CROSS REFERENCE TO RELATED APPLICATIONS

[0001] This application claims the benefit of, and priority to, U.S. provisional application serial numbers 62/633,221, filed February 21, 2018; 62/633,222, filed February 21, 2018; 62/633,224, filed February 21, 2018; 62/633,226, filed February 21, 2018; 62/633,223, filed February 21, 2018; and 62/633,228, filed February 21, 2018; the contents of each of which are hereby incorporated by reference herein in their entirety.

BACKGROUND

[0002] Src homology region 2 (SH2)-containing protein tyrosine phosphatase 2 (SHP2) is a protein tyrosine phosphatase encoded by the PTPN11 gene. SHP2 contains two Src homology 2 (SH2) NH2-terminal domains and a C-terminal protein-tyrosine phosphatase domain. It is ubiquitously expressed in various tissues and cell types. SHP2 plays an important role in diverse signaling pathways to regulate cellular biological processes and is involved in the signaling pathways of a variety of growth factors and cytokines. Within a single signaling pathway, SHP2 can play both positive (signal enhancing) and negative (signal diminishing) roles in intracellular signaling processes. SHP2 is believed to function by dephosphorylating its associated signaling molecules, thereby attenuating the local signaling flow. However, the main effect of SHP2 action in most signaling pathways (e.g, growth factor, cytokine, and extracellular matrix receptors) is to enhance signal transduction. For example, SHP2 is a positive regulator of the ERK/MAPK signaling pathway, playing a key role in regulating cellular proliferation and survival. (For a review of SHP2 phosphatase, see, e.g, K. S. Grossman et al., Adv. Cancer Res. 2010, 106, 53-89; and references cited therein.)

[0003] In the basal state, SHP2 is normally auto-inhibited due to intramolecular interactions between its N-terminal SH2 (N-SH2) domain and its catalytic (PTP) domain, which blocks access to the catalytic site. Activating proteins that interact with the SH2 domains induce a conformational change that reverses this inhibition and allows substrate access to the catalytic site. Mutations in the PTPN11 gene that affect the N-SH2 or PTP domain residues involved in basal inhibition of SHP2 result in more readily activatable forms of SHP2 protein, which can lead to unregulated or increased SHP2 activity. Such activated mutants of SHP2 have been associated with developmental disorders such as Noonan syndrome, where nearly all mutated forms of SHP2 demonstrate increased PTP activity. Thus, there is a need for SHP2 phosphatase inhibitor compounds and methods for treating cancer and other disorders with these compounds.

SUMMARY

[0004] It is understood that any of the embodiments described below can be combined in any desired way, and that any embodiment or combination of embodiments can be applied to each of the aspects described below, unless the context indicates otherwise.

[0005] For example, provided herein is a compound represented by Formula i, ii, or iii:

or a pharmaceutically acceptable salt or stereoisomer thereof, wherein: TT ¹ is selected from the group consisting of:

TT ² is selected from the group consisting of:

X is selected from the group consisting of a bond, -0-, -NR ^X1 - -C(0)NR ^X11 -, - S(0) _w- (wherein w is 0, 1 or 2), -C(O)-, -C(R ^X2 R ^X3 )-, -0-C(R ^X4 R ^X5 )-, -C(R ^X4 R ^X5 )-0- and -C=C(R ^X6 R ^X7 )

Y is selected from the group consisting of a bond, -C(O) -, -NR ^Y -, -C _l-3 alkyl ene- NR ^Y -, and -NR ^Y -Ci-3alkylene-; Z is selected from the group consisting of N and C(R ^Z ); wherein if Y is a bond or -C(O) Z is N; and wherein if Y is -NR ^Y - -Ci _-3 alkylene- NR ^Y -, or-NR ^Y -Ci _-3 alkylene- Z is C(R ^Z );

R ^z is selected from the group consisting of hydrogen and Ci- ₆ alkyl; wherein Ci _-6 alkyl may optionally be substituted by halogen, hydroxyl, and -NR ^a R ^b ,

A is selected from the group consisting of a 6-10 membered monocyclic or bicyclic aryl, a 5-7 membered monocyclic heteroaryl having one or more heteroatoms each independently selected from O, S, or N, a 8-10 membered bicyclic heteroaryl having one or more heteroatoms each independently selected from O, S, or N; and a 4-7 membered heterocyclyl, wherein A may optionally be substituted by one, two, three or more substituents each independently selected from the group consisting of -R ¹⁰ , -OR ¹⁰ , -S(0) _w R ¹⁰ (wherein w is 0, 1 or 2), -N(R ¹⁰ ) ₂ , -OS(0) _W -R ¹⁰ (wherein w is 0, 1, or 2), -S(O) _w -N(R ¹⁰ ) ₂ (wherein w is 0, 1 or 2), -S(0)(NH)R ¹⁰ , -P(O)(R ¹⁰ ) ₂ -C(0)R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano;

R ¹⁰ is independently selected from the group consisting of hydrogen, Ci- ₆ alkyl, Ci- ₆ haloalkyl, C _3-6 cycloalkyl, heterocycloalkyl, aryl, and heteroaryl; wherein R ¹⁰ may optionally be substituted by one, two, three or more substituents each independently selected from the group consisting of halogen, -C(0)R ²⁰ , Ci _-6 alkyl and Ci _-6 haloalkyl;

R ²⁰ is selected from the group consisting of hydroxyl, halogen, and Ci- ₆ alkyl;

R ¹ and R ² are each selected from the group consisting of hydrogen and Ci-ioalkyl; wherein Ci-ioalkyl may optionally be substituted by one, two, three or more substituents each independently selected from R ^p ; or R ¹ and R ² , together with carbon or nitrogen to which they are attached, form a 3-7 membered saturated carbocyclic or 4-7 membered saturated heterocyclic ring B having one or two heteroatoms each independently selected from the group consisting of O, S(0) _w (wherein w is 0, 1, or 2), and NR ^h ; wherein carbocyclic or heterocyclic ring B may be monocyclic or bicyclic; carbocyclic or heterocyclic ring B may optionally be substituted on one or more available carbons by one, two, three or more substituents each independently selected from the group consisting of halogen, hydroxyl, cyano, oxo, -NR ^a R ^b , -CO _? H -C(0)-NR ^a R ^b , - S(0) _2- NR ^a R ^b , Ci _-6 alkyl, C _2-6 alkenyl, C _2-6 alkynyl, C _3-6 cycloalkyl, Ci _-6 alkoxy, C _3-6 alkenyloxy, C _3-6 alkynyloxy, C _3-6 cycloalkoxy, Ci _-6 alkylcarbonyl-, Ci _-6 alkoxycarbonyl, Ci _-6 alkyl-S(0) _w - (wherein w is 0, 1 or 2), Ci _-6 alkylcarbonyl-N(R ^a )-, Ci _-6 alkoxycarbonyl-N(R ^a )-, aryl and heteroaryl; wherein Ci _-6 alkyl, C _2-6 alkenyl, C _2-6 alkynyl, C _3-6 cycloalkyl, Ci _-6 alkoxy, C _{3- 6} alkenyloxy, C _3-6 alkynyloxy, C _3-6 cycloalkoxy, Ci _-6 alkylcarbonyl-, Ci _-6 alkoxycarbonyl, Ci. ₆ alkyl-S(0) _w - (wherein w is 0, 1 or 2), Ci _-6 alkylcarbonyl-N(R ^a )- and Ci _-6 alkoxycarbonyl- N(R ^a )- may optionally be substituted by one or more substituents each independently selected from R ^p ; and wherein aryl and heteroaryl may optionally be substituted by one or more substituents each independently selected from R ;

R ^X1 is selected from the group consisting of hydrogen, Ci _-6 alkyl and phenyl, or R ^X1 and ring A together with the nitrogen to which they are attached form an 8-10 membered saturated or partially unsaturated bicyclic heterocyclyl which may have one or more additional heteroatoms each independently selected from the group consisting of O, S, and N; wherein the heterocyclyl may optionally be substituted by one, two, three or more

substituents each independently selected from the group consisting of R ¹⁰ , -OR ¹⁰ , -S(0) _w R ¹⁰ (wherein w is 0, 1 or 2), -N(R ¹⁰ ) ₂ , -OS(0) _w -R ¹⁰ (wherein w is 0, 1, or 2), -S(O) _w -N(R ¹⁰ ) ₂ (wherein w is 0, 1 or 2), -S(0)(NH)R ¹⁰ , -P(O)(R ¹⁰ ) ₂ -C(0)R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano;

R ^xu is selected from the group consisting of hydrogen, Ci _-6 alkyl and phenyl, or R ^xu and ring A together with the nitrogen to which they are attached form an 8-10 membered saturated or partially unsaturated bicyclic heterocyclyl which may have one or more additional heteroatoms each independently selected from the group consisting of O, S, and N; wherein the heterocyclyl may optionally be substituted by one, two, three or more

substituents each independently selected from the group consisting of R ¹⁰ , -OR ¹⁰ , -S(0) _w R ¹⁰ (wherein w is 0, 1 or 2), -N(R ¹⁰ ) ₂ , -OS(0) _w -R ¹⁰ (wherein w is 0, 1, or 2), -S(O) _w -N(R ¹⁰ ) ₂ (wherein w is 0, 1 or 2), -S(0)(NH)R ¹⁰ , -P(O)(R ¹⁰ ) ₂ -C(0)R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano;

R ^X2 and R ^X3 are each independently selected from the group consisting of hydrogen, halogen, hydroxyl, -NR ^a R ^b , -C(0)-NR ^a R ^b , Ci _-6 alkyl and Ci _-6 alkoxy; wherein Ci _-6 alkyl and Ci _-6 alkoxy may optionally be substituted by one or more substituents each independently selected from R ^p ; or R ^X2 and R ^X3 together with the carbon to which they are attached form a 3-6 membered carbocycle optionally substituted by one or more substituents each independently selected from the group consisting of hydrogen, halogen, -NR ^a R ^b , -C(0)-NR ^a R ^b , oxo, Ci. ₆ alkyl and Ci _-6 alkoxy;

R ^X4 and R ^X5 are each independently selected from the group consisting of hydrogen and Ci _-6 alkyl; wherein Ci _-6 alkyl may optionally be substituted by one or more substituents each independently selected from R ^p ;

R ^X6 and R ^X7 are each independently selected from the group consisting of hydrogen, halogen, -C(0)-NR ^a R ^b , cyano and Ci _-6 alkyl; wherein Ci _-6 alkyl may optionally be substituted by one or more substituents each independently selected from R ^p ;

R ^Y is selected from the group consisting of hydrogen, Ci _-6 alkyl and phenyl;

R ³ is selected from the group consisting of hydrogen, halogen, hydroxyl, Ci _-6 alkyl and -NR ^a R ^b ;

R ⁴ and R ⁵ are each independently selected from the group consisting of hydrogen, hydroxyl, Ci- ₆ alkyl, Ci- ₆ alkoxy, Ci- ₆ alkyl-0-R ⁶ , -C(0)N(R ⁶ ) ₂ , -N(R ⁶ ) ₂ , halogen, Ci- ₆ alkyl- N(R ⁶ ) ₂ , and cyano; wherein Ci- ₆ alkyl, Ci- ₆ alkoxy, Ci- ₆ alkyl-0-R ⁶ , and Ci- ₆ alkyl-N(R ⁶ ) ₂ may optionally be substituted by one or more substituents each independently selected from the group consisting of hydroxyl, -NH ₂ , oxo, and halogen, or R ⁴ and R ⁵ , taken together with the atoms to which they are attached, form a 3-7 membered carbocyclic or heterocyclic saturated or partially unsaturated ring, wherein the ring may optionally be substituted by one or more substituents each independently selected from the group consisting of hydroxyl, Ci- ₆ alkyl, Ci- ₆ alkoxy, -N(R ⁶ ) ₂ , halogen, oxo, and cyano; or R ⁴ and R ⁸ , taken together with the atoms to which they are attached, form a 4-7 membered carbocyclic or heterocyclic ring, wherein the ring may optionally be substituted by one or more substituents each independently selected from the group consisting of hydroxyl, Ci- ₆ alkyl, Ci- ₆ alkoxy, -N(R ⁶ ) ₂ , halogen, oxo, and cyano; or R ⁴ is absent, and R ⁴ and R ⁸ , taken together with the atoms to which they are attached, form a 3 -membered carbocyclic or heterocyclic ring, wherein the ring may optionally be substituted by one or more substituents each independently selected from the group consisting of hydroxyl, Ci- ₆ alkyl, Ci- ₆ alkoxy, -N(R ⁶ ) ₂ , halogen, oxo, and cyano; R ⁶ is independently for each occurrence selected from the group consisting of hydrogen, Ci- ₆ alkyl and phenyl;

R ¹¹ and R ¹² are each independently selected from the group consisting of hydrogen, hydroxyl, Ci- ₆ alkyl, Ci- ₆ alkoxy, Ci- ₆ alkyl-0-R ⁶ , aryl, arylalkylene, heteroaryl,

heteroarylalkylene, -C(0)N(R ⁶ ) ₂ , -N(R ⁶ ) ₂ , halogen, Ci- ₆ alkyl-N(R ⁶ ) ₂ , -C0 ₂ H, and cyano; wherein Ci- ₆ alkyl, Ci- ₆ alkoxy, Ci- ₆ alkyl-0-R ⁶ , aryl, arylalkylene, heteroaryl,

heteroarylalkylene, and Ci- ₆ alkyl-N(R ⁶ ) ₂ may optionally be substituted by one or more substituents each independently selected from the group consisting of hydroxyl, -NH ₂ , and halogen; or R ¹¹ and R ¹² , taken together with the atoms to which they are attached, form a 5-7 membered heterocyclic ring; or R ⁴ and R ¹² , taken together with the atoms to which they are attached, form a 5-7 membered carbocyclic or heterocyclic ring; or R ⁸ and R ¹¹ , taken together with the atoms to which they are attached, form a 5-7 membered carbocyclic or heterocyclic ring;

R ⁸ and R ⁹ are each independently selected from the group consisting of hydrogen, Ci- ₆ )alkyl, Ci- ₆ alkyl-N(R ⁶ ) _{2 -} OR ⁶ , Ci- ₆ alkyl-0-R ⁶ , -C(0)NH ₂ , -N(R ⁶ ) ₂ , halogen, and cyano; each of m and n is, independently, 0, 1, 2, or 3, with m + n being at least 2 and no more than 4; q is 0 or 1;

f p

R ¹ is independently selected, for each occurrence, from the group consisting of R , Ci. ₆ alkyl, C _3-6 cycloalkyl, C _2-6 alkenyl, C _2-6 alkynyl, Ci _-6 alkoxy, Ci _-6 alkylcarbonyl-, Ci.

6alkoxycarbonyl, Ci- ₆ alkyl-S(0) _w -, (wherein wherein w is 0, 1 or 2), Ci- ₆ alkylcarbonyl-N(R ^a )- and Ci- ₆ alkoxycarbonyl-N(R ^a )-; wherein Ci _-6 alkyl, C3 _-6 cycloalkyl, C _2-6 alkenyl, C _2-6 alkynyl, Ci _-6 alkoxy, Ci _-6 alkylcarbonyl-, Ci _-6 alkoxycarbonyl, Ci _-6 alkyl-S(0) _w -, Ci _-6 alkylcarbonyl- N(R ^a )-, and Ci _-6 alkoxycarbonyl-N(R ^a )- may be optionally substituted by one or more substituents selected from R ^p ;

R ^h is independently selected, for each occurrence, from the group consisting of hydrogen, Ci _-6 alkyl, C3 _-6 alkenyl, C3 _-6 alkynyl, C3 _-6 cycloalkyl, Ci _-6 alkyl-S(0) ₂ -, Ci.

6alkylcarbonyl-, Ci- ₆ alkoxycarbonyl-, R ^a R ^b N-carbonyl- and R ^a R ^b N-S0 ₂ -; wherein Ci _-6 alkyl, C _3-6 alkenyl, C3 _-6 alkynyl, C _3-6 cycloalkyl, Ci _-6 alkyl-S(0) ₂ -, Ci _-6 alkylcarbonyl- and Ci.

6alkoxycarbonyl- may optionally be substituted by one or more substituents selected from R ^p ;

R ^a and R ^b are independently selected, for each occurrence, from the group consisting of hydrogen and Ci _-6 alkyl; wherein Ci _-6 alkyl may optionally be substituted by one or more substituents selected from halogen, cyano, oxo and hydroxyl; or R ^a and R ^b , together with the nitrogen to which they are attached, may form a 4-6 membered monocyclic heterocyclic ring, which may have an additional heteroatom selected from the group consisting of O, S, and N; wherein the 4-6 membered heterocyclic ring may optionally be substituted by one or more substituents selected from the group consisting of halogen, cyano, oxo or hydroxyl;

BB is optionally substituted monocyclic or bicyclic heteroaryl; and

R ^p is independently selected, for each occurrence, from the group consisting of halogen, hydroxyl, cyano, Ci _-6 alkoxy, R ^a R ^b N-, R ^a R ^b N-carbonyl-, R ^a R ^b N-S0 ₂ -, and R ^a R ^b N- carbonyl-N(R ^a )-.

