[4-(l,3,54rimethylpyrazol-4-yl)phe nyl]methyl]thieno[3,2- £]pyridine-5-carboxamide;

7-[[4-(l,3-dimethylpyrazol-4-yl)phenyl]methyl]-iV-(oxetan-3- yl)thieno[3,2-0]pyridine-5- carboxamide;

N-(l-tert-butylazetidin-3-yl)-7-[[4-(l,3-dimethylpyrazol-4-y l)phenyl]methyl]thieno[3,2- £]pyridine-5-carboxamide;

7-[[4-(l,3-dimethylpyrazol-4-yl)phenyl]methyl]-N-(3-methoxyc yclobutyl)thieno[3,2- £]pyridine-5-carboxamide;

7-[[4-(l,3-dimethylpyrazol-4-yl)phenyl]methyl]-N-[(1^25)-2- hydroxycyclopentyl]thieno[3,2-^]pyridine-5-carboxamide;

7-[[4-(l,3-dimethylpyrazol-4-yl)phenyl]methyl]-iV-[(3R,4S)-3 -hydroxytetrahydropyran-4- yl]thieno[3,2-£]pyridine-5-carboxamide;

7-[[4-(l,3-dimethylpyrazol-4-yl)phenyl]methyl]-iV-[(3S,4S)-4 -hydroxytetrahydropyran-3- yl]thieno[3,2-£]pyridine-5-carboxamide;

7-[[4-(l,3-dimethylpyrazol-4-yl)phenyl]methyl]-N-[(1^25)-2- hydroxycyclohexyl]thieno[3,2-^]pyridine-5-carboxamide;

N-[(lR,2R)-2-hydroxycyclobutyl]-7-[[4-(l-methylpyrazol-3-yl) phenyl]methyl]thieno[3,2- £]pyridine-5-carboxamide;

7-[[4-(l-methylpyrazol-3-yl)phenyl]methyl]-N-(2-oxaspiro[3.3 ]heptan-6-yl)thieno[3,2- £]pyridine-5-carboxamide;

N-[(l,S',25)-2-hydroxycyclopentyl]-7-[[4-(l-methylpyrazol-3- yl)phenyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

7-[[4-(l-methylpyrazol-3-yl)phenyl]methyl]-N-tetrahydropyran -4-yl-thieno[3,2- £]pyridine-5-carboxamide;

N-[(3R,4,S)-3-hydroxytetrahydropyran-4-yl]-7-[[4-(l-methylpy razol-3- yl)phenyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

N-[(l,S',2 ₎ S)-2-hydroxycyclohexyl]-7-[[4-(l-methylpyrazol-3-yl)ph enyl]methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-(l-cyanocyclopropyl)-7-[(6-methyl-3-pyridyl)methyl]thieno[ 3,2-^]pyridine-5- carboxamide;

7-[(6-methyl-3-pyridyl)methyl]-N-(oxetan-3-yl)thieno[3,2-^]p yridine-5-carboxamide; N-(3-fluorocyclobutyl)-7-[(6-methyl-3-pyridyl)methyl]thieno[ 3,2-^]pyridine-5- carboxamide;

N-(3,3-difluorocyclobutyl)-7-[(6-methyl-3-pyridyl)methyl]thi eno[3,2-^]pyridine-5- carboxamide;

7-[(6-methyl-3-pyridyl)methyl]-N-(2-oxaspiro[3.3]heptan-6-yl )thieno[3,2-^]pyridine-5- carboxamide;

7-[(6-methyl-3-pyridyl)methyl]-N-[(3R)-tetrahydrofuran-3-yl] thieno[3,2-^]pyridine-5- carboxamide;

7-[(6-methyl-3-pyridyl)methyl]-N-[(3,S)-tetrahydrofuran-3-yl ]thieno[3,2-^]pyridine-5- carboxamide;

7-(4-pyrazol-l-ylbenzoyl)-N-tetrahydropyran-4-yl-thieno[3,2- ^]pyridine-5-carboxamide; 7-[(6-methyl-3-pyridyl)methyl]-N-[(3R)-3-piperidyl]thieno[3, 2-^]pyridine-5- carboxamide;

7-[(6-methyl-3-pyridyl)methyl]-N-[(3,S)-3-piperidyl]thieno[3 ,2-^]pyridine-5- carboxamide;

N-[(3R,4,S)-3-hydroxytetrahydropyran-4-yl]-7-[[4-(l-methylpy razol-4- yl)phenyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

7-[[4-(l-methylpyrazol-4-yl)phenyl]methyl]-N-tetrahydropyran -4-yl-thieno[3,2- £]pyridine-5-carboxamide;

N-[(3R,4,S)-3-hydroxytetrahydropyran-4-yl]-3-methyl-7-[(4-py razol-l- ylphenyl)methyl]thieno[3,2-^]pyridine-5-carboxamide;

7-[(2,6-difluoro-44hiazol-4-yl-phenyl)methyl]-N-[(3R,4,S)-3- hydroxytetrahydropyran-4- yl]thieno[3,2-£]pyridine-5-carboxamide;

7-[(2,6-difluoro-44hiazol-4-yl-phenyl)methyl]-N-tetrahydropy ran-4-yl-thieno[3,2- £]pyridine-5-carboxamide;

7-[(2,6-difluoro-4-thiazol-4-yl-phenyl)methyl]-N-(2-oxaspiro [3.3]heptan-6-yl)thieno[3,2- £]pyridine-5-carboxamide;

7-[(2,6-difluoro-4-thiazol-4-yl-phenyl)methyl]-N-[(1^25)-2- hydroxycyclohexyl]thieno[3,2-^]pyridine-5-carboxamide;

7-[(2,6-difluoro-4-thiazol-4-yl-phenyl)methyl]-N-[(lR,2R)-2- hydroxycyclobutyl]thieno[3,2-^]pyridine-5-carboxamide;

N-(2-oxaspiro[3.3]heptan-6-yl)-7-[(4-pyrazol-l-ylphenyl)meth yl]thieno[3,2-^]pyridine-5- carboxamide;

N-(3-methyloxetan-3-yl)-7-[(4-pyrazol-l-ylphenyl)methyl]thie no[3,2-^]pyridine-5- carboxamide;

7-[(4-pyrazol-l-ylphenyl)methyl]-iV-[(3R)-tetrahydrofuran-3- yl]thieno[3,2-0]pyridine-5- carboxamide;

7-[(4-pyrazol-l-ylphenyl)methyl]-N-[(3,S)-tetrahydrofuran-3- yl]thieno[3,2-^]pyridine-5 carboxamide;

N-(oxetan-3-yl)-7-[(4-pyrazol-l-ylphenyl)methyl]thieno[3,2-^ ]pyridine-5-carboxamide; N-(3-fluorocyclobutyl)-7-[(4-pyrazol-l-ylphenyl)methyl]thien o[3,2-^]pyridine-5- carboxamide;

N-(3,3-difluorocyclobutyl)-7-[(4-pyrazol-l-ylphenyl)methyl]t hieno[3,2-^]pyridine-5- carboxamide;

N-(l-cyanocyclopropyl)-7-[(4-pyrazol-l-ylphenyl)methyl]thien o[3,2-^]pyridine-5- carboxamide;

N-( 1 -cyano- 1 -methyl-ethyl)-7-[(4-pyrazol- 1 -ylphenyl)methyl]thieno[3 ,2-£]pyridine-5- carboxamide;

N-(oxetan-2-ylmethyl)-7-[(4-pyrazol-l-ylphenyl)methyl]thieno [3,2-^]pyridine-5- carboxamide;

7-[(4-pyrazol-l-ylphenyl)methyl]-N-(tetrahydrofuran-3-ylmeth yl)thieno[3,2-^]pyridine- 5-carboxamide;

7-[(4-pyrazol-l-ylphenyl)methyl]-N-[[(2,S)-tetrahydrofuran-2 -yl]methyl]thieno[3,2- £]pyridine-5-carboxamide;

7-[(4-pyrazol-l-ylphenyl)methyl]-N-[[(2R)-tetrahydrofuran-2- yl]methyl]thieno[3,2- £]pyridine-5-carboxamide;

7-[(4-pyrazol-l-ylphenyl)methyl]-N-(tetrahydropyran-4-ylmeth yl)thieno[3,2-^]pyridine- 5-carboxamide;

7-[(4-pyrazol-l-ylphenyl)methyl]-N-(tetrahydropyran-2-ylmeth yl)thieno[3,2-^]pyridine- 5-carboxamide;

N-[(3,S)-3-piperidyl]-7-[(4-pyrazol-l-ylphenyl)methyl]thieno [3,2-^]pyridine-5- carboxamide;

N-(3-methyl-3-piperidyl)-7-[(4-pyrazol-l-ylphenyl)methyl]thi eno[3,2-^]pyridine-5- carboxamide;

iV-(azetidin-2-ylmethyl)-7-[(4-pyrazol-l-ylphenyl)methyl]thi eno[3,2-0]pyridine-5- carboxamide;

N-[(3R,4,S)-3-hydroxytetrahydropyran-4-yl]-7-[(4-pyrazol-l-y lphenyl)methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(3R,4^-3-hydroxytetrahydropyran-4-yl]-7 (4-thiazol-2-ylphenyl)methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(l,S',2 ₎ S)-2-hydroxycyclohexyl]-7-[(4 hiazol-2-ylphenyl)methyl]thieno[3,2-^]pyridi 5-carboxamide;

N-tetrahydropyran-4-yl-7-[(4-thiazol-2-ylphenyl)methyl]thien o[3,2-^]pyridine-5- carboxamide;

N-[(15,2^-2-hydroxycyclobutyl]-7-[(4-thiazol-2-ylphenyl)me l]tW

5-carboxamide;

N-(tetrahydropyran-4-ylmethyl)-7-[(4-thiazol-2-ylphenyl)meth yl]thieno[3,2-^]pyridine 5-carboxamide;

N-(2,6-dimethyltetrahydropyran-4-yl)-7-[[4-(2-methyloxazol-4 - yl)phenyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

N-(2,2-dimethyltetrahydropyran-4-yl)-7-[[4-(2-methyloxazol-4 - yl)phenyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

7-[[6-(l-methylpyrazol-4-yl)-3-pyridyl]methyl]-N-tetrahydrop yran-4-yl-thieno[3,2- £]pyridine-5-carboxamide;

3-methyl-7-[[4-(l-methylpyrazol-3-yl)phenyl]methyl]-N-tetrah ydropyran-4-yl- thieno[3,2-£]pyridine-5-carboxamide;

N-[(l,S',2 ₎ S)-2-hydroxycyclopentyl]-3-methyl-7-[[4-(l-methylpyraz ol-3- yl)phenyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

3-methyl-7-[[4-(l-methylpyrazol-3-yl)phenyl]methyl]-N-(2-oxa spiro[3.3]heptan-6- yl)thieno[3,2-£]pyridine-5-carboxamide;

3-methyl-7-[[4-(l-methylpyrazol-3-yl)phenyl]methyl]-N-[(3R)- tetrahydrofuran-3- yl]thieno[3,2-£]pyridine-5-carboxamide;

3-methyl-7-[[4-(l-methylpyrazol-3-yl)phenyl]methyl]-N-[(3,S) -tetrahydrofuran-3- yl]thieno[3,2-£]pyridine-5-carboxamide;

3-methyl-7-[[4-(l-methylpyrazol-3-yl)phenyl]methyl]-N-(oxeta n-3-yl)thieno[3,2- £]pyridine-5-carboxamide; N-(3-fluorocyclobutyl)-3-methyl-7-[[4-(l-methylpyrazol-3-yl) phenyl]methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-(3 ,3 -difluorocy clobutyl)-3 -methyl-7- [ [4-( 1 -methylpyrazol-3 - yl)phenyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

3-methyl-7-[[4-(l-methylpyrazol-3-yl)phenyl]methyl]-N-(oxeta n-2-ylmethyl)thieno[3,2- £]pyridine-5-carboxamide;

3-methyl-7-[[4-(l-methylpyrazol-3-yl)phenyl]methyl]-N-(tetra hydrofuran-3- ylmethyl)thieno[3,2-£]pyridine-5-carboxamide;

N-[(15,2^-2-hydroxycyclohexyl]-3-me l-7-[[4-(l-methylpyrazol-3- yl)phenyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

N-[(3R,4,S)-3-hydroxytetrahydropyran-4-yl]-3-methyl-7-[[4-(l -methylpyrazol-3- yl)phenyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

N-[(l,S',25)-2-hydroxycyclopentyl]-7-[(4-thiazol-2-ylphenyl) methyl]thieno[3,2- £]pyridine-5-carboxamide;

3-methyl-N-(2-oxaspiro[3.3]heptan-6-yl)-7-[(4-pyrazol-l-ylph enyl)methyl]thieno[3,2- £]pyridine-5-carboxamide;

3-methyl-7-[(4-pyrazol-l-ylphenyl)methyl]-N-[(3R)-tetrahydro furan-3-yl]thieno[3,2- £]pyridine-5-carboxamide;

3-methyl-7-[(4-pyrazol-l-ylphenyl)methyl]-N-[(3,S)-tetrahydr ofuran-3-yl]thieno[3,2- £]pyridine-5-carboxamide;

3-methyl-7-[(4-pyrazol-l-ylphenyl)methyl]-N-(tetrahydropyran -4-ylmethyl)thieno[3,2- £]pyridine-5-carboxamide;

3-methyl-N-(oxetan-3-yl)-7-[(4-pyrazol-l-ylphenyl)methyl]thi eno[3,2-^]pyridine-5- carboxamide;

3-methyl-7-[(4-pyrazol-l-ylphenyl)methyl]-N-(tetrahydropyran -2-ylmethyl)thieno[3,2- £]pyridine-5-carboxamide;

3-methyl-7-[(4-pyrazol-l-ylphenyl)methyl]-N-(tetrahydrofuran -3-ylmethyl)thieno[3 _^ £]pyridine-5-carboxamide;

3-methyl-7-[(4-pyrazol-l-ylphenyl)methyl]-N-[[(2R)-tetrahydr ofuran-2- yl]methyl]thieno[3,2-£]pyridine-5-carboxamide;

3-methyl-7-[(4-pyrazol-l-ylphenyl)methyl]-N-[[(2,S)-tetrahyd rofuran-2- yl]methyl]thieno[3,2-£]pyridine-5-carboxamide;

3-methyl-N-(oxetan-2-ylmethyl)-7-[(4-pyrazol-l-ylphenyl)meth yl]thieno[3,2-^]pyridine- 5-carboxamide;

N-(2,2-dimethyltetrahydropyran-4-yl)-7-[[4-(l-methylpyrazol- 3- yl)phenyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

N-(2,6-dimethyltetrahydropyran-4-yl)-7-[[4-(l-methylpyrazol- 3- yl)phenyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

7-[[6-(l-methylpyrazol-4-yl)-3-pyridyl]methyl]-N-(2-oxaspiro [3.3]heptan-6- yl)thieno[3,2-£]pyridine-5-carboxamide;

N-[(l,S',25)-2-hydroxycyclobutyl]-7-[[6-(l-methylpyrazol-4-y l)-3- pyridyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

3-methyl-7-[[4-(2-methyloxazol-4-yl)phenyl]methyl]-N-tetrahy dropyran-4-yl-thieno[3,2- £]pyridine-5-carboxamide;

N-[(3R,4,S)-3-hydroxytetrahydropyran-4-yl]-3-methyl-7-[[4-(2 -methyloxazol-4- yl)phenyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

N-[(l,S',25)-2-hydroxycyclopentyl]-3-methyl-7-[[4-(2-methylo xazol-4- yl)phenyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

7-[fluoro-(4 hiazol-4-ylphenyl)methyl]-N-tetrahydropyran-4-yl hieno[3,2-^]pyridine-5- carboxamide;

N-(2-oxaspiro[3.3]heptan-6-yl)-7-[(4-thiazol-2-ylphenyl)meth yl]thieno[3,2-^]pyridine-5- carboxamide;

7-[[6-(l-methylpyrazol-4-yl)-3-pyridyl]methyl]-N-(tetrahydro pyran-4- ylmethyl)thieno[3,2-£]pyridine-5-carboxamide;

N-(2,6-dimethyltetrahydropyran-4-yl)-7-[[6-(l-methylpyrazol- 4-yl)-3- pyridyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

N-(2,2-dimethyltetrahydropyran-4-yl)-7-[[6-(l-methylpyrazol- 4-yl)-3- pyridyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

N-(2,2-dimethyltetrahydropyran-4-yl)-7-[(4 hiazol-2-ylphenyl)methyl]thieno[3,2- £]pyridine-5-carboxamide;

7-[[6-(l-methylpyrazol-4-yl)-3-pyridyl]methyl]-N-(oxetan-2-y lmethyl)thieno[3,2- £]pyridine-5-carboxamide; 7-[[6-(l-methylpyrazol-4-yl)-3-pyridyl]methyl]-N-[[(2R)-tetr ahydrofuran-2- yl]methyl]thieno[3,2-£]pyridine-5-carboxamide;

7-[[6-(l-methylpyrazol-4-yl)-3-pyridyl]methyl]-N-(tetrahydro pyran-2- ylmethyl)thieno[3,2-£]pyridine-5-carboxamide;

7-[[6-(l-methylpyrazol-4-yl)-3-pyridyl]methyl]-iV-(oxetan-3- yl)thieno[3,2-0]pyridine-5- carboxamide;

N-(2-methoxyethyl)-7-[[6-(l-methylpyrazol-4-yl)-3-pyridyl]me thyl]thieno[3,2- £]pyridine-5-carboxamide;

7-[[6-(l-methylpyrazol-4-yl)-3-pyridyl]methyl]-N-[(3,S)-tetr ahydrofuran-3-yl]thieno[3,2- £]pyridine-5-carboxamide;

7-[[6-(l-methylpyrazol-4-yl)-3-pyridyl]methyl]-N-[(3R)-tetra hydrofuran-3-yl]thieno[3,2- £]pyridine-5-carboxamide;

N-(3,3-difluorocyclobutyl)-7-[[6-(l-methylpyrazol-4-yl)-3-py ridyl]methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-(3-fluorocyclobutyl)-7-[[6-(l-methylpyrazol-4-yl)-3-pyridy l]methyl]thieno[3,2- £]pyridine-5-carboxamide;

7-[[6-(l-methylpyrazol-4-yl)-3-pyridyl]methyl]-N-[(3,S)-tetr ahydropyran-3-yl]thieno[3,2- £]pyridine-5-carboxamide;

7-[[6-(l-methylpyrazol-4-yl)-3-pyridyl]methyl]-N-(tetrahydro furan-3- ylmethyl)thieno[3,2-£]pyridine-5-carboxamide;

7-[[6-(l-methylpyrazol-4-yl)-3-pyridyl]methyl]-iV-[[(2S)-tet rahydrofuran-2- yl]methyl]thieno[3,2-£]pyridine-5-carboxamide;

7-[[6-(l-methylpyrazol-3-yl)-3-pyridyl]methyl]-N-tetrahydrop yran-4-yl-thieno[3,2- £]pyridine-5-carboxamide;

7-[[6-(l-methylpyrazol-3-yl)-3-pyridyl]methyl]-N-(2-oxaspiro [3.3]heptan-6- yl)thieno[3,2-£]pyridine-5-carboxamide;

N-[(15,2.S)-2-hydroxycyclopentyl]-7-[[6-(l-methylpyrazol-3-y l)-3- pyridyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

N-[(3R,4,S)-3-hydroxytetrahydropyran-4-yl]-7-[[6-(l-methylpy razol-3-yl)-3- pyridyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

N-[(l,S',25)-2-hydroxycyclohexyl]-7-[[6-(l-methylpyrazol-3-y l)-3- pyridyl]methyl]thieno[3,2-£]pyridine-5-carboxamide;

7-[[6-(l-methylpyrazol-3-yl)-3-pyridyl]methyl]-N-(oxetan-2-y lmethyl)thieno[3,2- £]pyridine-5-carboxamide;

7-[[6-(l-methylpyrazol-3-yl)-3-pyridyl]methyl]-N-(tetrahydro furan-3- ylmethyl)thieno[3,2-£]pyridine-5-carboxamide;

7-[[6-(l-methylpyrazol-3-yl)-3-pyridyl]methyl]-iV-[[(3S)-tet rahydrofuran-3- yl]methyl]thieno[3,2-£]pyridine-5-carboxamide;

7-[[6-(l-methylpyrazol-3-yl)-3-pyridyl]methyl]-N-(tetrahydro pyran-4- ylmethyl)thieno[3,2-£]pyridine-5-carboxamide;

7-[[6-(l-methylpyrazol-3-yl)-3-pyridyl]methyl]-N-(tetrahydro pyran-2- ylmethyl)thieno[3,2-£]pyridine-5-carboxamide;

N-(azetidin-2-ylmethyl)-7-[[6-(l-methylpyrazol-4-yl)-3-pyrid yl]methyl]thieno[3,2- £]pyridine-5-carboxamide;

7-[[6-(l-methylpyrazol-4-yl)-3-pyridyl]methyl]-N-[(3R)-tetra hydropyran-3-yl]thieno[3,2- £]pyridine-5-carboxamide;

N-(3 ,3 -dimethyltetrahy dropyran-4-yl)-7- [ [6-( 1 -methylpyrazol-4-yl)-3 - pyridyl]methyl]thieno[3,2-£]pyridine-5-carboxamide;

N-(2-methoxy-l-methyl-ethyl)-7-[[6-(l-methylpyrazol-4-yl)-3- pyridyl]methyl]thieno[3,2-£]pyridine-5-carboxamide;

7-[[6-(l-methylpyrazol-4-yl)-3-pyridyl]methyl]-N-[l-(oxetan- 3-yl)azetidin-3- yl]thieno[3,2-£]pyridine-5-carboxamide;

N-(oxetan-3-yl)-7-[(4-thiazol-2-ylphenyl)methyl]thieno[3,2-^ ]pyridine-5-carboxamide;

N-tetrahydropyran-3-yl-7-[(4-thiazol-2-ylphenyl)methyl]th ieno[3,2-^]pyridine-5- carboxamide;

N-(3-fluorocyclobutyl)-7-[(4-thiazol-2-ylphenyl)methyl]thien o[3,2-^]pyridine-5- carboxamide;

N-[(3R) etrahydrofuran-3-yl]-7-[(4 hiazol-2-ylphenyl)methyl]thieno[3,2-^]pyridi carboxamide;

N-[(3,S)-tetrahydrofuran-3-yl]-7-[(4 hiazol-2-ylphenyl)methyl]thieno[3,2-^]pyridi carboxamide;

N-(3-methyltetrahydropyran-4-yl)-7-[(4-thiazol-2-ylphenyl)me thyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(3,S',4 ₎ S)-4-hydroxytetrahydropyran-3-yl]-7-[(4 hiazol-2-ylphenyl)methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-(3-methoxypropyl)-7-[(4-thiazol-2-ylphenyl)methyl]thieno[3 ,2-^]pyridine-5- carboxamide;

N-(2-methoxyethyl)-7-[(4-thiazol-2-ylphenyl)methyl]thieno[3, 2-^]pyridine-5- carboxamide;

N-(tetrahydrofuran-3-ylmethyl)-7-[(44hiazol-2-ylphenyl)methy l]thieno[3,2-^]pyrid carboxamide;

N-(tetrahydropyran-2-ylmethyl)-7-[(4 hiazol-2-ylphenyl)methyl]thieno[3,2-^]pyri 5-carboxamide;

N-(3 ,3 -dimethyltetrahy dropyran-4-yl)-7- [ [6-( 1 -methylpyrazol-3 -yl)-3 - pyridyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

N-(2,6-dimethyltetrahydropyran-4-yl)-7-[[6-(l-methylpyrazol- 3-yl)-3- pyridyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

N-(2,2-dimethyltetrahydropyran-4-yl)-7-[[6-(l-methylpyrazol- 3-yl)-3- pyridyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

N-(3,3-dimethyltetrahydropyran-4-yl)-7-[[4-(l-methylpyrazol- 4- yl)phenyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

N-(2,6-dimethyltetrahydropyran-4-yl)-7-[[4-(l-methylpyrazol- 4- yl)phenyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

N-(2,2-dimethyltetrahydropyran-4-yl)-7-[[4-(l-methylpyrazol- 4- yl)phenyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

N-(oxetan-2-ylmethyl)-7-[(4 hiazol-2-ylphenyl)methyl]thieno[3,2-^]pyridine-5- carboxamide;

N-(3,3-difluorocyclobutyl)-7-[(4 hiazol-2-ylphenyl)methyl]thieno[3,2-^]pyridine-5- carboxamide;

N-(tetrahydrofuran-2-ylmethyl)-7-[(44hiazol-2-ylphenyl)methy l]thieno[3,2- carboxamide;

N-(4,4-difluorocyclohexyl)-7-[(44hiazol-2-ylphenyl)methyl]th ieno[3,2-^]pyridine-5- carboxamide; N-(2,6-dimethyltetrahydropyran-4-yl)-7-[(4-thiazol-2-ylpheny l)methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-(tetrahydropyran-4-ylmethyl)-7-[(4 hiazol-5-ylphenyl)methyl]thieno[3,2-^]pyridine- 5-carboxamide;