[0006] In an embodiment, the present disclosure provides a compound of Formula I, or a pharmaceutically acceptable salt or stereoisomer thereof, wherein Formula I is represented by:

wherein

X is selected from the group consisting of a bond, -O-, -NR ^X1 - -C(0)NR ^X11 -, - S(0) _w- (wherein w is 0, 1 or 2), -C(O)-, -C(R ^X2 R ^X3 )-, -0-C(R ^X4 R ^X5 )-, -C(R ^X4 R ^X5 )-0- and -C=C(R ^X6 R ^X7 ) -;

Y is selected from the group consisting of a bond, -C(O) -, -NR ^Y -, -C _l-3 alkyl ene- NR ^Y -, and -NR ^Y -Ci _-3 alkylene-;

Z is selected from the group consisting of N and C(R ^Z ); wherein if Y is a bond or -C(O) -, Z is N; and wherein if Y is -NR ^Y -, -Ci _-3 alkylene- NR ^Y -, or-NR ^Y -C _1-3 alkylene-, Z is C(R ^Z ); R ^Z is selected from the group consisting of hydrogen and Ci- ₆ alkyl; wherein Ci _-6 alkyl may optionally be substituted by halogen, hydroxyl, and -NR ^a R ^b ,

A is selected from the group consisting of a 6-10 membered monocyclic or bicyclic aryl, a 5-7 membered monocyclic heteroaryl having one or more heteroatoms each independently selected from O, S, or N, a 8-10 membered bicyclic heteroaryl having one or more heteroatoms each independently selected from O, S, or N; and a 4-7 membered heterocyclyl, wherein A may optionally be substituted by one, two, three or more substituents each independently selected from the group consisting of -R ¹⁰ , -OR ¹⁰ , -S(0) _w R ¹⁰ (wherein w is 0, 1 or 2), -N(R ¹⁰ ) ₂ , -OS(0) _W -R ¹⁰ (wherein w is 0, 1, or 2), -S(O) _w -N(R ¹⁰ ) ₂ (wherein w is 0, 1 or 2), -S(0)(NH)R ¹⁰ , -P(O)(R ¹⁰ ) ₂ -C(0)R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano;

R ¹⁰ is independently selected from the group consisting of hydrogen, Ci- ₆ alkyl, Ci- ₆ haloalkyl, C _3-6 cycloalkyl, heterocycloalkyl, aryl, and heteroaryl; wherein R ¹⁰ may optionally be substituted by one, two, three or more substituents each independently selected from the group consisting of halogen, -C(0)R ²⁰ , Ci _-6 alkyl and Ci _-6 haloalkyl;

R ²⁰ is selected from the group consisting of hydroxyl, halogen, and Ci- ₆ alkyl;

R ¹ and R ² are each selected from the group consisting of hydrogen and Ci-ioalkyl; wherein Ci.i ₀ alkyl may optionally be substituted by one, two, three or more substituents each independently selected from R ^p ; or R ¹ and R ² , together with carbon or nitrogen to which they are attached, form a 3-7 membered saturated carbocyclic or 4-7 membered saturated heterocyclic ring B having one or two heteroatoms each independently selected from the group consisting of O, S(0) _w (wherein w is 0, 1, or 2), and NR ^h ; wherein carbocyclic or heterocyclic ring B may be monocyclic or bicyclic; carbocyclic or heterocyclic ring B may optionally be substituted on one or more available carbons by one, two, three or more substituents each independently selected from the group consisting of halogen, hydroxyl, cyano, oxo, -NR ^a R ^b , -CO _? H -C(0)-NR ^a R ^b , - S(0) _2- NR ^a R ^b , Ci _-6 alkyl, C _2-6 alkenyl, C _2-6 alkynyl, C _3-6 cycloalkyl, Ci _-6 alkoxy, C _3-6 alkenyloxy, C _3-6 alkynyloxy, C _3-6 cycloalkoxy, Ci _-6 alkylcarbonyl-, Ci _-6 alkoxycarbonyl, Ci _-6 alkyl-S(0) _w - (wherein w is 0, 1 or 2), Ci- ₆ alkylcarbonyl-N(R ^a )-, Ci- ₆ alkoxycarbonyl-N(R ^a )-, aryl and heteroaryl; wherein Ci _-6 alkyl, C _2-6 alkenyl, C _2-6 alkynyl, C _3-6 cycloalkyl, Ci _-6 alkoxy, C _{3- 6} alkenyloxy, C _3-6 alkynyloxy, C _3-6 cycloalkoxy, Ci _-6 alkylcarbonyl-, Ci _-6 alkoxycarbonyl, Ci. ₆ alkyl-S(0) _w - (wherein w is 0, 1 or 2), Ci _-6 alkylcarbonyl-N(R ^a )- and Ci _-6 alkoxycarbonyl- N(R ^a )- may optionally be substituted by one or more substituents each independently selected from R ^p ; and wherein aryl and heteroaryl may optionally be substituted by one or more substituents each independently selected from R ;

R ^X1 is selected from the group consisting of hydrogen, Ci _-6 alkyl and phenyl, or R ^X1 and ring A together with the nitrogen to which they are attached form an 8-10 membered saturated or partially unsaturated bicyclic heterocyclyl which may have one or more additional heteroatoms each independently selected from the group consisting of O, S, and N; wherein the heterocyclyl may optionally be substituted by one, two, three or more

substituents each independently selected from the group consisting of R ¹⁰ , -OR ¹⁰ , -S(0) _w R ¹⁰ (wherein w is 0, 1 or 2), -N(R ¹⁰ ) ₂ , -OS(0) _w -R ¹⁰ (wherein w is 0, 1, or 2), -S(O) _w -N(R ¹⁰ ) ₂ (wherein w is 0, 1 or 2), -S(0)(NH)R ¹⁰ , -P(O)(R ¹⁰ ) ₂ -C(0)R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano;

R ^xu is selected from the group consisting of hydrogen, Ci _-6 alkyl and phenyl, or R ^xu and ring A together with the nitrogen to which they are attached form an 8-10 membered saturated or partially unsaturated bicyclic heterocyclyl which may have one or more additional heteroatoms each independently selected from the group consisting of O, S, and N; wherein the heterocyclyl may optionally be substituted by one, two, three or more

substituents each independently selected from the group consisting of R ¹⁰ , -OR ¹⁰ , -S(0) _w R ¹⁰ (wherein w is 0, 1 or 2), -N(R ¹⁰ ) ₂ , -OS(0) _w -R ¹⁰ (wherein w is 0, 1, or 2), -S(O) _w -N(R ¹⁰ ) ₂ (wherein w is 0, 1 or 2), -S(0)(NH)R ¹⁰ , -P(O)(R ¹⁰ ) ₂ -C(0)R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano;

R ^X2 and R ^X3 are each independently selected from the group consisting of hydrogen, halogen, hydroxyl, -NR ^a R ^b , -C(0)-NR ^a R ^b , Ci _-6 alkyl and Ci _-6 alkoxy; wherein Ci _-6 alkyl and Ci _-6 alkoxy may optionally be substituted by one or more substituents each independently selected from R ^p ;

or R ^X2 and R ^X3 together with the carbon to which they are attached form a 3-6 membered carbocycle optionally substituted by one or more substituents each independently selected from the group consisting of hydrogen, halogen, -NR ^a R ^b , -C(0)-NR ^a R ^b , oxo, Ci. ₆ alkyl and Ci _-6 alkoxy; R ^X4 and R ^X5 are each independently selected from the group consisting of hydrogen and Ci _-6 alkyl; wherein Ci _-6 alkyl may optionally be substituted by one or more substituents each independently selected from R ^p ;

R ^X6 and R ^X7 are each independently selected from the group consisting of hydrogen, halogen, -C(0)-NR ^a R ^b , cyano and Ci _-6 alkyl; wherein Ci _-6 alkyl may optionally be substituted by one or more substituents each independently selected from R ^p ;

R ^Y is selected from the group consisting of hydrogen, Ci _-6 alkyl and phenyl;

R ³ is selected from the group consisting of hydrogen, halogen, hydroxyl, Ci _-6 alkyl and -NR ^a R ^b ;

f p

R is independently selected, for each occurrence, from the group consisting of R , Ci. ₆ alkyl, C _3-6 cycloalkyl, C _2-6 alkenyl, C _2-6 alkynyl, Ci _-6 alkoxy, Ci _-6 alkylcarbonyl-, Ci.

6alkoxycarbonyl, Ci _-6 alkyl-S(0) _w -, (wherein wherein w is 0, 1 or 2), Ci _-6 alkylcarbonyl-N(R ^a )- and Ci- ₆ alkoxycarbonyl-N(R ^a )-; wherein Ci _-6 alkyl, C3 _-6 cycloalkyl, C _2-6 alkenyl, C _2-6 alkynyl, Ci _-6 alkoxy, Ci _-6 alkylcarbonyl-, Ci _-6 alkoxycarbonyl, Ci _-6 alkyl-S(0) _w -, Ci _-6 alkylcarbonyl- N(R ^a )-, and Ci- ₆ alkoxycarbonyl-N(R ^a )- may be optionally substituted by one or more substituents selected from R ^p ;

R ^h is independently selected, for each occurrence, from the group consisting of hydrogen, Ci _-6 alkyl, C _3-6 alkenyl, C _3-6 alkynyl, C _3-6 cycloalkyl, Ci _-6 alkyl-S(0) ₂ -, Ci.

6alkylcarbonyl-, Ci- ₆ alkoxycarbonyl-, R ^a R ^b N-carbonyl- and R ^a R ^b N-S0 ₂ -; wherein Ci _-6 alkyl, C _3-6 alkenyl, C _3-6 alkynyl, C _3-6C ycloalkyl, Ci _-6 alkyl-S(0) ₂ -, Ci- ₆ alkylcarbonyl- and Ci.

6alkoxycarbonyl- may optionally be substituted by one or more substituents selected from R ^p ;

R ^a and R ^b are independently selected, for each occurrence, from the group consisting of hydrogen and Ci _-6 alkyl; wherein Ci _-6 alkyl may optionally be substituted by one or more substituents selected from halogen, cyano, oxo and hydroxyl; or R ^a and R ^b , together with the nitrogen to which they are attached, may form a 4-6 membered monocyclic heterocyclic ring, which may have an additional heteroatom selected from the group consisting of O, S, and N; wherein the 4-6 membered heterocyclic ring may optionally be substituted by one or more substituents selected from the group consisting of halogen, cyano, oxo or hydroxyl; and R ^p is independently selected, for each occurrence, from the group consisting of halogen, hydroxyl, cyano, Ci _-6 alkoxy, R ^a R ^b N-, R ^a R ^b N-carbonyl-, R ^a R ^b N-S0 ₂ -, and R ^a R ^b N- carbonyl-N(R ^a )-.

[0007] Also provided herein is a compound of Formula IV, or a pharmaceutically acceptable salt or stereoisomer thereof, wherein Formula IV is represented by:

wherein

X is selected from the group consisting of a bond, -O-, -NR ^X1 - -C(0)NR ^X11 -, - S(0) _w- (wherein w is 0, 1 or 2), -C(O)-, -C(R ^X2 R ^X3 )-, -0-C(R ^X4 R ^X5 )-, -C(R ^X4 R ^X5 )-0- and -C=C(R ^X6 R ^X7 )

Y is selected from the group consisting of a bond, -C(O) -, -NR ^Y -, -C _l-3 alkyl ene- NR ^Y -, and -NR ^Y -Ci _-3 alkylene-;

Z is selected from the group consisting of N and C(R ^Z ); wherein if Y is a bond or -C(O) -, Z is N; and wherein if Y is -NR ^Y -, -Ci _-3 alkylene- NR ^Y -, or-NR ^Y -Ci _-3 alkylene-, Z is C(R ^Z );

R ^z is selected from the group consisting of hydrogen and Ci- ₆ alkyl; wherein Ci _-6 alkyl may optionally be substituted by halogen, hydroxyl, and -NR ^a R ^b ,

A is selected from the group consisting of a 6-10 membered monocyclic or bicyclic aryl, a 5-7 membered monocyclic heteroaryl having one or more heteroatoms each independently selected from O, S, or N, a 8-10 membered bicyclic heteroaryl having one or more heteroatoms each independently selected from O, S, or N; and a 4-7 membered heterocyclyl, wherein A may optionally be substituted by one, two, three or more substituents each independently selected from the group consisting of -R ¹⁰ , -OR ¹⁰ , -S(0) _w R ¹⁰ (wherein w is 0, 1 or 2), -N(R ¹⁰ ) ₂ , -OS(0) _W -R ¹⁰ (wherein w is 0, 1, or 2), -S(O) _w -N(R ¹⁰ ) ₂ (wherein w is 0, 1 or 2), -S(0)(NH)R ¹⁰ , -P(O)(R ¹⁰ ) ₂ -C(0)R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano; R ¹⁰ is independently selected from the group consisting of hydrogen, Ci- ₆ alkyl, Ci- ₆ haloalkyl, C _3-6 cycloalkyl, heterocycloalkyl, aryl, and heteroaryl; wherein R ¹⁰ may optionally be substituted by one, two, three or more substituents each independently selected from the group consisting of halogen, -C(0)R ²⁰ , Ci _-6 alkyl and Ci _-6 haloalkyl;

R ²⁰ is selected from the group consisting of hydroxyl, halogen, and Ci- ₆ alkyl;

R ¹ and R ² are each selected from the group consisting of hydrogen and Ci-ioalkyl; wherein Ci.i ₀ alkyl may optionally be substituted by one, two, three or more substituents each independently selected from R ^p ; or R ¹ and R ² , together with carbon or nitrogen to which they are attached, form a 3-7 membered saturated carbocyclic or 4-7 membered saturated heterocyclic ring B having one or two heteroatoms each independently selected from the group consisting of O, S(0) _w (wherein w is 0, 1, or 2), and NR ^h ; wherein carbocyclic or heterocyclic ring B may be monocyclic or bicyclic; carbocyclic or heterocyclic ring B may optionally be substituted on one or more available carbons by one, two, three or more substituents each independently selected from the group consisting of halogen, hydroxyl, cyano, oxo, -NR ^a R ^b , -C0 ₂ H -C(0)-NR ^a R ^b , - S(0) _2- NR ^a R ^b , Ci _-6 alkyl, C _2-6 alkenyl, C _2-6 alkynyl, C _3-6 cycloalkyl, Ci _-6 alkoxy, C _3-6 alkenyloxy, C _3-6 alkynyloxy, C _3-6 cycloalkoxy, Ci _-6 alkylcarbonyl-, Ci _-6 alkoxycarbonyl, Ci _-6 alkyl-S(0) _w - (wherein w is 0, 1 or 2), Ci- ₆ alkylcarbonyl-N(R ^a )-, Ci- ₆ alkoxycarbonyl-N(R ^a )-, aryl and heteroaryl; wherein Ci _-6 alkyl, C _2-6 alkenyl, C _2-6 alkynyl, C _3-6 cycloalkyl, Ci _-6 alkoxy, C _{3- 6} alkenyloxy, C _3-6 alkynyloxy, C _3-6 cycloalkoxy, Ci _-6 alkylcarbonyl-, Ci _-6 alkoxycarbonyl, Ci. ₆ alkyl-S(0) _w - (wherein w is 0, 1 or 2), Ci _-6 alkylcarbonyl-N(R ^a )- and Ci _-6 alkoxycarbonyl- N(R ^a )- may optionally be substituted by one or more substituents each independently selected from R ^p ; and wherein aryl and heteroaryl may optionally be substituted by one or more substituents each independently selected from R ;

R ^X1 is selected from the group consisting of hydrogen, Ci _-6 alkyl and phenyl, or R ^X1 and ring A together with the nitrogen to which they are attached form an 8-10 membered saturated or partially unsaturated bicyclic heterocyclyl which may have one or more additional heteroatoms each independently selected from the group consisting of O, S, and N; wherein the heterocyclyl may optionally be substituted by one, two, three or more

substituents each independently selected from the group consisting of R ¹⁰ , -OR ¹⁰ , -S(0) _w R ¹⁰ (wherein w is 0, 1 or 2), -N(R ¹⁰ ) ₂ , -OS(0) _w -R ¹⁰ (wherein w is 0, 1, or 2), -S(O) _w -N(R ¹⁰ ) ₂ (wherein w is 0, 1 or 2), -S(0)(NH)R ¹⁰ , -P(O)(R ¹⁰ ) ₂ -C(0)R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano;

RXU is selected from the group consisting of hydrogen, Ci _-6 alkyl and phenyl, or R ^xu and ring A together with the nitrogen to which they are attached form an 8-10 membered saturated or partially unsaturated bicyclic heterocyclyl which may have one or more additional heteroatoms each independently selected from the group consisting of O, S, and N; wherein the heterocyclyl may optionally be substituted by one, two, three or more

substituents each independently selected from the group consisting of R ¹⁰ , -OR ¹⁰ , -S(0) _w R ¹⁰ (wherein w is 0, 1 or 2), -N(R ¹⁰ ) ₂ , -OS(0) _w -R ¹⁰ (wherein w is 0, 1, or 2), -S(O) _w -N(R ¹⁰ ) ₂ (wherein w is 0, 1 or 2), -S(0)(NH)R ¹⁰ , -P(O)(R ¹⁰ ) ₂ -C(0)R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano;

R ^X2 and R ^X3 are each independently selected from the group consisting of hydrogen, halogen, hydroxyl, -NR ^a R ^b , -C(0)-NR ^a R ^b , Ci _-6 alkyl and Ci _-6 alkoxy; wherein Ci _-6 alkyl and Ci _-6 alkoxy may optionally be substituted by one or more substituents each independently selected from R ^p ; or R ^X2 and R ^X3 together with the carbon to which they are attached form a 3-6 membered carbocycle optionally substituted by one or more substituents each independently selected from the group consisting of hydrogen, halogen, -NR ^a R ^b , -C(0)-NR ^a R ^b , oxo, Ci. ₆ alkyl and Ci _-6 alkoxy;

R ^X4 and R ^X5 are each independently selected from the group consisting of hydrogen and Ci _-6 alkyl; wherein Ci _-6 alkyl may optionally be substituted by one or more substituents each independently selected from R ^p ;

R ^X6 and R ^X7 are each independently selected from the group consisting of hydrogen, halogen, -C(0)-NR ^a R ^b , cyano and Ci _-6 alkyl; wherein Ci _-6 alkyl may optionally be substituted by one or more substituents each independently selected from R ^p ;

R ^Y is selected from the group consisting of hydrogen, Ci _-6 alkyl and phenyl;

R ³ is selected from the group consisting of hydrogen, halogen, hydroxyl, Ci _-6 alkyl and -NR ^a R ^b ;

f p

R is independently selected, for each occurrence, from the group consisting of R , Ci. ₆ alkyl, C _3-6 cycloalkyl, C _2-6 alkenyl, C _2-6 alkynyl, Ci _-6 alkoxy, Ci _-6 alkylcarbonyl-, Ci. ₆ alkoxycarbonyl, Ci _-6 alkyl-S(0) _w -, (wherein wherein w is 0, 1 or 2), Ci _-6 alkylcarbonyl-N(R ^a )- and Ci _-6 alkoxycarbonyl-N(R ^a )-; wherein Ci _-6 alkyl, C _3-6 cycloalkyl, C _2-6 alkenyl, C _2-6 alkynyl, Ci _-6 alkoxy, Ci _-6 alkylcarbonyl-, Ci _-6 alkoxycarbonyl, Ci- ₆ alkyl-S(0) _w -, Ci _-6 alkylcarbonyl- N(R ^a )-, and Ci _-6 alkoxycarbonyl-N(R ^a )- may be optionally substituted by one or more substituents selected from R ^p ;

R ^h is independently selected, for each occurrence, from the group consisting of hydrogen, Ci _-6 alkyl, C _3-6 alkenyl, C _3-6 alkynyl, C _3-6 cycloalkyl, Ci _-6 alkyl-S(0) ₂ -, Ci.

6alkylcarbonyl-, Ci _-6 alkoxycarbonyl-, R ^a R ^b N-carbonyl- and R ^a R ^b N-S0 ₂ -; wherein Ci _-6 alkyl, C _3-6 alkenyl, C _3-6 alkynyl, C _3-6 cycloalkyl, Ci _-6 alkyl-S(0) ₂ -, Ci _-6 alkylcarbonyl- and Ci.

6alkoxycarbonyl- may optionally be substituted by one or more substituents selected from R ^p ;

R ^a and R ^b are independently selected, for each occurrence, from the group consisting of hydrogen and Ci _-6 alkyl; wherein Ci _-6 alkyl may optionally be substituted by one or more substituents selected from halogen, cyano, oxo and hydroxyl; or R ^a and R ^b , together with the nitrogen to which they are attached, may form a 4-6 membered monocyclic heterocyclic ring, which may have an additional heteroatom selected from the group consisting of O, S, and N; wherein the 4-6 membered heterocyclic ring may optionally be substituted by one or more substituents selected from the group consisting of halogen, cyano, oxo or hydroxyl; and

R ^p is independently selected, for each occurrence, from the group consisting of halogen, hydroxyl, cyano, Ci _-6 alkoxy, R ^a R ^b N-, R ^a R ^b N-carbonyl-, R ^a R ^b N-S0 ₂ -, and R ^a R ^b N- carbonyl-N(R ^a )-.

[0008] Also disclosed herein is a method of treating a disorder in a patient in need thereof, comprising administering to the patient an effective amount of a compound of Formula XII, or a pharmaceutically acceptable salt, stereoisomer or N-oxide thereof, wherein Formula XII is represented by:

wherein X is selected from the group consisting of a bond, -0-, -NR ^X1 - -C(0)NR ^X11 -, - S(0) _w- (wherein w is 0, 1 or 2), -C(O)-, -C(R ^X2 R ^X3 )-, -0-C(R ^X4 R ^X5 )-, -C(R ^X4 R ^X5 )-0-, and -C=C(R ^X6 R ^X7 )

A is selected from the group consisting of a 6-10 membered monocyclic or bicyclic aryl, a 5-7 membered monocyclic heteroaryl having one or more heteroatoms each independently selected from O, S, or N, a 8-10 membered bicyclic heteroaryl having one or more heteroatoms each independently selected from O, S, or N; and a 4-7 membered heterocyclyl, wherein A may optionally be substituted by one, two, three or more substituents each independently selected from the group consisting of -R ¹⁰ , -OR ¹⁰ , methyl enedioxy, - S(0) _w R ¹⁰ (wherein w is 0, 1 or 2), -N(R ¹⁰ ) ₂ , -OS(0) _w -R ¹⁰ (wherein w is 0, 1, or 2), -S(0) _w - N(R ¹⁰ ) ₂ (wherein w is 0, 1 or 2), -S(0)(NH)R ¹⁰ , -P(O)(R ¹⁰ ) ₂ -C(0)R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano;

R ¹⁰ is independently selected from the group consisting of hydrogen, Ci- ₆ alkyl, Ci- ₆ haloalkyl, C _3-6 cycloalkyl, heterocycloalkyl, aryl, and heteroaryl; wherein R ¹⁰ may optionally be substituted by one, two, three or more substituents each independently selected from the group consisting of halogen, -C(0)R ²⁰ , Ci _-6 alkyl and Ci _-6 haloalkyl;

R ²⁰ is selected from the group consisting of hydroxyl, halogen, and Ci- ₆ alkyl;

Y is selected from the group consisting of Ci _-6 alkylene and Ci _-6 alkenylene; wherein Ci _-6 alkylene and Ci- ₆ alkenylene may optionally be substituted by one or two substituents each independently selected from the group consisting of halogen and hydroxyl; and wherein one or two methylene units of L may optionally and independently be replaced by a moiety selected from the group consisting of a bond, -O-, -C(O)-, -O-C(O)-, -C(0)-0-, -NR ^a -, -C(O)- NR ^a -, -NR ^a -C(0)-, -0-C(0)-NR ^a -, -NR ^a -C(0)-0-, -S(0) _w - (wherein w is 0, 1, or 2), -S(0) _w - NR ^a -, and -NR ^a -S(0) _w -;

B is selected from the group consisting of aryl, heteroaryl, heterocyclyl, and hydrogen; wherein aryl and heteroaryl may optionally be substituted by one, two, three or more substituents each independently selected from R ^e ; and wherein heterocyclyl is bound to L through a ring carbon or ring nitrogen and may optionally be substituted by one, two, three or more substituents each independently selected from R ^s ; and wherein if said heterocyclyl contains a -NH moiety that nitrogen may optionally be substituted by R ^h ; R ^X1 is selected from the group consisting of hydrogen, Ci _-6 alkyl and phenyl; or R ^X1 and ring A together with the nitrogen to which they are attached form an 8-10 membered saturated or partially unsaturated bicyclic heterocyclyl which may have one or more additional heteroatoms each independently selected from the group consisting of O, S, and N; wherein the heterocyclyl may optionally be substituted by one, two, three or more

substituents each independently selected from the group consisting of R ¹⁰ , -OR ¹⁰ , -S(0) _w R ¹⁰ (wherein w is 0, 1 or 2), -N(R ¹⁰ ) ₂ , -OS(0) _w -R ¹⁰ (wherein w is 0, 1, or 2), -S(O) _w -N(R ¹⁰ ) ₂ (wherein w is 0, 1 or 2), -S(0)(NH)R ¹⁰ , -P(O)(R ¹⁰ ) ₂ -C(0)R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano;

R ^xu is selected from the group consisting of hydrogen, Ci _-6 alkyl and phenyl; or R ^xu and ring A together with the nitrogen to which they are attached form an 8-10 membered saturated or partially unsaturated bicyclic heterocyclyl which may have one or more additional heteroatoms each independently selected from the group consisting of O, S, and N; wherein the heterocyclyl may optionally be substituted by one, two, three or more

substituents each independently selected from the group consisting of R ¹⁰ , -OR ¹⁰ , -S(0) _w R ¹⁰ (wherein w is 0, 1 or 2), -N(R ¹⁰ ) ₂ , -OS(0) _w -R ¹⁰ (wherein w is 0, 1, or 2), -S(O) _w -N(R ¹⁰ ) ₂ (wherein w is 0, 1 or 2), -S(0)(NH)R ¹⁰ , -P(O)(R ¹⁰ ) ₂ -C(0)R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano;

R ^X2 and R ^X3 are each independently selected from the group consisting of hydrogen, halogen, hydroxyl, -NR ^a R ^b , -C(0)-NR ^a R ^b , Ci _-6 alkyl and Ci _-6 alkoxy; wherein Ci _-6 alkyl and Ci _-6 alkoxy may optionally be substituted by one or more substituents each independently selected from R ^p ; or R ^X2 and R ^X3 together with the carbon to which they are attached form a 3-6 membered carbocycle optionally substituted by one or more substituents each independently selected from the group consisting of hydrogen, halogen, -NR ^a R ^b , -C(0)-NR ^a R ^b , oxo, Ci. ₆ alkyl and Ci _-6 alkoxy;

R ^X4 and R ^X5 are each independently selected from the group consisting of hydrogen and Ci _-6 alkyl; wherein Ci _-6 alkyl may optionally be substituted by one or more substituents each independently selected from R ^p ;

R ^X6 and R ^X7 are each independently selected from the group consisting of hydrogen, halogen, -C(0)-NR ^a R ^b , cyano and Ci _-6 alkyl; wherein Ci _-6 alkyl may optionally be substituted by one or more substituents each independently selected from R ^p ; R ³ is selected from the group consisting of hydrogen, halogen, hydroxyl, Ci _-6 alkyl and -NR ^a R ^b ;

R ^e is independently selected, for each occurrence, from the group consisting of halogen, hydroxyl, cyano, oxo, thio, -NR ^a R ^b , -C0 ₂ H -C(0)-NR ^a R ^b , -S(0) _2- NR ^a R ^b , Ci. ₆ alkyl, C _2-6 alkenyl, C _2-6 alkynyl, C3 _-6 cycloalkyl, Ci _-6 alkoxy, -S-Ci _-6 alkyl, -S-C _2-6 alkenyl, Ci. ₆ alkyl-0-C _l-6 alkyl, C3 _-6 alkenyloxy, C3 _-6 alkynyloxy, C3 _-6 cycloalkoxy, Ci- ₆ alkylcarbonyl-, Ci. ₆ alkoxycarbonyl, Ci _-6 alkyl-S(0) _w - (wherein w is 0, 1 or 2), Ci _-6 alkylcarbonyl-N(R ^a )-, Ci. ₆ alkoxycarbonyl-N(R ^a )-, aryl and heteroaryl; wherein Ci _-6 alkyl, C _2-6 alkenyl, C _2-6 alkynyl, C _{3- 6} cycloalkyl, Ci _-6 alkoxy, -S-Ci _-6 alkyl, -S-C _2-6 alkenyl, Ci- ₆ alkyl-0-Ci- ₆ alkyl, C3 _-6 alkenyloxy, C3 _-6 alkynyloxy, C3 _-6 cycloalkoxy, Ci- ₆ alkylcarbonyl-, Ci _-6 alkoxycarbonyl, Ci- ₆ alkyl-S(0) _w - (wherein w is 0, 1 or 2), Ci _-6 alkylcarbonyl-N(R ^a )- and Ci _-6 alkoxycarbonyl-N(R ^a )- may optionally be substituted by one or more substituents each independently selected from R ^p ; and wherein aryl and heteroaryl may optionally be substituted by one or more substituents each independently selected from R ;

f p

R ¹ is independently selected, for each occurrence, from the group consisting of R , Ci. ₆ alkyl, C3 _-6 cycloalkyl, C _2-6 alkenyl, C _2-6 alkynyl, Ci _-6 alkoxy, Ci- ₆ alkylcarbonyl-, Ci.

6alkoxycarbonyl, Ci _-6 alkyl-S(0) _w -, (wherein w is 0, 1 or 2), Ci _-6 alkylcarbonyl-N(R ^a )- and Ci. ₆ alkoxycarbonyl-N(R ^a )-; wherein Ci _-6 alkyl, C3 _-6 cycloalkyl, C _2-6 alkenyl, C _2-6 alkynyl, Ci. ₆ alkoxy, Ci- ₆ alkylcarbonyl-, Ci _-6 alkoxycarbonyl, Ci- ₆ alkyl-S(0) _w -, Ci- ₆ alkylcarbonyl-N(R ^a )-, and Ci- ₆ alkoxycarbonyl-N(R ^a )- may be optionally substituted by one or more substituents selected from R ^p ;

R ^s is independently selected, for each occurrence, from the group consisting of halogen, hydroxyl, cyano, oxo, thio, -NR ^a R ^b , -C0 ₂ H -C(0)-NR ^a R ^b , -S(0) _2- NR ^a R ^b , Ci. ₆ alkyl, C _2-6 alkenyl, C _2-6 alkynyl, C3 _-6 cycloalkyl, Ci _-6 alkoxy, C3 _-6 alkenyloxy, C3 _-6 alkynyloxy, C3 _-6 cycloalkoxy, Ci _-6 alkylcarbonyl-, Ci _-6 alkoxycarbonyl, Ci _-6 alkyl-S(0) _w - (wherein w is 0, 1 or 2), Ci _-6 alkylcarbonyl-N(R ^a )-, Ci _-6 alkoxycarbonyl-N(R ^a )-, aryl and heteroaryl; wherein Ci. ₆ alkyl, C _2-6 alkenyl, C _2-6 alkynyl, C3 _-6 cycloalkyl, Ci _-6 alkoxy, C3 _-6 alkenyloxy, C3 _-6 alkynyloxy, C3 _-6 cycloalkoxy, Ci _-6 alkylcarbonyl-, Ci _-6 alkoxycarbonyl, Ci _-6 alkyl-S(0) _w - (wherein w is 0, 1 or 2), Ci- ₆ alkylcarbonyl-N(R ^a )- and Ci- ₆ alkoxycarbonyl-N(R ^a )- may optionally be substituted by one or more substituents each independently selected from R ^p ; and wherein aryl and heteroaryl may optionally be substituted by one or more substituents each independently selected from R ; R ^h is independently selected, for each occurrence, from the group consisting of hydrogen, Ci _-6 alkyl, C _3-6 alkenyl, C _3-6 alkynyl, C _3-6 cycloalkyl, Ci _-6 alkyl-S(0) ₂ -, Ci.

6alkylcarbonyl-, Ci _-6 alkoxycarbonyl-, R ^a R ^b N-carbonyl-, R ^a R ^b N-S0 ₂ - and aryl; wherein Ci. ₆ alkyl, C _3-6 alkenyl, C _3-6 alkynyl, C _3-6 cycloalkyl, Ci _-6 alkyl-S(0) ₂ -, Ci _-6 alkylcarbonyl- and Ci. ₆ alkoxycarbonyl- may optionally be substituted by one or more substituents selected from R ^p ; and wherein aryl may optionally be substituted by one or more substituents each

independently selected from R ;

R ^a and R ^b are independently selected, for each occurrence, from the group consisting of hydrogen, Ci _-6 alkyl, C _3-6 cycloalkyl, and phenyl; wherein Ci _-6 alkyl may optionally be substituted by one or more substituents selected from halogen, cyano, oxo, heterocyclyl and hydroxyl; and wherein phenyl may optionally be substituted by Ci _-3 alkyl, Ci _-3 alkoxy, halogen, hydroxyl; or R ^a and R ^b , together with the nitrogen to which they are attached, may form a 4-6 membered monocyclic heterocyclic ring, which may have an additional heteroatom selected from the group consisting of O, S, and N; wherein the 4-6 membered heterocyclic ring may optionally be substituted by one or more substituents selected from the group consisting of halogen, cyano, oxo, hydroxyl and Ci _-3 alkyl (optionally substituted with -NH ₂ ); and

R ^p is independently selected, for each occurrence, from the group consisting of halogen, hydroxyl, cyano, Ci _-6 alkoxy, R ^a R ^b N-, R ^a R ^b N-carbonyl-, R ^a R ^b N-S0 ₂ -, and R ^a R ^b N- carbonyl-N(R ^a )-.

[0009] Also disclosed herein is a compound of Formula XIII, or a pharmaceutically acceptable salt or stereoisomer thereof, wherein Formula XIII is represented by:

A (XIII); wherein X is selected from the group consisting of a bond, -0-, -NR ^X1 - -C(0)NR ^X11 -, - S(0) _w- (wherein w is 0, 1 or 2), -C(O)-, -C(R ^X2 R ^X3 )-, -0-C(R ^X4 R ^X5 )-, -C(R ^X4 R ^X5 )-0-, and -C=C(R ^X6 R ^X7 )

Y is selected from the group consisting of a bond, -NR ^Y -, -Ci.3alkylene-NR ^Y -, and - NR ^Y -C i .3 alkyl ene-;

Z is selected from the group consisting of N, C(R ^Z ) and a bond; wherein if Y is a bond, Z is N or a bond; and wherein if Y is -NR ^Y -, -Ci^alkylene- NR ^Y -, or -NR ^Y -Ci _-3 alkylene-, Z is C(R ^Z );

R ^z is selected from the group consisting of hydrogen and Ci- ₆ alkyl; wherein Ci _-6 alkyl may optionally be substituted by halogen, hydroxyl, and -NR ^a R ^b ,

A is selected from the group consisting of a 6-10 membered monocyclic or bicyclic aryl, a 5-7 membered monocyclic heteroaryl having one or more heteroatoms each independently selected from O, S, or N, a 8-10 membered bicyclic heteroaryl having one or more heteroatoms each independently selected from O, S, or N; and a 4-7 membered heterocyclyl, wherein A may optionally be substituted by one, two, three or more substituents each independently selected from the group consisting of-R ¹⁰ , -OR ¹⁰ , -S(0) _w R ¹⁰ (wherein w is 0, 1 or 2), -N(R ¹⁰ ) ₂ , -OS(0) _W -R ¹⁰ (wherein w is 0, 1, or 2), -S(O) _w -N(R ¹⁰ ) ₂ (wherein w is 0, 1 or 2), -S(0)(NH)R ¹⁰ , -P(O)(R ¹⁰ ) ₂ -C(0)R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano, or when X is a bond, A may also be selected from the group consisting of H and halogen;

R ¹⁰ is independently selected from the group consisting of hydrogen, Ci- ₆ alkyl, Ci- ₆ haloalkyl, C3- ₆ cycloalkyl, heterocycloalkyl, aryl, and heteroaryl; wherein R ¹⁰ may optionally be substituted by one, two, three or more substituents each independently selected from the group consisting of halogen, -C(0)R ²⁰ , Ci _-6 alkyl and Ci _-6 haloalkyl;

R ²⁰ is selected from the group consisting of hydroxyl, halogen, and Ci- ₆ alkyl;

R ¹ and R ² are each selected from the group consisting of hydrogen, Ci-ioalkyl and phenyl; wherein Ci-ioalkyl and phenyl may optionally be substituted by one, two, three or more substituents each independently selected from R ^p , and wherein when Z and Y are each a bond R ² is not present; or R ¹ and R ² , together with carbon or nitrogen to which they are attached, form a 3-7 membered saturated carbocyclic or 4-7 membered saturated heterocyclic ring B having one or two heteroatoms each independently selected from the group consisting of O, S(0) _w (wherein w is 0, 1, or 2), and NR ^h ; wherein carbocyclic or heterocyclic ring B may be monocyclic or bicyclic; carbocyclic or heterocyclic ring B may optionally be substituted on one or more available carbons by one, two, three or more substituents each independently selected from the group consisting of halogen, hydroxyl, cyano, oxo, -NR ^a R ^b , -C0 ₂ H -C(0)-NR ^a R ^b , - S(0) _2- NR ^a R ^b , Ci _-6 alkyl, C _2-6 alkenyl, C _2-6 alkynyl, C3 _-6 cycloalkyl, Ci _-6 alkoxy, C3 _-6 alkenyloxy, C3 _-6 alkynyloxy, C3 _-6 cycloalkoxy, Ci- ₆ alkylcarbonyl-, Ci _-6 alkoxycarbonyl, Ci- ₆ alkyl-S(0) _w - (wherein w is 0, 1 or 2), Ci _-6 alkylcarbonyl-N(R ^a )-, Ci _-6 alkoxycarbonyl-N(R ^a )-, aryl and heteroaryl; wherein Ci _-6 alkyl, C _2-6 alkenyl, C _2-6 alkynyl, C3 _-6 cycloalkyl, Ci _-6 alkoxy, C _{3- 6} alkenyloxy, C3 _-6 alkynyloxy, C3 _-6 cycloalkoxy, Ci- ₆ alkylcarbonyl-, Ci _-6 alkoxycarbonyl, Ci. ₆ alkyl-S(0) _w - (wherein w is 0, 1 or 2), Ci- ₆ alkylcarbonyl-N(R ^a )- and Ci- ₆ alkoxycarbonyl- N(R ^a )- may optionally be substituted by one or more substituents each independently selected from R ^p ; and wherein aryl and heteroaryl may optionally be substituted by one or more substituents each independently selected from R ;