N-(2,2-dimethyltetrahydropyran-4-yl)-7-[(4 hiazol-5-ylphenyl)methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[[(2^ etrahydrofuran-2-yl]methyl]-7 (4 hiazol-2-ylphenyl)methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-(3,3-dimethyltetrahydropyran-4-yl)-7-[(4 hiazol-5-ylphenyl)methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-(2,6-dimethyltetrahydropyran-4-yl)-7-[(4 hiazol-5-ylphenyl)methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(3^,4^-3-methyltetrahydropyran-4-yl]-7 (4 hiazol-5-ylphenyl)methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-[(3R,4^-3-methyltetrahydropyran-4-yl]-7 (4 hiazol-5-ylphenyl)methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-tetrahydropyran-4-yl-7-[(4-thiazol-5-ylphenyl)methyl]thien o[3,2-^]pyridine-5- carboxamide;

N-[(l,S',2 ₎ S)-2-hydroxycyclohexyl]-7-[(4 hiazol-5-ylphenyl)methyl]thieno[3,2-^]pyridin 5-carboxamide;

N-(tetrahydrofuran-3-ylmethyl)-7-[(44hiazol-5-ylphenyl)methy l]thieno[3,2-^]pyridi carboxamide;

N-[(l,S',2^-2-hydroxycyclopentyl]-7-[(4-thiazol-5-ylphenyl)m ethyl]thieno[3,2- £]pyridine-5-carboxamide;

N-(2-oxaspiro[3.3]heptan-6-yl)-7-[(4-thiazol-5-ylphenyl)meth yl]thieno[3,2-^]pyridine-5- carboxamide;

N-[(3,S)-tetrahydrofuran-3-yl]-7-[(4 M

carboxamide;

N-[(3R) etrahydrofuran-3-yl]-7-[(4 hiazol-5-ylphenyl)methyl]thieno[3,2-^]pyridine-5- carboxamide;

N-(3-fluorocyclobutyl)-7-[(4-thiazol-5-ylphenyl)methyl]thien o[3,2-^]pyridine-5- carboxamide;

N-(oxetan-3-yl)-7-[(4 hiazol-5-ylphenyl)methyl]thieno[3,2-^]pyridine-5-carboxamide ; N-(2-methoxyethyl)-7-[(4-thiazol-5-ylphenyl)methyl]thieno[3, 2-^]pyridine-5- carboxamide;

N-(3-methoxypropyl)-7-[(4-thiazol-5-ylphenyl)methyl]thieno[3 ,2-^]pyridine-5- carboxamide;

N-[(l,S',2 ₎ S)-2-hydroxycyclobutyl]-7-[(44hiazol-5-ylphenyl)methyl ]thieno[3,2-^]pyri 5-carboxamide;

N-(2-methoxy-l-methyl-ethyl)-7-[(4 hiazol-5-ylphenyl)methyl]thieno[3,2-^] carboxamide;

N-tetrahydropyran-4-yl-7-[[4-(tetrahydropyran-4-ylcarbamoyl) phenyl]methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-(3 ,3 -difluorocy clobuty l)-7 - [[4- [(3 , 3 - difluorocyclobutyl)carbamoyl]phenyl]methyl]thieno[3,2-^]pyri dine-5-carboxamide;

N-(2,2-dimethyltetrahydropyran-4-yl)-7-[[4-[(2,2-dimethyltet rahydropyran-4- yl)carbamoyl]phenyl]methyl]thieno[3,2-^]pyridine-5-carboxami de;

N-[(3R,4R)-4-hydroxytetrahydropyran-3-yl]-7-[[6-(l-methylpyr azol-3-yl)-3- pyridyl]methyl]thieno[3,2-£]pyridine-5-carboxamide;

N-[(l,S',25)-2-hydroxycycloheptyl]-7-[[6-(l-methylpyrazol-3- yl)-3- pyridyl]methyl]thieno[3,2-£]pyridine-5-carboxamide;

N-[(lR,2R)-2-hydroxycyclobutyl]-7-[[6-(l-methylpyrazol-3-yl) -3- pyridyl]methyl]thieno[3,2-£]pyridine-5-carboxamide;

7-[[6-(l-methylpyrazol-3-yl)-3-pyridyl]methyl]-N-[[(2R)-tetr ahydrofuran-2- yl]methyl]thieno[3,2-£]pyridine-5-carboxamide;

7-[[6-(l-methylpyrazol-3-yl)-3-pyridyl]methyl]-iV-[[(2S)-tet rahydrofuran-2- yl]methyl]thieno[3,2-£]pyridine-5-carboxamide;

7-[[6-(l-methylpyrazol-3-yl)-3-pyridyl]methyl]-iV-(oxetan-3- yl)thieno[3,2-0]pyridine-5- carboxamide;

N-(2-methoxyethyl)-7-[[6-(l-methylpyrazol-3-yl)-3-pyridyl]me thyl]thieno[3,2- £]pyridine-5-carboxamide;

7-[[6-(l-methylpyrazol-3-yl)-3-pyridyl]methyl]-N-[(3,S)-tetr ahydrofuran-3-yl]thieno[3,2- £]pyridine-5-carboxamide;

7-[[6-(l-methylpyrazol-3-yl)-3-pyridyl]methyl]-N-[(3R)-tetra hydrofuran-3-yl]thieno[3,2- £]pyridine-5-carboxamide;

N-(3-fluorocyclobutyl)-7-[[6-(l-methylpyrazol-3-yl)-3-pyridy l]methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-(3,3-difluorocyclobutyl)-7-[[6-(l-methylpyrazol-3-yl)-3-py ridyl]methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-(azetidin-2-ylmethyl)-7-[[6-(l-methylpyrazol-3-yl)-3-pyrid yl]methyl]thieno[3,2- £]pyridine-5-carboxamide;

7-[[6-(l-methylpyrazol-3-yl)-3-pyridyl]methyl]-N-[(3,S)-tetr ahydropyran-3-yl]thieno[3,2- £]pyridine-5-carboxamide;

7-[[6-(l-methylpyrazol-3-yl)-3-pyridyl]methyl]-N-[(3R)-tetra hydropyran-3-yl]thieno[3,2- £]pyridine-5-carboxamide;

N-(2-methoxy-l-methyl-ethyl)-7-[[6-(l-methylpyrazol-3-yl)-3- pyridyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

7-[[6-(l-methylpyrazol-3-yl)-3-pyridyl]methyl]-N-[l-(oxetan- 3-yl)azetidin-3- yl]thieno[3,2-£]pyridine-5-carboxamide;

7-[[6-(l-methylpyrazol-3-yl)-3-pyridyl]methyl]-iV-[[(2S)-pyr rolidin-2- yl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

7-[[6-(l-methylpyrazol-3-yl)-3-pyridyl]methyl]-N-[[(2R)-pyrr olidin-2- yl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

N-[[(25)-l-ethylpyrrolidin-2-yl]methyl]-7-[[6-(l-methylpyraz ol-3-yl)-3- pyridyl]methyl]thieno[3,2-^]pyridine-5-carboxamide;

N-(2-methoxyethyl)-7-[(4-pyrazol-l-ylphenyl)methyl]thieno[3, 2-^]pyridine-5- carboxamide;

N-(3-methoxypropyl)-7-[(4-pyrazol-l-ylphenyl)methyl]thieno[3 ,2-^]pyridine-5- carboxamide;

N-(3-methoxycyclobutyl)-7-[(4-pyrazol-l-ylphenyl)methyl]thie no[3,2-^]pyridine-5- carboxamide;

7-[(4-pyrazol-l-ylphenyl)methyl]-N-[l-(2,2,2 rifluoroethyl)azetidin-3-yl]thieno[3,2- £]pyridine-5-carboxamide; N-[l-(oxetan-3-yl)azetidin-3-yl]-7-[(4-pyrazol-l-ylphenyl)me thyl]thieno[3,2-^]pyridine- 5-carboxamide;

N-(l-tert-butylazetidin-3-yl)-7-[(4-pyrazol-l-ylphenyl)methy l]thieno[3,2-^]pyridine-5- carboxamide;

N-(l-methylazetidin-3-yl)-7-[(4-pyrazol-l-ylphenyl)methyl]th ieno[3,2-^]pyridine-5- carboxamide;

N-cyclobutyl-7-[(4-pyrazol-l-ylphenyl)methyl]thieno[3,2-^]py ridine-5-carboxamide; N-(2-oxocyclopentyl)-7-[(4-pyrazol-l-ylphenyl)methyl]thieno[ 3,2-^]pyridine-5- carboxamide;

N-(l-methyl-5-oxo-pyrrolidin-3-yl)-7-[(4-pyrazol-l-ylphenyl) methyl]thieno[3,2- £]pyridine-5-carboxamide;

N-(l,l-dioxothiolan-3-yl)-7-[(4-pyrazol-l-ylphenyl)methyl]th ieno[3,2-^]pyridine-5^ carboxamide;

7-[(4-pyrazol-l-ylphenyl)methyl]-N-tetrahydrofuran-3-yl-thie no[3,2-^]pyridine-5- carboxamide;

N-(5-oxopyrrolidin-3-yl)-7-[(4-pyrazol-l-ylphenyl)methyl]thi eno[3,2-^]pyridine-5- carboxamide;

N-(l-methyl-3-piperidyl)-7-[(4-pyrazol-l-ylphenyl)methyl]thi eno[3,2-^]pyridine-5- carboxamide;

N-(l-methyl-4-piperidyl)-7-[(4-pyrazol-l-ylphenyl)methyl]thi eno[3,2-^]pyridine-5- carboxamide;

N-(3-methyltetrahydropyran-4-yl)-7-[(4-pyrazol-l-ylphenyl)me thyl]thieno[3,2- £]pyridine-5-carboxamide;

2-oxa-5-azabicyclo[2.2.1]heptan-5-yl-[7-[(4-pyrazol-l-ylphen yl)methyl]thieno[3,2- £]pyridin-5-yl]methanone;

7-[(4-pyrazol-l-ylphenyl)methyl]-N-(l-tetrahydrofuran-2-ylet hyl)thieno[3,2-6]pyridine- 5-carboxamide;

7-[(4-pyrazol-l-ylphenyl)methyl]-N-tetrahydropyran-3-yl-thie no[3,2-^]pyridine-5- carboxamide;

N-(lH-pyrazol-3-ylmethyl)-7-[(4-pyrazol-l-ylphenyl)methyl]th ieno[3,2-^]pyridine-5- carboxamide; l-methyl-N-(2-oxaspiro[3.3]heptan-6-yl)-7-[(4-pyrazol-l-ylph enyl)methyl]pyrrolo[3,2- £]pyridine-5-carboxamide;

N-[(3R,45)-3-hydroxytetrahydropyran-4-yl]-l-methyl-7-[(4-thi azol-4- ylphenyl)methyl]pyrrolo[3,2-£]pyridine-5-carboxamide;

l-methyl-N-tetrahydropyran-4-yl-7-[(4-thiazol-4-ylphenyl)met hyl]pyrrolo[3,2- £]pyridine-5-carboxamide;

l-methyl-N-(2-oxaspiro[3.3]heptan-6-yl)-7-[(4-thiazol-4-ylph enyl)methyl]pyrrolo[3,2- £]pyridine-5-carboxamide;

N-[(3R,4,S)-3-hydroxytetrahydropyran-4-yl]-l-methyl-7-[(4-py razol-l- ylphenyl)methyl]pyrrolo[3,2-£]pyridine-5-carboxamide;

N-[(15,2.S)-2-hydroxycyclohexyl]-l-methyl-7-[(4-pyrazol-l- ylphenyl)methyl]pyrrolo[3,2-£]pyridine-5-carboxamide;

l-methyl-7-[(4-pyrazol-l-ylphenyl)methyl]-N-tetrahydropyran- 4-yl-pyrrolo[3,2- £]pyridine-5-carboxamide;

N-[(l,S',25)-2-hydroxycycloheptyl]-l-methyl-7-[(4-thiazol-4- ylphenyl)methyl]pyrrolo[3,2-£]pyridine-5-carboxamide;

N-[(l,S',2 ₎ S)-2-hydroxycyclohexyl]-l-methyl-7-[(44hiazol-4-ylphen yl)methyl]pyiTolo[3,^ £]pyridine-5-carboxamide;

N-[(l,S',25)-2-hydroxycyclopentyl]-l-methyl-7-[(4-thiazol-4- ylphenyl)methyl]pyrrolo[3,2-£]pyridine-5-carboxamide;

N-[(l,S',2^-2-hydroxycyclobutyl]-l-methyl-7 (4-thiazol-4-ylphenyl)methyl]pyrrolo[3,2- £]pyridine-5-carboxamide;

N-[(25',6R)-2,6-dimethyltetrahydropyran-4-yl]-l-methyl-7-[(4 -thiazol-4- ylphenyl)methyl]pyrrolo[3,2-£]pyridine-5-carboxamide;

N-(2,2-dimethyltetrahydropyran-4-yl)-l-methyl-7-[(4-thiazol- 4- ylphenyl)methyl]pyrrolo[3,2-£]pyridine-5-carboxamide;

l-methyl-N-[(3,S)-tetrahydropyran-3-yl]-7-[(44hiazol-4-ylphe nyl)methyl]pyrrolo[3,2- £]pyridine-5-carboxamide;

l-methyl-N-[(3R)4etrahydropyran-3-yl]-7-[(4-thiazol-4-ylphen yl)methyl]pyrrolo[3,2- £]pyridine-5-carboxamide;

l-methyl-N-[(3S)-tetrahydrofuran-3-yl]-7-[(4-thiazol-4-ylphe nyl)methyl]pyrrolo[3,2- £]pyridine-5-carboxamide;

l-methyl-N-[(3R)4etrahydrofuran-3-yl]-7-[(4-thiazol-4-ylphen yl)methyl]pyrrolo[3,2- £]pyridine-5-carboxamide;

l-methyl-N-(tetrahydropyran-4-ylmethyl)-7-[(4 hiazol-4-ylphenyl)methyl]pyrrolo[3,2- £]pyridine-5-carboxamide;

l-methyl-N-(oxetan-3-yl)-7-[(4-thiazol-4-ylphenyl)methyl]pyr rolo[3,2-^]pyridine-5- carboxamide;

N-[(3R,4,S)-3-hydroxytetrahydropyran-4-yl]-l-methyl-7-[[6-(l -methylpyrazol-4-yl)-3- pyridyl]methyl]pyrrolo[3,2-£]pyridine-5-carboxamide;

^[(l^^^^-hydroxycyclohexy^-l-methyl^-ffe^l-methylpyrazol^-yl )^- pyridyl]methyl]pyrrolo[3,2-£]pyridine-5-carboxamide;

l-methyl-7-[[6-(l-methylpyrazol-4-yl)-3-pyridyl]methyl]-N-te trahydropyran-4-yl- pyrrolo[3,2-£]pyridine-5-carboxamide;

l-methyl-7-[[6-(l-methylpyrazol-4-yl)-3-pyridyl]methyl]-N-(2 -oxaspiro[3.3]heptan-6- yl)pyirolo[3,2-£]pyridine-5-carboxamide;

N-(2,2-dimethyltetrahydropyran-4-yl)- 1 -methyl-7-[[6-(l -methylpyrazol-4-yl)-3 - pyridyl]methyl]pyrrolo[3,2-£]pyridine-5-carboxamide;

l-methyl-7-[[4-(l-methylpyrazol-3-yl)phenyl]methyl]-N-tetrah ydropyran-4-yl- pyrrolo[3,2-£]pyridine-5-carboxamide;

N-[(3R,4,S)-3-hydroxytetrahydropyran-4-yl]-l-methyl-7-[[4-(l -methylpyrazol-3- yl)phenyl]methyl]pyrrolo[3,2-^]pyridine-5-carboxamide;

l-methyl-7-[[4-(l-methylpyrazol-3-yl)phenyl]methyl]-N-(2-oxa spiro[3.3]heptan-6- yl)pyirolo[3,2-£]pyridine-5-carboxamide;

l-methyl-7-[[4-(l-methylpyrazol-3-yl)phenyl]methyl]-N-(tetra hydropyran-4- ylmethyl)pyrrolo[3,2-£]pyridine-5-carboxamide;

N-(3 ,3 -dimethyltetrahy dropyran-4-yl)- 1 -methyl-7- [ [4-( 1 -methylpyrazol-3 - yl)phenyl]methyl]pyrrolo[3,2-^]pyridine-5-carboxamide;

N-[(3R,45)-3-hydroxytetrahydropyran-4-yl]-l-methyl-7-[(4-thi azol-2- ylphenyl)methyl]pyrrolo[3,2-£]pyridine-5-carboxamide;

N-[(l,S',2 ₎ S)-2-hydroxycyclohexyl]-l-methyl-7-[(44hiazol-2-ylphen yl)methyl]pyiTolo[3,^ £]pyridine-5-carboxamide; l-methyl-N-tetrahydropyran-4-yl-7-[(4-thiazol-2-ylphenyl)met hyl]pyrrolo[3,2- £]pyridine-5-carboxamide;

l-methyl-N-(2-oxaspiro[3.3]heptan-6-yl)-7-[(4-thiazol-2-ylph enyl)methyl]pyrrolo[3,2- £]pyridine-5-carboxamide;

N-[(l,S',2^-2-hydroxycyclobutyl]-l-methyl-7 (4-thiazol-2-ylphenyl)methyl]pyrrolo[3,2- £]pyridine-5-carboxamide;

N-[(l,S',25)-2-hydroxycyclopentyl]-l-methyl-7-[(4-thiazol-2- ylphenyl)methyl]pyrrolo[3,2-£]pyridine-5-carboxamide;

N-(2,2-dimethyltetrahydropyran-4-yl)-l-methyl-7-[(4-thiazol- 2- ylphenyl)methyl]pyrrolo[3,2-£]pyridine-5-carboxamide;

N-(3,3-dimethyltetrahydropyran-4-yl)-l-methyl-7-[(4-thiazol- 2- ylphenyl)methyl]pyrrolo[3,2-£]pyridine-5-carboxamide;

l-methyl-N-(tetrahydropyran-4-ylmethyl)-7-[(4 hiazol-2-ylphenyl)methyl]pyrrolo[3,2- £]pyridine-5-carboxamide;

N-(3,3-difluorocyclobutyl)-l-methyl-7-[(4-thiazol-2-ylphenyl )methyl]pyrrolo[3,2- £]pyridine-5-carboxamide;

N-(3-fluorocyclobutyl)-l-methyl-7-[(4 hiazol-2-ylphenyl)methyl]pyrrolo[3,2-^]pyridine- 5-carboxamide;

l-methyl-N-(2-oxaspiro[3.3]heptan-6-yl)-7-[(4-thiazol-4-ylph enyl)methyl]pyrazolo[4,3- £]pyridine-5-carboxamide;

N-[(lR,2R)-2-hydroxycyclobutyl]-l-methyl-7-[(4-thiazol-4- ylphenyl)methyl]pyrazolo[4,3-£]pyridine-5-carboxamide;

N-[(l,S',25)-2-hydroxycyclopentyl]-l-methyl-7-[(4-thiazol-4- ylphenyl)methyl]pyrazolo[4,3-£]pyridine-5-carboxamide;

N-[(l,S',25)-2-hydroxycyclohexyl]-l-methyl-7-[(4-thiazol-4- ylphenyl)methyl]pyrazolo[4,3-£]pyridine-5-carboxamide;

N-[(3R,45)-3-hydroxytetrahydropyran-4-yl]-l-methyl-7-[(4-thi azol-4- ylphenyl)methyl]pyrazolo[4,3-£]pyridine-5-carboxamide;

l-methyl-N-(oxetan-2-ylmethyl)-7-[(4-thiazol-4-ylphenyl)meth yl]pyrazolo[4,3- £]pyridine-5-carboxamide;

l-methyl-N-[[(2R)-tetrahydrofuran-2-yl]methyl]-7-[(4-thiazol -4- ylphenyl)methyl]pyrazolo[4,3-£]pyridine-5-carboxamide;

N-[(lR,2R)-2-hydroxycyclobutyl]- 1 -methyl-7-[(4-pyrazol- 1 - ylphenyl)methyl]pyrazolo[4,3-£]pyridine-5-carboxamide;

^-[(l^^^-hydroxycyclopentyl]- 1 -methyl-7-[(4-pyrazol- 1 - ylphenyl)methyl]pyrazolo[4,3-£]pyridine-5-carboxamide;

N-[(15,2.S)-2-hydroxycyclohexyl]-l-methyl-7-[(4-pyrazol-l- ylphenyl)methyl]pyrazolo[4,3-£]pyridine-5-carboxamide;

N-[(3R,4,S)-3-hydroxytetrahydropyran-4-yl]-l-methyl-7-[(4-py razol-l- ylphenyl)methyl]pyrazolo[4,3-£]pyridine-5-carboxamide;

l-methyl-N-(2-oxaspiro[3.3]heptan-6-yl)-7-[(4-pyrazol-l-ylph enyl)methyl]pyrazolo[4,3- £]pyridine-5-carboxamide;

l-methyl-N-(oxetan-2-ylmethyl)-7-[(4-pyrazol-l-ylphenyl)meth yl]pyrazolo[4,3- £]pyridine-5-carboxamide;

l-methyl-7-[(4-pyrazol-l-ylphenyl)methyl]-N-[[(2R)-tetrahydr ofuran-2- yl]methyl]pyrazolo[4,3-£]pyridine-5-carboxamide;

l-methyl-7-[[6-(l-methylpyrazol-3-yl)-3-pyridyl]methyl]-N-te trahydropyran-4-yl- pyrrolo[3,2-£]pyridine-5-carboxamide;

N-(2,2-dimethyltetrahydropyran-4-yl)- 1 -methyl-7-[[6-( 1 -methylpyrazol-3 -yl)-3 - pyridyl]methyl]pyrrolo[3,2-£]pyridine-5-carboxamide;

N-(3 ,3 -dimethyltetrahy dropyran-4-yl)- 1 -methyl-7- [ [6-( 1 -methylpyrazol-3 -yl)-3 - pyridyl]methyl]pyrrolo[3,2-£]pyridine-5-carboxamide;

N-(2,6-dimethyltetrahydropyran-4-yl)- 1 -methyl-7-[[6-( 1 -methylpyrazol-3 -yl)-3 - pyridyl]methyl]pyrrolo[3,2-£]pyridine-5-carboxamide;

l-methyl-7-[[6-(l-methylpyrazol-3-yl)-3-pyridyl]methyl]-N-(2 -oxaspiro[3.3]heptan-6- yl)pyirolo[3,2-£]pyridine-5-carboxamide;

l-methyl-7-[[6-(l-methylpyrazol-3-yl)-3-pyridyl]methyl]-N-(t etrahydropyran-4- ylmethyl)pyrrolo[3,2-£]pyridine-5-carboxamide;

l-methyl-7-[[6-(l-methylpyrazol-3-yl)-3-pyridyl]methyl]-N-(t etrahydrofuran-3- ylmethyl)pyrrolo[3,2-£]pyridine-5-carboxamide;

N-(3 -fluorocy clobutyl)- 1 -methyl-7- [ [6-( 1 -methylpyrazol-3 -yl)-3 - pyridyl]methyl]pyrrolo[3,2-£]pyridine-5-carboxamide; N-(3 ,3 -difluorocy clobutyl)- 1 -methyl-7- [ [6-( 1 -methylpyrazol-3 -yl)-3 - pyridyl]methyl]pyrrolo[3,2-£]pyridine-5-carboxamide;

^[(l^ ^- -hydroxycyclohexy^-l-methyl^-ffe^l-methylpyrazol-S-yl)^- pyridyl]methyl]pyrrolo[3,2-£]pyridine-5-carboxamide; and

N-[(15,2^-2-hydroxycyclobutyl]-l-me l-7-[[6-(l-me lpyrazol-3-yl)-3- pyridyl]methyl]pyrrolo[3,2-£]pyridine-5-carboxamide,

or a pharmaceutically acceptable salt thereof.

[00191] Compound names are assigned by using the Struct=Name naming algorithm as part of CHEMDRAW® ULTRA v. 12.0.

[00192] The compound may exist as a stereoisomer wherein asymmetric or chiral centers are present. The stereoisomer is "R" or "S" depending on the configuration of substituents around the chiral carbon atom. The terms "R" and "S" used herein are configurations as defined in IUPAC 1974 Recommendations for Section E, Fundamental Stereochemistry, in Pure Appl. Chem., 1976, 45: 13-30. The disclosure contemplates various stereoisomers and mixtures thereof and these are specifically included within the scope of this invention. Stereoisomers include enantiomers and diastereomers, and mixtures of enantiomers or diastereomers. Individual stereoisomers of the compounds may be prepared synthetically from commercially available starting materials, which contain asymmetric or chiral centers or by preparation of racemic mixtures followed by methods of resolution well-known to those of ordinary skill in the art. These methods of resolution are exemplified by (1) attachment of a mixture of enantiomers to a chiral auxiliary, separation of the resulting mixture of diastereomers by recrystallization or chromatography and optional liberation of the optically pure product from the auxiliary as described in Furniss, Hannaford, Smith, and Tatchell, "Vogel's Textbook of Practical Organic Chemistry," 5th edition (1989), Longman Scientific & Technical, Essex CM20 2JE, England, or

(2) direct separation of the mixture of optical enantiomers on chiral chromatographic columns, or

(3) fractional recrystallization methods.

[00193] It should be understood that the compound may possess tautomeric forms, as well as geometric isomers, and that these also constitute embodiments of the disclosure.

[00194] The present disclosure also includes an isotopically-labeled compound, which is identical to those recited in formula (I), but for the fact that one or more atoms are replaced by an atom having an atomic mass or mass number different from the atomic mass or mass number usually found in nature. Examples of isotopes suitable for inclusion in the compounds of the invention are hydrogen, carbon, nitrogen, oxygen, phosphorus, sulfur, fluorine, and chlorine, such as, but not limited to ² H, ³ H, ¹³ C, ¹⁴ C, ¹⁵ N, ¹⁸ 0, ¹⁷ 0, ³¹ P, ³² P, ³⁵ S, ¹⁸ F, and ³⁶ C1, respectively. Substitution with heavier isotopes such as deuterium, i.e. ² H, can afford certain therapeutic advantages resulting from greater metabolic stability, for example increased in vivo half-life or reduced dosage requirements and, hence, may be preferred in some circumstances. The compound may incorporate positron-emitting isotopes for medical imaging and positron-emitting tomography (PET) studies for determining the distribution of receptors. Suitable positron-

11 13 15 18 emitting isotopes that can be incorporated in compounds of formula (I) are ^{L L} C, "N, ^iJ 0, and ⁱ⁰ F. Isotopically-labeled compounds of formula (I) can generally be prepared by conventional techniques known to those skilled in the art or by processes analogous to those described in the accompanying Examples using appropriate isotopically-labeled reagent in place of non- isotopically-labeled reagent.

a. Allosteric Modulation of mAChR Mi

[00195] The disclosed compounds are positive allosteric modulators of mAChR Mi. Thus, by positive allosteric modulation, the compounds indirectly activate the muscarinic receptor subtype Mi. In one aspect, the disclosed compounds potentiate the agonist response (e.g., acetylcholine) of mAChR Mi. In a further aspect, the disclosed compounds increase mAChR Mi response to non-maximal concentrations of agonist in the presence of compound compared to the response to agonist in the absence of compound. The potentiation of mAChR Mi activity can be

demonstrated by methodology known in the art. For example, activation of mAChR Mi activity can be determined by measurement of calcium flux in response to agonist, e.g. acetylcholine, in cells loaded with a Ca ²⁺ -sensitive fluorescent dye (e.g., Fluo-4). In a further aspect, the calcium flux was measured as an increase in fluorescent static ratio. In a yet further aspect, positive allosteric modulator activity was analyzed as a concentration-dependent increase in the EC 20 acetylcholine response (i.e. the response of mAChR Mi at a concentration of acetylcholine that yields 20% of the maximal response).

[00196] In an embodiment, the disclosed compounds may activate mAChR Mi response as an increase in calcium fluorescence in mAChR Mi-transfected CHO-Kl cells in the presence of the compound, compared to the response of equivalent CHO-Kl cells in the absence of the compound. For example, a disclosed compound may have an EC ₅₀ of less than or equal to 10 μΜ, less than or equal to 5 μΜ, less than or equal to 2.5 μΜ, less than or equal to 1 μΜ, less than or equal to 500 nM, less than or equal to 250 nM, less than or equal to 100 nM, or less than or equal to 50 nM. In an embodiment, the mAChR Mi-transfected CHO-Kl cells are transfected with human mAChR M ₁ . In another embodiment, the mAChR Mi-transfected CHO-Kl cells are transfected with rat mAChR M ₁ .

[00197] In an embodiment, the disclosed compounds exhibit potentiation of mAChR Mi response to acetylcholine as an increase in response to non-maximal concentrations of acetylcholine in CHO-Kl cells transfected with a mammalian mAChR Mi in the presence of the compound, compared to the response to acetylcholine in the absence of the compound. For example, CHO-Kl cells can be transfected with human mAChR M ₁ . For example, CHO-Kl cells can be transfected with rat mAChR M ₁ . For example, a compound can exhibit positive allosteric modulation of mAChR Mi with an EC ₅₀ of less than or equal to 10,000 nM, less than or equal to 5,000 nM, less than or equal to 2,500 nM, less than or equal to 1,000 nM, less than or equal to 500 nM, less than or equal to 250 nM, or less than or equal to 100 nM. Alternatively, the disclosed compounds exhibit potentiation of mAChR Mi response to acetylcholine as an increase in response to non-maximal concentrations of acetylcholine in CHO-Kl cells transfected with human mAChR Mi in the presence of the compound, compared to the response to acetylcholine in the absence of the compound. For example, a compound can exhibit positive allosteric modulation of mAChR Mi with an EC ₅₀ of less than or equal to 10,000 nM, less than or equal to 5,000 nM, less than or equal to 2,500 nM, less than or equal to 1,000 nM, less than or equal to 500 nM, less than or equal to 250 nM, less than or equal to 100 nM, or less than or equal to 50 nM.

[00198] In an embodiment, the disclosed compounds exhibit positive allosteric modulation of mAChR Mi response to acetylcholine as an increase in response to non-maximal concentrations of acetylcholine in CHO-Kl cells transfected with a mAChR Mi in the presence of the compound, compared to the response to acetylcholine in the absence of the compound. For example, the disclosed compounds may exhibit positive allosteric modulation of the mAChR Mi response to acetylcholine with an EC ₅₀ of less than or equal to 10,000 nM, less than or equal to 5,000 nM, less than or equal to 2,500 nM, less than or equal to 1,000 nM, less than or equal to 500 nM, less than or equal to 250 nM, or less than or equal to 100 nM. In an embodiment, the EC ₅₀ for positive allosteric modulation is determined in CHO-Kl cells are transfected with a mAChR Mi. In another embodiment, the CHO-K1 cells are transfected with a human mAChR Mi. In another embodiment, the CHO-K1 cells are transfected with a rat mAChR Mi.

[00199] In an embodiment, the compounds activate mAChR Mi response in mAChR Mi - transfected CHO-K1 cells with an EC ₅₀ less than the EC ₅₀ for one or more of mAChR M ₂ , mAChR M ₃ , mAChR M ₄ , or mAChR M ₅ response in mAChR M ₂ , M ₃ , M ₄ or M ₅ -transfected CHO-K1 cells. That is, the disclosed compounds can have selectivity for the mAChR Mi receptor vis-a-vis one or more of the mAChR M ₂ , M ₃ , M ₄ or M ₅ receptors. For example, the disclosed compounds can activate mAChR Mi response with an EC ₅₀ of at least 5-fold less than that for mAChR M ₂ , at least 10-fold less than that for mAChR M ₂ , at least 20-fold less than that for mAChR M ₂ , at least 30-fold less than that for mAChR M ₂ , at least 50-fold less than that for mAChR M ₂ , or at least 100-fold less than that for mAChR M ₂ . In another embodiment, the disclosed compounds can activate mAChR Mi response with an EC ₅₀ of at least 5-fold less than that for mAChR M ₃ , at least 10-fold less than that for mAChR M ₃ , at least 20-fold less than that for M ₃ , at least 30-fold less than that for mAChR M ₃ , at least 50-fold less than that for mAChR M ₃ , or at least 100-fold less than that for mAChR M ₃ . In another embodiment, the disclosed compounds can activate mAChR Mi response with an EC ₅₀ of at least 5-fold less than that for mAChR M ₄ , at least 10-fold less than that for mAChR M ₄ , at least 20-fold less than that for M ₄ , at least 30-fold less than that for mAChR M ₄ , at least 50-fold less than that for mAChR M ₄ , or at least 100-fold less than that for mAChR M ₄ . In another embodiment, the disclosed compounds can activate mAChR Mi response with an EC ₅₀ of at least 5-fold less than that for mAChR M ₅ , at least 10-fold less than that for mAChR M ₅ , at least 20-fold less than that for mAChR M ₅ , at least 30-fold less than that for mAChR M ₅ , at least 50-fold less than that for mAChR M ₅ , or at least 100-fold less than that for mAChR M ₅ . In another embodiment, the disclosed compounds can activate mAChR Mi response with an EC ₅₀ of at least 5-fold less than that for the mAChR M ₂ , M ₃ , M ₄ or M ₅ receptors, at least 10-fold less than that for the mAChR M ₂ , M ₃ , M ₄ or M ₅ receptors, at least 20-fold less than that for the mAChR M ₂ , M ₃ , M ₄ or M ₅ receptors, at least 30- fold less than that for the mAChR M ₂ , M ₃ , M ₄ or M ₅ receptors, at least 50-fold less than that for the mAChR M ₂ , M ₃ , M ₄ or M ₅ receptors, or at least 100-fold less than that for the mAChR M ₂ , M ₃ , M ₄ or M ₅ receptors. In another embodiment, the compound activates mAChR Mi response in mAChR Mi-transfected CHO-K1 cells and is inactive for one or more of mAChR Mi, mAChR M ₃ , mAChR M ₄ , or mAChR M ₅ response in mAChR M ₂ , M ₃ , M ₄ or M ₅ -transfected CHO-K1 cells.

[00200] In an embodiment, the compounds activate mAChR Mi response in Mi-transfected CHO-K1 cells with an EC ₅₀ of less than or equal to 10 μΜ and exhibits a selectivity for the Mi receptor vis-a-vis one or more of the mAChR M ₂ , M ₃ , M ₄ or M ₅ receptors. For example, the compounds can have an EC ₅₀ of less than or equal to 10 μΜ, less than or equal to 5 μΜ, less than or equal to 2.5 μΜ, less than or equal to 1 μΜ, less than or equal to 500 nM, less than or equal to 250 nM, less than or equal to 100 nM, or less than or equal to 50 nM; and the compounds can also activate mAChR Mi response with an EC ₅₀ of at least 5-fold less than that for mAChR M ₂ , at least 10-fold less than that for mAChR M ₂ , at least 20-fold less than that for mAChR M ₂ , at least 30-fold less than that for mAChR M ₂ , or at least 50-fold less than that for mAChR M ₂ . In another embodiment, the compounds can have an EC ₅₀ of less than or equal to 10 μΜ, less than or equal to 5 μΜ, less than or equal to 2.5 μΜ, less than or equal to 1 μΜ, less than or equal to 500 nM, less than or equal to 250 nM, less than or equal to 100 nM, or less than or equal to 50 nM; and the compounds can also activate mAChR Mi response with an EC ₅₀ of at least 5-fold less than that for mAChR M ₃ , at least 10-fold less than that for mAChR M ₃ , at least 20-fold less than that for mAChR M ₃ , at least 30-fold less than that for mAChR M ₃ , or at least 50-fold less than that for mAChR M ₃ . In another embodiment, the compounds can have an EC ₅₀ of less than or equal to 10 μΜ, less than or equal to 5 μΜ, less than or equal to 2.5 μΜ, less than or equal to 1 μΜ, less than or equal to 500 nM, less than or equal to 250 nM, less than or equal to 100 nM, or less than or equal to 50 nM; and the compounds can also activate mAChR Mi response with an EC ₅₀ of at least 5-fold less than that for mAChR M ₄ , of at least 10-fold less than that for mAChR M ₄ , of at least 20-fold less than that for mAChR M ₄ , of at least 30-fold less than that for mAChR M ₄ , or at least 50-fold less than that for mAChR M ₄ . In another embodiment, the compound can have an EC ₅₀ of less than or equal to 10 μΜ, less than or equal to 5 μΜ, less than or equal to 2.5 μΜ, less than or equal to 1 μΜ, less than or equal to 500 nM, less than or equal to 250 nM, less than or equal to 100 nM, or less than or equal to 50 nM; and the compounds can also activate mAChR Mi response with an EC ₅₀ of at least 5-fold less than that for mAChR M ₅ , of at least 10-fold less than that for mAChR M ₅ , of at least 20-fold less than that for mAChR M ₅ , of at least 30-fold less than that for mAChR M ₅ , or at least 50-fold less than that for mAChR M ₅ . In another embodiment, the compounds can have an EC ₅₀ of less than or equal to 10 μΜ, less than or equal to 5 μΜ, less than or equal to 2.5 μΜ, less than or equal to 1 μΜ, less than or equal to 500 nM, less than or equal to 250 nM, less than or equal to 100 nM, or less than or equal to 50 nM; and the compounds can also activate mAChR Mi response with an EC ₅₀ of at least 5-fold less than that for the mAChR M ₂ , M ₃ , M ₄ or M ₅ receptors, at least 10-fold less than that for the mAChR M ₂ , M ₃ , M ₄ or M ₅ receptors, at least 20-fold less than that for the mAChR M ₂ , M ₃ , M ₄ or M ₅ receptors, at least 30-fold less than that for the mAChR M ₂ , M ₃ , M ₄ or M ₅ receptors, or at least 50-fold less than that for the mAChR M ₂ , M ₃ , M ₄ or M ₅ receptors.

[00201] The disclosed compounds may exist as pharmaceutically acceptable salts. The term "pharmaceutically acceptable salt" refers to salts or zwitterions of the compounds which are water or oil-soluble or dispersible, suitable for treatment of disorders without undue toxicity, irritation, and allergic response, commensurate with a reasonable benefit/risk ratio and effective for their intended use. The salts may be prepared during the final isolation and purification of the compounds or separately by reacting an amino group of the compounds with a suitable acid. For example, a compound may be dissolved in a suitable solvent, such as but not limited to methanol and water and treated with at least one equivalent of an acid, like hydrochloric acid. The resulting salt may precipitate out and be isolated by filtration and dried under reduced pressure. Alternatively, the solvent and excess acid may be removed under reduced pressure to provide a salt. Representative salts include acetate, adipate, alginate, citrate, aspartate, benzoate, benzenesulfonate, bisulfate, butyrate, camphorate, camphorsulfonate, digluconate,

glycerophosphate, hemisulfate, heptanoate, hexanoate, formate, isethionate, fumarate, lactate, maleate, methanesulfonate, naphthylenesulfonate, nicotinate, oxalate, pamoate, pectinate, persulfate, 3-phenylpropionate, picrate, oxalate, maleate, pivalate, propionate, succinate, tartrate, trichloroacetate, trifluoroacetate, glutamate, para-toluenesulfonate, undecanoate, hydrochloric, hydrobromic, sulfuric, phosphoric and the like. The amino groups of the compounds may also be quaternized with alkyl chlorides, bromides and iodides such as methyl, ethyl, propyl, isopropyl, butyl, lauryl, myristyl, stearyl and the like.

[00202] Basic addition salts may be prepared during the final isolation and purification of the disclosed compounds by reaction of a carboxyl group with a suitable base such as the hydroxide, carbonate, or bicarbonate of a metal cation such as lithium, sodium, potassium, calcium, magnesium, or aluminum, or an organic primary, secondary, or tertiary amine. Quaternary amine salts can be prepared, such as those derived from methylamine, dimethylamine, trimethylamine, triethylamine, diethylamine, ethylamine, tributylamine, pyridine, N,N-dimethylaniline, N- methylpiperidine, N-methylmorpholine, dicyclohexylamine, procaine, dibenzylamine, N,N- dibenzylphenethylamine, 1-ephenamine and N,A^-dibenzylethylenediamine, ethylenediamine, ethanolamine, diethanolamine, piperidine, piperazine, and the like,

b. General Synthesis

[00203] Compounds of formula (I) may be prepared by synthetic processes or by metabolic processes. Preparation of the compounds by metabolic processes includes those occurring in the human or animal body (in vivo) or processes occurring in vitro.

[00204] Compounds of formula (I), wherein the groups X, Y, Z, L, A ¹ , R ¹ , R ² , M, and A ² have the meanings as set forth in the Summary of the Invention unless otherwise noted, can be synthesized as shown in Schemes 1-7.

[00205] Abbreviations which have been used in the descriptions of the Schemes that follow are: mCPBA for weto-chloroperbenzoic acid; DMCC for dimethylcarbamoyl chloride; DMF for dimethylformamide; dppf for l,l '-bis(diphenylphosphino)ferrocene; HATU for 1- [bis(dimethylamino)methylene]-lH-l,2,3-triazolo[4,5-b]pyridi nium 3-oxid hexafluorophosphate.

Scheme 1. S nthesis of intermediate iii

[00206] As shown in Scheme 1, intermediate iii can be prepared from pyridine derivative i, wherein X, Y, Z, and R ¹ are as defined in the Summary of the Invention. Oxidation of i, can result in formation of N-oxide ii. Installation of the nitrile can be achieved to afford intermediate

111.

Scheme 2. Synthesis of intermediate vii

VII [00207] Scheme 2 illustrates the conversion of iii to intermediate vii, wherein L is O and A ¹ is Cyc ² -Q-Cyc ³ . Intermediate iii can be coupled with iv, wherein Cyc ² is as defined in the

Summary of the Invention, to form intermediate v. Intermediate v can then participate in a Suzuki coupling with vi, wherein Cyc ³ is as defined in the Summary of the Invention and Q is a bond, to provide intermediate vii.

Scheme 3. S nthesis of intermediate ix

IX

[00208] Scheme 3 depicts the preparation of intermediate ix, wherein L is O. Intermediate iii can be coupled with viii, wherein A ¹ is as defined in the Summary of the Invention, to provide intermediate ix.

Scheme 4. Synthesis of intermediate xii

XII

[00209] Scheme 4 demonstrates the conversion of iii to intermediate xii. Intermediate iii can be reacted with bis(pinacoloto)diboron to provide boronic ester x. Boronic ester x can be coupled with xi, wherein L and A ¹ are as defined in the Summary of the Invention, to give intermediate xii.

Scheme 5. Synthesis of intermediate xiv

[00210] Scheme 5 demonstrates the conversion of xii to intermediate xiv. The nitrile- containing intermediate xii can be treated with strong base to yield primary amide xiii. Amide xiii can be hydrolyzed in the presence of concentrated hydrochloric acid to provide intermediate

XIV.

Scheme 6. Synthesis of intermediate xiv

XI I XIV

[00211] Scheme 6 shows an alternative conversion of xii to intermediate xiv. Conversion can be achieved in one step in the presence of strong base and elevated temperatures to afford intermediate xiv.

Scheme 7. S nthesis of the compound of formula I)

XIV (I)

[00212] Scheme 7 illustrates preparation of the compound of formula (I) from intermediate xiv. Intermediate xiv can be coupled with amine xv, wherein R ² , M, and A ² are as defined in the Summary of the Invention, to afford the compound of formula (I).

[00213] The compounds and intermediates may be isolated and purified by methods well- known to those skilled in the art of organic synthesis. Examples of conventional methods for isolating and purifying compounds can include, but are not limited to, chromatography on solid supports such as silica gel, alumina, or silica derivatized with alkylsilane groups, by

recrystallization at high or low temperature with an optional pretreatment with activated carbon, thin-layer chromatography, distillation at various pressures, sublimation under vacuum, and trituration, as described for instance in "Vogel's Textbook of Practical Organic Chemistry," 5th edition (1989), by Furniss, Hannaford, Smith, and Tatchell, pub. Longman Scientific &

Technical, Essex CM20 2JE, England. [00214] A disclosed compound may have at least one basic nitrogen whereby the compound can be treated with an acid to form a desired salt. For example, a compound may be reacted with an acid at or above room temperature to provide the desired salt, which is deposited, and collected by filtration after cooling. Examples of acids suitable for the reaction include, but are not limited to tartaric acid, lactic acid, succinic acid, as well as mandelic, atrolactic,

methanesulfonic, ethanesulfonic, toluenesulfonic, naphthalenesulfonic, benzenesulfonic, carbonic, fumaric, maleic, gluconic, acetic, propionic, salicylic, hydrochloric, hydrobromic, phosphoric, sulfuric, citric, hydroxybutyric, camphorsulfonic, malic, phenylacetic, aspartic, or glutamic acid, and the like.

[00215] Reaction conditions and reaction times for each individual step can vary depending on the particular reactants employed and substituents present in the reactants used. Specific procedures are provided in the Examples section. Reactions can be worked up in the

conventional manner, e.g. by eliminating the solvent from the residue and further purified according to methodologies generally known in the art such as, but not limited to, crystallization, distillation, extraction, trituration and chromatography. Unless otherwise described, the starting materials and reagents are either commercially available or can be prepared by one skilled in the art from commercially available materials using methods described in the chemical literature. Starting materials, if not commercially available, can be prepared by procedures selected from standard organic chemical techniques, techniques that are analogous to the synthesis of known, structurally similar compounds, or techniques that are analogous to the above described schemes or the procedures described in the synthetic examples section.

[00216] Routine experimentations, including appropriate manipulation of the reaction conditions, reagents and sequence of the synthetic route, protection of any chemical functionality that cannot be compatible with the reaction conditions, and deprotection at a suitable point in the reaction sequence of the method are included in the scope of the invention. Suitable protecting groups and the methods for protecting and deprotecting different substituents using such suitable protecting groups are well known to those skilled in the art; examples of which can be found in PGM Wuts and TW Greene, in Greene's book titled Protective Groups in Organic Synthesis (4 ^th ed.), John Wiley & Sons, NY (2006), which is incorporated herein by reference in its entirety. Synthesis of the compounds of the invention can be accomplished by methods analogous to those described in the synthetic schemes described hereinabove and in specific examples. [00217] When an optically active form of a disclosed compound is required, it can be obtained by carrying out one of the procedures described herein using an optically active starting material (prepared, for example, by asymmetric induction of a suitable reaction step), or by resolution of a mixture of the stereoisomers of the compound or intermediates using a standard procedure (such as chromatographic separation, recrystallization or enzymatic resolution).

[00218] Similarly, when a pure geometric isomer of a compound is required, it can be obtained by carrying out one of the above procedures using a pure geometric isomer as a starting material, or by resolution of a mixture of the geometric isomers of the compound or

intermediates using a standard procedure such as chromatographic separation.

[00219] It can be appreciated that the synthetic schemes and specific examples as described are illustrative and are not to be read as limiting the scope of the invention as it is defined in the appended claims. All alternatives, modifications, and equivalents of the synthetic methods and specific examples are included within the scope of the claims.

3. Pharmaceutical Compositions

[00220] The disclosed compounds may be incorporated into pharmaceutical compositions suitable for administration to a subject (such as a patient, which may be a human or non-human). The disclosed compounds may also be provided as formulations, such as spray-dried dispersion formulations.

[00221] The pharmaceutical compositions and formulations may include a "therapeutically effective amount" or a "prophylactically effective amount" of the agent. A "therapeutically effective amount" refers to an amount effective, at dosages and for periods of time necessary, to achieve the desired therapeutic result. A therapeutically effective amount of the composition may be determined by a person skilled in the art and may vary according to factors such as the disease state, age, sex, and weight of the individual, and the ability of the composition to elicit a desired response in the individual. A therapeutically effective amount is also one in which any toxic or detrimental effects of a compound of the disclosure (e.g., a compound of formula (I)) are outweighed by the therapeutically beneficial effects. A "prophylactically effective amount" refers to an amount effective, at dosages and for periods of time necessary, to achieve the desired prophylactic result. Typically, since a prophylactic dose is used in subjects prior to or at an earlier stage of disease, the prophylactically effective amount will be less than the therapeutically effective amount. [00222] For example, a therapeutically effective amount of a compound of formula (I), may be about 1 mg/kg to about 1000 mg/kg, about 5 mg/kg to about 950 mg/kg, about 10 mg/kg to about 900 mg/kg, about 15 mg/kg to about 850 mg/kg, about 20 mg/kg to about 800 mg/kg, about 25 mg/kg to about 750 mg/kg, about 30 mg/kg to about 700 mg/kg, about 35 mg/kg to about 650 mg/kg, about 40 mg/kg to about 600 mg/kg, about 45 mg/kg to about 550 mg/kg, about 50 mg/kg to about 500 mg/kg, about 55 mg/kg to about 450 mg/kg, about 60 mg/kg to about 400 mg/kg, about 65 mg/kg to about 350 mg/kg, about 70 mg/kg to about 300 mg/kg, about 75 mg/kg to about 250 mg/kg, about 80 mg/kg to about 200 mg/kg, about 85 mg/kg to about 150 mg/kg, and about 90 mg/kg to about 100 mg/kg.

[00223] The pharmaceutical compositions and formulations may include pharmaceutically acceptable carriers. The term "pharmaceutically acceptable carrier," as used herein, means a nontoxic, inert solid, semi-solid or liquid filler, diluent, encapsulating material or formulation auxiliary of any type. Some examples of materials which can serve as pharmaceutically acceptable carriers are sugars such as, but not limited to, lactose, glucose and sucrose; starches such as, but not limited to, corn starch and potato starch; cellulose and its derivatives such as, but not limited to, sodium carboxymethyl cellulose, ethyl cellulose and cellulose acetate; powdered tragacanth; malt; gelatin; talc; excipients such as, but not limited to, cocoa butter and suppository waxes; oils such as, but not limited to, peanut oil, cottonseed oil, safflower oil, sesame oil, olive oil, corn oil and soybean oil; glycols; such as propylene glycol; esters such as, but not limited to, ethyl oleate and ethyl laurate; agar; buffering agents such as, but not limited to, magnesium hydroxide and aluminum hydroxide; alginic acid; pyrogen-free water; isotonic saline; Ringer's solution; ethyl alcohol, and phosphate buffer solutions, as well as other non-toxic compatible lubricants such as, but not limited to, sodium lauryl sulfate and magnesium stearate, as well as coloring agents, releasing agents, coating agents, sweetening, flavoring and perfuming agents, preservatives and antioxidants can also be present in the composition, according to the judgment of the formulator.