R ^X1 is selected from the group consisting of hydrogen, Ci _-6 alkyl and phenyl, or R ^X1 and ring A together with the nitrogen to which they are attached form an 8-10 membered saturated or partially unsaturated bicyclic heterocyclyl which may have one or more additional heteroatoms each independently selected from the group consisting of O, S, and N; wherein the heterocyclyl may optionally be substituted by one, two, three or more

substituents each independently selected from the group consisting of R ¹⁰ , -OR ¹⁰ , -S(0) _w R ¹⁰ (wherein w is 0, 1 or 2), -N(R ¹⁰ ) ₂ , -OS(0) _w -R ¹⁰ (wherein w is 0, 1, or 2), -S(O) _w -N(R ¹⁰ ) ₂ (wherein w is 0, 1 or 2), -S(0)(NH)R ¹⁰ , -P(O)(R ¹⁰ ) ₂ -C(0)R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano;

R ^xu is selected from the group consisting of hydrogen, Ci _-6 alkyl and phenyl, or R ^xu and ring A together with the nitrogen to which they are attached form an 8-10 membered saturated or partially unsaturated bicyclic heterocyclyl which may have one or more additional heteroatoms each independently selected from the group consisting of O, S, and N; wherein the heterocyclyl may optionally be substituted by one, two, three or more

substituents each independently selected from the group consisting of R ¹⁰ , -OR ¹⁰ , -S(0) _w R ¹⁰ (wherein w is 0, 1 or 2), -N(R ¹⁰ ) ₂ , -OS(0) _w -R ¹⁰ (wherein w is 0, 1, or 2), -S(O) _w -N(R ¹⁰ ) ₂ (wherein w is 0, 1 or 2), -S(0)(NH)R ¹⁰ , -P(O)(R ¹⁰ ) _2, -C(0)R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano;

R ^X2 and R ^X3 are each independently selected from the group consisting of hydrogen, halogen, hydroxyl, -NR ^a R ^b , -C(0)-NR ^a R ^b , Ci _-6 alkyl and Ci _-6 alkoxy; wherein Ci _-6 alkyl and Ci _-6 alkoxy may optionally be substituted by one or more substituents each independently selected from R ^p ; or R ^X2 and R ^X3 together with the carbon to which they are attached form a 3-6 membered carbocycle optionally substituted by one or more substituents each independently selected from the group consisting of hydrogen, halogen, -NR ^a R ^b , -C(0)-NR ^a R ^b , oxo, Ci. ₆ alkyl and Ci _-6 alkoxy;

R ^X4 and R ^X5 are each independently selected from the group consisting of hydrogen and Ci _-6 alkyl; wherein Ci _-6 alkyl may optionally be substituted by one or more substituents each independently selected from R ^p ;

R ^X6 and R ^X7 are each independently selected from the group consisting of hydrogen, halogen, -C(0)-NR ^a R ^b , cyano and Ci _-6 alkyl; wherein Ci _-6 alkyl may optionally be substituted by one or more substituents each independently selected from R ^p ;

R ^Y is selected from the group consisting of hydrogen, Ci _-6 alkyl and phenyl;

R ³ is selected from the group consisting of hydrogen, halogen, hydroxyl, Ci _-6 alkyl and -NR ^a R ^b ;

f p

R is independently selected, for each occurrence, from the group consisting of R , Ci. ₆ alkyl, C _3-6 cycloalkyl, C _2-6 alkenyl, C _2-6 alkynyl, Ci _-6 alkoxy, Ci _-6 alkylcarbonyl-, Ci.

6alkoxycarbonyl, Ci _-6 alkyl-S(0) _w -, (wherein wherein w is 0, 1 or 2), Ci _-6 alkylcarbonyl-N(R ^a )- and Ci- ₆ alkoxycarbonyl-N(R ^a )-; wherein Ci _-6 alkyl, C3 _-6 cycloalkyl, C _2-6 alkenyl, C _2-6 alkynyl, Ci _-6 alkoxy, Ci- ₆ alkylcarbonyl-, Ci _-6 alkoxycarbonyl, Ci- ₆ alkyl-S(0) _w -, Ci- ₆ alkylcarbonyl- N(R ^a )-, and Ci _-6 alkoxycarbonyl-N(R ^a )- may be optionally substituted by one or more substituents selected from R ^p ;

R ^h is independently selected, for each occurrence, from the group consisting of hydrogen, Ci _-6 alkyl, C _3-6 alkenyl, C _3-6 alkynyl, C _3-6 cycloalkyl, Ci _-6 alkyl-S(0) ₂ -, Ci.

6alkylcarbonyl-, Ci- ₆ alkoxycarbonyl-, R ^a R ^b N-carbonyl- and R ^a R ^b N-S0 ₂ -; wherein Ci _-6 alkyl, C _3-6 alkenyl, C _3-6 alkynyl, C _3-6C ycloalkyl, Ci _-6 alkyl-S(0) ₂ -, Ci- ₆ alkylcarbonyl- and Ci.

6alkoxycarbonyl- may optionally be substituted by one or more substituents selected from R ^p ; R ^a and R ^b are independently selected, for each occurrence, from the group consisting of hydrogen and Ci _-6 alkyl; wherein Ci _-6 alkyl may optionally be substituted by one or more substituents selected from halogen, cyano, oxo and hydroxyl;

or R ^a and R ^b , together with the nitrogen to which they are attached, may form a 4-6 membered monocyclic heterocyclic ring, which may have an additional heteroatom selected from the group consisting of O, S, and N; wherein the 4-6 membered heterocyclic ring may optionally be substituted by one or more substituents selected from the group consisting of halogen, cyano, oxo or hydroxyl; and

R ^p is independently selected, for each occurrence, from the group consisting of halogen, hydroxyl, cyano, Ci _-6 alkoxy, R ^a R ^b N-, R ^a R ^b N-carbonyl-, R ^a R ^b N-S0 ₂ -, and R ^a R ^b N- carbonyl-N(R ^a )-.

[0010] Further disclosed herein is a compound of Formula IX, or a pharmaceutically acceptable salt or stereoisomer thereof, wherein Formula IX is represented by:

wherein

X is selected from the group consisting of a bond, -O-, -NR ^X1 - -C(0)NR ^X11 -, - S(0) _w- (wherein w is 0, 1 or 2), -C(O)-, -C(R ^X2 R ^X3 )-, -0-C(R ^X4 R ^X5 )-, -C(R ^X4 R ^X5 )-0- and -C=C(R ^X6 R ^X7 ) -;

Y is selected from the group consisting of a bond, -NR ^Y -, -Ci _-3 alkylene-NR ^Y -, and - NR ^Y -C i .3 alkyl ene-;

Z is selected from the group consisting of N and C(R ^Z ), or Z and R ¹ are absent; wherein if Y is a bond, Z is N or absent; and wherein if Y is -NR ^Y -, -Ci^alkylene- NR ^Y -, or -NR ^Y -Ci _-3 alkylene-, Z is C(R ^Z );

R ^z is selected from the group consisting of hydrogen and Ci- ₆ alkyl; wherein Ci _-6 alkyl may optionally be substituted by halogen, hydroxyl, and -NR ^a R ^b , A is selected from the group consisting of a 6-10 membered monocyclic or bicyclic aryl, a 5-7 membered monocyclic heteroaryl having one or more heteroatoms each independently selected from O, S, or N, a 8-10 membered bicyclic heteroaryl having one or more heteroatoms each independently selected from O, S, or N; and a 4-7 membered heterocyclyl, wherein A may optionally be substituted by one, two, three or more substituents each independently selected from the group consisting of -R ¹⁰ , -OR ¹⁰ , -S(0) _w R ¹⁰ (wherein w is 0, 1 or 2), -N(R ¹⁰ ) ₂ , -OS(0) _W -R ¹⁰ (wherein w is 0, 1, or 2), -S(O) _w -N(R ¹⁰ ) ₂ (wherein w is 0, 1 or 2), -S(0)(NH)R ¹⁰ , -P(O)(R ¹⁰ ) ₂ -C(0)R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano;

R ¹⁰ is independently selected from the group consisting of hydrogen, Ci- ₆ alkyl, Ci- ₆ haloalkyl, C _3-6 cycloalkyl, heterocycloalkyl, aryl, and heteroaryl; wherein R ¹⁰ may optionally be substituted by one, two, three or more substituents each independently selected from the group consisting of halogen, -C(0)R ²⁰ , Ci _-6 alkyl and Ci _-6 haloalkyl;

R ²⁰ is selected from the group consisting of hydroxyl, halogen, and Ci- ₆ alkyl;

R ¹ and R ² are each selected from the group consisting of hydrogen and Ci.i ₀ alkyl; wherein Ci-ioalkyl may optionally be substituted by one, two, three or more substituents each independently selected from R ^p ; or R ¹ and R ² , together with carbon or nitrogen to which they are attached, form a 3-7 membered saturated carbocyclic or 4-7 membered saturated heterocyclic ring B having one or two heteroatoms each independently selected from the group consisting of O, S(0) _w (wherein w is 0, 1, or 2), and NR ^h ; wherein carbocyclic or heterocyclic ring B may be monocyclic or bicyclic; carbocyclic or heterocyclic ring B may optionally be substituted on one or more available carbons by one, two, three or more substituents each independently selected from the group consisting of halogen, hydroxyl, cyano, oxo, -NR ^a R ^b , -CO _? H -C(0)-NR ^a R ^b , - S(0) _2- NR ^a R ^b , Ci _-6 alkyl, C _2-6 alkenyl, C _2-6 alkynyl, C _3-6 cycloalkyl, Ci _-6 alkoxy, C _3-6 alkenyloxy, C _3-6 alkynyloxy, C _3-6 cycloalkoxy, Ci- ₆ alkylcarbonyl-, Ci _-6 alkoxycarbonyl, Ci- ₆ alkyl-S(0) _w - (wherein w is 0, 1 or 2), Ci _-6 alkylcarbonyl-N(R ^a )-, Ci _-6 alkoxycarbonyl-N(R ^a )-, aryl and heteroaryl; wherein Ci _-6 alkyl, C _2-6 alkenyl, C _2-6 alkynyl, C _3-6 cycloalkyl, Ci _-6 alkoxy, C _{3- 6} alkenyloxy, C _3-6 alkynyloxy, C _3-6 cycloalkoxy, Ci- ₆ alkylcarbonyl-, Ci _-6 alkoxycarbonyl, Ci. ₆ alkyl-S(0) _w - (wherein w is 0, 1 or 2), Ci- ₆ alkylcarbonyl-N(R ^a )- and Ci- ₆ alkoxycarbonyl- N(R ^a )- may optionally be substituted by one or more substituents each independently selected from R ^p ; and wherein aryl and heteroaryl may optionally be substituted by one or more substituents each independently selected from R ;

R ^X1 is selected from the group consisting of hydrogen, Ci _-6 alkyl and phenyl, or R ^X1 and ring A together with the nitrogen to which they are attached form an 8-10 membered saturated or partially unsaturated bicyclic heterocyclyl which may have one or more additional heteroatoms each independently selected from the group consisting of O, S, and N; wherein the heterocyclyl may optionally be substituted by one, two, three or more

substituents each independently selected from the group consisting of R ¹⁰ , -OR ¹⁰ , -S(0) _w R ¹⁰ (wherein w is 0, 1 or 2), -N(R ¹⁰ ) ₂ , -OS(0) _w -R ¹⁰ (wherein w is 0, 1, or 2), -S(O) _w -N(R ¹⁰ ) ₂ (wherein w is 0, 1 or 2), -S(0)(NH)R ¹⁰ , -P(O)(R ¹⁰ ) ₂ -C(0)R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano;

R ^xu is selected from the group consisting of hydrogen, Ci _-6 alkyl and phenyl, or R ^xu and ring A together with the nitrogen to which they are attached form an 8-10 membered saturated or partially unsaturated bicyclic heterocyclyl which may have one or more additional heteroatoms each independently selected from the group consisting of O, S, and N; wherein the heterocyclyl may optionally be substituted by one, two, three or more

substituents each independently selected from the group consisting of R ¹⁰ , -OR ¹⁰ , -S(0) _w R ¹⁰ (wherein w is 0, 1 or 2), -N(R ¹⁰ ) ₂ , -OS(0) _w -R ¹⁰ (wherein w is 0, 1, or 2), -S(O) _w -N(R ¹⁰ ) ₂ (wherein w is 0, 1 or 2), -S(0)(NH)R ¹⁰ , -P(O)(R ¹⁰ ) ₂ -C(0)R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano;

R ^X2 and R ^X3 are each independently selected from the group consisting of hydrogen, halogen, hydroxyl, -NR ^a R ^b , -C(0)-NR ^a R ^b , Ci _-6 alkyl and Ci _-6 alkoxy; wherein Ci _-6 alkyl and Ci _-6 alkoxy may optionally be substituted by one or more substituents each independently selected from R ^p ; or R ^X2 and R ^X3 together with the carbon to which they are attached form a 3-6 membered carbocycle optionally substituted by one or more substituents each independently selected from the group consisting of hydrogen, halogen, -NR ^a R ^b , -C(0)-NR ^a R ^b , oxo, Ci. ₆ alkyl and Ci _-6 alkoxy;

R ^X4 and R ^X5 are each independently selected from the group consisting of hydrogen and Ci _-6 alkyl; wherein Ci _-6 alkyl may optionally be substituted by one or more substituents each independently selected from R ^p ; R ^X6 and R ^X7 are each independently selected from the group consisting of hydrogen, halogen, -C(0)-NR ^a R ^b , cyano and Ci _-6 alkyl; wherein Ci _-6 alkyl may optionally be substituted by one or more substituents each independently selected from R ^p ;

R ^Y is selected from the group consisting of hydrogen, Ci _-6 alkyl and phenyl;

R ³ is selected from the group consisting of hydrogen, halogen, hydroxyl, Ci _-6 alkyl and -NR ^a R ^b ;

f p

R ¹ is independently selected, for each occurrence, from the group consisting of R , Ci. ₆ alkyl, C _3-6 cycloalkyl, C _2-6 alkenyl, C _2-6 alkynyl, Ci _-6 alkoxy, Ci _-6 alkylcarbonyl-, Ci.

6alkoxycarbonyl, Ci- ₆ alkyl-S(0) _w -, (wherein wherein w is 0, 1 or 2), Ci- ₆ alkylcarbonyl-N(R ^a )- and Ci- ₆ alkoxycarbonyl-N(R ^a )-; wherein Ci _-6 alkyl, C3 _-6 cycloalkyl, C _2-6 alkenyl, C _2-6 alkynyl, Ci _-6 alkoxy, Ci _-6 alkylcarbonyl-, Ci _-6 alkoxycarbonyl, Ci _-6 alkyl-S(0) _w -, Ci _-6 alkylcarbonyl- N(R ^a )-, and Ci _-6 alkoxycarbonyl-N(R ^a )- may be optionally substituted by one or more substituents selected from R ^p ;

R ^h is independently selected, for each occurrence, from the group consisting of hydrogen, Ci _-6 alkyl, C3 _-6 alkenyl, C3 _-6 alkynyl, C3 _-6 cycloalkyl, Ci _-6 alkyl-S(0) ₂ -, Ci.

6alkylcarbonyl-, Ci- ₆ alkoxycarbonyl-, R ^a R ^b N-carbonyl- and R ^a R ^b N-S0 ₂ -; wherein Ci _-6 alkyl, C3 _-6 alkenyl, C3 _-6 alkynyl, C3 _-6 cycloalkyl, Ci _-6 alkyl-S(0) ₂ -, Ci _-6 alkylcarbonyl- and Ci.

6alkoxycarbonyl- may optionally be substituted by one or more substituents selected from R ^p ;

R ^a and R ^b are independently selected, for each occurrence, from the group consisting of hydrogen and Ci _-6 alkyl; wherein Ci _-6 alkyl may optionally be substituted by one or more substituents selected from halogen, cyano, oxo and hydroxyl; or R ^a and R ^b , together with the nitrogen to which they are attached, may form a 4-6 membered monocyclic heterocyclic ring, which may have an additional heteroatom selected from the group consisting of O, S, and N; wherein the 4-6 membered heterocyclic ring may optionally be substituted by one or more substituents selected from the group consisting of halogen, cyano, oxo or hydroxyl; and

R ^p is independently selected, for each occurrence, from the group consisting of halogen, hydroxyl, cyano, Ci _-6 alkoxy, R ^a R ^b N-, R ^a R ^b N-carbonyl-, R ^a R ^b N-S0 ₂ -, and R ^a R ^b N- carbonyl-N(R ^a )-.