[00224] Thus, the compounds and their physiologically acceptable salts and solvates may be formulated for administration by, for example, solid dosing, eye drop, in a topical oil-based formulation, injection, inhalation (either through the mouth or the nose), implants, or oral, buccal, parenteral, or rectal administration. Techniques and formulations may generally be found in "Remington's Pharmaceutical Sciences," (Meade Publishing Co., Easton, Pa.). Therapeutic compositions must typically be sterile and stable under the conditions of manufacture and storage.

[00225] The route by which the disclosed compounds are administered and the form of the composition will dictate the type of carrier to be used. The composition may be in a variety of forms, suitable, for example, for systemic administration (e.g., oral, rectal, nasal, sublingual, buccal, implants, or parenteral) or topical administration (e.g., dermal, pulmonary, nasal, aural, ocular, liposome delivery systems, or iontophoresis).

[00226] Carriers for systemic administration typically include at least one of diluents, lubricants, binders, disintegrants, colorants, flavors, sweeteners, antioxidants, preservatives, glidants, solvents, suspending agents, wetting agents, surfactants, combinations thereof, and others. All carriers are optional in the compositions.

[00227] Suitable diluents include sugars such as glucose, lactose, dextrose, and sucrose; diols such as propylene glycol; calcium carbonate; sodium carbonate; sugar alcohols, such as glycerin; mannitol; and sorbitol. The amount of diluent(s) in a systemic or topical composition is typically about 50 to about 90%.

[00228] Suitable lubricants include silica, talc, stearic acid and its magnesium salts and calcium salts, calcium sulfate; and liquid lubricants such as polyethylene glycol and vegetable oils such as peanut oil, cottonseed oil, sesame oil, olive oil, corn oil and oil of theobroma. The amount of lubricant(s) in a systemic or topical composition is typically about 5 to about 10%.

[00229] Suitable binders include polyvinyl pyrrolidone; magnesium aluminum silicate;

starches such as corn starch and potato starch; gelatin; tragacanth; and cellulose and its derivatives, such as sodium carboxymethylcellulose, ethyl cellulose, methylcellulose, microcrystalline cellulose, and sodium carboxymethylcellulose. The amount of binder(s) in a systemic composition is typically about 5 to about 50%.

[00230] Suitable disintegrants include agar, alginic acid and the sodium salt thereof, effervescent mixtures, croscarmellose, crospovidone, sodium carboxymethyl starch, sodium starch glycolate, clays, and ion exchange resins. The amount of disintegrant(s) in a systemic or topical composition is typically about 0.1 to about 10%.

[00231] Suitable colorants include a colorant such as an FD&C dye. When used, the amount of colorant in a systemic or topical composition is typically about 0.005 to about 0.1%. [00232] Suitable flavors include menthol, peppermint, and fruit flavors. The amount of flavor(s), when used, in a systemic or topical composition is typically about 0.1 to about 1.0%.

[00233] Suitable sweeteners include aspartame and saccharin. The amount of sweetener(s) in a systemic or topical composition is typically about 0.001 to about 1%.

[00234] Suitable antioxidants include butylated hydroxyanisole ("BHA"), butylated hydroxytoluene ("BHT"), and vitamin E. The amount of antioxidant(s) in a systemic or topical composition is typically about 0.1 to about 5%.

[00235] Suitable preservatives include benzalkonium chloride, methyl paraben and sodium benzoate. The amount of preservative(s) in a systemic or topical composition is typically about

0.01 to about 5%.

[00236] Suitable glidants include silicon dioxide. The amount of glidant(s) in a systemic or topical composition is typically about 1 to about 5%.

[00237] Suitable solvents include water, isotonic saline, ethyl oleate, glycerine, hydroxylated castor oils, alcohols such as ethanol, and phosphate buffer solutions. The amount of solvent(s) in a systemic or topical composition is typically from about 0 to about 100%.

[00238] Suitable suspending agents include AVICEL RC-591 (from FMC Corporation of Philadelphia, PA) and sodium alginate. The amount of suspending agent(s) in a systemic or topical composition is typically about 1 to about 8%.

[00239] Suitable surfactants include lecithin, Polysorbate 80, and sodium lauryl sulfate, and the TWEENS from Atlas Powder Company of Wilmington, Delaware. Suitable surfactants include those disclosed in the C.T.F.A. Cosmetic Ingredient Handbook, 1992, pp.587-592; Remington's Pharmaceutical Sciences, 15th Ed. 1975, pp. 335-337; and McCutcheon's Volume

1, Emulsifiers & Detergents, 1994, North American Edition, pp. 236-239. The amount of surfactant(s) in the systemic or topical composition is typically about 0.1% to about 5%.

[00240] Although the amounts of components in the systemic compositions may vary depending on the type of systemic composition prepared, in general, systemic compositions include 0.01% to 50% of an active compound (e.g., a compound of formula (I)) and 50% to 99.99%) of one or more carriers. Compositions for parenteral administration typically include 0.1%) to 10%) of actives and 90% to 99.9% of a carrier including a diluent and a solvent.

[00241] Compositions for oral administration can have various dosage forms. For example, solid forms include tablets, capsules, granules, and bulk powders. These oral dosage forms include a safe and effective amount, usually at least about 5%, and more particularly from about 25% to about 50% of actives. The oral dosage compositions include about 50% to about 95% of carriers, and more particularly, from about 50% to about 75%.

[00242] Tablets can be compressed, tablet triturates, enteric-coated, sugar-coated, film-coated, or multiple-compressed. Tablets typically include an active component, and a carrier comprising ingredients selected from diluents, lubricants, binders, disintegrants, colorants, flavors, sweeteners, glidants, and combinations thereof. Specific diluents include calcium carbonate, sodium carbonate, mannitol, lactose and cellulose. Specific binders include starch, gelatin, and sucrose. Specific disintegrants include alginic acid and croscarmellose. Specific lubricants include magnesium stearate, stearic acid, and talc. Specific colorants are the FD&C dyes, which can be added for appearance. Chewable tablets preferably contain sweeteners such as aspartame and saccharin, or flavors such as menthol, peppermint, fruit flavors, or a combination thereof.

[00243] Capsules (including implants, time release and sustained release formulations) typically include an active compound (e.g., a compound of formula (I)), and a carrier including one or more diluents disclosed above in a capsule comprising gelatin. Granules typically comprise a disclosed compound, and preferably glidants such as silicon dioxide to improve flow characteristics. Implants can be of the biodegradable or the non-biodegradable type.

[00244] The selection of ingredients in the carrier for oral compositions depends on secondary considerations like taste, cost, and shelf stability, which are not critical for the purposes of this invention.

[00245] Solid compositions may be coated by conventional methods, typically with pH or time-dependent coatings, such that a disclosed compound is released in the gastrointestinal tract in the vicinity of the desired application, or at various points and times to extend the desired action. The coatings typically include one or more components selected from the group consisting of cellulose acetate phthalate, polyvinyl acetate phthalate, hydroxypropyl methyl cellulose phthalate, ethyl cellulose, EUDRAGIT® coatings (available from Evonik Industries of Essen, Germany), waxes and shellac.

[00246] Compositions for oral administration can have liquid forms. For example, suitable liquid forms include aqueous solutions, emulsions, suspensions, solutions reconstituted from non-effervescent granules, suspensions reconstituted from non-effervescent granules,

effervescent preparations reconstituted from effervescent granules, elixirs, tinctures, syrups, and the like. Liquid orally administered compositions typically include a disclosed compound and a carrier, namely, a carrier selected from diluents, colorants, flavors, sweeteners, preservatives, solvents, suspending agents, and surfactants. Peroral liquid compositions preferably include one or more ingredients selected from colorants, flavors, and sweeteners.

[00247] Other compositions useful for attaining systemic delivery of the subject compounds include sublingual, buccal and nasal dosage forms. Such compositions typically include one or more of soluble filler substances such as diluents including sucrose, sorbitol and mannitol; and binders such as acacia, microcrystalline cellulose, carboxymethyl cellulose, and hydroxypropyl methylcellulose. Such compositions may further include lubricants, colorants, flavors, sweeteners, antioxidants, and glidants.

[00248] The disclosed compounds can be topically administered. Topical compositions that can be applied locally to the skin may be in any form including solids, solutions, oils, creams, ointments, gels, lotions, shampoos, leave-on and rinse-out hair conditioners, milks, cleansers, moisturizers, sprays, skin patches, and the like. Topical compositions include: a disclosed compound (e.g., a compound of formula (I)), and a carrier. The carrier of the topical composition preferably aids penetration of the compounds into the skin. The carrier may further include one or more optional components.

[00249] The amount of the carrier employed in conjunction with a disclosed compound is sufficient to provide a practical quantity of composition for administration per unit dose of the compound. Techniques and compositions for making dosage forms useful in the methods of this invention are described in the following references: Modern Pharmaceutics, Chapters 9 and 10, Banker & Rhodes, eds. (1979); Lieberman et al., Pharmaceutical Dosage Forms: Tablets (1981); and Ansel, Introduction to Pharmaceutical Dosage Forms, 2nd Ed., (1976).

[00250] A carrier may include a single ingredient or a combination of two or more ingredients. In the topical compositions, the carrier includes a topical carrier. Suitable topical carriers include one or more ingredients selected from phosphate buffered saline, isotonic water, deionized water, monofunctional alcohols, symmetrical alcohols, aloe vera gel, allantoin, glycerin, vitamin A and E oils, mineral oil, propylene glycol, PPG-2 myristyl propionate, dimethyl isosorbide, castor oil, combinations thereof, and the like. More particularly, carriers for skin applications include propylene glycol, dimethyl isosorbide, and water, and even more particularly, phosphate buffered saline, isotonic water, deionized water, monofunctional alcohols, and symmetrical alcohols.

[00251] The carrier of a topical composition may further include one or more ingredients selected from emollients, propellants, solvents, humectants, thickeners, powders, fragrances, pigments, and preservatives, all of which are optional.

[00252] Suitable emollients include stearyl alcohol, glyceryl monoricinoleate, glyceryl monostearate, propane- 1,2-diol, butane- 1, 3 -diol, mink oil, cetyl alcohol, isopropyl isostearate, stearic acid, isobutyl palmitate, isocetyl stearate, oleyl alcohol, isopropyl laurate, hexyl laurate, decyl oleate, octadecan-2-ol, isocetyl alcohol, cetyl palmitate, di-n-butyl sebacate, isopropyl myristate, isopropyl palmitate, isopropyl stearate, butyl stearate, polyethylene glycol, triethylene glycol, lanolin, sesame oil, coconut oil, arachis oil, castor oil, acetylated lanolin alcohols, petroleum, mineral oil, butyl myristate, isostearic acid, palmitic acid, isopropyl linoleate, lauryl lactate, myristyl lactate, decyl oleate, myristyl myristate, and combinations thereof. Specific emollients for skin include stearyl alcohol and polydimethylsiloxane. The amount of emollient(s) in a skin-based topical composition is typically about 5% to about 95%.

[00253] Suitable propellants include propane, butane, isobutane, dimethyl ether, carbon dioxide, nitrous oxide, and combinations thereof. The amount of propellant(s) in a topical composition is typically about 0% to about 95%.

[00254] Suitable solvents include water, ethyl alcohol, methylene chloride, isopropanol, castor oil, ethylene glycol monoethyl ether, diethylene glycol monobutyl ether, diethylene glycol monoethyl ether, dimethylsulfoxide, dimethyl formamide, tetrahydrofuran, and combinations thereof. Specific solvents include ethyl alcohol and homotopic alcohols. The amount of solvent(s) in a topical composition is typically about 0% to about 95%.

[00255] Suitable humectants include glycerin, sorbitol, sodium 2-pyrrolidone-5-carboxylate, soluble collagen, dibutyl phthalate, gelatin, and combinations thereof. Specific humectants include glycerin. The amount of humectant(s) in a topical composition is typically 0% to 95%.

[00256] The amount of thickener(s) in a topical composition is typically about 0% to about 95%.

[00257] Suitable powders include beta-cyclodextrins, hydroxypropyl cyclodextrins, chalk, talc, fullers earth, kaolin, starch, gums, colloidal silicon dioxide, sodium polyacrylate, tetra alkyl ammonium smectites, trialkyl aryl ammonium smectites, chemically-modified magnesium aluminum silicate, organically-modified montmorillonite clay, hydrated aluminum silicate, fumed silica, carboxyvinyl polymer, sodium carboxymethyl cellulose, ethylene glycol monostearate, and combinations thereof. The amount of powder(s) in a topical composition is typically 0% to 95%.

[00258] The amount of fragrance in a topical composition is typically about 0% to about 0.5%, particularly, about 0.001% to about 0.1%.

[00259] Suitable pH adjusting additives include HC1 or NaOH in amounts sufficient to adjust the pH of a topical pharmaceutical composition.

a. Spray-Dried Dispersion Formulations

[00260] The disclosed compounds may be formulated as a spray-dried dispersion (SDD). An SDD is a single-phase, amorphous molecular dispersion of a drug in a polymer matrix. It is a solid solution with the compound molecularly "dissolved" in a solid matrix. SDDs are obtained by dissolving drug and a polymer in an organic solvent and then spray-drying the solution. The use of spray drying for pharmaceutical applications can result in amorphous dispersions with increased solubility of Biopharmaceutics Classification System (BCS) class II (high

permeability, low solubility) and class IV (low permeability, low solubility) drugs. Formulation and process conditions are selected so that the solvent quickly evaporates from the droplets, thus allowing insufficient time for phase separation or crystallization. SDDs have demonstrated long- term stability and manufacturability. For example, shelf lives of more than 2 years have been demonstrated with SDDs. Advantages of SDDs include, but are not limited to, enhanced oral bioavailability of poorly water-soluble compounds, delivery using traditional solid dosage forms (e.g., tablets and capsules), a reproducible, controllable and scalable manufacturing process and broad applicability to structurally diverse insoluble compounds with a wide range of physical properties.

[00261] Thus, in one embodiment, the disclosure may provide a spray-dried dispersion formulation comprising a compound of formula (I).

4. Methods of Treatment

[00262] The disclosed compounds may be used in methods for treatment of mAChR Mi related medical disorders and/or diseases. The methods of treatment may comprise administering to a subject in need of such treatment a composition comprising a therapeutically effective amount of the compound of formula (I). [00263] The compounds can be administered to a subject in need thereof to modulate mAChR Mi, for a variety of diverse biological processes. The present disclosure is directed to methods for administering the composition to potentiate mAChR Mi, a GPCR whose dysfunction is associated with neurological and psychiatric disorders, for example.

[00264] The compounds may be useful for treating and preventing certain diseases and disorders in humans and animals related to mAChR Mi dysfunction. Treatment or prevention of such diseases and disorders can be effected by modulating mAChR Mi in a subject, by administering a compound or composition of the disclosure, either alone or in combination with another active agent as part of a therapeutic regimen to a subject in need thereof.

[00265] In combination therapy, the other drug(s) can be administered by a route and in an amount commonly used therefore, contemporaneously or sequentially with a disclosed compound. When a disclosed compound is used contemporaneously with one or more other drugs, a pharmaceutical composition in unit dosage form containing such drugs and the disclosed compound is preferred. However, the combination therapy can also be administered on overlapping schedules. It is also envisioned that the combination of one or more active ingredients and a disclosed compound can be more efficacious than either as a single agent.

[00266] In an embodiment, the compounds can be coadministered with anti -Alzheimer's agents, beta-secretase inhibitors, gamma-secretase inhibitors, orthosteric muscarinic agonists, muscarinic potentiators, cholinesterase inhibitors, HMG-CoA reductase inhibitors, NSAIDs and anti-amyloid antibodies. In a further aspect, the compounds can be administered in combination with sedatives, hypnotics, anxiolytics, antipsychotics (typical and atypical), selective serotonin reuptake inhibitors (SSRIs), monoamine oxidase inhibitors (MAOIs), 5-HT2 antagonists, GlyTl inhibitors and the like such as, but not limited to: risperidone, clozapine, haloperidol, fluoxetine, prazepam, xanomeline, lithium, phenobarbitol, and salts thereof and combinations thereof.

[00267] The compounds may be useful for treating a disease or disorder associated with dysfunction of mAChR Mi, wherein the disease or disorder is selected from at least one of Alzheimer's disease, a sleep disorder, a pain disorder, a cognitive disorder, psychosis, schizophrenia, conduct disorder, disruptive behavior disorder, bipolar disorder, psychotic episodes of anxiety, anxiety associated with psychosis, psychotic mood disorders, severe major depressive disorder, mood disorders associated with psychotic disorders, acute mania, depression associated with bipolar disorder, mood disorders associated with schizophrenia, behavioral manifestations of mental retardation, conduct disorder, autistic disorder, movement disorders, Tourette's syndrome, akinetic-rigid syndrome, movement disorders associated with Parkinson's disease, tardive dyskinesia, drug induced and neurodegeneration based dyskinesias, attention deficit hyperactivity disorder, cognitive disorders, dementias, and memory disorders.

[00268] The compounds may be useful for treating a pain disorder, wherein the pain disorder is neuropathic pain, central pain syndrome, postsurgical pain syndrome, bone and joint pain, repetitive motion pain, dental pain, cancer pain, myofascial pain, perioperative pain, chronic pain, dysmennorhea, inflammatory pain, headache, migraine headache, cluster headache, headache, primary hyperalgesia, secondary hyperalgesis, primary allodynia, secondary allodynia, or a combination thereof.

[00269] The compounds disclosed herein are useful for treating, preventing, ameliorating, controlling or reducing the risk of a variety of disorders wherein the patient or subject would benefit from selective positive allosteric modulation of the Mi receptor. In one aspect, a treatment can include selective Mi receptor modulation to an extent effective to affect cholinergic activity. Thus, a disorder can be associated with cholinergic activity, for example cholinergic hypofunction. In one aspect, provided is a method of treating or preventing a disorder in a subject comprising the step of administering to the subject at least one disclosed compound; at least one disclosed pharmaceutical composition; and/or at least one disclosed product in a dosage and amount effective to treat the disorder in the subject.

[00270] Also provided is a method for the treatment of one or more disorders, for which muscarinic receptor activation is predicted to be beneficial, in a subject comprising the step of administering to the subject at least one disclosed compound; at least one disclosed

pharmaceutical composition; and/or at least one disclosed product in a dosage and amount effective to treat the disorder in the subject.

[00271] The disclosure is directed to the use of described chemical compositions to treat diseases or disorders in patients (preferably human) wherein muscarinic receptor activation would be predicted to have a therapeutic effect, such as Alzheimer's disease (both palliative cognitive and disease-modifying), cognitive impairment, schizophrenia, pain disorders

(including acute pain, neuropathic pain and inflammatory pain), and sleep disorders, by administering one or more disclosed compounds or products. [00272] Also provided is a method for the treatment of a disorder in a mammal comprising the step of administering to the mammal at least one disclosed compound, composition, or medicament.

a. Neurological and Psychiatric Disorders

[00273] The disclosed compounds have utility in treating a variety of neurological and psychiatric disorders, including one or more of the following conditions or diseases:

schizophrenia or psychosis including schizophrenia (paranoid, disorganized, catatonic or undifferentiated), schizophreniform disorder, schizoaffective disorder, delusional disorder, brief psychotic disorder, shared psychotic disorder, psychotic disorder due to a general medical condition and substance-induced or drug-induced (phencyclidine, ketamine and other dissociative anesthetics, amphetamine and other psychostimulants and cocaine) psychosis psychotic disorder, psychosis associated with affective disorders, brief reactive psychosis, schizoaffective psychosis, "schizophrenia-spectrum" disorders such as schizoid or schizotypal personality disorders, or illness associated with psychosis (such as major depression, manic depressive (bipolar) disorder, Alzheimer's disease and post-traumatic stress syndrome), including both the positive and the negative symptoms of schizophrenia and other psychoses; cognitive disorders including dementia (associated with Alzheimer's disease, ischemia, multi- infarct dementia, trauma, vascular problems or stroke, HIV disease, Parkinson's disease, Huntington's disease, Pick's disease, Creutzfeldt- Jacob disease, perinatal hypoxia, other general medical conditions or substance abuse); delirium, amnestic disorders or age-related cognitive decline; anxiety disorders including acute stress disorder, agoraphobia, generalized anxiety disorder, obsessive-compulsive disorder, panic attack, panic disorder, post-traumatic stress disorder, separation anxiety disorder, social phobia, specific phobia, substance-induced anxiety disorder and anxiety due to a general medical condition; substance-related disorders and addictive behaviors (including substance-induced delirium, persisting dementia, persisting amnestic disorder, psychotic disorder or anxiety disorder; tolerance, dependence or withdrawal from substances including alcohol, amphetamines, cannabis, cocaine, hallucinogens, inhalants, nicotine, opioids, phencyclidine, sedatives, hypnotics or anxiolytics); obesity, bulimia nervosa and compulsive eating disorders; bipolar disorders, mood disorders including depressive disorders; depression including unipolar depression, seasonal depression and post-partum depression, premenstrual syndrome (PMS) and premenstrual dysphoric disorder (PDD), mood disorders due to a general medical condition, and substance-induced mood disorders; learning disorders, pervasive developmental disorder including autistic disorder, attention disorders including attention-deficit hyperactivity disorder (ADHD) and conduct disorder; MDA receptor-related disorders such as autism, depression, benign forgetfulness, childhood learning disorders and closed head injury; movement disorders, including akinesias and akinetic-rigid syndromes (including Parkinson's disease, drug-induced parkinsonism, post-encephalitic parkinsonism, progressive supranuclear palsy, multiple system atrophy, corticobasal

degeneration, parkinsonism-ALS dementia complex and basal ganglia calcification), medication- induced parkinsonism (such as neuroleptic-induced parkinsonism, neuroleptic malignant syndrome, neuroleptic-induced acute dystonia, neuroleptic-induced acute akathisia, neuroleptic- induced tardive dyskinesia and medication-induced postural tremor), Gilles de La Tourette's syndrome, epilepsy, muscular spasms and disorders associated with muscular spasticity or weakness including tremors; dyskinesias including tremor (such as rest tremor, postural tremor and intention tremor), chorea (such as Sydenham's chorea, Huntington's disease, benign hereditary chorea, neuroacanthocytosis, symptomatic chorea, drug-induced chorea and hemiballism), myoclonus (including generalized myoclonus and focal myoclonus), tics

(including simple tics, complex tics and symptomatic tics),and dystonia (including generalized dystonia such as idiopathic dystonia, drug-induced dystonia, symptomatic dystonia and paroxysmal dystonia, and focal dystonia such as blepharospasm, oromandibular dystonia, spasmodic dysphonia, spasmodic torticollis, axial dystonia, dystonic writer's cramp and hemiplegic dystonia)]; urinary incontinence; neuronal damage including ocular damage, retinopathy or macular degeneration of the eye, tinnitus, hearing impairment and loss, and brain edema; emesis; and sleep disorders including insomnia and narcolepsy.

1. Cognitive Disorders

[00274] The present disclosure provides a method for treating cognitive disorders,

comprising: administering to a patient in need thereof an effective amount of a compound of the present disclosure. Particular cognitive disorders are dementia, delirium, amnestic disorders and age-related cognitive decline. The text revision of the fourth edition of the Diagnostic and Statistical Manual of Mental Disorders (DSM-IV-TR) (2000, American Psychiatric Association, Washington DC) provides a diagnostic tool that includes cognitive disorders including dementia, delirium, amnestic disorders and age-related cognitive decline. As used herein, the term "cognitive disorders" includes treatment of those mental disorders as described in DSM-IV-TR. The skilled artisan will recognize that there are alternative nomenclatures, nosologies and classification systems for mental disorders, and that these systems evolve with medical and scientific progress. Thus the term "cognitive disorders" is intended to include like disorders that are described in other diagnostic sources.

2. Anxiety Disorders

[00275] The present disclosure provides a method for treating anxiety disorders, comprising: administering to a patient in need thereof an effective amount of a compound of the present disclosure. Particular anxiety disorders are generalized anxiety disorder, obsessive-compulsive disorder and panic attack. The text revision of the fourth edition of the Diagnostic and Statistical Manual of Mental Disorders (DSM-IV-TR) (2000, American Psychiatric Association,

Washington DC) provides a diagnostic tool that includes anxiety disorders are generalized anxiety disorder, panic disorder with or without agoraphobia, agoraphobia without history of panic disorder, specific phobia, social phobia, obsessive-compulsive disorder, post-traumatic stress disorder, acute stress disorder, generalized anxiety disorder, anxiety disorder due to a general medical condition, substance-induced anxiety disorder and anxiety disorder not otherwise specified. As used herein, the term "anxiety disorders" includes treatment of those mental disorders as described in DSM-IV-TR. The skilled artisan will recognize that there are alternative nomenclatures, nosologies and classification systems for mental disorders, and that these systems evolve with medical and scientific progress. Thus the term "anxiety disorders" is intended to include like disorders that are described in other diagnostic sources.