[0011] Further disclosed herein a compound of Formula X, or a pharmaceutically acceptable salt or stereoisomer thereof, wherein Formula X is represented by: wherein

Ring D is absent or together with carbons to which it is attached, is a 5 membered heteroaryl having one or two heteroatoms each selected from S, O, N, or NR ^a ;

X is bound to a free carbon on the pyrimidinone when D is absent, or on a free carbon of ring D, and selected from the group consisting of a bond, -0-, -NR ^{X I} -, -C(0)NR ^{X I} - S(0) _w- (wherein w is 0, 1 or 2), -C(O)-, -C(R ^X2 R ^X3 )-, -0-C(R ^X4 R ^X5 )-, -C(R ^X4 R ^X5 )-0- and -C=C(R ^X6 R ^X7 )-;

Y is selected from the group consisting of a bond, -NR ^Y -, -Ci-3alkylene-NR ^Y -, and - NR ^Y -C i _-3 alkyl ene-;

Z is selected from the group consisting of N and C(R ^Z ), or Z and R ¹ are absent; wherein if Y is a bond, Z is N or is absent, and wherein if Y is -NR ^Y -, -Ci^alkylene- NR ^Y -, or -NR ^Y -Ci _-3 alkylene-, Z is C(R ^Z );

R ^z is selected from the group consisting of hydrogen and Ci- ₆ alkyl; wherein Ci _-6 alkyl may optionally be substituted by halogen, hydroxyl, and -NR ^a R ^b ,

A is selected from the group consisting of a 6-10 membered monocyclic or bicyclic aryl, a 5-7 membered monocyclic heteroaryl having one or more heteroatoms each independently selected from O, S, or N, a 8-10 membered bicyclic heteroaryl having one or more heteroatoms each independently selected from O, S, or N; and a 4-7 membered heterocyclyl, wherein A may optionally be substituted by one, two, three or more substituents each independently selected from the group consisting of -R ¹⁰ , -OR ¹⁰ , -S(0) _w R ¹⁰ (wherein w is 0, 1 or 2), -N(R ¹⁰ ) ₂ , -OS(0) _W -R ¹⁰ (wherein w is 0, 1, or 2), -S(O) _w -N(R ¹⁰ ) ₂ (wherein w is 0, 1 or 2), -S(0)(NH)R ¹⁰ , -P(O)(R ¹⁰ ) ₂ -C(0)R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano; R ¹⁰ is independently selected from the group consisting of hydrogen, Ci- ₆ alkyl, Ci- ₆ haloalkyl, C _3-6 cycloalkyl, heterocycloalkyl, aryl, and heteroaryl; wherein R ¹⁰ may optionally be substituted by one, two, three or more substituents each independently selected from the group consisting of halogen, -C(0)R ²⁰ , Ci _-6 alkyl and Ci _-6 haloalkyl;

R ²⁰ is selected from the group consisting of hydroxyl, halogen, and Ci- ₆ alkyl;

R ¹ and R ² are each selected from the group consisting of hydrogen and Ci-ioalkyl; wherein Ci.i ₀ alkyl may optionally be substituted by one, two, three or more substituents each independently selected from R ^p ; or R ¹ and R ² , together with carbon or nitrogen to which they are attached, form a 3-7 membered saturated carbocyclic or 4-7 membered saturated heterocyclic ring B having one or two heteroatoms each independently selected from the group consisting of O, S(0) _w (wherein w is 0, 1, or 2), and NR ^h ; wherein carbocyclic or heterocyclic ring B may be monocyclic or bicyclic; carbocyclic or heterocyclic ring B may optionally be substituted on one or more available carbons by one, two, three or more substituents each independently selected from the group consisting of halogen, hydroxyl, cyano, oxo, -NR ^a R ^b , -C0 ₂ H -C(0)-NR ^a R ^b , - S(0) _2- NR ^a R ^b , Ci _-6 alkyl, C _2-6 alkenyl, C _2-6 alkynyl, C _3-6 cycloalkyl, Ci _-6 alkoxy, C _3-6 alkenyloxy, C _3-6 alkynyloxy, C _3-6 cycloalkoxy, Ci _-6 alkylcarbonyl-, Ci _-6 alkoxycarbonyl, Ci _-6 alkyl-S(0) _w - (wherein w is 0, 1 or 2), Ci- ₆ alkylcarbonyl-N(R ^a )-, Ci- ₆ alkoxycarbonyl-N(R ^a )-, aryl and heteroaryl; wherein Ci _-6 alkyl, C _2-6 alkenyl, C _2-6 alkynyl, C _3-6 cycloalkyl, Ci _-6 alkoxy, C _{3- 6} alkenyloxy, C _3-6 alkynyloxy, C _3-6 cycloalkoxy, Ci _-6 alkylcarbonyl-, Ci _-6 alkoxycarbonyl, Ci. ₆ alkyl-S(0) _w - (wherein w is 0, 1 or 2), Ci _-6 alkylcarbonyl-N(R ^a )- and Ci _-6 alkoxycarbonyl- N(R ^a )- may optionally be substituted by one or more substituents each independently selected from R ^p ; and wherein aryl and heteroaryl may optionally be substituted by one or more substituents each independently selected from R ;

R ^X1 is selected from the group consisting of hydrogen, Ci _-6 alkyl and phenyl, or R ^X1 and ring A together with the nitrogen to which they are attached form an 8-10 membered saturated or partially unsaturated bicyclic heterocyclyl which may have one or more additional heteroatoms each independently selected from the group consisting of O, S, and N; wherein the heterocyclyl may optionally be substituted by one, two, three or more

substituents each independently selected from the group consisting of R ¹⁰ , -OR ¹⁰ , -S(0) _w R ¹⁰ (wherein w is 0, 1 or 2), -N(R ¹⁰ ) ₂ , -OS(0) _w -R ¹⁰ (wherein w is 0, 1, or 2), -S(O) _w -N(R ¹⁰ ) ₂ (wherein w is 0, 1 or 2), -S(0)(NH)R ¹⁰ , -P(O)(R ¹⁰ ) ₂ -C(0)R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano;

RXU is selected from the group consisting of hydrogen, Ci _-6 alkyl and phenyl, or R ^xu and ring A together with the nitrogen to which they are attached form an 8-10 membered saturated or partially unsaturated bicyclic heterocyclyl which may have one or more additional heteroatoms each independently selected from the group consisting of O, S, and N; wherein the heterocyclyl may optionally be substituted by one, two, three or more

substituents each independently selected from the group consisting of R ¹⁰ , -OR ¹⁰ , -S(0) _w R ¹⁰ (wherein w is 0, 1 or 2), -N(R ¹⁰ ) ₂ , -OS(0) _w -R ¹⁰ (wherein w is 0, 1, or 2), -S(O) _w -N(R ¹⁰ ) ₂ (wherein w is 0, 1 or 2), -S(0)(NH)R ¹⁰ , -P(O)(R ¹⁰ ) ₂ -C(0)R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano;

R ^X2 and R ^X3 are each independently selected from the group consisting of hydrogen, halogen, hydroxyl, -NR ^a R ^b , -C(0)-NR ^a R ^b , Ci _-6 alkyl and Ci _-6 alkoxy; wherein Ci _-6 alkyl and Ci _-6 alkoxy may optionally be substituted by one or more substituents each independently selected from R ^p ; or R ^X2 and R ^X3 together with the carbon to which they are attached form a 3-6 membered carbocycle optionally substituted by one or more substituents each independently selected from the group consisting of hydrogen, halogen, -NR ^a R ^b , -C(0)-NR ^a R ^b , oxo, Ci. ₆ alkyl and Ci _-6 alkoxy;

R ^X4 and R ^X5 are each independently selected from the group consisting of hydrogen and Ci _-6 alkyl; wherein Ci _-6 alkyl may optionally be substituted by one or more substituents each independently selected from R ^p ;

R ^X6 and R ^X7 are each independently selected from the group consisting of hydrogen, halogen, -C(0)-NR ^a R ^b , cyano and Ci _-6 alkyl; wherein Ci _-6 alkyl may optionally be substituted by one or more substituents each independently selected from R ^p ;

R ^Y is selected from the group consisting of hydrogen, Ci _-6 alkyl and phenyl;

R ³ is selected from the group consisting of hydrogen, Ci _-6 alkyl, C _3-6 alkyl, phenyl, and heterocycle;

f p

R is independently selected, for each occurrence, from the group consisting of R , Ci. ₆ alkyl, C _3-6 cycloalkyl, C _2-6 alkenyl, C _2-6 alkynyl, Ci _-6 alkoxy, Ci _-6 alkylcarbonyl-, Ci. ₆ alkoxycarbonyl, Ci _-6 alkyl-S(0) _w -, (wherein wherein w is 0, 1 or 2), Ci _-6 alkylcarbonyl-N(R ^a )- and Ci _-6 alkoxycarbonyl-N(R ^a )-; wherein Ci _-6 alkyl, C _3-6 cycloalkyl, C _2-6 alkenyl, C _2-6 alkynyl, Ci _-6 alkoxy, Ci _-6 alkylcarbonyl-, Ci _-6 alkoxycarbonyl, Ci- ₆ alkyl-S(0) _w -, Ci _-6 alkylcarbonyl- N(R ^a )-, and Ci _-6 alkoxycarbonyl-N(R ^a )- may be optionally substituted by one or more substituents selected from R ^p ;

R ^h is independently selected, for each occurrence, from the group consisting of hydrogen, Ci _-6 alkyl, C _3-6 alkenyl, C _3-6 alkynyl, C _3-6 cycloalkyl, Ci _-6 alkyl-S(0) ₂ -, Ci.

6alkylcarbonyl-, Ci _-6 alkoxycarbonyl-, R ^a R ^b N-carbonyl- and R ^a R ^b N-S0 ₂ -; wherein Ci _-6 alkyl, C _3-6 alkenyl, C _3-6 alkynyl, C _3-6 cycloalkyl, Ci _-6 alkyl-S(0) ₂ -, Ci _-6 alkylcarbonyl- and Ci.

6alkoxycarbonyl- may optionally be substituted by one or more substituents selected from R ^p ;

R ^a and R ^b are independently selected, for each occurrence, from the group consisting of hydrogen and Ci _-6 alkyl; wherein Ci _-6 alkyl may optionally be substituted by one or more substituents selected from halogen, cyano, oxo and hydroxyl; or R ^a and R ^b , together with the nitrogen to which they are attached, may form a 4-6 membered monocyclic heterocyclic ring, which may have an additional heteroatom selected from the group consisting of O, S, and N; wherein the 4-6 membered heterocyclic ring may optionally be substituted by one or more substituents selected from the group consisting of halogen, cyano, oxo or hydroxyl; and

R ^p is independently selected, for each occurrence, from the group consisting of halogen, hydroxyl, cyano, Ci _-6 alkoxy, R ^a R ^b N-, R ^a R ^b N-carbonyl-, R ^a R ^b N-S0 ₂ -, and R ^a R ^b N- carbonyl-N(R ^a )-.

[0012] The disclosure also provides, in an embodiment, pharmaceutical compositions that include one or more compounds described herein. Further, the disclosure provides a method of inhibiting SHP2 phosphatase activity in a subject by administering a therapeutically effective amount of a compound or composition described herein, to a subject, e.g ., a human, in need.

[0013] The disclosure further provides a method of treating a disorder in a subject by administering a therapeutically effective amount of a compound or composition described herein, to a subject in need thereof. Examples of disorders include Noonan syndrome, neutropenia, diabetes, neuroblastoma, melanoma, acute myeloid leukemia, juvenile leukemia, juvenile myelomonocytic leukemia, breast cancer, lung cancer, and colorectal cancer. In addition to the compound or composition described herein, such method may include administration of a therapeutically effective amount of an antibody, an antibody-drug conjugate, an immunomodulator, or a histone deacetylase inhibitor.

[0014] The present disclosure is based, in part, on certain discoveries which are described more fully in the Examples section of the present application. For example, the present disclosure is based, in part, on the discovery of disclosed compounds and the SHP2 phosphatase inhibition exhibited by such compounds.

[0015] These and other embodiments of the disclosure are further described in the following sections of the application, including the Detailed Description, Examples, and Claims. Still other objects and advantages of the disclosure will become apparent by those of skill in the art from the disclosure herein, which are simply illustrative and not restrictive. Thus, other embodiments will be recognized by the ordinarily skilled artisan without departing from the spirit and scope of the disclosure.

DETAILED DESCRIPTION

[0016] The compounds and/or compositions of the disclosure, alone or in combination with other treatments, may be effective in treating, reducing, and/or suppressing disorders related to SHP2 phosphatase activity such as, e.g. , Noonan syndrome, Leopard Syndrome, diabetes, neuroblastoma, melanoma, juvenile leukemia, juvenile myelomonocytic leukemia (JMML), chronic myelomonocytic leukemia, acute myeloid leukemia, HER2-positive breast cancer, triple-negative breast cancer, ductal carcinoma of the breast, invasive ductal carcinoma of the breast, non-small cell lung cancer (including adenocarcinoma of the lung), colorectal cancer, esophageal cancer, gastric cancer, squamous-cell carcinoma of the head and neck (SCCHN), neutropenia (Kostmann’s syndrome), and systemic lupus

erythematosus.

[0017] In some embodiments, methods described herein may also include additionally administering a therapeutically effective amount of an antibody, an antibody-drug conjugate, an immunomodulator, or a histone deacetylase inhibitor.

Abbreviations and Definitions

[0018] The term“compound of the disclosure” as used herein means a compound described herein. The term is also intended to encompass salts, hydrates, tautomers, stereoisomers, and isotopic substitutions thereof. [0019] The term“composition(s) of the disclosure” as used herein means compositions comprising a disclosed compound, and salts thereof. The compositions of the disclosure may further comprise other agents such as, e.g ., excipients, stabilants, lubricants, solvents, and the like.

[0020] The term“isomer” as used herein refers to a compound having the identical chemical formula but different structural or optical configurations. The term“stereoisomer” as used herein refers to and includes isomeric molecules that have the same molecular formula but differ in positioning of atoms and/or functional groups in the space. All stereoisomers of the present compounds (e.g, those which may exist due to asymmetric carbons on various substituents), including enantiomeric forms and diastereomeric forms, are contemplated within the scope of the disclosure.

[0021] The term“tautomer” as used herein refers to one of two or more structural isomers which exist in equilibrium and which are readily converted from one isomeric form to another. It is understood that tautomers encompass valence tautomers and proton tautomers (also known as prototropic tautomers). Valence tautomers include interconversions by reorganization of some of the bonding electrons. Proton tautomers include interconversions via migration of a proton, such as keto-enol and imine-enamine isomerizations.

[0022] The term“isotopic substitution” as used herein refers to the substitution of an atom with its isotope. The term“isotope” as used herein refers to an atom having the same atomic number as that of atoms dominant in nature but having a mass number (neutron number) different from the mass number of the atoms dominant in nature. It is understood that a compound with an isotopic substitution refers to a compound in which at least one atom contained therein is substituted with its isotope. Atoms that can be substituted with its isotope include, but are not limited to, hydrogen, carbon, and oxygen. Examples of the isotope of a hydrogen atom include ² H (also represented as D) and ³ H. Examples of the isotope of a carbon atom include ¹³ C and ¹⁴ C. Examples of the isotope of an oxygen atom include ¹⁸ 0.

[0023] The term“alkyl”, as used herein, unless otherwise indicated, refers to a monovalent aliphatic hydrocarbon radical having a straight chain, branched chain, monocyclic moiety, or polycyclic moiety or combinations thereof, wherein the radical is optionally substituted at one or more carbons of the straight chain, branched chain, monocyclic moiety, or polycyclic moiety or combinations thereof with one or more substituents at each carbon, wherein the one or more substituents are independently Ci-Cio alkyl. Examples of“alkyl” groups include methyl, ethyl, propyl, isopropyl, butyl, Ao-butyl, .svc-butyl, tert- butyl, pentyl, hexyl, heptyl, cyclopropyl, cyclobutyl, cyclopentyl, cyclohexyl, cycloheptyl, norbornyl, and the like.

[0024] The terms“heteroaryl” or“heteroaromatic group” as used herein refers to a monocyclic aromatic 5-6 membered ring system containing one or more heteroatoms, for example one to three heteroatoms, such as nitrogen, oxygen, and sulfur, or a 8-10 membered bicyclic unsaturated or partially unsaturated ring system containing one or more heteroatoms, for example one to three heteroatoms, such as nitrogen, oxygen, and sulfur. Where possible, said heteroaryl ring may be linked to the adjacent radical though carbon or nitrogen.

Examples of heteroaryl rings include but are not limited to furan, thiophene, pyrrole, thiazole, oxazole, isothiazole, isoxazole, imidazole, pyrazole, triazole, pyridine or pyrimidine, tetrahydroquinoline, etc.

[0025] The terms“heterocyclyl” or“heterocyclic group” are art-recognized and refer to saturated 4-10 membered monocyclic and bicyclic ring structures, including bridged or fused rings, and whose ring structures include one to three heteroatoms, such as nitrogen, oxygen, and sulfur. Where possible, heterocyclyl rings may be linked to the adjacent radical through carbon or nitrogen.

[0026] The term“pharmaceutically acceptable salt” is intended to include salts derived from inorganic or organic acids including, e.g., hydrochloric, hydrobromic, sulfuric, nitric, perchloric, phosphoric, formic, acetic, lactic, maleic, fumaric, succinic, tartaric, glycolic, salicylic, citric, methanesulfonic, benzenesulfonic, benzoic, malonic, trifluroacetic, trichloroacetic, naphthalene-2 sulfonic and other acids; and salts derived from inorganic or organic bases including, e.g, sodium, potassium, calcium, magnesium, zinc, ammonia, lysine, arginine, histidine, polyhydroxylated amines or tetrafluorob orate. Exemplary pharmaceutically acceptable salts are found, e.g. , in Berge, et al. (./. Pharm. Sci. 1977, 66(1), 1; and Gould, P.L., Int. J. Pharmaceutics 1986, 33, 201-217; (each hereby incorporated by reference in its entirety). Pharmaceutically acceptable salts are also intended to encompass hemi-salts, wherein the ratio of compound:acid is respectively 2: 1. Exemplary hemi-salts are those salts derived from acids comprising two carboxylic acid groups, such as malic acid, fumaric acid, maleic acid, succinic acid, tartaric acid, glutaric acid, oxalic acid, adipic acid and citric acid. Other exemplary hemi-salts are those salts derived from diprotic mineral acids such as sulfuric acid. Exemplary preferred hemi-salts include, but are not limited to, hemimaleate, hemifumarate, and hemisuccinate.

[0027] As used herein the term“about” is used herein to mean approximately, roughly, around, or in the region of. When the term“about” is used in conjunction with a numerical range, it modifies that range by extending the boundaries above and below the numerical values set forth. In general, the term“about” is used herein to modify a numerical value above and below the stated value by a variance of 20 percent up or down (higher or lower).

[0028] An“effective amount”,“sufficient amount” or“therapeutically effective amount” as used herein is an amount of a compound that is sufficient to effect beneficial or desired results, including clinical results. As such, the effective amount may be sufficient, e.g ., to reduce or ameliorate the severity and/or duration of afflictions related to SHP2 phosphatase, or one or more symptoms thereof, prevent the advancement of conditions or symptoms related to afflictions related to SHP2 phosphatase, or enhance or otherwise improve the prophylactic or therapeutic effect(s) of another therapy. An effective amount also includes the amount of the compound that avoids or substantially attenuates undesirable side effects.

[0029] As used herein and as well understood in the art,“treatment” is an approach for obtaining beneficial or desired results, including clinical results. Beneficial or desired clinical results may include, but are not limited to, alleviation or amelioration of one or more symptoms or conditions, diminution of extent of disease or affliction, a stabilized (i.e., not worsening) state of disease or affliction, preventing spread of disease or affliction, delay or slowing of disease or affliction progression, amelioration or palliation of the disease or affliction state and remission (whether partial or total), whether detectable or undetectable. "Treatment" can also mean prolonging survival as compared to expected survival if not receiving treatment.

[0030] The phrase“in need thereof’ refers to the need for symptomatic or asymptomatic relief from conditions related to SHP2 phosphatase activity or that may otherwise be relieved by the compounds and/or compositions of the disclosure.

[0031] For example, provided herein is a compound represented by Formula i, ii, or iii:

(iii); or a pharmaceutically acceptable salt or stereoisomer thereof, wherein: TT ¹ is selected from the group consisting of:

TT ² is selected from the group consisting of:

X is selected from the group consisting of a bond, -0-, -NR ^X1 - -C(0)NR ^X11 -, - S(0) _w- (wherein w is 0, 1 or 2), -C(O)-, -C(R ^X2 R ^X3 )-, -0-C(R ^X4 R ^X5 )-, -C(R ^X4 R ^X5 )-0-, and -C=C(R ^X6 R ^X7 )

Y is selected from the group consisting of a bond, -C(O) -, -NR ^Y -, -C _l-3 alkyl ene- NR ^Y -, and -NR ^Y -Ci _-3 alkylene-;

Z is selected from the group consisting of N and C(R ^Z ); wherein if Y is a bond or -C(O) -, Z is N; and wherein if Y is -NR ^Y -, -Ci _-3 alkylene- NR ^Y -, or-NR ^Y -Ci _-3 alkylene-, Z is C(R ^Z );

R ^z is selected from the group consisting of hydrogen and Ci- ₆ alkyl; wherein Ci _-6 alkyl may optionally be substituted by halogen, hydroxyl, and -NR ^a R ^b ,

A is selected from the group consisting of a 6-10 membered monocyclic or bicyclic aryl, a 5-7 membered monocyclic heteroaryl having one or more heteroatoms each independently selected from O, S, or N, a 8-10 membered bicyclic heteroaryl having one or more heteroatoms each independently selected from O, S, or N; and a 4-7 membered heterocyclyl, wherein A may optionally be substituted by one, two, three or more substituents each independently selected from the group consisting of -R ¹⁰ , -OR ¹⁰ , -S(0) _w R ¹⁰ (wherein w is 0, 1 or 2), -N(R ¹⁰ ) ₂ , -OS(0) _W -R ¹⁰ (wherein w is 0, 1, or 2), -S(O) _w -N(R ¹⁰ ) ₂ (wherein w is 0, 1 or 2), -S(0)(NH)R ¹⁰ , -P(O)(R ¹⁰ ) ₂ -C(0)R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano;

R ¹⁰ is independently selected from the group consisting of hydrogen, Ci- ₆ alkyl, Ci- ₆ haloalkyl, C _3-6 cycloalkyl, heterocycloalkyl, aryl, and heteroaryl; wherein R ¹⁰ may optionally be substituted by one, two, three or more substituents each independently selected from the group consisting of halogen, -C(0)R ²⁰ , Ci _-6 alkyl and Ci _-6 haloalkyl;

R ²⁰ is selected from the group consisting of hydroxyl, halogen, and Ci- ₆ alkyl;

R ¹ and R ² are each selected from the group consisting of hydrogen and Ci.i ₀ alkyl; wherein Ci-ioalkyl may optionally be substituted by one, two, three or more substituents each independently selected from R ^p ; or R ¹ and R ² , together with carbon or nitrogen to which they are attached, form a 3-7 membered saturated carbocyclic or 4-7 membered saturated heterocyclic ring B having one or two heteroatoms each independently selected from the group consisting of O, S(0) _w (wherein w is 0, 1, or 2), and NR ^h ; wherein carbocyclic or heterocyclic ring B may be monocyclic or bicyclic; carbocyclic or heterocyclic ring B may optionally be substituted on one or more available carbons by one, two, three or more substituents each independently selected from the group consisting of halogen, hydroxyl, cyano, oxo, -NR ^a R ^b , -C0 ₂ H -C(0)-NR ^a R ^b , - S(0) _2- NR ^a R ^b , Ci _-6 alkyl, C _2-6 alkenyl, C _2-6 alkynyl, C3 _-6 cycloalkyl, Ci _-6 alkoxy, C3 _-6 alkenyloxy, C3 _-6 alkynyloxy, C3 _-6 cycloalkoxy, Ci _-6 alkylcarbonyl-, Ci _-6 alkoxycarbonyl, Ci- ₆ alkyl-S(0) _w - (wherein w is 0, 1 or 2), Ci _-6 alkylcarbonyl-N(R ^a )-, Ci _-6 alkoxycarbonyl-N(R ^a )-, aryl and heteroaryl; wherein Ci _-6 alkyl, C _2-6 alkenyl, C _2-6 alkynyl, C3 _-6 cycloalkyl, Ci _-6 alkoxy, C _{3- 6} alkenyloxy, C3 _-6 alkynyloxy, C3 _-6 cycloalkoxy, Ci _-6 alkylcarbonyl-, Ci _-6 alkoxycarbonyl, Ci. ₆ alkyl-S(0) _w - (wherein w is 0, 1 or 2), Ci _-6 alkylcarbonyl-N(R ^a )- and Ci _-6 alkoxycarbonyl- N(R ^a )- may optionally be substituted by one or more substituents each independently selected from R ^p ; and wherein aryl and heteroaryl may optionally be substituted by one or more substituents each independently selected from R ;

R ^X1 is selected from the group consisting of hydrogen, Ci _-6 alkyl and phenyl, or R ^X1 and ring A together with the nitrogen to which they are attached form an 8-10 membered saturated or partially unsaturated bicyclic heterocyclyl which may have one or more additional heteroatoms each independently selected from the group consisting of O, S, and N; wherein the heterocyclyl may optionally be substituted by one, two, three or more

substituents each independently selected from the group consisting of R ¹⁰ , -OR ¹⁰ , -S(0) _w R ¹⁰ (wherein w is 0, 1 or 2), -N(R ¹⁰ ) ₂ , -OS(0) _w -R ¹⁰ (wherein w is 0, 1, or 2), -S(O) _w -N(R ¹⁰ ) ₂ (wherein w is 0, 1 or 2), -S(0)(NH)R ¹⁰ , -P(O)(R ¹⁰ ) _2, -C(0)R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano;

RXU is selected from the group consisting of hydrogen, Ci _-6 alkyl and phenyl, or R ^xu and ring A together with the nitrogen to which they are attached form an 8-10 membered saturated or partially unsaturated bicyclic heterocyclyl which may have one or more additional heteroatoms each independently selected from the group consisting of O, S, and N; wherein the heterocyclyl may optionally be substituted by one, two, three or more

substituents each independently selected from the group consisting of R ¹⁰ , -OR ¹⁰ , -S(0) _w R ¹⁰ (wherein w is 0, 1 or 2), -N(R ¹⁰ ) ₂ , -OS(0) _w -R ¹⁰ (wherein w is 0, 1, or 2), -S(O) _w -N(R ¹⁰ ) ₂ (wherein w is 0, 1 or 2), -S(0)(NH)R ¹⁰ , -P(O)(R ¹⁰ ) ₂ -C(0)R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano;

R ^X2 and R ^X3 are each independently selected from the group consisting of hydrogen, halogen, hydroxyl, -NR ^a R ^b , -C(0)-NR ^a R ^b , Ci _-6 alkyl and Ci _-6 alkoxy; wherein Ci _-6 alkyl and Ci _-6 alkoxy may optionally be substituted by one or more substituents each independently selected from R ^p ; or R ^X2 and R ^X3 together with the carbon to which they are attached form a 3-6 membered carbocycle optionally substituted by one or more substituents each independently selected from the group consisting of hydrogen, halogen, -NR ^a R ^b , -C(0)-NR ^a R ^b , oxo, Ci. ₆ alkyl and Ci _-6 alkoxy;

R ^X4 and R ^X5 are each independently selected from the group consisting of hydrogen and Ci _-6 alkyl; wherein Ci _-6 alkyl may optionally be substituted by one or more substituents each independently selected from R ^p ;

R ^X6 and R ^X7 are each independently selected from the group consisting of hydrogen, halogen, -C(0)-NR ^a R ^b , cyano and Ci _-6 alkyl; wherein Ci _-6 alkyl may optionally be substituted by one or more substituents each independently selected from R ^p ;

R ^Y is selected from the group consisting of hydrogen, Ci _-6 alkyl and phenyl;

R ³ is selected from the group consisting of hydrogen, halogen, hydroxyl, Ci _-6 alkyl and -NR ^a R ^b ;

R ⁴ and R ⁵ are each independently selected from the group consisting of hydrogen, hydroxyl, Ci- ₆ alkyl, Ci- ₆ alkoxy, Ci- ₆ alkyl-0-R ⁶ , -C(0)N(R ⁶ ) ₂ , -N(R ⁶ ) ₂ , halogen, Ci- ₆ alkyl- N(R ⁶ ) ₂ , and cyano; wherein Ci- ₆ alkyl, Ci- ₆ alkoxy, Ci- ₆ alkyl-0-R ⁶ , and Ci- ₆ alkyl-N(R ⁶ ) ₂ may optionally be substituted by one or more substituents each independently selected from the group consisting of hydroxyl, -NH ₂ , oxo, and halogen,

or R ⁴ and R ⁵ , taken together with the atoms to which they are attached, form a 3-7 membered carbocyclic or heterocyclic saturated or partially unsaturated ring, wherein the ring may optionally be substituted by one or more substituents each independently selected from the group consisting of hydroxyl, Ci- ₆ alkyl, Ci- ₆ alkoxy, -N(R ⁶ ) ₂ , halogen, oxo, and cyano;

or R ⁴ and R ⁸ , taken together with the atoms to which they are attached, form a 4-7 membered carbocyclic or heterocyclic ring, wherein the ring may optionally be substituted by one or more substituents each independently selected from the group consisting of hydroxyl, Ci- ₆ alkyl, Ci- ₆ alkoxy, -N(R ⁶ ) ₂ , halogen, oxo, and cyano;

or R ⁴ is absent, and R ⁴ and R ⁸ , taken together with the atoms to which they are attached, form a 3 -membered carbocyclic or heterocyclic ring, wherein the ring may optionally be substituted by one or more substituents each independently selected from the group consisting of hydroxyl, Ci- ₆ alkyl, Ci- ₆ alkoxy, -N(R ⁶ ) ₂ , halogen, oxo, and cyano;

R ⁶ is independently for each occurrence selected from the group consisting of hydrogen, Ci- ₆ alkyl and phenyl;

R ¹¹ and R ¹² are each independently selected from the group consisting of hydrogen, hydroxyl, Ci- ₆ alkyl, Ci- ₆ alkoxy, Ci- ₆ alkyl-0-R ⁶ , aryl, arylalkylene, heteroaryl,

heteroarylalkylene, -C(0)N(R ⁶ ) ₂ , -N(R ⁶ ) ₂ , halogen, Ci- ₆ alkyl-N(R ⁶ ) ₂ , -C0 ₂ H, and cyano; wherein Ci- ₆ alkyl, Ci- ₆ alkoxy, Ci- ₆ alkyl-0-R ⁶ , aryl, arylalkylene, heteroaryl,

heteroarylalkylene, and Ci- ₆ alkyl-N(R ⁶ ) ₂ may optionally be substituted by one or more substituents each independently selected from the group consisting of hydroxyl, -NH ₂ , and halogen;

or R ¹¹ and R ¹² , taken together with the atoms to which they are attached, form a 5-7 membered heterocyclic ring;

or R ⁴ and R ¹² , taken together with the atoms to which they are attached, form a 5-7 membered carbocyclic or heterocyclic ring;

or R ⁸ and R ¹¹ , taken together with the atoms to which they are attached, form a 5-7 membered carbocyclic or heterocyclic ring; R ⁸ and R ⁹ are each independently selected from the group consisting of hydrogen, Ci- ₆ )alkyl, Ci- ₆ alkyl-N(R ⁶ ) _{2 -} OR ⁶ , Ci- ₆ alkyl-0-R ⁶ , -C(0)NH ₂ , -N(R ⁶ ) ₂ , halogen, and cyano; each of m and n is, independently, 0, 1, 2, or 3, with m + n being at least 2 and no more than 4; q is 0 or 1;

f p

R is independently selected, for each occurrence, from the group consisting of R , Ci. ₆ alkyl, C _3-6 cycloalkyl, C _2-6 alkenyl, C _2-6 alkynyl, Ci _-6 alkoxy, Ci _-6 alkylcarbonyl-, Ci.

6alkoxycarbonyl, Ci _-6 alkyl-S(0) _w -, (wherein wherein w is 0, 1 or 2), Ci _-6 alkylcarbonyl-N(R ^a )- and Ci- ₆ alkoxycarbonyl-N(R ^a )-; wherein Ci _-6 alkyl, C3 _-6 cycloalkyl, C _2-6 alkenyl, C _2-6 alkynyl, Ci _-6 alkoxy, Ci- ₆ alkylcarbonyl-, Ci _-6 alkoxycarbonyl, Ci- ₆ alkyl-S(0) _w -, Ci- ₆ alkylcarbonyl- N(R ^a )-, and Ci _-6 alkoxycarbonyl-N(R ^a )- may be optionally substituted by one or more substituents selected from R ^p ;

R ^h is independently selected, for each occurrence, from the group consisting of hydrogen, Ci _-6 alkyl, C _3-6 alkenyl, C _3-6 alkynyl, C _3-6 cycloalkyl, Ci _-6 alkyl-S(0) ₂ -, Ci.

6alkylcarbonyl-, Ci- ₆ alkoxycarbonyl-, R ^a R ^b N-carbonyl- and R ^a R ^b N-S0 ₂ -; wherein Ci _-6 alkyl, C _3-6 alkenyl, C _3-6 alkynyl, C _3-6C ycloalkyl, Ci _-6 alkyl-S(0) ₂ -, Ci- ₆ alkylcarbonyl- and Ci.

6alkoxycarbonyl- may optionally be substituted by one or more substituents selected from R ^p ;

R ^a and R ^b are independently selected, for each occurrence, from the group consisting of hydrogen and Ci _-6 alkyl; wherein Ci _-6 alkyl may optionally be substituted by one or more substituents selected from halogen, cyano, oxo and hydroxyl; or R ^a and R ^b , together with the nitrogen to which they are attached, may form a 4-6 membered monocyclic heterocyclic ring, which may have an additional heteroatom selected from the group consisting of O, S, and N; wherein the 4-6 membered heterocyclic ring may optionally be substituted by one or more substituents selected from the group consisting of halogen, cyano, oxo or hydroxyl;

BB is optionally substituted monocyclic or bicyclic heteroaryl; and

R ^p is independently selected, for each occurrence, from the group consisting of halogen, hydroxyl, cyano, Ci _-6 alkoxy, R ^a R ^b N-, R ^a R ^b N-carbonyl-, R ^a R ^b N-S0 ₂ -, and R ^a R ^b N- carbonyl-N(R ^a )-. [0032] In some embodiments, SHP2 phosphatase inhibitors described herein encompass compounds of Formula I, or a pharmaceutically acceptable salt or stereoisomer thereof, wherein Formula I is represented by:

wherein

X is selected from the group consisting of a bond, -0-, -NR ^X1 - -C(0)NR ^X11 -, - S(0) _w- (wherein w is 0, 1 or 2), -C(O)-, -C(R ^X2 R ^X3 )-, -0-C(R ^X4 R ^X5 )-, -C(R ^X4 R ^X5 )-0- and -C=C(R ^X6 R ^X7 )

Y is selected from the group consisting of a bond, -C(O) -, -NR ^Y -, -C _l-3 alkyl ene- NR ^Y -, and -NR ^Y -Ci-3alkylene-;

Z is selected from the group consisting of N and C(R ^Z ); wherein if Y is a bond or -C(O) -, Z is N; and wherein if Y is -NR ^Y -, -Ci _-3 alkylene- NR ^Y -, or-NR ^Y -Ci _-3 alkylene-, Z is C(R ^Z );

R ^z is selected from the group consisting of hydrogen and Ci- ₆ alkyl; wherein Ci _-6 alkyl may optionally be substituted by halogen, hydroxyl, and -NR ^a R ^b ,

A is selected from the group consisting of a 6-10 membered monocyclic or bicyclic aryl, a 5-7 membered monocyclic heteroaryl having one or more heteroatoms each independently selected from O, S, or N, a 8-10 membered bicyclic heteroaryl having one or more heteroatoms each independently selected from O, S, or N; and a 4-7 membered heterocyclyl, wherein A may optionally be substituted by one, two, three or more substituents each independently selected from the group consisting of -R ¹⁰ , -OR ¹⁰ , -S(0) _w R ¹⁰ (wherein w is 0, 1 or 2), -N(R ¹⁰ ) ₂ , -OS(0) _W -R ¹⁰ (wherein w is 0, 1, or 2), -S(O) _w -N(R ¹⁰ ) ₂ (wherein w is 0, 1 or 2), -S(0)(NH)R ¹⁰ , -P(O)(R ¹⁰ ) ₂ -C(0)R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano;

R ¹⁰ is independently selected from the group consisting of hydrogen, Ci- ₆ alkyl, Ci- ₆ haloalkyl, C _3-6 cycloalkyl, heterocycloalkyl, aryl, and heteroaryl; wherein R ¹⁰ may optionally be substituted by one, two, three or more substituents each independently selected from the group consisting of halogen, -C(0)R ²⁰ , Ci _-6 alkyl and Ci _-6 haloalkyl;

R ²⁰ is selected from the group consisting of hydroxyl, halogen, and Ci- ₆ alkyl;

R ¹ and R ² are each selected from the group consisting of hydrogen and Ci.i ₀ alkyl; wherein Ci-ioalkyl may optionally be substituted by one, two, three or more substituents each independently selected from R ^p ; or R ¹ and R ² , together with carbon or nitrogen to which they are attached, form a 3-7 membered saturated carbocyclic or 4-7 membered saturated heterocyclic ring B having one or two heteroatoms each independently selected from the group consisting of O, S(0) _w (wherein w is 0, 1, or 2), and NR ^h ; wherein carbocyclic or heterocyclic ring B may be monocyclic or bicyclic; carbocyclic or heterocyclic ring B may optionally be substituted on one or more available carbons by one, two, three or more substituents each independently selected from the group consisting of halogen, hydroxyl, cyano, oxo, -NR ^a R ^b , -C0 ₂ H -C(0)-NR ^a R ^b , - S(0) _2- NR ^a R ^b , Ci _-6 alkyl, C _2-6 alkenyl, C _2-6 alkynyl, C3 _-6 cycloalkyl, Ci _-6 alkoxy, C3 _-6 alkenyloxy, C3 _-6 alkynyloxy, C3 _-6 cycloalkoxy, Ci _-6 alkylcarbonyl-, Ci _-6 alkoxycarbonyl, Ci- ₆ alkyl-S(0) _w - (wherein w is 0, 1 or 2), Ci _-6 alkylcarbonyl-N(R ^a )-, Ci _-6 alkoxycarbonyl-N(R ^a )-, aryl and heteroaryl; wherein Ci _-6 alkyl, C _2-6 alkenyl, C _2-6 alkynyl, C3 _-6 cycloalkyl, Ci _-6 alkoxy, C _{3- 6} alkenyloxy, C3 _-6 alkynyloxy, C3 _-6 cycloalkoxy, Ci _-6 alkylcarbonyl-, Ci _-6 alkoxycarbonyl, Ci. ₆ alkyl-S(0) _w - (wherein w is 0, 1 or 2), Ci _-6 alkylcarbonyl-N(R ^a )- and Ci _-6 alkoxycarbonyl- N(R ^a )- may optionally be substituted by one or more substituents each independently selected from R ^p ; and wherein aryl and heteroaryl may optionally be substituted by one or more substituents each independently selected from R ;