3. Alzheimer's Disease

[00276] Alzheimer's disease (AD) is a neurodegenerative disease affecting the elderly, which results in progressive impairment of memory, language skills and severe behavioral deficits. Hallmarks of the disease include degeneration of cholinergic neurons in the cerebral cortex, hippocampus, basal forebrain and other regions of the brain important for memory and cognition. Other hallmarks of AD include neurofibrillary tangles composed of hyperphosphorylated tau and accumulation of amyloid β peptide (Αβ). Αβ is a 39-43 amino acid peptide produced in the brain by proteolytic processing of β-amyloid precursor protein (APP) by the β-amyloid cleaving enzyme (B ACE) and gamma secretase which leads to accumulation of Αβ in the brain, where Αβ 1-40 and 1-42 are the principal aggregate-forming species of Αβ. [00277] Activation of various muscarinic receptors, particularly the Mi subtype, has been proposed as a mechanism to enhance cognition in disorders such as AD. Thus, without wishing to be bound by theory, it is believed that selective positive allosteric modulators of mAChR subtypes that regulate processes involved in cognitive function could prove superior to AChE inhibitors for treatment of AD and related disorders as it is postulated that these compounds would exhibit improved selectivity for specific mAChRs.

[00278] Phase III clinical trials have shown that orthosteric mAChR activators can have efficacy in improving cognitive performance in AD patients. Moreover, data indicate that administration of Mi activators decreases behavioral disturbances, including delusions, hallucinations, outbursts, and other symptoms in patients suffering from neurodegenerative diseases such as Alzheimer's disease. However, dose limiting adverse effects that may be due to lack of mAChR Mi selectivity led to failed launches of previous Mi agonists. In some cases, evidence suggests that mAChR activation also has the potential to be disease-modifying in that these agents may lower Αβ in AD patients. The Mi-selective allosteric agonist TBPB was found to display effects on the processing of APP toward the non-amyloidogenic pathway and decrease Αβ 1-40 and 1-42 production in vitro. These data suggest that selective activation of Mi may provide a novel approach for both symptomatic and disease modifying the treatment of

Alzheimer's disease.

4. Schizophrenia

[00279] Schizophrenia is a debilitating psychiatric disorder characterized by a combination of negative (blunted affect, withdrawal, anhedonia) and positive (paranoia, hallucinations, delusions) symptoms as well as marked cognitive deficits. While schizophrenia remains an idiopathic disorder, it appears to be produced by a complex interaction of biological,

environmental, and genetic factors. Over 40 years ago it was found that phencyclidine (PCP) induces a psychotic state in humans that is very similar to that observed in schizophrenic patients. The finding that the main mode of action of PCP is that of a non-competitive antagonist of the N-methyl-D-aspartate (NMDA) subtype of ionotropic glutamate receptor stimulated a series of studies that have led to the development of the NMDA receptor hypofunction model of schizophrenia.

[00280] The present disclosure provides a method for treating schizophrenia or psychosis comprising: administering to a patient in need thereof an effective amount of a compound of the present disclosure. Particular schizophrenia or psychosis pathologies are paranoid, disorganized, catatonic or undifferentiated schizophrenia and substance-induced psychotic disorder. The text revision of the fourth edition of the Diagnostic and Statistical Manual of Mental Disorders (DSM-IV-TR) (2000, American Psychiatric Association, Washington DC) provides a diagnostic tool that includes paranoid, disorganized, catatonic or undifferentiated schizophrenia and substance-induced psychotic disorder.

[00281] MDA receptor function can be modulated by activation of G Protein-Coupled Receptors (GPCRs) that are known to physically and/or functionally interact with the NMDA receptor. The NMDA receptor hypofunction hypothesis is a proposal to explain the underlying cause of schizophrenia. According to this hypothesis, any agent that can potentiate NMDA receptor currents, either directly by action on modulatory sites on the NMDA receptor (e.g., the glycine co-agonist binding site) or indirectly by activation of GPCRs known to potentiate NMDA receptor function (e.g. the mAChR Mi), has the potential to ameliorate the symptoms of schizophrenia. In both preclinical and in clinical studies, xanomeline, an M ₁ /M ₄ preferring orthosteric agonist has proved efficacious with regard to positive, negative and cognitive symptoms, indicating that Mi activation is a reasonable approach to the treatment of

schizophrenia. More recently, the selective Mi allosteric agonist TBPB demonstrated efficacy in multiple preclinical models of schizophrenia.

[00282] As used herein, the term "schizophrenia or psychosis" includes treatment of those mental disorders as described in DSM-W-TR. The skilled artisan will recognize that there are alternative nomenclatures, nosologies and classification systems for mental disorders, and that these systems evolve with medical and scientific progress. Thus the term "schizophrenia or psychosis" is intended to include like disorders that are described in other diagnostic sources.

5. Substance-Related Disorders and Addictive Behaviors

[00283] The present disclosure provides a method for treating substance-related disorders and addictive behaviors, comprising: administering to a patient in need thereof an effective amount of a compound of the present disclosure. Particular substance-related disorders and addictive behaviors are persisting dementia, persisting amnestic disorder, psychotic disorder or anxiety disorder induced by substance abuse; and tolerance of, dependence on or withdrawal from substances of abuse. The text revision of the fourth edition of the Diagnostic and Statistical Manual of Mental Disorders (DSM-IV-TR) (2000, American Psychiatric Association, Washington DC) provides a diagnostic tool that includes persisting dementia, persisting amnestic disorder, psychotic disorder or anxiety disorder induced by substance abuse; and tolerance of, dependence on or withdrawal from substances of abuse. As used herein, the term "substance- related disorders and addictive behaviors" includes treatment of those mental disorders as described in DSM-IV- TR. The skilled artisan will recognize that there are alternative nomenclatures, nosologies and classification systems for mental disorders, and that these systems evolve with medical and scientific progress. Thus the term "substance-related disorders and addictive behaviors" is intended to include like disorders that are described in other diagnostic sources.

6. Pain

[00284] In another aspect, the present disclosure provides a method for treating pain, comprising: administering to a patient in need thereof an effective amount of a compound of the present disclosure. Particular pain embodiments are bone and joint pain (osteoarthritis), repetitive motion pain, dental pain, cancer pain, myofascial pain (muscular injury, fibromyalgia), perioperative pain (general surgery, gynecological), chronic pain and neuropathic pain.

7. Obesity and Eating Disorders

[00285] The present disclosure provides a method for treating obesity or eating disorders associated with excessive food intake and complications associated therewith, comprising:

administering to a patient in need thereof an effective amount of a compound of the present disclosure. Obesity is included in the tenth edition of the International Classification of Diseases and Related Health Problems (ICD-10) (1992 World Health Organization) as a general medical condition. The text revision of the fourth edition of the Diagnostic and Statistical Manual of Mental Disorders (DSM-IV-TR) (2000, American Psychiatric Association, Washington DC) provides a diagnostic tool that includes obesity in the presence of psychological factors affecting medical condition. As used herein, the term "obesity or eating disorders associated with excessive food intake" includes treatment of those medical conditions and disorders described in ICD-10 and DSM-W-TR. The skilled artisan will recognize that there are alternative

nomenclatures, nosologies and classification systems for general medical conditions, and that these systems evolve with medical and scientific progress. Thus, the term "obesity or eating disorders associated with excessive food intake" is intended to include like conditions and disorders that are described in other diagnostic sources. [00286] The compounds are further useful in a method for the prevention, treatment, control, amelioration, or reduction of risk of the diseases, disorders and conditions noted herein. The compounds are further useful in a method for the prevention, treatment, control, amelioration, or reduction of risk of the aforementioned diseases, disorders and conditions in combination with other agents.

[00287] The present disclosure is further directed to administration of a selective Mi receptor modulator for improving treatment outcomes in the context of cognitive or behavioral therapy. That is, in one aspect, the disclosure relates to a cotherapeutic method comprising the step of administering to a mammal an effective amount and dosage of at least one compound of the disclosure in connection with cognitive or behavioral therapy.

[00288] In another aspect, administration improves treatment outcomes in the context of cognitive or behavioral therapy. Administration in connection with cognitive or behavioral therapy can be continuous or intermittent. Administration need not be simultaneous with therapy and can be before, during, and/or after therapy. For example, cognitive or behavioral therapy can be provided within 1, 2, 3, 4, 5, 6, 7 days before or after administration of the compound. As a further example, cognitive or behavioral therapy can be provided within 1, 2, 3, or 4 weeks before or after administration of the compound. As another example, cognitive or behavioral therapy can be provided before or after administration within a period of time of 1, 2, 3, 4, 5, 6, 7, 8, 9, or 10 half-lives of the administered compound.

b. Modes of Administration

[00289] Methods of treatment may include any number of modes of administering a disclosed composition. Modes of administration may include tablets, pills, dragees, hard and soft gel capsules, granules, pellets, aqueous, lipid, oily or other solutions, emulsions such as oil-in-water emulsions, liposomes, aqueous or oily suspensions, syrups, elixirs, solid emulsions, solid dispersions or dispersible powders. For the preparation of pharmaceutical compositions for oral administration, the agent may be admixed with commonly known and used adjuvants and excipients such as for example, gum arabic, talcum, starch, sugars (such as, e.g., mannitose, methyl cellulose, lactose), gelatin, surface-active agents, magnesium stearate, aqueous or nonaqueous solvents, paraffin derivatives, cross-linking agents, dispersants, emulsifiers, lubricants, conserving agents, flavoring agents (e.g., ethereal oils), solubility enhancers (e.g., benzyl benzoate or benzyl alcohol) or bioavailability enhancers (e.g. Gelucire™). In the pharmaceutical composition, the agent may also be dispersed in a microparticle, e.g. a nanoparticulate composition.

[00290] For parenteral administration, the agent can be dissolved or suspended in a physiologically acceptable diluent, such as, e.g., water, buffer, oils with or without solubilizers, surface-active agents, dispersants or emulsifiers. As oils for example and without limitation, olive oil, peanut oil, cottonseed oil, soybean oil, castor oil and sesame oil may be used. More generally spoken, for parenteral administration, the agent can be in the form of an aqueous, lipid, oily or other kind of solution or suspension or even administered in the form of liposomes or nano-suspensions.

[00291] The term "parenterally," as used herein, refers to modes of administration which include intravenous, intramuscular, intraperitoneal, intrastemal, subcutaneous and intraarticular injection and infusion.

c. Combination Therapies

[00292] In one aspect, the disclosed compounds can be used in combination with one or more other drugs in the treatment, prevention, control, amelioration, or reduction of risk of diseases or conditions for which disclosed compounds or the other drugs can have utility, where the combination of the drugs together are safer or more effective than either drug alone. Such other drug(s) can be administered, by a route and in an amount commonly used therefor,

contemporaneously or sequentially with a compound of the present disclosure. When a compound of the present disclosure is used contemporaneously with one or more other drugs, a pharmaceutical composition in unit dosage form containing such other drugs and a disclosed compound is preferred. However, the combination therapy can also include therapies in which a disclosed compound and one or more other drugs are administered on different overlapping schedules. It is also contemplated that when used in combination with one or more other active ingredients, the disclosed compounds and the other active ingredients can be used in lower doses than when each is used singly.

[00293] Accordingly, the pharmaceutical compositions include those that contain one or more other active ingredients, in addition to a compound of the present disclosure.

[00294] The above combinations include combinations of a disclosed compound not only with one other active compound, but also with two or more other active compounds. Likewise, disclosed compounds can be used in combination with other drugs that are used in the prevention, treatment, control, amelioration, or reduction of risk of the diseases or conditions for which disclosed compounds are useful. Such other drugs can be administered, by a route and in an amount commonly used therefor, contemporaneously or sequentially with a compound of the present disclosure. When a compound of the present disclosure is used contemporaneously with one or more other drugs, a pharmaceutical composition containing such other drugs in addition to a disclosed compound is preferred. Accordingly, the pharmaceutical compositions include those that also contain one or more other active ingredients, in addition to a compound of the present disclosure.

[00295] The weight ratio of a disclosed compound to the second active ingredient can be varied and will depend upon the effective dose of each ingredient. Generally, an effective dose of each will be used. Thus, for example, when a compound of the present disclosure is combined with another agent, the weight ratio of a disclosed compound to the other agent will generally range from about 1000: 1 to about 1 : 1000, preferably about 200: 1 to about 1 :200. Combinations of a compound of the present disclosure and other active ingredients will generally also be within the aforementioned range, but in each case, an effective dose of each active ingredient should be used.

[00296] In such combinations disclosed compounds and other active agents can be

administered separately or in conjunction. In addition, the administration of one element can be prior to, concurrent to, or subsequent to the administration of other agent(s).

[00297] Accordingly, the disclosed compounds can be used alone or in combination with other agents which are known to be beneficial in the subject indications or other drugs that affect receptors or enzymes that either increase the efficacy, safety, convenience, or reduce unwanted side effects or toxicity of the disclosed compounds. The subject compound and the other agent can be coadministered, either in concomitant therapy or in a fixed combination.

[00298] In an embodiment, the disclosed compounds can be employed in combination with anti- Alzheimer's agents, beta-secretase inhibitors, gamma-secretase inhibitors, HMG-CoA reductase inhibitors, NSAID's including ibuprofen, vitamin E, and anti-amyloid antibodies. In another embodiment, the subject compound can be employed in combination with sedatives, hypnotics, anxiolytics, antipsychotics, antianxiety agents, cyclopyrrolones, imidazopyridines, pyrazolopyrimidines, minor tranquilizers, melatonin agonists and antagonists, melatonergic agents, benzodiazepines, barbiturates, 5HT-2 antagonists, and the like, such as: adinazolam, allobarbital, alonimid, alprazolam, amisulpride, amitriptyline, amobarbital, amoxapine, aripiprazole, bentazepam, benzoctamine, brotizolam, bupropion, buspirone, butabarbital, butalbital, capuride, carbocloral, chloral betaine, chloral hydrate, clomipramine, clonazepam, cloperidone, clorazepate, chlordiazepoxide, clorethate, chlorpromazine, clozapine, cyprazepam, desipramine, dexclamol, diazepam, dichloralphenazone, divalproex, diphenhydramine, doxepin, estazolam, ethchlorvynol, etomidate, fenobam, flunitrazepam, flupentixol, fluphenazine, flurazepam, fluvoxamine, fluoxetine, fosazepam, glutethimide, halazepam, haloperidol, hydroxyzine, imipramine, lithium, lorazepam, lormetazepam, maprotiline, mecloqualone, melatonin, mephobarbital, meprobamate, methaqualone, midaflur, midazolam, nefazodone, nisobamate, nitrazepam, nortriptyline, olanzapine, oxazepam, paraldehyde, paroxetine, pentobarbital, perlapine, perphenazine, phenelzine, phenobarbital, prazepam, promethazine, propofol, protriptyline, quazepam, quetiapine, reclazepam, risperidone, roletamide, secobarbital, sertraline, suproclone, temazepam, thioridazine, thiothixene, tracazolate, tranylcypromaine, trazodone, triazolam, trepipam, tricetamide, triclofos, trifluoperazine, trimetozine, trimipramine, uldazepam, venlafaxine, zaleplon, ziprasidone, zolazepam, Zolpidem, and salts thereof, and combinations thereof, and the like, or the subject compound can be administered in conjunction with the use of physical methods such as with light therapy or electrical stimulation.

[00299] In an embodiment, the disclosed compounds can be employed in combination with levodopa (with or without a selective extracerebral decarboxylase inhibitor such as carbidopa or benserazide), anticholinergics such as biperiden (optionally as its hydrochloride or lactate salt) and trihexyphenidyl (benzhexol) hydrochloride, COMT inhibitors such as entacapone, MOA-B inhibitors, antioxidants, A2a adenosine receptor antagonists, cholinergic agonists, MDA receptor antagonists, serotonin receptor antagonists and dopamine receptor agonists such as alentemol, bromocriptine, fenoldopam, lisuride, naxagolide, pergolide and pramipexole. It will be appreciated that the dopamine agonist can be in the form of a pharmaceutically acceptable salt, for example, alentemol hydrobromide, bromocriptine mesylate, fenoldopam mesylate, naxagolide hydrochloride and pergolide mesylate. Lisuride and pramipexol are commonly used in a non-salt form.

[00300] In an embodiment, the disclosed compounds can be employed in combination with a compound from the phenothiazine, thioxanthene, heterocyclic dibenzazepine, butyrophenone, diphenylbutylpiperidine and indolone classes of neuroleptic agent. Suitable examples of phenothiazines include chlorpromazine, mesoridazine, thioridazine, acetophenazine, fluphenazine, perphenazine and trifluoperazine. Suitable examples of thioxanthenes include chlorprothixene and thiothixene. An example of a dibenzazepine is clozapine. An example of a butyrophenone is haloperidol. An example of a diphenylbutylpiperidine is pimozide. An example of an indolone is molindolone. Other neuroleptic agents include loxapine, sulpiride and risperidone. It will be appreciated that the neuroleptic agents when used in combination with the subject compound can be in the form of a pharmaceutically acceptable salt, for example, chlorpromazine hydrochloride, mesoridazine besylate, thioridazine hydrochloride,

acetophenazine maleate, fluphenazine hydrochloride, flurphenazine enathate, fluphenazine decanoate, trifluoperazine hydrochloride, thiothixene hydrochloride, haloperidol decanoate, loxapine succinate and molindone hydrochloride. Perphenazine, chlorprothixene, clozapine, haloperidol, pimozide and risperidone are commonly used in a non-salt form. Thus, the subject compound can be employed in combination with acetophenazine, alentemol, aripiprazole, amisulpride, benzhexol, bromocriptine, biperiden, chlorpromazine, chlorprothixene, clozapine, diazepam, fenoldopam, fluphenazine, haloperidol, levodopa, levodopa with benserazide, levodopa with carbidopa, lisuride, loxapine, mesoridazine, molindolone, naxagolide, olanzapine, pergolide, perphenazine, pimozide, pramipexole, quetiapine, risperidone, sulpiride,

tetrabenazine, trihexyphenidyl, thioridazine, thiothixene, trifluoperazine or ziprasidone.

[00301] In an embodiment, the disclosed compounds can be employed in combination with an anti-depressant or anti-anxiety agent, including norepinephrine reuptake inhibitors (including tertiary amine tricyclics and secondary amine tricyclics), selective serotonin reuptake inhibitors (SSRIs), monoamine oxidase inhibitors (MAOIs), reversible inhibitors of monoamine oxidase (RIMAs), serotonin and noradrenaline reuptake inhibitors (SNRIs), corticotropin releasing factor (CRF) antagonists, a- adrenoreceptor antagonists, neurokinin- 1 receptor antagonists, atypical anti-depressants, benzodiazepines, 5-HT1 A agonists or antagonists, especially 5-HT1 A partial agonists, and corticotropin releasing factor (CRF) antagonists. Specific agents include:

amitriptyline, clomipramine, doxepin, imipramine and trimipramine; amoxapine, desipramine, maprotiline, nortriptyline and protriptyline; fluoxetine, fluvoxamine, paroxetine and sertraline; isocarboxazid, phenelzine, tranylcypromine and selegiline; moclobemide: venlafaxine;

duloxetine; aprepitant; bupropion, lithium, nefazodone, trazodone and viloxazine; alprazolam, chlordiazepoxide, clonazepam, chlorazepate, diazepam, halazepam, lorazepam, oxazepam and prazepam; buspirone, flesinoxan, gepirone and ipsapirone, and pharmaceutically acceptable salts, thereof.

[00302] The compounds and processes of the invention will be better understood by reference to the following examples, which are intended as an illustration of and not a limitation upon the scope of the invention.

5. Kits

[00303] In one aspect, the disclosure provides kits comprising at least one disclosed compound or a pharmaceutically acceptable salt thereof, and one or more of:

(a) at least one agent known to increase mAChR Mi activity;

(b) at least one agent known to decrease mAChR Mi activity;

(c) at least one agent known to treat a disorder associated with cholinergic activity;

(d) instructions for treating a disorder associated with cholinergic activity;

(e) instructions for treating a disorder associated with Mi receptor activity; or

(f) instructions for administering the compound in connection with cognitive or

behavioral therapy.

[00304] In some embodiments, the at least one disclosed compound and the at least one agent are co-formulated. In some embodiments, the at least one disclosed compound and the at least one agent are co-packaged. The kits can also comprise compounds and/or products co-packaged, co-formulated, and/or co-delivered with other components. For example, a drug manufacturer, a drug reseller, a physician, a compounding shop, or a pharmacist can provide a kit comprising a disclosed compound and/or product and another component for delivery to a patient.

[00305] That the disclosed kits can be employed in connection with disclosed methods of use.

[00306] The kits may f information, instructions, or both that use of the kit will provide treatment for medical conditions in mammals (particularly humans). The information and instructions may be in the form of words, pictures, or both, and the like. In addition or in the alternative, the kit may include the compound, a composition, or both; and information, instructions, or both, regarding methods of application of compound, or of composition, preferably with the benefit of treating or preventing medical conditions in mammals (e.g., humans).

[00307] The compounds and processes of the invention will be better understood by reference to the following examples, which are intended as an illustration of and not a limitation upon the scope of the invention.

6. Examples

[00308] Examples 1-7 below give representative experimental procedures for the syntheses of intermediates useful for the syntheses of compounds of formula (I). Example 8 provides a representative experimental procedure for completion of the syntheses of the disclosed compounds. Example 9 reports the biological activity of the disclosed compounds.

[00309] All NMR spectra were recorded on a 400 MHz AMX Bruker MR spectrometer. 1H chemical shifts are reported in δ values in ppm downfield with the deuterated solvent as the internal standard. Data are reported as follows: chemical shift, multiplicity (s = singlet, bs = broad singlet, d = doublet, t = triplet, q = quartet, dd = doublet of doublets, m = multiplet, ABq = AB quartet), coupling constant, integration. Reversed-phase LCMS analysis was performed using an Agilent 1200 system comprised of a binary pump with degasser, high-performance autosampler, thermostatted column compartment, CI 8 column, diode-array detector (DAD) and an Agilent 6150 MSD with the following parameters. The gradient conditions were 5% to 95% acetonitrile with the aqueous phase 0.1% TFA in water over 1.4 minutes. Samples were separated on a Waters Acquity UPLC BEH CI 8 column (1.7 μηι, 1.0 x 50 mm) at 0.5 mL/min, with column and solvent temperatures maintained at 55 °C. The DAD was set to scan from 190 to 300 nm, and the signals used were 220 nm and 254 nm (both with a band width of 4nm). The MS detector was configured with an electrospray ionization source, and the low-resolution mass spectra were acquired by scanning from 140 to 700 AMU with a step size of 0.2 AMU at 0.13 cycles/second, and peak width of 0.008 minutes. The drying gas flow was set to 13 liters per minute at 300 °C and the nebulizer pressure was set to 30 psi. The capillary needle voltage was set at 3000 V, and the fragmentor voltage was set at 100V. Data acquisition was performed with Agilent Chemstation and Analytical Studio Reviewer software.

Exam -(4-(Bromomethyl)-3-fluorophenyl)-2-methyl-2H-indazole (C)

A B C [00310] 4-(4-(Bromomethyl)-3-fluorophenyl)-2-methyl-2H-indazole (C): 4-bromo-2- fluorobenzyl bromide A (1 g, 3.73 mmol, 1 eq.), 1M sodium carbonate solution (10 mL, 10 mmol, 2.7 eq.), 2-methyl-2h-indazole-4-boronic acid pinacol ester (B) (1.06 g, 4.12 mmol, 1.1 eq.), [l, -bis(diphenylphosphino)ferrocene]dichloropalladium(II) (273 mg, 0.37 mmol, 0.1 eq.) and dimethoxy ethane (20 mL) were added to a microwave vial. The vial was capped and heated to 50°C. After one hour, the reaction was filtered over Celite®, washed with DCM and concentrated in vacuo. Purification by flash chromatography on silica gel using 0-60% ethyl acetate/hexanes afforded 1.1 g (92%) of the title compound. ES-MS [M+l] ⁺ : 319.2.

Example 2. 7-Chlorothieno[3,2-6]pyridine-5-carbonitrile (F)

D E F

[00311] 7-Chlorothieno [3,2-6] pyridine 4-oxide (E): To a solution of 7-chlorothieno[3,2- £]pyridine (4.2 g, 24.76 mmol, 1 eq.) in dichloromethane (140 mL) was added 3- chloroperoxybenzoic acid (16 g, 71.39 mmol, 2.9 eq.) in two gram quantities over 15 minutes. After 18 hours, the reaction was quenched with 10% NaS ₂ 0 ₃ solution and washed with 10% K ₂ C0 ₃ . The aqueous layer was back extracted (3x) with 3 : 1 CHC1 ₃ /IPA solution. The organic layers were combined, dried (MgS0 ₄ ), filtered and concentrated in vacuo. Purification by flash chromatography on silica gel afforded 4.1 g (89%) of the title compound. 1H MR (400 MHz, OMSO-d ₆ ) δ 8.38 (d, J= 6.8 Hz, 1H), 8.19 (d, J= 5.7 Hz, 1H), 7.76 (d, J= 5.7 Hz, 1H), 7.58 (d, J= 6.8 Hz, 1H); ES-MS [M+l] ⁺ : 186.3.