R ^X1 is selected from the group consisting of hydrogen, Ci _-6 alkyl and phenyl, or R ^X1 and ring A together with the nitrogen to which they are attached form an 8-10 membered saturated or partially unsaturated bicyclic heterocyclyl which may have one or more additional heteroatoms each independently selected from the group consisting of O, S, and N; wherein the heterocyclyl may optionally be substituted by one, two, three or more

substituents each independently selected from the group consisting of R ¹⁰ , -OR ¹⁰ , -S(0) _w R ¹⁰ (wherein w is 0, 1 or 2), -N(R ¹⁰ ) ₂ , -OS(0) _w -R ¹⁰ (wherein w is 0, 1, or 2), -S(O) _w -N(R ¹⁰ ) ₂ (wherein w is 0, 1 or 2), -S(0)(NH)R ¹⁰ , -P(O)(R ¹⁰ ) _2, -C(0)R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano;

RXU is selected from the group consisting of hydrogen, Ci _-6 alkyl and phenyl, or R ^xu and ring A together with the nitrogen to which they are attached form an 8-10 membered saturated or partially unsaturated bicyclic heterocyclyl which may have one or more additional heteroatoms each independently selected from the group consisting of O, S, and N; wherein the heterocyclyl may optionally be substituted by one, two, three or more

substituents each independently selected from the group consisting of R ¹⁰ , -OR ¹⁰ , -S(0) _w R ¹⁰ (wherein w is 0, 1 or 2), -N(R ¹⁰ ) ₂ , -OS(0) _w -R ¹⁰ (wherein w is 0, 1, or 2), -S(O) _w -N(R ¹⁰ ) ₂ (wherein w is 0, 1 or 2), -S(0)(NH)R ¹⁰ , -P(O)(R ¹⁰ ) ₂ -C(0)R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano;

R ^X2 and R ^X3 are each independently selected from the group consisting of hydrogen, halogen, hydroxyl, -NR ^a R ^b , -C(0)-NR ^a R ^b , Ci _-6 alkyl and Ci _-6 alkoxy; wherein Ci _-6 alkyl and Ci _-6 alkoxy may optionally be substituted by one or more substituents each independently selected from R ^p ; or R ^X2 and R ^X3 together with the carbon to which they are attached form a 3-6 membered carbocycle optionally substituted by one or more substituents each independently selected from the group consisting of hydrogen, halogen, -NR ^a R ^b , -C(0)-NR ^a R ^b , oxo, Ci. ₆ alkyl and Ci _-6 alkoxy;

R ^X4 and R ^X5 are each independently selected from the group consisting of hydrogen and Ci _-6 alkyl; wherein Ci _-6 alkyl may optionally be substituted by one or more substituents each independently selected from R ^p ;

R ^X6 and R ^X7 are each independently selected from the group consisting of hydrogen, halogen, -C(0)-NR ^a R ^b , cyano and Ci _-6 alkyl; wherein Ci _-6 alkyl may optionally be substituted by one or more substituents each independently selected from R ^p ;

R ^Y is selected from the group consisting of hydrogen, Ci _-6 alkyl and phenyl;

R ³ is selected from the group consisting of hydrogen, halogen, hydroxyl, Ci _-6 alkyl and -NR ^a R ^b ;

f p

R is independently selected, for each occurrence, from the group consisting of R , Ci. ₆ alkyl, C3 _-6 cycloalkyl, C _2-6 alkenyl, C _2-6 alkynyl, Ci _-6 alkoxy, Ci- ₆ alkylcarbonyl-, Ci.

6alkoxycarbonyl, Ci _-6 alkyl-S(0) _w -, (wherein wherein w is 0, 1 or 2), Ci _-6 alkylcarbonyl-N(R ^a )- and Ci _-6 alkoxycarbonyl-N(R ^a )-; wherein Ci _-6 alkyl, C _3-6 cycloalkyl, C _2-6 alkenyl, C _2-6 alkynyl, Ci _-6 alkoxy, Ci _-6 alkylcarbonyl-, Ci _-6 alkoxycarbonyl, Ci _-6 alkyl-S(0) _w -, Ci _-6 alkylcarbonyl- N(R ^a )-, and Ci _-6 alkoxycarbonyl-N(R ^a )- may be optionally substituted by one or more substituents selected from R ^p ;

R ^h is independently selected, for each occurrence, from the group consisting of hydrogen, Ci _-6 alkyl, C3 _-6 alkenyl, C3 _-6 alkynyl, C3 _-6 cycloalkyl, Ci _-6 alkyl-S(0) ₂ -, Ci.

6alkylcarbonyl-, Ci _-6 alkoxycarbonyl-, R ^a R ^b N-carbonyl- and R ^a R ^b N-S0 ₂ -; wherein Ci _-6 alkyl, C3 _-6 alkenyl, C3 _-6 alkynyl, C3 _-6 cycloalkyl, Ci _-6 alkyl-S(0) ₂ -, Ci _-6 alkylcarbonyl- and Ci.

6alkoxycarbonyl- may optionally be substituted by one or more substituents selected from R ^p ;

R ^a and R ^b are independently selected, for each occurrence, from the group consisting of hydrogen and Ci _-6 alkyl; wherein Ci _-6 alkyl may optionally be substituted by one or more substituents selected from halogen, cyano, oxo and hydroxyl; or R ^a and R ^b , together with the nitrogen to which they are attached, may form a 4-6 membered monocyclic heterocyclic ring, which may have an additional heteroatom selected from the group consisting of O, S, and N; wherein the 4-6 membered heterocyclic ring may optionally be substituted by one or more substituents selected from the group consisting of halogen, cyano, oxo or hydroxyl; and

R ^p is independently selected, for each occurrence, from the group consisting of halogen, hydroxyl, cyano, Ci _-6 alkoxy, R ^a R ^b N-, R ^a R ^b N-carbonyl-, R ^a R ^b N-S0 ₂ -, and R ^a R ^b N- carbonyl-N(R ^a )-.

[0033] In some embodiments, X is selected from the group consisting of a bond, -0-,

-NR ^X1 - and -NR ^XU - .

[0034] In some embodiments, A is selected from the group consisting of phenyl, pyridyl, quinolinyl, indolyl, and indolinyl, wherein phenyl, pyridyl, quinolinyl, indolyl and indolinyl may optionally be substituted by one, two or three substituents each independently selected from the group consisting of -R ¹⁰ , -OR ¹⁰ , -SR ¹⁰ , -N(R ¹⁰ ) ₂ , -OS0 ₂ R ¹⁰ , -S0 ₂ R ¹⁰ , - C(O)N(R ¹⁰ ) ₂ , halogen, and cyano. In certain embodiments, A is phenyl; wherein phenyl may optionally be substituted by one, two, or three substituents each independently selected from the group consisting of -OR ¹⁰ , halogen, and cyano. In certain other embodiments, A is pyridyl; wherein pyridyl may optionally be substituted by one, two, or three substituents each independently selected from the group consisting of -OR ¹⁰ , halogen, and cyano. [0035] In some embodiments, R ^X1 and ring A together with the nitrogen to which they are attached form a l,2,3,4-tetrahydro-l,5-naphthyridine moiety. In some embodiments, R ^xu and ring A together with the nitrogen to which they are attached form a 1,2, 3, 4- tetrahydro-l,5-naphthyridine moiety. In some embodiments, R ^X1 and ring A together with the nitrogen to which they are attached form a l,2,3,4-tetrahydroquinoline moiety. In some embodiments, R ^xu and ring A together with the nitrogen to which they are attached form a l,2,3,4-tetrahydroquinoline moiety.

[0036] In some embodiments, A is phenyl, pyridyl, indolyl, or indolinyl, wherein said phenyl, pyridyl, indolyl or indolinyl is optionally substituted with -R ¹⁰ , -OR ¹⁰ , -SR ¹⁰ , - N(R ¹⁰ ) ₂ , -OS0 ₂ R ¹⁰ , -S0 ₂ R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , halogen, or cyano.

[0037] In some embodiments, A is phenyl, pyridyl, imidazolyl, indolyl, indolinyl, naphthyl, quinolinyl, isoquinolinyl, benzimidazolyl, indazolyl, benzotriazolyl,

benzothiazolyl, benzofuranyl, pyrazolopyridyl, quinazolinyl, quinoxalinyl, or cinnolinyl.

In some embodiments, A is phenyl. In some embodiments, A is pyridyl. In some

embodiments, A is 2-pyridyl. In some embodiments, A is 3-pyridyl. In some embodiments, A is 4-pyridyl. In some embodiments, A is naphthyl. In some embodiments, A is 1- naphthyl. In some embodiments, A is 2-naphthyl. In some embodiments, A is quinolinyl. In some embodiments, A is 2-quinolinyl. In some embodiments, A is 3-quinolinyl. In some embodiments, A is 4-quinolinyl. In some embodiments, A is 5-quinolinyl. In some embodiments, A is 6-quinolinyl. In some embodiments, A is 7-quinolinyl. In some embodiments, A is 8-quinolinyl. In some embodiments, A is isoquinolinyl. In some embodiments, A is 1 -isoquinolinyl. In some embodiments, A is 3 -isoquinolinyl. In some embodiments, A is 4-isoquinolinyl. In some embodiments, A is 5 -isoquinolinyl. In some embodiments, A is 6-isoquinolinyl. In some embodiments, A is 7-isoquinolinyl. In some embodiments, A is 8-isoquinolinyl. In some embodiments, A is indolyl. In some

embodiments, A is 2-indolyl. In some embodiments, A is 3-indolyl. In some embodiments, A is 4-indolyl. In some embodiments, A is 5-indolyl. In some embodiments, A is 6-indolyl. In some embodiments, A is 7-indolyl. In some embodiments, A is aryl. In some

embodiments, A is bicyclic aryl. In some embodiments, A is heteroaryl. In some

embodiments, A is fused bicyclic heteroaryl.

[0038] In some embodiments, A is phenyl, pyridyl, or indolyl, wherein said phenyl, pyridyl, or indolyl is optionally substituted with -OR ¹⁰ , halogen, or cyano. [0039] In some embodiments, A is phenyl, wherein said phenyl is optionally substituted with -OR ¹⁰ , halogen, or cyano.

[0040] In some embodiments, A is pyridyl, wherein said pyridyl is optionally substituted with -OR ¹⁰ , halogen, or cyano.

[0041] In some embodiments, A is indolyl or indolinyl, wherein said indolyl or indolinyl is optionally substituted with -OR ¹⁰ , halogen, or cyano.

[0042] In some embodiments, A is phenyl, pyridyl, indolyl, or indolinyl, wherein said phenyl, pyridyl, indolyl or indolinyl is optionally substituted with -OR ¹⁰ or halogen.

[0043] In some embodiments, A is phenyl, pyridyl, indolyl, or indolinyl, wherein said phenyl, pyridyl, indolyl or indolinyl is optionally substituted with halogen.

[0044] In some embodiments, A is phenyl substituted with -R ¹⁰ , -OR ¹⁰ , -SR ¹⁰ , -N(R ¹⁰ ) ₂ , -OS0 ₂ R ¹⁰ , -S0 ₂ R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , halogen, or cyano. In some embodiments, A is phenyl substituted with -R ¹⁰ . In some embodiments, A is phenyl substituted with -OR ¹⁰ . In some embodiments, A is phenyl substituted with -SR ¹⁰ . In some embodiments, A is phenyl substituted with -N(R ¹⁰ ) ₂ . In some embodiments, A is phenyl substituted with -OS0 ₂ R ¹⁰ . In some embodiments, A is phenyl substituted with -S0 ₂ R ¹⁰ . In some embodiments, A is phenyl substituted with -C(O)N(R ¹⁰ ) ₂ . In some embodiments, A is phenyl substituted with halogen. In some embodiments, A is phenyl substituted with cyano.

[0045] In some embodiments, A is pyridyl substituted with -R ¹⁰ , -OR ¹⁰ , -SR ¹⁰ , -N(R ¹⁰ ) ₂ , -OS0 ₂ R ¹⁰ , -S0 ₂ R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , halogen, or cyano. In some embodiments, A is pyridyl substituted with -R ¹⁰ . In some embodiments, A is pyridyl substituted with -OR ¹⁰ . In some embodiments, A is pyridyl substituted with -SR ¹⁰ . In some embodiments, A is pyridyl substituted with -N(R ¹⁰ ) ₂ . In some embodiments, A is pyridyl substituted with -OS0 ₂ R ¹⁰ .

In some embodiments, A is pyridyl substituted with -S0 ₂ R ¹⁰ . In some embodiments, A is pyridyl substituted with -C(O)N(R ¹⁰ ) ₂ . In some embodiments, A is pyridyl substituted with halogen. In some embodiments, A is pyridyl substituted with cyano.

[0046] In some embodiments, A is 3-pyridyl substituted with -OR ¹⁰ . In some

embodiments, A is 3-pyridyl substituted with -OCH ₃ . In some embodiments, A is 6- methoxypyrid-3-yl. In some embodiments, A is 3-pyridyl substituted with halogen. In some embodiments, A is 3-pyridyl substituted with Cl. In some embodiments, A is 4-chloropyrid- 3-yl. In some embodiments, A is 2,3-dichloropyrid-4-yl. In some embodiments, A is 3- chloropyrid-2-yl.

[0047] In some embodiments, A is naphthyl substituted with -R ¹⁰ , -OR ¹⁰ , -SR ¹⁰ , - N(R ¹⁰ ) ₂ , -OS0 ₂ R ¹⁰ , -S0 ₂ R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , halogen, or cyano. In some embodiments, A is naphthyl substituted with -R ¹⁰ . In some embodiments, A is naphthyl substituted with -OR ¹⁰ . In some embodiments, A is naphthyl substituted with -SR ¹⁰ . In some embodiments, A is naphthyl substituted with -N(R ¹⁰ ) ₂ . In some embodiments, A is naphthyl substituted with - OS0 ₂ R ¹⁰ . In some embodiments, A is naphthyl substituted with -S0 ₂ R ¹⁰ . In some embodiments, A is naphthyl substituted with -C(O)N(R ¹⁰ ) ₂ . In some embodiments, A is naphthyl substituted with halogen. In some embodiments, A is naphthyl substituted with cyano.

[0048] In some embodiments, A is quinolinyl substituted with -R ¹⁰ , -OR ¹⁰ , -SR ¹⁰ , - N(R ¹⁰ ) ₂ , -OS0 ₂ R ¹⁰ , -S0 ₂ R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , halogen, or cyano. In some embodiments, A is quinolinyl substituted with -R ¹⁰ . In some embodiments, A is quinolinyl substituted with - OR ¹⁰ . In some embodiments, A is quinolinyl substituted with -SR ¹⁰ . In some embodiments, A is quinolinyl substituted with -N(R ¹⁰ ) ₂ . In some embodiments, A is quinolinyl substituted with -OS0 ₂ R ¹⁰ . In some embodiments, A is quinolinyl substituted with -S0 ₂ R ¹⁰ . In some embodiments, A is quinolinyl substituted with -C(O)N(R ¹⁰ ) ₂ . In some embodiments, A is quinolinyl substituted with halogen. In some embodiments, A is quinolinyl substituted with cyano.

[0049] In some embodiments, A is isoquinolinyl substituted with -R ¹⁰ , -OR ¹⁰ , -SR ¹⁰ , - N(R ¹⁰ ) ₂ , -OS0 ₂ R ¹⁰ , -S0 ₂ R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , halogen, or cyano. In some embodiments, A is isoquinolinyl substituted with -R ¹⁰ . In some embodiments, A is isoquinolinyl substituted with -OR ¹⁰ . In some embodiments, A is isoquinolinyl substituted with -SR ¹⁰ . In some embodiments, A is isoquinolinyl substituted with -N(R ¹⁰ ) ₂ . In some embodiments, A is isoquinolinyl substituted with -OS0 ₂ R ¹⁰ . In some embodiments, A is isoquinolinyl substituted with -S0 ₂ R ¹⁰ . In some embodiments, A is isoquinolinyl substituted with - C(O)N(R ¹⁰ ) ₂ . In some embodiments, A is isoquinolinyl substituted with halogen. In some embodiments, A is isoquinolinyl substituted with cyano.

[0050] In some embodiments, A is indolyl substituted with -R ¹⁰ , -OR ¹⁰ , -SR ¹⁰ , -N(R ¹⁰ ) ₂ , -OS0 ₂ R ¹⁰ , -S0 ₂ R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , halogen, or cyano. In some embodiments, A is indolyl substituted with -R ¹⁰ . In some embodiments, A is indolyl substituted with -OR ¹⁰ . In some embodiments, A is indolyl substituted with -SR ¹⁰ . In some embodiments, A is indolyl substituted with -N(R ¹⁰ ) ₂ . In some embodiments, A is indolyl substituted with -OS0 ₂ R ¹⁰ . In some embodiments, A is indolyl substituted with -S0 ₂ R ¹⁰ . In some embodiments, A is indolyl substituted with -C(O)N(R ¹⁰ ) ₂ . In some embodiments, A is indolyl substituted with halogen. In some embodiments, A is indolyl substituted with cyano. [0051] In some embodiments, A is l-methyl-lH-indol-4-yl. In some embodiments, A is 1 -methyl- 1 H-indol-3 -yl .

[0052] In some embodiments, A is imidazol-2-yl. In some embodiments, A is l-methyl- imidazol-2-yl.

[0053] In some embodiments, A is selected from the group consisting of 1, 2,3,4- tetrahydroquinoline; 1 ,2,3,4-tetrahydro- 1 ,5,napthyridine, dihydropyridopyrazine,

benzoimidazole, benzoazepine, and dihydropyridooxazine, wherein A is bound to X through an available nitrogen on X; and where A is optionally substituted with one or two substituents each independently selected from halo, CF ₃ , phenyl (optionally substituted with one, two or three halo, Ci _-3 alkyl or Ci _-3 haloalkyl), Ci _-3 alkyl, Ci _-3 haloalkyl, and heteroaryl (optionally substituted with one, two or three halo, Ci _-3 alkyl or Ci _-3 haloalkyl).

[0054] In some embodiments, A is selected from the group consisting of

[0055] In some embodiments, some embodiments,

In some embodiments, A is . In some embodiments, A is . In some embodiments, some embodiments, some embodiments, A , some embodiments, A is

In some embodiments, some embodiments, some embodiments, A is . In some embodiments, some embodiments, some embodiments, some N-^ ^CI

embodiments, some embodiments, A is ^ . In some embodiments, A is . In some embodiments, some embodiments, some embodiments, A is In some

embodiments. some embodiments, A is . In some embodiments, A is

. In some embodiments, A is . In some embodiments,

In some embodiments, some embodiments, some embodiments, some embodiments, some embodiments , some embodiments,

In some embodiments, , embodiments, some embodiments, some

embodiments, A is In some embodiments, some

embodiments, some embodiments, A is . In some

embodiments, some embodiments, A is . In some

embodiments, A is . In some embodiments, some

[0056] In certain embodiments, R ³ is selected from the group consisting of hydrogen,

CH ₃ and -NH ₂ . In some embodiments, Y is a bond and Z is N.