[00312] 7-Chlorothieno [3,2-6] pyridine-5-carbonitrile (F): To a solution of E (1 8 g, 9 7 mmol, 1 eq.) in dichloromethane (48.5 mL) was added trimethylsilylcyanide (2.43 mL, 19.4 mmol, 2 eq.). After 15 minutes, dimethylcarbamoyl chloride (1.78 mL, 19.4 mmol, 2 eq.) was added over a 15 minute period. The reaction stirred for four hours before an additional amount of trimethylsilylcyanide (2.43 mL, 19.4 mmol, 2 eq.) and dimethylcarbamoyl chloride (1.78 mL, 19.4 mmol, 2 eq.) were added. After 18 hours, reaction was quenched with 10% K ₂ C0 ₃ , washed with water and back extracted twice with dichloromethane. The organic layers were combined, dried (MgS0 ₄ ), filtered and concentrated in vacuo. Purification by flash chromatography on silica gel using 0-10% ethyl acetate/hexanes afforded 1.47 g (78%) of the title compound. 1H MR (400 MHz, OMSO-d ₆ ) δ 8.49 (d, J= 5.5 Hz, 1H), 8.33 (s, 1H), 7.80 (d, J= 5.5 Hz, 1H); ES-MS [M+l] ⁺ : 195.2.

Example 3. 7-(2-Fluoro-4-(l-methyl-lH-pyrazol-4-yl)phenoxy)thieno[3,2-6 ]pyridine-5- carbonitrile (J)

[00313] 7-(4-Bromo-2-fluorophenoxy)thieno[3,2-6]pyridine-5-carbonitr ile (H): F (515 mg, 2.65 mmol, 1 eq.), 4-bromo-2-fluorophenol (G) (348 iL, 3.18 mmol, 1.2 eq.), potassium carbonate (768 mg, 5.56 mmol, 2.1 eq.) and DMF (13.2 mL) were added to a microwave vial. The vial was capped and set in the microwave reactor at 150°C for 15 minutes. The reaction was diluted with water and brine then extracted with ethyl acetate. The organic layer was washed with water, brine and the aqueous layer was back extracted with ethyl acetate. All organic layers were combined, dried (MgS0 ₄ ), filtered and concentrated. Purification by flash chromatography on silica gel using 0-20% ethyl acetate/hexanes afforded 850 mg (92%) of the title compound. ES-MS [M+l] ⁺ : 349.2.

[00314] 7-(2-Fluoro-4-(l-methyl-lH-pyrazol-4-yl)phenoxy)thieno[3,2-6 ]pyridine-5- carbonitrile (J): Intermediate H (100 mg, 0.29 mmol, 1 eq.), 1M sodium carbonate solution (716 μΐ _^ , 0.72 mmol, 2.5 eq.), 1 -methyl- lh-pyrazol-4-boronic acid (I) (54 mg, 0.43 mmol, 1.5 eq.), [l, l'-bis(diphenylphosphino)ferrocene]dichloropalladium(II) (21 mg, 0.03 mmol, 0.1 eq.) and dimethoxyethane (1.42 mL) were added to a microwave vial. The vial was capped and set in the microwave reactor at 150°C for 15 minutes. The reaction was filtered over Celite®, washed with DCM and concentrated in vacuo. Purification by flash chromatography on silica gel using 0-70% ethyl acetate/hexanes afforded 82 mg (82%) of the title compound. ES-MS [M+l] ⁺ : 351.2.

Example 4. 7-((6-Methylpyridin-3-yl)oxy)thieno [3,2-6] pyridine-5-carbonitrile (L)

F L

[00315] 7-((6-Methylpyridin-3-yl)oxy)thieno [3,2-6] pyridine-5-carbonitr ile (L) :

Intermediate F (300 mg, 1.54 mmol, 1 eq.), 3-hydroxy-6-methylpyridine (K) (202 mg, 1.85 mmol, 1.2 eq.), potassium carbonate (447 mg, 3.24 mmol, 2.1 eq.) and DMF (7.7 mL) were added to a microwave vial. The vial was capped and set in the microwave reactor at 150°C for 15 minutes. The reaction was diluted with water and brine then extracted with ethyl acetate. The aqueous layer was back extracted with ethyl acetate (2x). The combined organic layers were dried (MgS0 ₄ ), filtered and concentrated in vacuo. Purification by flash chromatography on silica gel using 0-40% ethyl acetate/hexanes afforded 410 mg (99.5%) of the title compound. ES- MS [M+l] ⁺ : 268.2.

Example 5. 7-((6-Methylpyridin-3-yl)methyl)thieno [3,2-6] pyridine-5-carbonitrile (P)

[00316] 7-(4,4,5,5-Tetramethyl-l,3,2-dioxaborolan-2-yl)thieno[3,2-6] pyridine-5- carbonitrile (N): Intermediate F (1.1 g, 5.65 mmol, 1 eq.), bis(pinacolato)diboron (M) (2.87 g, 11.3 mmol, 2 eq.), potassium acetate (2.77 g, 28.3 mmol, 5 eq.), trans- dichlorobis(triphenylphosphine)palladium(II) (199 mg, 0.28 mmol, 0.05 eq.) and 1,4-dioxane (30 mL) were added to a microwave vial. The reaction stirred overnight at 80°C. After LCMS showed an incomplete reaction, the reaction was heated overnight at 100°C. The reaction was filtered over Celite®, washed with DCM and concentrated in vacuo to afford 1.6 g (99%) of the title compound which was used without further purification. ES-MS [M+l] ⁺ : 205.3.

[00317] 7-((6-Methylpyridin-3-yl)methyl)thieno[3,2-6]pyridine-5-carb onitrile (P):

Intermediate N (590 mg, 2.06 mmol, 1 eq.), cesium carbonate (2.02 g, 6.19 mmol, 3 eq.), 5- (bromomethyl)-2-methyl-pyridine (O) (384 mg, 2.06 mmol, 1 eq.), THF (7 mL) and water (1 mL) were added to a microwave vial. Nitrogen gas was bubbled through the mixture for five minutes before the addition of [l, l'-bis(diphenylphosphino)ferrocene]dichloropalladium(II) (227 mg, 0.31 mmol, 0.15 eq.). The vial was capped and the reaction heated to 100°C. The reaction was filtered over Celite®, washed well with DCM and concentrated in vacuo. Purification by flash chromatography on silica gel using 0-90% ethyl acetate/hexanes afforded 380 mg (69%) of the title compound. 1H NMR (400 MHz, OMSO-d ₆ ) δ 8.49 (s, 1H), 8.35 (d, J = 5.6 Hz, 1H), 7.92 (s, 1H), 7.69 (d, J= 5.6 Hz, 1H), 7.60 (d, J= 8.0 Hz, 1H), 7.19 (d, J= 8.0 Hz, 1H), 4.33 (s, 2H), 2.43 (s, 3H); ES-MS [M+l] ⁺ : 266.2.

Exam le 6. 7-((6-Methylpyridin-3-yl)oxy)thieno [3,2-6] pyridine-5-carboxylic acid (R)

L Q R

[00318] 7-((6-Methylpyridin-3-yl)oxy)thieno[3,2-6]pyridine-5-carboxa mide (Q): To a solution of L (410 mg, 1.53 mmol, 1 eq.) in 1,4-dioxane (7.7 mL) was added 2N NaOH (2.3 mL, 4.60 mmol, 3 eq.). After stirring at 80°C for three hours, the reaction was concentrated in vacuo to afford 440 mg (100%) of the title compound which was used without further purification. ES- MS [M+l] ⁺ : 286.4.

[00319] 7-((6-Methylpyridin-3-yl)oxy)thieno [3,2-6] pyridine-5-carboxylic acid (R):

Intermediate Q (440 mg, 1.54 mmol, 1 eq.) was allowed to reflux for two hours in cone. HC1 (5 mL). The reaction was allowed to cool to room temperature before neutralization using 6 M NaOH. The water and solvent were removed in vacuo and the crude material was dissolved in 10%) MeOH/DCM. The undissolved salt was filtered off and the solvents were concentrated in vacuo to afford 440 mg (100%>) of the title compound which was used without further purification. ES-MS [M+l] ⁺ : 287.2.

Example 7. 7-((6-Methylpyridin-3-yl)methyl)thieno [3,2-6] pyridine-5-carboxylic acid (S)

P S

[00320] 7-((6-Methylpyridin-3-yl)methyl)thieno[3,2-6]pyridine-5-carb oxylic acid (S):

Intermediate P (200 mg, 0.75 mmol, 1 eq.) was dissolved in ethanol (3.8 mL). After the addition of 2N NaOH solution (1.9 mL, 3.77 mmol, 5 eq.), the reaction was heated to 100°C for 18 hours. The water and solvent were removed in vacuo and the crude material was dissolved in 10% MeOH/DCM. The undissolved salt was filtered off and the solvents were concentrated in vacuo to afford 215 mg (100%) of the title compound which was used without further purification. ES- MS [M+l] ⁺ : 285.4.

Example 8. N-((lS,2S)-2-Hydroxycyclohexyl)-7-((6-methylpyridin-3-yl)met hyl)thieno[3,2- Z>]pyridine-5-carboxamide (1)

S 1

[00321] N-((lS,2S)-2-Hydroxycyclohexyl)-7-((6-methylpyridin-3-yl)met hyl)thieno[3,2- Z>]pyridine-5-carboxamide (1): To a solution of 7-[(6-methyl-3-pyridyl)methyl]thieno[3,2- £]pyridine-5-carboxylic acid S (17 mg, 0.06 mmol, 1 eq.) in DMF (2 mL) was added N,N- diisopropylethylamine (52 μΐ _^ , 0.30 mmol, 5 eq.). After five minutes HATU (27 mg, 0.07 mmol, 1.2 eq.) was added. After another five minutes, (l,S',2 ₎ S)-2-aminocyclohexanol T (8.3 mg, 0.07 mmol, 1.2 eq.) was added. Upon completion, the reaction was diluted with water and extracted twice with DCM. Organic layers were combined, passed through a phase separator, and concentrated. Purification by reverse phase HPLC afforded 7.8 mg (34%) of the title compound. 1H NMR (400 MHz, OMSO-d ₆ ) δ 8.47 (s, 1H), 8.39 (d, J= 8.3 Hz, 1H), 8.25 (d, J= 5.7 Hz, 1H), 7.90 (s, 1H), 7.68 (d, J = 5.3 Hz, 1H), 7.57 (d, J = 7.9 Hz, 1H), 7.20 (d, J = 7.9 Hz, 1H), 4.71 (d, J = 5.3 Hz, 1H), 4.35 (s, 2H), 3.64-3.57 (m, 1H), 3.49-3.47 (m, 1H), 2.44 (s, 3H), 1.94-1.92 (m, 2H), 1.67-1.62 (m, 2H), 1.34-1.25 (m, 3H), 1.15-1.08 (m, 1H); ES-MS [M+l] ⁺ : 382.2.

[00322] The following compounds were prepared in an analogous manner by first preparing the appropriate synthetic intermediate by use of the synthetic procedures (or analogous procedures) indicated next to each compound:

N-[( lS,2S)-2-hydroxycycloheptyl] -7-[(6-methyl-3 -

47 2,5,6 396.3 pyridyl)methyl]thieno[3,2-ft]pyridine-5-carboxamide

N-[(lS,2S)-2-methoxycyclohexyl]-7-[(6-methyl-3-

48 2,5,6 396.3 pyridyl)methyl]thieno[3,2-ft]pyridine-5-carboxamide

N-(3 -hydro xycyclohexyl)-7-[(6-methyl-3 -

49 2,5,6 382.3 pyridyl)methyl]thieno[3,2-ft]pyridine-5-carboxamide

7-[(6-methyl-3-pyridyl)methyl]-A ⁱ -tetrahydropyran-4-yl-

50 2,5,6 368.3 thieno [3 ,2-ft]pyridine-5-carboxamide

[00323] The following compounds were prepared in an analogous manner using the same or similar routes as described above.

A -(2-oxoazepan-3-yl)-7-[[6-(trifluoromethyl)-3-pyridyl]methyl ]tliieno[3,2-

98 449.2 ft]pyridine-5-carboxamide

N- [( lS,2S)-2-hy droxy cyclobutyl] -3 -methyl-7-[(6-methyl-3-

99 368.3 pyridyl)methyl]tiiieno[3,2-£]pyridine-5-carboxamide

N-[( li?,2i?)-2-hydroxycyclopentyl] -3 -methyl-7-[(6-methyl-3 -

100 382.3 pyridyl)methyl]thieno[3,2-ft]pyridine-5-carboxamide

iV-cyclohexyl-3 -methyl-7-[(6-methyl-3 -py ridyl)methyl]thieno [3.2-£]pyridine-5-

101 380.3 carboxamide

3 -med yl-7-[(6-methy 1-3 -py ridyl)methy 1]-Λ -tetrahydropyran-4-y 1-tliieno [3,2-

102 382.4 ft]pyridine-5-carboxamide

N-[(lR,2R)-2-hydroxycyclohexyl]-3-methyl-7-[(6-methyl-3-

103 396.4 pyridyl)methyl]thieno[3,2-ft]pyridine-5-carboxamide

N-[(3S,4R)-3 -hydroxytetrahydropyran-4-yl] -3 -methyl-7-[(6-methyl-3 -

104 398.4 pyridyl)methyl]thieno[3,2-ft]pyridine-5-carboxamide

Λ -[(3i?,4i?)-4-hydrox\'tetrahydropyran-3 -y 1] -3 -methyl-7-[(6-metiiyl-3 -

105 398.3 pyridyl)methyl]thieno[3.2-6]pyridine-5-carboxamide

^-[( li?,2i?)-2-methoxycyclohex l]-3-methyl-7-[(6-metliyl-3-

106 410.3 pyridyl)methyl]mieno[3,2-£]pyridine-5-carboxamide

N-[( lR,2R)-2-hy droxy cycloheptyl] -3 -methy l-7-[(6-methyl-3 -

107 410.4 pyridyl)methyl]thieno[3,2-ft]pyridine-5-carboxamide

N-(3 -hydroxy- 1 -adamantyl)-3 -methyl-7-[(6-methyl-3 -pyridyl)methyl]thieno [3 ,2-

108 448.4 A]pyridine-5-carboxamide

A -[(15)-5-hydroxy-2-adamantyl]-3-methyl-7-[(6-methyl-3-

109 448.3 pyridyl)methvl]thieno[3,2-A]pyridine-5-carboxaniide

3 -methy l-7-[(6-methy 1-3 -pyridyl)methy l]- V-(2-oxo-3 -piperidy l)thieno [3,2-

110 395.3 ft]pyridine-5-carboxamide

3 -methy l-7-[(6-methy 1-3 -pyridyl)methyl]- V-(2-oxoazepan-3 -yl)thieno [3 ,2-

111 409.3 £]pyridine-5-carboxamide

3 -methy l-N-( 1 -methy l-4-piperidyl)-7-[(6-methy 1-3 -pyridyl)methyl]thieno [3 ,2-

112 395.4 A]pyridine-5-carboxamide

Λ -[( lS,2,S)-2-hydroxycyclobutyl] -3 -methy l-7-[(4-pyrazol- 1 -

113 419.3 ylphenyl)memvl]thieno[3,2-ft]pyridine-5-carboxamide

N- [( lR,2R)-2-hy droxy cy clopentyl] -3 -methy l-7-[(4-pyrazol-l -

114 433.2 ylphenyl)methyl]tliieno[3,2-ft]pyridine-5-carboxamide

3-memyl-7-[(4-pyrazol-l-ylphenyl)methyl]-A ⁱ -tetrahydropyran-4-yl-thieno[3,2-

115 433.4 £]pyridine-5-carboxamide

N-[( li?,2i?)-2-hydroxycyclohexyl]-3 -methy l-7-[(4-pyrazol- 1 -

116 447.4 ylphenyl)methyl]thieno[3.2-£]pyridine-5-carboxamide

j\-[(3,S',4^)-3-hydroxytetrahydropyran-4-yl]-3-methyl-7-[(4- pyrazol-l-

117 449.4 ylphenyl)memyl]thieno[3,2-£]pyridine-5-carboxamide

N-[(3R,4R)-4-hy droxy tetrahydropyran-3 -y 1] -3 -methyl-7-[(4-py razol- 1 -

118 449.3 ylphenyl)methyl]tliieno[3,2-ft]pyridine-5-carboxamide

^-[(li?,2i?)-2-methoxycyclohexyl]-3-methyl-7-[(4-pyrazol-l-

119 461.4 ylphenyl)methyl]thieno[3,2-ft]pyridine-5-carboxamide

\ -| ( li?,2i?)-2-hy droxy cycloheptyl] -3 -metliy l-7-[(4-pyrazol- 1 -

120 461.3 ylphenyl)methyl]thieno[3.2-£]pyridine-5-carboxamide

N,3 -dimethy l-7-[(4-pyrazol- 1 -ylphenyl)methy 1] -N-tetrahy dropy ran-4-y 1-

121 447.3 thieno[3,2-ft]pyridine-5-carboxamide

3 -methy l-N-(2 -oxo-3 -piperidy l)-7-[(4-py razol- 1 -ylphenyl)methy l]thieno [3 ,2-

122 446.3 £]pyridine-5-carboxamide

3 -methy l- V-(2-oxoazepan-3 -yl)-7-[(4-py razol- 1 -ylphenyl)methyl]thieno [3 ,2-

123 460.4 A]pyridine-5-carboxamide

3 -methy l-N-( 1 -methy l-4-piperidyl)-7-[(4-pyrazol- 1 -ylpheny l)metiiy ljthieno [3,2-

124 446.4 fe]pyridine-5-carboxamide

125 N-[(lR,2R)-2 -hydroxy cyclopentyl]-7-[(2-methylpyrimidin-5- 369.4

— I l l—

^-[(3^,4i?)-3-hydroxytetrahydropyran-4-yl]-7-[[4-(l-methyltr iazol-4-

153 450.3 yl)phenyl]methyl]thieno[3,2-6]pyridine-5-carboxamide

^-[(3^,4^)-4-hydroxytetrahydropyran-3-yl]-7-[[4-(l-med yltriazol-4-

154 450.4 yl)phenyl]methyl]thieno[3,2-6]pyridine-5-carboxamide

A-[(li?,2i?)-2 -hydroxy cyclohexyl]-7-[[4-(l-methyltriazol-4-

155 448.2 yl)phenyl]methyl]thieno[3,2-ft]pyridine-5-carboxamide

^-[(li?,2i?)-2-methoxycyclohexyl]-7-[[4-(l-methyltriazol-4-

156 462.4 yl)phenyl]methyl]thieno[3,2-ft]pyridine-5-carboxamide

^-[(li?,2i?)-2-hydroxycycloheptyl]-7-[[4-(l-methyltriazol-4-

157 462.3 yl)phenyl]methyl]thieno[3,2-6]pyridine-5-carboxamide

7-[[4-(2-methyloxazol-4-yl)phenyl]methyl]- V-(2-oxaspiro[3.3]heptan-6-

158 446.2 yl)thieno[3,2-A]pyridine-5-carboxamide

A'-[(li?,2i?)-2-hydroxycyclopentyl]-7-[[4-(2-metliyloxazol-4 -

159 434.2 yl)phenyl]methyl]thieno[3,2-ft]pyridine-5-carboxamide

7-[[4-(2-methyloxazol-4-yl)phenyl]methyl]- V-[(3i?)-tetrahydrofuran-3-

160 420.2 yllthieno [3 ,2-£]pyridine-5-carboxamide

7-[[4-(2-methyloxazol-4-yl)phenyl]methyl]-A ⁱ -[(3¾-tetrahydroruran-3-

161 420.2 yllthieno [3 ,2-£]pyridine-5-carboxamide

A^-cyclohexyl-7-[[4-(2-methyloxazol-4-yl)phenyl]methyl]diien o[3,2-ft]pyridine-

162 432.2 5-carboxamide

7-[ [4-(2-methyloxazol-4-yl)pheny l]methyl] -N-( 1 -methy 1-3 -piperidyl)thieno [3 ,2-

163 447.3 £]pyridine-5-carboxamide

7-[[4-(2-memyloxazol-4-yl)phenyl]methyl]-A ^f -(l-methyl-4-piperidyl)thieno[3,2-

164 447.3 £]pyridine-5-carboxamide

A ⁱ -methyl-7-[[4-(2-methyloxazol-4-yl)phenyl]methyl]-,V-t etrahydropyran-4-yl-

165 448.3 thieno[3.2-6]pyridine-5-carboxamide

A^-[(3.S',4^)-3-hydroxytetrahydropyran-4-yl]-7-[[4-(2-methyl oxazol-4-

166 450.2 yl)phenyl]methyl]thieno[3,2-ft]pyridine-5-carboxamide

jV-[(3i?,4i?)-4-hydroxytetrahydropyran-3-yl]-7-[[4-(2-methyl oxazol-4-

167 450.2 yl)phenyl]methyl]thieno[3,2-ft]pyridine-5-carboxamide

N-[(lR,2R)-2 -hydroxy cyclohexyl]-7-[[4-(2 -methyloxazol-4-

168 448.2 yl)phenyl]methyl]thieno[3,2-¾]pyridine-5-carboxamide

^-[(1^.2i?)-2-methoxycyclohexyl]-7-[[4-(2-methyloxazol-4-

169 462.2 yl)phenyl]methyl]thieno[3,2-A]pyridine-5-carboxamide

iV-[(l^,2^)-2-hydroxycycloheptv l]-7-[[4-(2-methyloxazol-4-

170 462.2 yl)phenyl]methyl]tlTieno[3,2-fc]pyridine-5-carboxamide

7-[[4-(2-memyloxazol-4-yl)phenyl]methyl]- V-(2-oxo-3-piperidyl)thieno[3,2-

171 447.2 ftlpyridine-5-carboxamide

7-[[4-(2-memyloxazol-4-yl)phenyl]methyl]-A ⁱ -(2-oxoazepan-3-yl)thieno[3,2-

172 461.2 ftlpyridine-5-carboxamide

[(3i?)-3-hydroxy-l-piperidyl]-[7-[[4-(2-methyloxazol-4-

173 434.2 yl)phenyl]methyl]thieno[3,2-6]pyridin-5-yl]methanone

(4-hydrox\ -4-methyl-l-piperidyl)-[7-[[4-(2-methyloxazol-4-

174 448.3 yl)phenyl]methyl]thieno[3,2-ft]pyridin-5-yl]metlianone

7-[[4-(l-memyltriazol-4-yl)phenyl]methyl]-A ⁱ -(2-oxaspiro[3.3]heptan-6-

175 446.2 yl)thieno [3 ,2-£]pyridine-5-carboxamide

^-[(li?,2i?)-2-hydroxycyclobutyl]-7-[[4-(2-methylthiazol-4-

176 436.2 yl)phenyl]methyl]thieno[3,2-ft]pyridine-5-carboxamide

^-(3-methyloxetan-3-yl)-7-[[4-(2-methyltWazol-4-yl)phenyl]me myl]thieno[3.2-

177 436.2 ftlpyridine-5-carboxamide

7-[[4-(2-med ylthiazol-4-y l)pheny 1] methyl] -iV-(2-oxaspiro [3.3]heptan-6-

178 462.2 yl)tliieno[3,2-ft]pyridine-5-carboxamide

N-( 1 -tert-butylazetidin-3 -y l)-7-[ [4-(2 -methy lthiazol-4-

179 477.2 yl)phenyl]methyl]thieno[3,2-ft]pyridine-5-carboxamide

180 A^-(3-methoxycyclobutyl)-7-f[4-(2-methyltliiazol-4-yl)phenyl ]methyl]thierio[3,2- 450.2

235 A ⁱ -(2-hydroxy -2-methyl-cycloheptyl)-7-[(6-methyl-3-pyridyl)methyl]tliieno [3,2-

pyr ne- -car oxam e 7-[(6-methyl-3 -pyridyl)methy 1]-N- [(35)-tetrahydrofuran-3 -y l]thieno [3 ,2-

263 354.4 £]pyridine-5-carboxamide

7-(4-pyrazol-l-ylbenzoyl)-A ⁱ -tetrahydropyran-4-yl-thieno[3,2-ft]pyridine-5-

264 433.3 carboxamide

7-[(6-methyl-3-pyridyl)methyl]-A^-[(3i?)-3-piperidyl]thieno[ 3,2-ft]pyridine-5-

265 367.3 carboxamide

7-[(6-methyl-3-pyridyl)methyl]-^-[(35)-3-piperidyl]thieno[3. 2-ft]pyridine-5-

266 367.3 carboxamide

.V-[(3i?,45)-3-hydroxytetrahydropyran-4-yl]-7-[[4-(l-methylp yrazol-4-

267 449.2 yl)phenyl]methyl]thieno[3.2-A]pyridine-5-carboxamide

7-[[4 l-methylpyrazol-4-yl)phenyl]met yl]-A ^f -tetrahydropyran-4-yl4hieno[3,2-

268 433.4 ft]pyridine-5-carboxamide

N-[(3R,4S)-3 -hydroxytetrahy dropyran-4-yl] -3 -methy l-7-[(4-py razol- 1 -

269 449.3 ylphenyl)methyl]thienof3,2-ft]pyridine-5-carboxamide

7-[(2,6-difluoro-4-thiazol-4-yl-phenyl)methyl]-^-[(3i?,45)-3 -

270 488.2 hydroxytetrahydropyran-4-yl]thieno [3 ,2-£]pyridine-5-carboxamide

7-[(2,6-dffluoro-4-thiazol-4-yl-phenyl)methyl]- V-tetrahydropyran-4-yl-

271 472.2 thieno[3,2-ft]pyridine-5-carboxamide

7-[(2,6-dffluoro-4-thiazol-4-yl-phenyl)methyl]- V-(2-oxaspiro[3.3]heptan-6-

272 484.2 yl)thieno [3 ,2-ft]pyridine-5-carboxamide

7-[(2,6-difluoro-4-thiazol-4-yl-phenyl)methyl]-iV-[(LS 2.S')-2-

273 486.2 hydroxycyclohexyl]thieno[3,2-A]pyridine-5-carboxamide

7-[(2,6-difluoro-4-thiazol-4-yl-phenyl)methyl]-N-[(lR,2R)-2-

274 458.3 hydroxycyclobutyl]tiiieno[3,2-ft]pyridine-5-carboxamide

A^-(2-oxaspiro[3.3]heptan-6-yl)-7-[(4-pyrazol-l-ylphenyl)met hyl]thieno[3,2-

275 431.4 £]pyridine-5-carboxamide

N-(3 -methyloxetan-3 -yl)-7-[(4-pyrazol- 1 -ylphenyl)methy l]thieno [3 ,2-£]pyridine-

276 405 5-carboxamide

7-[(4-pyrazol-l-ylphenyl)methyl]-A ^f -[(3i?)-tetrahydrofuran-3-yl]thieno[3,2-

277 405.3 £]pyridine-5-carboxamide

7-[(4-pyrazol-l-ylphenyl)med yl]- V-[(35)-tetrahydrofuran-3-yl]thieno[3,2-

278 405.4 £]pyridine-5-carboxamide

A-(oxetan-3-yl)-7-[(4-pyrazol-l-ylphenyl)methyl]thieno[3,2-A ]pyridine-5-

279 391.4 carboxamide

A ⁱ -(3-fluorocyclobutyl)-7-[(4-pyrazol-l-ylphenyl)methyl] thieno[3,2-ft]pyridine-

280 407.3 5-carboxamide

N-(3 ,3 -difluorocyclobutyl)-7-[(4-pyrazol- 1 -ylphenyl)methy l]thieno [3 ,2-

281 425.3 £]pyridine-5-carboxamide

N-( 1 -cyanocyclopropyl)-7-[(4-pyrazol- 1 -ylphenyl)methyl]thieno [3 ,2-£]pyridine-

282 400.3 5-carboxamide

N-( 1 -cyano- 1 -methy 1-ethy l)-7-[(4-pyrazol- 1 -ylphenyl)metl yl]thieno [3 ,2-

283 402.4 £]pyridine-5-carboxamide

A^-(oxetan-2-ylmethyl)-7-[(4-py razol- 1 -ylphenyl)methyl] thieno [3.2-£]pyridine-5-

284 405.4 carboxamide

7-[(4-pyrazol-l-ylphenyl)methyl]-A-(tetrahydrofuran-3-ylmeth yl)tlTieno[3,2-

285 419.3 ft]pyridine-5-carboxamide

7-[(4-pyrazol-l-ylphenyl)methyl]- V-[[(25)-tetrahydrofuran-2-

286 419.3 yl]methyl]thieno[3,2-ftlpyridine-5-carboxamide

7-[(4-pyrazol-l-ylphenyl)methyl]- V-[[(2i?)-tetrahydrofuran-2-

287 419.2 yl]methyl]thieno[3,2-ftlpyridine-5-carboxamide

7-[(4-pyrazol-l -ylphenyl)methyl] - V-(tetrahydropyran-4-ylmethyl)thieno [3,2-

288 433.3 £]pyridine-5-carboxamide

7-[(4-pyrazol-l -ylphenyl)methyl] - V-(tetrahydropyran-2-ylmethyl)thieno [3,2-

289 433.4 £]pyridine-5-carboxamide

290 A-[(35)-3-piperidyll-7-[(4-pyrazol-l-ylphenyl)methyllthieno[ 3.2-A]pyridine-5- 418.3 yl]methyl]thieno[3,2-ft]pyridine-5-carboxamide

N-[[(2S)- 1 -ethylpyrrolidin-2-yl]methyl] -7-[[6-( 1 -methylpyrazol-3 -yl)-3 -

428 461.3 pyridyl]methyl]thieno[3,2-ft]pyridine-5-carboxamide

A ⁱ -(2-methoxyethyl)-7-[(4-pyrazol-l-ylphenyl)methyl]thie no[3,2-ft]pyridine-5-

429 393.3 carboxamide

N-(3 -methoxypropyl)-7-[(4-pyrazol- 1 -ylphenyl)methyl]thieno [3 ,2-ft]pyridine-5-

430 407.3 carboxamide

N-(3 -methoxycyclobutyl)-7-[(4-pyrazol- 1 -ylphenyl)methyl]thieno [3 ,2-

431 419.2 ft]pyridine-5-carboxamide

7-[(4-pyrazol-l-ylphenyl)methyl]-A ⁱ -[l-(2,2,2-trifluoroethyl)azetidin-3-

432 472.3 yljthieno [3 ,2-ft]pyridine-5-carboxamide

N- [ 1 -(oxetan-3 -y l)azetidin-3 -y 1] -7- [(4-py razol- 1 -y lpheny l)methyl] thieno [3 ,2-

433 446.2 ft]pyridine-5-carboxamide

N-( 1 -tert-butylazetidin-3 -yl)-7-[(4-pyrazol- 1 -y lpheny l)methyl]thieno [3 ,2-

434 446.4 ft]pyridine-5-carboxamide

N-( 1 -methylazetidin-3 -yl)-7-[(4-pyrazol- 1 -ylphenyl)methyl]thieno [3 ,2-

435 404.3 ft]pyridine-5-carboxamide

A^-cyclobutyl-7-[(4-pyrazol- 1 -y lpheny l)methyl]thieno [3 ,2-ft]pyridine-5-

436 389.4 carboxamide

A ⁱ -(2-oxocyclopentyl)-7-[(4-pyrazol- 1 -ylphenyl)methyl]thieno [3 ,2-ft]pyridine-5-

437 417.4 carboxamide

A ⁱ -(l-methyl-5-oxo-pyrrolidin-3-yl)-7-[(4-pyrazol-l-ylph enyl)methyl]thieno[3,2-

438 432.2 ft]pyridine-5-carboxamide

N-( 1 , 1 -dioxothiolan-3 -yl)-7-[(4-pyrazol- 1 -y lpheny l)methyl]thieno [3,2-

439 453.3 ft]pyridine-5-carboxamide

7-[(4-pyrazol-l -ylphenyl)methyl] -A^-tetrahydrofuran-3 -yl-thieno [3 ,2-ft]pyridine-

440 405.3 5-carboxamide

A^-(5-oxopyrrolidin-3 -yl)-7-[(4-pyrazol- 1 -ylphenyl)methyl]thieno [3,2-

441 418.3 ft]pyridine-5-carboxamide

N-( 1 -methyl-3 -piperidyl)-7-[(4-pyrazol- 1 -y lpheny l)methyl]thieno [3 ,2-

442 432.5 ft]pyridine-5-carboxamide

N-( 1 -methyl-4-piperidyl)-7-[(4-pyrazol- 1 -y lpheny l)methyl]thieno [3 ,2-

443 432.2 ft]pyridine-5-carboxamide

N-(3 -methyltetrahydropyran-4-yl)-7-[(4-pyrazol- 1 -ylphenyl)methyl]thieno [3 ,2-

444 433.3 ft]pyridine-5-carboxamide

2-oxa-5 -azabicy clo [2.2.1] heptan-5 -y 1- [7- [(4-pyrazol- 1 -

445 417.3 ylphenyl)methyl]thieno[3,2-ft]pyridin-5-yl]methanone

7-[(4-pyrazol-l -ylphenyl)methyl] -N-( 1 -tetrahydrofuran-2-ylethyl)thieno [3 ,2-

446 433.3 ft]pyridine-5-carboxamide

7-[(4-pyrazol-l -ylphenyl)methyl] -A^-tetrahydropyran-3 -yl-thieno [3 ,2-ft]pyridine-

447 419.2 5-carboxamide

N-( lH-pyrazol-3-ylmethyl)-7-[(4-pyrazol- 1 -ylphenyl)methyl]thieno [3 ,2-

448 415.3 ft]pyridine-5-carboxamide

Example 9. 7-Chloro- -methyl-lH-pyrrolo[3,2-b]pyridine-5-carbonitrile (T)

T [00324] 7-chloro-lH-pyrrolo[3,2-b]pyridine-5-carbonitrile was prepared using the procedure from Storz, Thomas et al., Synthesis, 2008, 2, 201-214. 1H NMR (400 MHz, DMSO-i¾) δ 8.02 (d, J= 3.2 Hz, 1H), 8.00 (s, 1H), 6.84 (d, J= 3.1 Hz, 1H); ES-MS [M+l] ⁺ : 178.2.

[00325] To a solution of 7-chloro-lH-pyrrolo[3,2-b]pyridine-5-carbonitrile (635 mg, 3.57 mmol, 1.0 eq.) in DMF (18 mL, 0.2 M) at 0 °C, NaH (60% dispersion in mineral oil, 215 mg, 5.36 mmol, 1.5 eq.) was added. The suspension was stirred for 15 min and iodomethane (334 uL, 5.36 mmol, 1.5 eq.) was added. The reaction mixture was stirred at 0 °C for 30 min. Water (~ 5mL) was added slowly. The mixture was extracted with EtOAc (3x). The combined extracts were washed with brine, dried (Na ₂ SC"4) filtered and concentrated in vacuo. Purification by flash chromatography on silica gel (0-50% EtOAc/hexanes) afforded 447 mg (90%) of the title compound. 1H NMR (400 MHz, DMSO-i¾) δ 1.97 (d, J= 3.2 Hz, 1H), 7.95 (s, 1H), 6.80 (d, J = 3.2 Hz, 1H), 4.15 (s, 3H); ES-MS [M+l] ⁺ : 192.2.

Example 10. l-Methyl-7-[(4-pyrazol-l-ylphenyl)methyl]pyrrolo[3,2-6]pyrid ine-5- carbonitrile (V)

[00326] Compound T (465 mg, 2.43 mmol, 1 eq.), bis(pinacolato)diboron (1.23 g, 4.85 mmol, 2 eq.), potassium acetate (715 mg, 7.28 mmol, 3 eq.), [Ι, - bis(diphenylphosphino)ferrocene]dichloropalladium (II) (178 mg, 0.24 mmol, 0.1 eq.) and 1,4- dioxane (16 mL, 0.15 M) were charged into a microwave vial. The reaction mixture was stirred at 100 °C overnight. Upon completion by LCMS, the reaction mixture was filtered over a Celite® pad which was rinsed with DCM/EtOAc (1 : 1). The filtrate was concentrated in vacuo. Purification by flash chromatography on silica gel (0-60% EtOAc/DCM) to provide l-methyl-7- (4,4,5, 5-tetramethyl-l,3,2-dioxaborolan-2-yl)pyrrolo[3,2-^]pyridine -5-carbonitrile (U) (680 mg, 99% - contaminated with some boronic ester). 1H NMR (400 MHz, DMSO-<f ₆ ) δ 7.93 (d, J= 3.3 Hz, 1H), 7.75 (s, 1H), 6.76 (d, J= 3.3 Hz, 1H), 3.99 (s, 3H), 1.39 (s, 12H); ES-MS [M+l] ⁺ : 202.3 (boronic acid). [00327] Compound U (190 mg, 0.67 mmol, 1 eq.), cesium carbonate (328 mg, 1.0 mmol, 1.5 eq.), l-[4-(chloromethyl)phenyl]-lH-pyrazole (162 mg, 0.84 mmol, 1.25 eq.), THF (3.9 mL) and water (0.56 mL) were charged into a microwave vial. Nitrogen gas was bubbled through the mixture for five minutes. [l, l'-bis(diphenylphosphino)ferrocene]dichloropalladium(II) (78 mg, 0.1 mmol, 0.15 eq.) was added. The vial was capped and the reaction stirred at 100°C overnight. Upon completion by LCMS, the reaction mixture was filtered over a Celite® pad which was washed DCM/EtOAc (1 : 1). The filtrated was concentrated in vacuo. Purification using reverse phase HPLC to provide the title compound (V) as a TFA salt (80 mg, 28%). 1H NMR (400 MHz, DMSO-i¾) δ 8.47 (s, 1H), 7.82-7.80 (m, 3H), 7.73 (s, 1H), 7.42 (s, 1H), 7.27 (d, J= 8.0 Hz, 2H), 6.71 (d, J= 3.1 Hz, 1H), 6.53 (s, 1H), 4.63 (s, 2H), 3.96 (s, 3H); ES-MS [M+l] ⁺ : 314.4.

Example 11. l-Methyl-7-[(4-pyrazol-l-ylphenyl)methyl]pyrrolo[3,2-6]pyrid ine-5-carboxylic acid

[00328] A mixture of compound V (70 mg, 0.16 mmol, 1 eq.) and concentrated hydrochloric acid solution (37%, 1.0 mL) was stirred at 100°C. After 2 h, the mixture was concentrated under reduced pressure to provide the title compound as an HC1 salt (60 mg, 99%) which was used without further purification. ES-MS [M+l] ⁺ : 333.2.

Example 12. l-Methyl-N-(2-oxaspiro[3.3]heptan-6-yl)-7-[(4-pyrazol-l- ylphenyl)methyl] pyrrolo [3,2-b] pyridine-5-carboxamide (449)

[00329] To a solution of carboxylic acid W (9.2 mg, 0.025 mmol, 1 eq.) in DMF (1 mL) was added N,N-diisopropylethylamine (22 μΐ., 0.125 mmol, 5 eq.) and 6-amino-2-oxa- spiro[3.3]heptane hydrochloride (7.9 mg, 0.053 mmol, 2.1 eq.). The mixture was stirred for 5 min and HATU (20 mg, 0.053 mmol, 2.1 eq.) was added. The reaction mixture was stirred for 20 min at rt. Purification by reverse phase HPLC afforded 5.3 mg (50%) of the title compound: 1H MR (400 MHz, OMSO-d ₆ ) δ 8.82 (d, J= 8.4 Hz, 1H), 8.52 (s, 1H), 7.86 (d, J= 8.0 Hz, 2H), 7.78 (s, 1H), 7.73 (d, J= 3.0 Hz, 1H), 7.60 (s, 1H), 7.31 (d, J= 7.7 Hz, 2H), 6.70 (d, J= 3.0 Hz, 1H), 6.60 (s, 1H), 4.69 (s, 4H), 4.56 (s, 2H), 4.35-4.28 (m, 1H), 4.04 (s, 3H), 2.41-2.39 (m, 4H); ES-MS [M+l] ⁺ : 428.2.

[00330] The following compounds were prepared in an analogous manner using the same or similar routes as described above.

£]pyridine-5-carboxamide

N-[(3R,4S)-3 -hydroxytetrahydropyran-4-yl] -1 -methyl-7-[[6-( 1 -

468 methylpyrazol-4-yl)-3-pyridyl]methyl]pyrrolo[3,2-ft]pyridine -5- 447.4 carboxamide

N-[(lS,2S)-2 -hydroxy cyclohexyl]-l-methyl-7-[[6-(l-methylpyrazol-4-

469 445.4 yl)-3 -pyridyl]methyl]pyrrolo [3 ,2-£]pyridine-5-carboxamide

1 -methyl-7-[[6-( 1 -methylpyrazol-4-yl)-3 -pyridyl] methyl] -N-

470 431.3 tetrahydropyran-4-yl-pyrrolo[3,2-£]pyridine-5-carboxamide

1 -methyl-7-[[6-( 1 -methylpyrazol-4-yl)-3 -pyridyl] methyl] -N- 2-

471 443.3 oxaspiro [3.3] heptan-6-y l)py rrolo [3 ,2-b ]py ridine-5 -carboxamide

V-(2,2-dimethyltetrahydropyran-4-yl)-l-methyl-7-[[6-(l-

472 methylpyrazol-4-yl)-3-pyridyl]methyl]pyrrolo[3,2-ft]pyridine -5- 459.4 carboxamide

1 -methyl-7- [ [4-( 1 -methylpyrazol-3 -y l)phenyl] methyl] -N-

473 430.2 tetrahydropyran-4-yl-pyrrolo[3,2-ft]pyridine-5-carboxamide

N-[(3R,4S)-3 -hydroxytetrahydropyran-4-yl] -1 -methyl-7-[[4-( 1 -

474 methylpyrazol-3-yl)phenyl]methyl]pyrrolo[3,2-ft]pyridine-5- 446.4 carboxamide

1 -methyl-7- [ [4-( 1 -methylpyrazol-3 -y l)phenyl] methyl] -N- 2-

475 442.4 oxaspiro [3.3] heptan-6-y l)py rrolo [3 ,2-ft ]py ridine-5 -carboxamide

1 -methyl-7- [ [4-( 1 -methylpyrazol-3 -y l)phenyl] methyl] -Λ'-

476 444.5 (tetrahydropyran-4-ylmethyl)pyrrolo[3,2-ft]pyridine-5-carbox arnide

N-(3 ,3 -dimethyltetrahydropyran-4-yl)-l -methyl-7-[[4-( 1 -

477 methylpyrazol-3-yl)phenyl]methyl]pyrrolo[3,2-ft]pyridine-5- 458.4 carboxamide

^-[(3i?,45)-3-hydroxytetrahydropyran-4-yl]-l-methyl-7-[(4-th iazol-2-

478 449.2 ylphenyl)methyl]pyrrolo[3,2-ft]pyridine-5-carboxamide

N-[( lS,2S)-2 -hydroxy cyclohexyl] - 1 -methyl-7-[(4-thiazol-2-

479 447.2 ylphenyl)methyl]pyrrolo[3,2-£]pyridine-5-carboxamide

1 -methy l- -tetrahy dropy ran-4 -y 1-7 - [(4 -thiazol-2 -

480 433.2 ylphenyl)methyl]pyrrolo[3,2-£]pyridine-5-carboxamide

l-methyl-^-(2-oxaspiro[3.3]heptan-6-yl)-7-[(4-thiazol-2-

481 445.2 ylphenyl)methyl]pyrrolo[3,2-ft]pyridine-5-carboxamide

N-[( lS,2S)-2-hydroxycyclobutyl] - 1 -methyl-7-[(4-thiazol-2-

482 419.2 ylphenyl)methyl]pyrrolo[3,2-ft]pyridine-5-carboxamide

N-[(lS,2S)-2-hydroxycyclopentyl]-l-methyl-7-[(4-thiazol-2-

483 433.2 ylphenyl)methyl]pyrrolo[3,2-ft]pyridine-5-carboxamide

V-(2,2-dimethyltetrahydropyran-4-yl)-l-methyl-7-[(4-thiazol- 2-

484 461.2 ylphenyl)methyl]pyrrolo[3,2-ft]pyridine-5-carboxamide

A ⁱ -(3,3-dimethyltetrahydropyran-4-yl)-l-methyl-7-[(4-thi azol-2-

485 461.2 ylphenyl)methyl]pyrrolo[3,2-£]pyridine-5-carboxamide

l-methyl-A ⁱ -(tetrahydropyran-4-ylmethyl)-7-[(4-thiazol-2-

486 447.2 ylphenyl)methyl]pyrrolo[3,2-ft]pyridine-5-carboxamide

N-(3 ,3 -difluorocyclobutyl)- 1 -methyl-7-[(4-thiazol-2-

487 439.2 ylphenyl)methyl]pyrrolo[3,2-ft]pyridine-5-carboxamide

N-(3 -fluorocyclobutyl)- 1 -methyl-7-[(4-thiazol-2-

488 421.2 ylphenyl)methyl]pyrrolo[3,2-ft]pyridine-5-carboxamide

1 -methyl-7- [[6-( 1 -methylpyrazol-3 -yl)-3 -pyridyl] methyl] -N-

503 431.2 tetrahydropyran-4-yl-pyrrolo [3 ,2-Z>]pyridine-5 -carboxamide;

N-(2,2-dimethyltetrahydropyran-4-yl)-l-methyl-7-[[6-(l-

504 methylpyrazol-3 -yl)-3 -pyridyl]methyl]pyrrolo [3 ,2-Z>]pyridine-5 - 459.2 carboxamide;

N-(3 ,3 -dimethyltetrahydropyran-4-yl)- 1 -methyl-7-[[6-( 1 -

505 459.3 methylpyrazol-3 -yl)-3 -pyridyl]methyl]pyrrolo [3 ,2-Z>]pyridine-5 - carboxamide;

N-(2,6-dimethyltetrahydropyran-4-yl)-l-methyl-7-[[6-(l-

506 methylpyrazol-3 -yl)-3 -pyridyl]methyl]pyrrolo [3 ,2-Z>]pyridine-5 - 459.2 carboxamide;

1 -methyl-7- [[6-( 1 -methylpyrazol-3 -yl)-3 -pyridyl] methyl] -N-(2-

507 443.2 oxaspiro[3.3]heptan-6-yl)pyrrolo[3,2-¾]pyridine-5-carboxami de;

1 -methyl-7- [[6-( 1 -methylpyrazol-3 -yl)-3 -pyridyl] methyl] -N-

508 (tetrahydropyran-4-ylmethyl)pyrrolo [3 ,2-Z>]pyridine-5 - 445.2 carboxamide;

1 -methyl-7- [[6-( 1 -methylpyrazol-3 -yl)-3 -pyridyl] methyl] -N-

509 431.2 (tetrahydro uran-3 -ylmethyl)pyrrolo [3 ,2-Z>]pyridine-5 -carboxamide;

N-(3 -fluorocyclobutyl)- 1 -methyl-7-[[6-( 1 -methylpyrazol-3 -yl)-3 -

510 419.2 pyridyl]methyl]pyTrolo[3,2-Z>lpyridine-5-carboxamide;

N-(3,3-difluorocyclobutyl)-l-methyl-7-[[6-(l-methylpyrazol-3 -yl)-

511 437.2 3 -pyridyl]methyl]pyrrolo [3 ,2-Z>]pyridine-5 -carboxamide;

N-[(l S,2S)-2-hydroxycyclohexyl]-l-methyl-7-[[6-(l-

512 methylpyrazol-3 -yl)-3 -pyridyl]methyl]pyrrolo [3 ,2-Z>]pyridine-5 - 445.2 carboxamide; and

N- [( 1 S,2S)-2-hydroxycyclobutyl] - 1 -methyl-7- [[6-(l -

513 methylpyrazol-3 -yl)-3 -pyridyl]methyl]pyrrolo [3 ,2-Z>]pyridine-5 - 417.2 carboxamide

Example 13. 7-chloro-lH-pyrazolo[4,3-Z>]pyridine (X)

[00331] To a solution of 7-chloro-lH-pyrazolo[4,3-b]pyridine (1000 mg, 6.51 mmol, 1.0 eq.) in THF (33 mL, 0.2 M) at 0 °C, NaH (60% dispersion in mineral oil, 547 mg, 13.68 mmol, 2.1 eq.) was added. The suspension was stirred for 15 min and iodomethane (405 uL, 6.51 mmol, 1.0 eq.) was added dropwise. The reaction mixture was stirred at 0 °C for 1 h and the ice bath was removed. After 16 h at rt, H ₄ C1 (aq) (~ 5mL) was added slowly. The mixture was extracted with EtOAc (3x). The combined extracts were washed with brine, dried (Na ₂ S0 ₄ ) filtered and concentrated in vacuo to afford 1 100 mg of the title compound. Material was taken forward without further purification. ES-MS [M+l] ⁺ : 168.4.

Example 14. 7-Chloro-l-methyl-lH-pyrazolo[4,3-Z>]pyridine-5-carbonitr ile (Z)

X Y

[00332] To a solution compound X (0.800 g, 4.77 mmol, 1 eq.) in dichloromethane (47.6 mL, 0.10 M) was added 3-chloroperoxybenzoic acid (3.21 g, 14.32 mmol, 3.0 eq.) in small portions over 15 minutes. After 16 h, the mixture was quenched with 10% NaS ₂ 0 ₃ solution and washed with 10% K ₂ C0 ₃ . The aqueous layer was extracted with CHCl ₃ /iPA solution (3 : 1, 4x). The organic layers were combined, dried (Na ₂ S0 ₄ ), filtered and concentrated in vacuo. Purification by flash chromatography on silica gel (0-100% 89/10/1 DCM/MeOH/NH ₄ OH with DCM) afforded 455 mg (52%) of 7-chloro-l -methyl- lH-pyrazolo[4,3-6]pyridine 4-oxide (Y). ES-MS [M+l] ⁺ : 184.2.

[00333] To a solution of compound Y (455 mg, 2.48 mmol, 1 eq.) in dichloromethane (12.4 mL, 0.2 M) was added trimethylsilylcyanide (0.62 mL, 4.96 mmol, 2 eq.). After 15 minutes, dimethylcarbamoylchloride (0.45 mL, 4.96 mmol, 2 eq.) was added over a 15 minute period. The reaction stirred for four hours before an additional amount of trimethylsilylcyanide (0.62 mL, 4.96 mmol, 2 eq.) and dimethylcarbamoylchloride (0.45 mL, 4.96 mmol, 2.0 eq.) were added in a similar manner as above. After 18 hours, reaction was quenched with 10% K ₂ C0 ₃ , washed with water and back extracted twice with dichloromethane. The organic layers were combined, dried (Na ₂ S0 ₄ ), filtered and concentrated in vacuo. Purification by flash chromatography on silica gel (0-40% EtOAc/hexanes) afforded 280 mg (59%) of the title compound Z. ES-MS [M+l] ⁺ : 193.3.

Example 15. l-methyl-7-(4-(thiazol-4-yl)benzyl)-lH-pyrazolo[4,3-6]pyridi ne-5-carbonitrile (BB)

[00334] Compound Z (275 mg, 1.43 mmol, 1 eq.), bis(pinacolato)diboron (725 mmol, 2 eq.), potassium acetate (700 mg, 7.14 mmol, 5 eq.), [Ι, - bis(diphenylphosphino)ferrocene]dichloropalladium (II) (50 mg, 0.07 mmol, 0.05 eq.) and 1,4- dioxane (7.1 mL, 0.20 M) were charged into a microwave vial. The reaction mixture was heated to 100 °C. After 16h and LCMS confirmed complete conversion, the reaction mixture was filtered over a Celite® pad which was rinsed with DCM/EtOAc (1 : 1). The filtrate was concentrated in vacuo to afford l-methyl-7-(4,4,5,5-tetramethyl-l,3,2-dioxaborolan-2-yl)-lH- pyrazolo[4,3-£]pyridine-5-carbonitrile (AA) (400 mg, 98%). Material was taken forward without further purification. ES-MS [M+l] ⁺ : 203.3 (boronic acid) .

[00335] Compound AA (200 mg, 0.70 mmol, 1 eq.), cesium carbonate (688 mg, 2.1 mmol, 3.0 eq.), 4-[4-(chloromethyl)phenyl]thiazole hydrochloride (173 mg, 0.70 mmol, 1.0 eq.), THF (7.0 mL) and water (1.0 mL) were charged into a microwave vial. Nitrogen gas was bubbled through the mixture for five minutes. [Ι,Γ- bis(diphenylphosphino)ferrocene]dichloropalladium(II) (77 mg, 0.106 mmol, 0.15 eq.). The vial was capped and the reaction stirred at 100°C overnight. Upon completion by LCMS, the reaction mixture was filtered over a Celite® pad which was washed EtOAc. The filtrated was

concentrated in vacuo. Purification using normal phase on silica gel (0-100%) EtOAc/hexanes) to provide the title compound BB (230 mg, 99%, -85% pure @ 254 nm). ES-MS [M+l] ⁺ : 332.2. Example 16. l-methyl-7-(4-(thiazol-4-yl)benzyl)-lH-pyrazolo[4,3-b]pyridi ne-5-carboxylic acid (CC)

[00336] A mixture of compound BB (230 mg, 0.69 mmol, 1 eq.) and concentrated

hydrochloric acid solution (37%, 4.0 mL) was stirred at 100°C. After 1 h, LCMS confirms complete conversion. The mixture was concentrated under reduced pressure. Crude residue was taken through without further purification. ES-MS [M+l] ⁺ : 351.2.

Example 17. l-Methyl-N-(2-oxaspiro[3.3]heptan-6-yl)-7-[(4-thiazol-4- ylphenyl)methyl] pyrazolo [4,3-6] pyridine-5-carboxamide (489)

[00337] To a solution of carboxylic acid (CC) (10 mg, 0.029 mmol, 1 eq.) in DMF (1.0 mL) was added N,N-diisopropylethylamine (25 μΐ., 0.143 mmol, 5.0 eq.) and 2- oxaspiro[3.3]heptan-6-amine hydrochloride (5.1 mg, 0.034 mmol, 1.2 eq.). The mixture was stirred for 5 min and HATU (13.0 mg, 0.034 mmol, 1.2 eq.) was added. The reaction mixture was stirred for 20 min at rt. Purification by reverse phase HPLC (30-60% acetonitrile:water w/ 0.1% TFA) afforded 7.6 mg (60%) of the title compound. ES-MS [M+l] ⁺ : 446.3.

[00338] The following compounds were prepared in an analogous manner using the same or similar routes as described above.

ES-MS

No. Name

[M+l] ⁺

N-[( \R,2R)-2 -hydroxy cyclobutyl] - 1 -methyl-7-[(4-thiazol-4-

490 420.3 ylphenyl)methyl]pyrazolo[4,3-£]pyridine-5-carboxamide

N-[(lS,2S)-2-hydroxycyclopentyl]-l-methyl-7-[(4-thiazol-4-

491 434.3 ylphenyl)methyl]pyrazolo[4,3-£]pyridine-5-carboxamide

N-[( lS,2S)-2 -hydroxy cyclohexyl] - 1 -methyl-7-[(4-thiazol-4-

492 448.4 ylphenyl)methyl]pyrazolo[4,3-£]pyridine-5-carboxamide

V-[(3i?,45)-3-hydroxytetrahydropyran-4-yl]-l-methyl-7-[(4-th iazol-4-

493 450.3 ylphenyl)methyl]pyrazolo[4,3-£]pyridine-5-carboxamide

l-methyl- V-(oxetan-2-ylmethyl)-7-[(4-thiazol-4-

494 420.3 ylphenyl)methyl]pyrazolo[4,3-£]pyridine-5-carboxamide

l-methyl-^-[[(2i?)-tetrahydrofuran-2-yl]methyl]-7-[(4-thiazo l-4-

495 434.4 ylphenyl)methyl]pyrazolo[4,3-£]pyridine-5-carboxamide

N-[( \R,2R)-2 -hydroxy cyclobutyl] - 1 -methyl-7-[(4-pyrazol-l -

496 403.3 ylphenyl)methyl]pyrazolo[4,3-£]pyridine-5-carboxamide

N-[( lS,2S)-2 -hydroxy cyclopentyl]- 1 -methyl-7-[(4-pyrazol- 1 -

497 417.4 ylphenyl)methyl]pyrazolo[4,3-£]pyridine-5-carboxamide

N-[( 15',25)-2-hydroxycyclohexyl] - 1 -methyl-7-[(4-pyrazol- 1 -

498 431.4 ylphenyl)methyl]pyrazolo[4,3-£]pyridine-5-carboxamide

N-[(3R,4S)-3 -hydro xytetrahydropyran-4-yl] -1 -methyl-7-[(4-pyrazol- 1 -

499 433.3 ylphenyl)methyl]pyrazolo[4,3-£]pyridine-5-carboxamide

1 -methyl-A^-(2-oxaspiro [3.3] heptan-6-y l)-7- [(4-pyrazol- 1 -

500 429.4 ylphenyl)methyl]pyrazolo[4,3-£]pyridine-5-carboxamide

1 -methyl-A ⁱ -(oxetan-2-ylmethyl)-7-[(4-pyrazol- 1 -

501 403.4 ylphenyl)methyl]pyrazolo[4,3-£]pyridine-5-carboxamide

1- methyl-7-[(4-pyrazol-l-ylphenyl)methyl]-A ⁱ -[[(2i?)-tetrahydrofuran-

502 417.4

2- yl]methyl]pyrazolo[4,3-£]pyridine-5-carboxamide Example 18. Biological Activity

a. Cell Lines Expressing Muscarinic Acetylcholine Receptors

[00339] Chinese hamster ovary (CHO-K1) cells stably expressing rat (r)Mi were purchased from the American Type Culture Collection and cultured according to their indicated protocol. CHO cells stably expressing human (h)M ₂ , hM ₃ , and hM ₅ were described previously (Levey, et al., 1991); hM ₁ and hM ₄ cDNAs were purchased from Missouri S&T cDNA Resource; rM ₄ cDNA was provided by T. I. Bonner (National Institutes of Health, Bethesda, MD). rM ₂ and rM ₃ were cloned from a rat brain cDNA library and sequence verified. hMi, rM ₂ , rM ₃ , hM ₄ , and rM ₄ cDNAs were used to stably transfect CHO-K1 cells purchased from the American Type Culture Collection using Lipofectamine2000. To make stable rM ₂ , hM ₂ , rM3, hM _4; and rM ₄ cell lines for use in calcium mobilization assays, these cells also were stably transfected with a chimeric G- protein (G _q i ₅ ) (provided by B.R. Conklin, University of California, San Francisco) using

Lipofectamine 2000. rMi _; hMi, rM ₃ , hM ₃ , rM ₅ , and hM ₅ cells were grown in Ham's F-12 medium containing 10% heat-inactivated fetal bovine serum (FBS), 20 mM HEPES, and 50 μg/mL G418 sulfate. rM2-G _q i ₅ , hM ₂ -G _q i _5; and hM ₄ -G _q i ₅ cells were grown in the same medium also containing 500 μg/mL Hygromycin B. Stable rM ₄ -G _q i5 cells were grown in DMEM containing 10% heat-inactivated FBS, 20 mM HEPES, 400 μg/mL G418 sulfate, and 500 μg/mL Hygromycin B.

b. Cell-Based Functional Assay of Muscarinic Acetylcholine Receptor Activity

[00340] For high throughput measurement of agonist-evoked increases in intracellular calcium, CHO-K1 cells stably expressing muscarinic receptors were plated in growth medium lacking G418 and hygromycin at 15,000 cells/20 μΕΛνεΙΙ in Greiner 384-well black-walled, tissue culture (TC)-treated, clear-bottom plates (VWR). Cells were incubated overnight at 37 °C and 5%> C0 ₂ . The next day, cells were washed using an ELX 405 (BioTek) with four washes (80μΙ.) of assay buffer then aspirated to 20 μΕ. Next, 20 μΐ. of 16 μΜ Fluo-4/acetoxymethyl ester (Invitrogen, Carlsbad, CA) prepared as a 2.3 mM stock in DMSO and mixed in a 1 : 1 ratio with 10%) (w/v) Pluronic F-127 and diluted in assay buffer was added to the wells and the cell plates were incubated for 50 min at 37 °C and 5%> C0 ₂ . Dye was removed by washing with the ELX 405 (four 80μΙ. washes of assay buffer) then aspirated to 20 μΕ. Compound master plates were formatted in an 1 1 point CRC format (1 :3 dilutions) in 100% DMSO with a starting concentration of 10 mM using the BRAVO liquid handler (Agilent). Test compound CRCs were then transferred to daughter plates (240 nL) using the Echo acoustic plate reformatter (Labcyte, Sunnyvale, CA) and then diluted into assay buffer (40 μΐ.) to a 2x stock using a Thermo Fisher Combi (Thermo Fisher Scientific, Waltham, MA).

[00341] Calcium flux was measured using the Functional Drug Screening System (FDSS) 6000 (Hamamatsu Corporation, Tokyo, Japan) as an increase in the fluorescent static ratio. Compounds were applied to cells (20 μΐ., 2X) using the automated system of the FDSS 6000 at 4 s into the 300 s protocol and the data were collected at 1 Hz. At 144 s into the 300s protocol, 10 μΙ_, of an EC 20 concentration of the muscarinic receptor agonist acetylcholine was added (5X), followed by the addition of 12 μΙ_, an EC ₈₀ concentration of acetylcholine at the 230 s time point (5X). Agonist activity was analyzed as a concentration-dependent increase in calcium

mobilization upon compound addition. Positive allosteric modulator activity was analyzed as a concentration-dependent increase in the EC 20 acetylcholine response. Antagonist activity was analyzed as a concentration-dependent decrease in the EC ₈₀ acetylcholine response.

Concentration-response curves were generated using a four-parameter logistical equation in XLfit curve fitting software (IDBS, Bridgewater, NJ) for Excel (Microsoft, Redmond, WA) or Prism (GraphPad Software, Inc., San Diego, CA).

[00342] The above described assay was also operated in a second mode where an appropriate fixed concentration of the present compounds were added to the cells after establishment of a fluorescence baseline for about 3 seconds, and the response in cells was measured. 140 s later the appropriate concentration of agonist was added and readings taken for an additional 106 s. Data were reduced as described above and the EC50 values for the agonist in the presence of test compound were determined by nonlinear curve fitting. A decrease in the EC50 value of the agonist with increasing concentrations of the present compounds (a leftward shift of the agonist concentration-response curve) is an indication of the degree of muscarinic positive allosteric modulation at a given concentration of the present compound. An increase in the EC50 value of the agonist with increasing concentrations of the present compounds (a rightward shift of the agonist concentration response curve) is an indication of the degree of muscarinic antagonism at a given concentration of the present compound. The second mode also indicates whether the present compounds also affect the maximum response of the muscarinic receptor to agonists.

c. Results and Discussion of Biological Activity Data

[00343] Activity (EC ₅₀ ) was determined in the mAChR Mi cell-based functional assay as described above and the data are shown in Table 1. The data in Table 1 demonstrates that the disclosed compounds are positive allosteric modulators of mAChR Mi and show high affinity for the mAChR Mi receptor(s). Moreover, compounds in Table 1 are at least 10-fold selective versus M ₂ -M ₅ .

Table 1.

Data for additional compounds are provided in Table 2.

Compound Human Mi Compound Human Mi

E _max (%) E _max (%) No. EC ₅₀ (μΜ) No. EC ₅₀ (μΜ)

58 6.03 50.2 290 5.34 65.28

59 2.84 88.5 291 1.12 64.33

60 5.6 71.62 292 0.225 81.79

61 > 10 μΜ 64.81 293 0.006 61.64

62 > 10 μΜ 41.24 294 0.0157 71.08

63 3.99 87.02 295 0.0525 72.42

64 0.962 70.71 296 0.273 79.9

65 1.72 37.28 297 0.225 76.42

66 7.41 92.97 298 0.368 45.53

67 2.78 92.7 299 0.702 75.01

68 9.7 22.75 300 0.225 75.26

69 6.82 80.32 301 0.0423 71.87

70 > 10 μΜ 62.39 302 0.405 69.87

71 0.0803 92.73 303 0.366 70.72

72 > 10 μΜ 84.47 304 0.568 72.27

73 0.0501 87.88 305 2.85 76.33

74 0.0122 84.94 306 2.92 79.3

75 0.0221 90.07 307 3.44 67.22

76 0.739 67.62 308 5.36 62.14

77 0.136 84.83 309 4.93 57.34

78 0.31 87.24 310 0.471 78.09

79 0.397 70.48 311 0.714 77.06

80 > 10 μΜ 65.92 312 0.109 65.49

81 > 10 μΜ 33.03 313 0.0227 63.88

82 > 10 μΜ 70.42 314 0.203 84.1

83 > 10 μΜ 52.87 315 0.475 82.29

84 > 10 μΜ 24.37 316 1.09 56.48

85 0.0801 87.87 317 1.68 43.15

86 0.255 87.7 318 1.41 72.2

87 3.13 84.89 319 1.81 56.08

88 0.503 90.46 320 3.98 60.68

89 1.73 71.84 321 0.805 79.16

90 0.154 90.66 322 0.62 75.09

91 0.0738 87.89 323 0.689 76.81

92 > 10 μΜ 66.77 324 1.05 78.86

93 6.72 70.34 325 0.907 83.27

94 1.25 84.58 326 2.84 83.87

95 3.13 34.21 327 0.166 79.21

96 > 10 μΜ 43.58 328 0.197 80.5

97 > 10 μΜ 75.15 329 0.458 73.51

98 6 66.62 330 0.0228 62.77

99 7.3 77.7 331 0.368 69.67

100 0.654 87.55 332 0.0569 69.03

101 4.96 75.66 333 0.446 84.74

102 2.7 82.52 334 0.103 83.05

103 0.233 89.27 335 0.158 83.61

104 0.164 86.85 336 0.0643 58.36 Compound Human Mi Compound Human Mi

E _max (%) E _max (%) No. EC ₅₀ (μΜ) No. EC ₅₀ (μΜ)

105 0.825 87.69 337 0.852 84.16

106 2.2 82.14 338 0.0849 93.29

107 0.474 88.47 339 0.131 87.38

108 5.27 48.36 340 0.225 88.31

109 3.25 54.6 341 1.69 78.77

110 5.06 71 342 0.289 89.5

111 2.4 72.46 343 0.975 80.78

112 5.82 36.67 344 0.798 85.55

113 0.985 83.82 345 0.203 74.46

114 0.562 84.54 346 0.266 89.4

115 1.05 86.25 347 0.499 82.2

116 0.32 78.67 348 0.128 85.56

117 0.0833 76.61 349 0.0254 89.75

118 0.134 83.65 350 0.0805 70.48

119 2.28 83.31 351 0.143 89.87

120 1.32 75.32 352 0.0327 90.7

121 6.76 54.85 353 0.00505 62.06

122 0.869 80.43 354 0.0148 64.22

123 0.435 28.83 355 0.355 86.61

124 2.46 64.38 356 0.39 84.81

125 > 10 μΜ 59.06 357 0.458 86.52

126 > 10 μΜ 27.39 358 0.201 84.34

127 > 10 μΜ 79.22 359 0.573 83.42

128 > 10 μΜ 74.96 360 0.0385 88.14

129 > 10 μΜ 51.45 361 0.114 86.9

130 > 10 μΜ 20.05 362 0.0849 72.37

131 4.65 83.39 363 0.321 85.17

132 > 10 μΜ 54.86 364 0.832 83.83

133 3.62 77.86 365 1.35 57.88

134 3.21 37.6 366 1.87 83.72

135 > 10 μΜ 60.93 367 > 10 μΜ 71.86

136 0.359 80.96 368 2.3 65.61

137 0.548 80.27 369 2.29 59.48

138 > 10 μΜ 74.29 370 0.4 77.72

139 > 10 μΜ 51.11 371 0.0221 81.49

140 0.306 82.79 372 1.88 75.26

141 > 10 μΜ 36.89 373 1.42 79.59

142 4.95 23.86 374 0.556 73.1

143 > 10 μΜ 50.46 375 > 10 μΜ 77.37

144 > 10 μΜ 50.66 376 0.17 60.72

145 > 10 μΜ 41.57 377 0.412 58.66

146 0.336 90.73 378 0.167 58.93

147 > 10 μΜ 33.95 379 0.15 53.87

148 0.0331 85.47 380 0.287 64.46

149 0.00984 85.01 381 0.0981 60.43

150 0.722 88.55 382 0.386 56.62

151 0.595 88.37 383 > 10 μΜ 30.37 Compound Human Mi Compound Human Mi

E _max (%) E _max (%) No. EC ₅₀ (μΜ) No. EC ₅₀ (μΜ)

152 0.272 92.28 384 1.37 65.25

153 0.00474 59.77 385 > 10 μΜ 41.11

154 0.0062 83.91 386 1.91 66.14

155 0.0127 68.65 387 0.583 69.46

156 0.26 89.15 388 0.846 67.84

157 0.0242 70.03 389 0.345 64.91

158 0.343 89.65 390 0.926 66.28

159 0.141 80.54 391 1.8 73.38

160 3.93 77.54 392 0.199 65.44

161 3.51 78.75 393 1.34 68.69

162 5.04 73.98 394 0.233 65.49

163 2.53 75.36 395 0.0185 60.12

164 2.55 74.57 396 1.06 63.03

165 > 10 μΜ 70.83 397 0.111 59.59

166 0.0168 81.62 398 0.438 60.92

167 0.0253 90.39 399 4.31 45.13

168 0.0842 82.56 400 4.21 51.41

169 1.36 84.13 401 4.57 40.54

170 0.15 82.9 402 > 10 μΜ 41.68

171 0.373 93.02 403 6.98 60.8

172 0.685 88.76 404 3.57 56.74

173 > 10 μΜ 37.04 405 0.428 73.46

174 > 10 μΜ 45.14 406 5.05 59.11

175 0.0177 84.29 407 0.368 69.86

176 0.362 93.15 408 0.397 44.96

177 > 10 μΜ 39.68 409 0.725 68.81

178 0.652 85.99 410 0.0562 63.37

179 3.8 65.21 411 0.077 57.58

180 3.3 72.06 412 0.222 69.08

181 3.82 63.96 413 0.191 72.51

182 0.183 83.95 414 0.703 71.54

183 2.53 67.35 415 8.35 62.96

184 3.61 68.49 416 1.29 71.42

185 4.23 52.12 417 4.65 66.62

186 3.29 74.23 418 5.13 66.98

187 3.2 72.06 419 0.76 70.1

188 1.79 83.18 420 0.4 64.22

189 6.27 72.03 421 0.422 66.92

190 6.14 75.45 422 1.62 71.62

191 0.247 86.86 423 0.637 70.61

192 0.0153 78.68 424 8.47 68.61

193 0.0311 85.67 425 5.14 65.75

194 0.0596 80.68 426 0.29 62.73

195 2.39 81.75 427 0.316 64.56

196 0.234 81.27 428 1.89 70.24

197 1.38 80.8 429 0.597 72.71

198 0.484 89.95 430 1.08 72.89 Compound Human Mi Compound Human Mi

E _max (%) E _max (%) No. EC ₅₀ (μΜ) No. EC ₅₀ (μΜ)

199 1.42 88.09 431 1.48 69.35

200 0.116 89.39 432 3.42 47.52

201 > 10 μΜ 38.46 433 1.77 65.42

202 1.37 63.67 434 1.46 66.23

203 2.2 75.31 435 2.29 76.93

204 0.897 83.55 436 1.5 69.09

205 1.72 77.95 437 0.201 69.97

206 0.0388 86.96 438 2.21 63.11

207 2.97 77.02 439 0.4 68.08

208 1.88 80.3 440 1.97 69.34

209 3.89 69.69 441 1.48 63.69

210 2.34 82.25 442 1.49 71.83

211 1.78 82.64 443 1.48 66.59

212 0.858 73.26 444 0.263 70.95

213 1.12 61.23 445 > 10 μΜ 50.74

214 5.95 81.07 446 0.922 72.8

215 0.0101 72.68 447 1.1 73.94

216 0.022 81.25 448 0.795 67.85

217 0.0454 74.83 449 0.157 73.14

218 > 10 μΜ 52.22 450 0.00689 71

219 0.144 72.99 451 0.184 71.66

220 1.28 80.64 452 0.339 71.94

221 0.595 86.93 453 0.00677 63.09

222 0.317 80.3 454 0.0139 69.29

223 0.0294 79.92 455 0.136 75.13

224 0.0134 71.22 456 0.129 67.89

225 0.00731 63.59 457 0.0348 64.79

226 0.00936 66.22 458 0.129 73.39

227 0.125 79.83 459 0.108 73.52

228 0.16 81.82 460 0.379 70.34

229 0.0271 78.57 461 0.41 70.83

230 0.175 77.69 462 2.05 67.89

231 0.0687 88.47 463 1.01 71.89

232 0.134 75.66 464 1.87 71.2

233 0.161 67.8 465 1.87 72.04

234 1.37 64.6 466 0.364 72.15

235 1.01 71.14 467 2.97 61.18

236 2.68 78.19 468 0.0118 70.04

237 0.455 85.16 469 0.0298 72.28

238 0.108 84.65 470 0.223 85.95

239 3.08 81.48 471 0.39 85.42

240 > 10 μΜ 19.9 472 0.422 85.57

241 > 10 μΜ 18.81 473 0.106 85.75

242 > 10 μΜ 17.83 474 0.00643 70.38

243 > 10 μΜ 17.87 475 0.183 83.52

244 0.187 15.03 476 0.28 83.47

245 > 10 μΜ 16.23 477 0.2 86.38 Compound Human Mi Compound Human Mi

E _max (%) E _max (%) No. EC ₅₀ (μΜ) No. EC ₅₀ (μΜ)

246 > 10 μΜ 16.02 478 0.00624 53.2

247 4.06 30.64 479 0.041 52.5

248 4.88 71.3 480 0.36 57.2

249 > 10 μΜ 42.09 481 0.386 57

250 > 10 μΜ 48.08 482 0.171 61.2

251 0.234 70.27 483 0.065 58.6

252 0.258 78.38 484 0.704 47.2

253 0.144 74.45 485 0.662 61.6

254 0.142 71.61 486 0.483 37.5

255 0.00576 46.95 487 0.819 25.5

256 0.0576 50.01 488 1.15 37.5

257 > 10 μΜ 26.42 489 2.75 52.02

258 > 10 μΜ 27.49 490 > 10 μΜ 61.88

259 > 10 μΜ 56.22 491 1.71 72.93

260 5.37 58.41 492 0.504 73.26

261 > 10 μΜ 52.84 493 0.176 65.53

262 > 10 μΜ 24.36 494 5.02 52.23

263 > 10 μΜ 29.33 495 3.91 65.12

264 > 10 μΜ 72.68 496 > 10 μΜ 65.66

265 > 10 μΜ 56.36 497 1.18 68.11

266 > 10 μΜ 59.3 498 0.428 67.26

267 0.00341 50.9 499 0.267 65.29

268 0.0595 70.06 500 > 10 μΜ 63.14

269 0.0234 77.56 501 > 10 μΜ 57.37

270 0.0397 78.51 502 4.14 67.22

271 0.312 45.55 503 1.56 66.62

272 0.434 35.87 504 1.35 79.48

273 0.272 73.57 505 0.752 79.36

274 > 10 μΜ 46.82 506 7.12 78.23

275 0.043 69.87 507 0.985 77.63

276 5.5 64.52 508 2.31 79.87

277 0.627 67.93 509 4.32 75.4

278 0.485 73.41 510 4.28 76.78

279 1.05 68.72 511 1.77 66.13

280 0.297 71.76 512 0.0913 70.76

281 0.256 55.01 513 0.712 77.77

282 0.601 40.02

[00345] It is understood that the foregoing detailed description and accompanying examples are merely illustrative and are not to be taken as limitations upon the scope of the invention, which is defined solely by the appended claims and their equivalents.

[00346] Various changes and modifications to the disclosed embodiments will be apparent to those skilled in the art. Such changes and modifications, including without limitation those relating to the chemical structures, substituents, derivatives, intermediates, syntheses, compositions, formulations, or methods of use of the invention, may be made without departing from the spirit and scope thereof.