[0057] In some embodiments, R ¹ and R ² together with the nitrogen to which they are attached form heterocyclic ring B; wherein ring B is selected from the group consisting of pyrrolidinyl, piperidinyl, azepanyl and morpholinyl; wherein pyrrolidinyl, piperidinyl, azepanyl and morpholinyl may optionally be substituted by one, two, three or more substituents each independently selected from the group consisting of halogen, hydroxyl, cyano, -NR ^a R ^b , -C(0)-NR ^a R ^b , Ci _-3 alkyl, and Ci _-3 alkoxy; wherein Ci _-3 alkyl and Ci _-3 alkoxy may optionally be substituted by halogen, hydroxyl and -NR ^a R ^b . [0058] In some embodiments, Y is -NH-, -N(CH ₃ )-, -N(H)-CH _2- or -N(CH ₃ )-

CH _2- ; and Z is C(H).

[0059] In certain embodiments, R ¹ and R ² together with the carbon to which they are attached form carbocyclic ring B; wherein ring B is selected from the group consisting of cyclopentyl and cyclohexyl, and wherein cyclopentyl and cyclohexyl may optionally be substituted by one, two, three or more substituents each independently selected from the group consisting of halogen, hydroxyl, cyano, -NR ^a R ^b , -C(0)-NR ^a R ^b , Ci _-3 alkyl, and Ci. ₃ alkoxy; wherein Ci _-3 alkyl and Ci _-3 alkoxy may optionally be substituted by halogen, hydroxyl and -NR ^a R ^b .

[0060] In certain other embodiments, R ¹ and R ² together with the carbon to which they are attached form heterocyclic ring B; wherein ring B is selected from the group consisting of tetrahydrofuranyl and tetrahydropyranyl, wherein tetrahydrofuranyl and tetrahydropyranyl may optionally be substituted by one, two, three or more substituents each independently selected from the group consisting of halogen, hydroxyl, cyano, -NR ^a R ^b , - C(0)-NR ^a R ^b , Ci _-3 alkyl, and Ci _-3 alkoxy; wherein Ci _-3 alkyl and Ci _-3 alkoxy may optionally be substituted by halogen, hydroxyl and -NR ^a R ^b .

[0061] For example, in some embodiments, ring B is substituted on an available carbon by a substituent selected from the group consisting of -NH ₂ , -CH ₃ , and -CH ₂ NH ₂ .

[0062] In certain embodiments, R ¹ is hydrogen and R ² is branched Ci-ioalkyl; wherein

Ci-ioalkyl may optionally be substituted by one, two, three or more substituents each independently selected from the group consisting of halogen and -NH ₂ .

[0063] In some embodiments, SHP2 phosphatase inhibitors described herein encompass compounds of Formula II, or a pharmaceutically acceptable salt or stereoisomer thereof, wherein Formula II is represented by:

wherein X is selected from the group consisting of a bond, -0-, -NR ^X1 - -C(0)NR ^X11 -, - S(0) _w- (wherein w is 0, 1 or 2), -C(O)- and -C(R ^X2 R ^X3 )-;

A is selected from the group consisting of phenyl, a 5-7 membered monocyclic heteroaryl having one or more heteroatoms each independently selected from O, S, and N, a 8-10 membered bicyclic heteroaryl having one or more heteroatoms each independently selected from the group consisting of O, S, and N, and a 4-7 membered heterocyclyl; wherein A may optionally be substituted by one, two, three or more substituents each independently selected from the group consisting of -R ¹⁰ , -OR ¹⁰ , -N(R ¹⁰ ) ₂ , -C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano;

R ¹⁰ is independently selected from the group consisting of hydrogen, Ci- ₆ alkyl, Ci- ₆ haloalkyl, C _3-6 cycloalkyl, heterocycloalkyl, aryl, and heteroaryl, where R ¹⁰ may optionally be substituted by one, two, three or more substituents each independently selected from the group consisting of halogen, -C(0)R ²⁰ , Ci _-6 alkyl and Ci _-6 haloalkyl;

R ²⁰ is selected from the group consisting of hydroxyl, halogen, and Ci- ₆ alkyl;

R ^X1 is selected from the group consisting of hydrogen, Ci _-6 alkyl and phenyl; or R ^X1 and ring A together with the nitrogen to which they are attached form an 8-10 membered saturated or partially unsaturated bicyclic heterocyclyl which may have one or more additional heteroatoms each independently selected from the group consisting of O, S, and N; wherein the heterocyclyl may optionally be substituted by one, two, three or more

substituents each independently selected from the group consisting of R ¹⁰ ,-N(R ¹⁰ ) ₂ , - C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano;

R ^xu is selected from the group consisting of hydrogen, Ci _-6 alkyl and phenyl; or R ^xu and ring A together with the nitrogen to which they are attached form an 8-10 membered saturated or partially unsaturated bicyclic heterocyclyl which may have one or more additional heteroatoms each independently selected from the group consisting of O, S, and N; wherein the heterocyclyl may optionally be substituted by one, two, three or more

substituents each independently selected from the group consisting of R ¹⁰ ,-N(R ¹⁰ ) ₂ , - C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano;

R ^X2 and R ^X3 are each independently selected from the group consisting of hydrogen, halogen, hydroxyl, -NR ^a R ^b , -C(0)-NR ^a R ^b , Ci _-6 alkyl and Ci _-6 alkoxy; or R ^X2 and R ^X3 together with the carbon to which they are attached form a 3-6 membered carbocyclyl which may optionally be substituted by one or more substituents each independently selected from the group consisting of hydrogen, halogen, -NR ^a R ^b , -C(0)-NR ^a R ^b , oxo, Ci _-6 alkyl and Ci.

6alkoxy;

R ³ is selected from the group consisting of hydrogen, halogen, hydroxyl, Ci _-6 alkyl and -NR ^a R ^b ;

R ⁴ and R ⁵ are each independently selected from the group consisting of hydrogen, hydroxyl, Ci- ₆ alkyl, Ci- ₆ alkoxy, Ci- ₆ alkyl-0-R ⁶ , -C(0)N(R ⁶ ) ₂ , -N(R ⁶ ) ₂ , halogen, Ci- ₆ alkyl- N(R ⁶ ) ₂ , and cyano; wherein Ci- ₆ alkyl, Ci- ₆ alkoxy, Ci- ₆ alkyl-0-R ⁶ , and Ci- ₆ alkyl-N(R ⁶ ) ₂ may optionally be substituted by one or more substituents each independently selected from the group consisting of hydroxyl, -NH ₂ , oxo, and halogen, or R ⁴ and R ⁵ , taken together with the atoms to which they are attached, form a 3-7 membered carbocyclic or heterocyclic saturated or partially unsaturated ring, wherein the ring may optionally be substituted by one or more substituents each independently selected from the group consisting of hydroxyl, Ci- ₆ alkyl, Ci- ₆ alkoxy, -N(R ⁶ ) ₂ , halogen, oxo, and cyano; or R ⁴ and R ⁸ , taken together with the atoms to which they are attached, form a 4-7 membered carbocyclic or heterocyclic ring, wherein the ring may optionally be substituted by one or more substituents each independently selected from the group consisting of hydroxyl, Ci- ₆ alkyl, Ci- ₆ alkoxy, -N(R ⁶ ) ₂ , halogen, oxo, and cyano; or R ⁴ is absent, and R ⁴ and R ⁸ , taken together with the atoms to which they are attached, form a 3 -membered carbocyclic or heterocyclic ring, wherein the ring may optionally be substituted by one or more substituents each independently selected from the group consisting of hydroxyl, Ci- ₆ alkyl, Ci- ₆ alkoxy, -N(R ⁶ ) ₂ , halogen, oxo, and cyano;

R ⁶ is independently for each occurrence selected from the group consisting of hydrogen, Ci- ₆ alkyl and phenyl;

R ¹¹ and R ¹² are each independently selected from the group consisting of hydrogen, hydroxyl, Ci- ₆ alkyl, Ci- ₆ alkoxy, Ci- ₆ alkyl-0-R ⁶ , aryl, arylalkylene, heteroaryl,

heteroarylalkylene, -C(0)N(R ⁶ ) ₂ , -N(R ⁶ ) ₂ , halogen, Ci- ₆ alkyl-N(R ⁶ ) ₂ , -C0 ₂ H, and cyano; wherein Ci- ₆ alkyl, Ci- ₆ alkoxy, Ci- ₆ alkyl-0-R ⁶ , aryl, arylalkylene, heteroaryl,

heteroarylalkylene, and Ci- ₆ alkyl-N(R ⁶ ) ₂ may optionally be substituted by one or more substituents each independently selected from the group consisting of hydroxyl, -NH ₂ , and halogen; or R ¹¹ and R ¹² , taken together with the atoms to which they are attached, form a 5-7 membered heterocyclic ring; or R ⁴ and R ¹² , taken together with the atoms to which they are attached, form a 5-7 membered carbocyclic or heterocyclic ring; or R ⁸ and R ¹¹ , taken together with the atoms to which they are attached, form a 5-7 membered carbocyclic or heterocyclic ring;

R ⁸ and R ⁹ are each independently selected from the group consisting of hydrogen, Ci- ₆ )alkyl, Ci- ₆ alkyl-N(R ⁶ ) _{2 -} OR ⁶ , Ci- ₆ alkyl-0-R ⁶ , -C(0)NH ₂ , -N(R ⁶ ) ₂ , halogen, and cyano; and each of m and n is, independently, 0, 1, 2, or 3, with m + n being at least 2 and no more than 4.

[0064] In some embodiments, A is phenyl; wherein phenyl may optionally be substituted by one, two, or three substituents each independently selected from the group consisting of -OR ¹⁰ , halogen, and cyano. In some embodiments, A is pyridyl; wherein pyridyl may optionally be substituted by one, two, or three substituents each independently selected from the group consisting of -OR ¹⁰ , halogen, and cyano.

[0065] In some embodiments, R ^X1 and ring A together with the nitrogen to which they are attached form a l,2,3,4-tetrahydro-l,5-naphthyridine moiety. In some embodiments, R ^xu and ring A together with the nitrogen to which they are attached form a 1,2, 3, 4- tetrahydro-l,5-naphthyridine moiety. In some embodiments, R ^X1 and ring A together with the nitrogen to which they are attached form a l,2,3,4-tetrahydroquinoline moiety. In some embodiments, R ^xu and ring A together with the nitrogen to which they are attached form a l,2,3,4-tetrahydroquinoline moiety.

[0066] In certain embodiments, R ³ is selected from the group consisting of hydrogen,

CH ₃ and -NH ₂ . In certain other embodiments, m is an integer selected from 1 or 2; and n is 1.

[0067] In some embodiments, R ⁴ and R ⁵ are each independently selected from the group consisting of hydrogen, hydroxyl, Ci- ₃ alkyl, Ci- ₃ alkoxy, Ci- ₃ alkyl-0-R ⁶ , -C(0)NH ₂ , - N(R ⁶ ) ₂ , halogen, Ci- ₃ alkyl-N(R ⁶ ) ₂ , and cyano; wherein Ci- ₃ alkyl, Ci- ₃ alkoxy, Ci- ₃ alkyl-0-R ⁶ and Ci- ₃ alkyl-N(R ⁶ ) ₂ may optionally be substituted by one or more substituents each independently selected from the group consisting of hydroxyl, -N(R ⁶ ) ₂ , and halogen; or R ⁴ and R ⁵ , taken together with the atoms to which they are attached, form a

3-7 membered carbocyclic or heterocyclic ring; or R ⁴ and R ⁸ , taken together with the atoms to which they are attached, form a

4-7 membered carbocyclic or heterocyclic ring; or R ⁴ is a bond, and R ⁴ and R ⁸ , taken together with the atoms to which they are attached, form a 3 -membered carbocyclic or heterocyclic ring; and each R ⁶ is independently hydrogen or Ci- ₃ alkyl.

[0068] For example, in some embodiments, R ⁴ and R ⁵ are each independently selected from the group consisting of Ci^alkyl and -NR ^a R ^b ; wherein Ci^alkyl may optionally be substituted by one, two or three substituents each independently selected from the group consisting of halogen, hydroxyl and -NR ^a R ^b . In certain embodiments, R ⁴ and R ⁵ are each independently selected from the group consisting of -NH ₂ , -CH ₃ , and -CH ₂ NH ₂ .

[0069] In some embodiments, SHP2 phosphatase inhibitors described herein encompass compounds of Formula III, or a pharmaceutically acceptable salt or stereoisomer thereof, wherein Formula III is represented by:

wherein

X is selected from the group consisting of a bond, -NR ^X1 - and -C(0)NR ^X11 -;

A is selected from the group consisting of phenyl, a 5-7 membered monocyclic heteroaryl having one or more heteroatoms each independently selected from O, S, and N, a 8-10 membered bicyclic heteroaryl having one or more heteroatoms each independently selected from the group consisting of O, S, and N, and a 4-7 membered heterocyclyl; wherein A may optionally be substituted by one, two, three or more substituents each independently selected from the group consisting of -R ¹⁰ , -OR ¹⁰ , -N(R ¹⁰ ) ₂ , -C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano; R ¹⁰ is independently selected from the group consisting of hydrogen, Ci- ₆ alkyl, Ci- ₆ haloalkyl, C _3-6 cycloalkyl, heterocycloalkyl, aryl, and heteroaryl, where R ¹⁰ may optionally be substituted by one, two, three or more substituents each independently selected from the group consisting of halogen, -C(0)R ²⁰ , Ci _-6 alkyl and Ci _-6 haloalkyl;

R ²⁰ is selected from the group consisting of hydroxyl, halogen, and Ci- ₆ alkyl;

R ^X1 is selected from the group consisting of hydrogen, Ci _-6 alkyl and phenyl, or R ^X1 and ring A together with the nitrogen to which they are attached form an 8-10 membered saturated or partially unsaturated bicyclic heterocyclyl which may have one or more additional heteroatoms each independently selected from the group consisting of O, S, and N; wherein the heterocyclyl may optionally be substituted by one, two, three or more

substituents each independently selected from the group consisting of R ¹⁰ ,-N(R ¹⁰ ) ₂ , - C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano;

R ^xu is selected from the group consisting of hydrogen, Ci _-6 alkyl and phenyl, or R ^xu and ring A together with the nitrogen to which they are attached form an 8-10 membered saturated or partially unsaturated bicyclic heterocyclyl which may have one or more additional heteroatoms each independently selected from the group consisting of O, S, and N; wherein the heterocyclyl may optionally be substituted by one, two, three or more

substituents each independently selected from the group consisting of R ¹⁰ ,-N(R ¹⁰ ) ₂ , - C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano;

R ³ is selected from the group consisting of hydrogen, halogen, hydroxyl, Ci _-6 alkyl and -NR ^a R ^b ;

R ⁴ and R ⁵ are each independently selected from the group consisting of hydrogen, halogen, cyano, -NR ^a R ^b , -C(0)-NR ^a R ^b and Ci _-6 alkyl, wherein Ci _-6 alkyl may optionally be substituted by one, two or three or more substituents each independently selected from the group consisting of halogen, hydroxyl, -NR ^a R ^b and oxo;

R ^a and R ^b are independently selected, for each occurrence, from the group consisting of hydrogen and Ci _-6 alkyl; wherein Ci _-6 alkyl may optionally be substituted by one or more substituents selected from halogen, cyano, oxo and hydroxyl; and q is 0 or 1.

[0070] In some embodiments, A is phenyl; wherein phenyl may optionally be substituted by one, two, or three substituents each independently selected from the group consisting of -OR ¹⁰ , halogen, and cyano. In some embodiments, A is pyridyl; wherein pyridyl may optionally be substituted by one, two, or three substituents each independently selected from the group consisting of -OR ¹⁰ , halogen, and cyano.

[0071] In some embodiments, R ^X1 and ring A together with the nitrogen to which they are attached form a l,2,3,4-tetrahydro-l,5-naphthyridine moiety. In some embodiments, R ^xu and ring A together with the nitrogen to which they are attached form a 1,2, 3, 4- tetrahydro-l,5-naphthyridine moiety. In some embodiments, R ^X1 and ring A together with the nitrogen to which they are attached form a l,2,3,4-tetrahydroquinoline moiety. In some embodiments, R ^xu and ring A together with the nitrogen to which they are attached form a l,2,3,4-tetrahydroquinoline moiety.

[0072] In some embodiments, R ³ is selected from the group consisting of hydrogen,

CH ₃ and -NH ₂ . In some embodiments, R ⁴ and R ⁵ are each independently selected from the group consisting of Ci _-3 alkyl and -NR ^a R ^b ; wherein Ci _-3 alkyl may optionally be substituted by one, two or three substituents each independently selected from the group consisting of halogen, hydroxyl and -NR ^a R ^b . For example, in some embodiments, R ⁴ and R ⁵ are each independently selected from the group consisting of -NH ₂ , -CH ₃ , and -CH ₂ NH ₂ .

[0073] Examples of compounds of the present disclosure include:

and a pharmaceutically acceptable salt or stereoisomer thereof.

[0074] In some embodiments, SHP2 phosphatase inhibitors described herein encompass compounds of Formula IV, or a pharmaceutically acceptable salt or stereoisomer thereof, wherein Formula IV is represented by:

wherein

X is selected from the group consisting of a bond, -0-, -NR ^X1 - -C(0)NR ^X11 -, - S(0) _w- (wherein w is 0, 1 or 2), -C(O)-, -C(R ^X2 R ^X3 )-, -0-C(R ^X4 R ^X5 )-, -C(R ^X4 R ^X5 )-0- and -C=C(R ^X6 R ^X7 )

Y is selected from the group consisting of a bond, -C(O) -, -NR ^Y -, -C _l-3 alkyl ene- NR ^Y -, and -NR ^Y -Ci-3alkylene-;

Z is selected from the group consisting of N and C(R ^Z ); wherein if Y is a bond or -C(O) Z is N; and wherein if Y is -NR ^Y - -Ci _-3 alkylene- NR ^Y -, or-NR ^Y -Ci _-3 alkylene- Z is C(R ^Z );

R ^z is selected from the group consisting of hydrogen and Ci- ₆ alkyl; wherein Ci _-6 alkyl may optionally be substituted by halogen, hydroxyl, and -NR ^a R ^b ,

A is selected from the group consisting of a 6-10 membered monocyclic or bicyclic aryl, a 5-7 membered monocyclic heteroaryl having one or more heteroatoms each independently selected from O, S, or N, a 8-10 membered bicyclic heteroaryl having one or more heteroatoms each independently selected from O, S, or N; and a 4-7 membered heterocyclyl, wherein A may optionally be substituted by one, two, three or more substituents each independently selected from the group consisting of -R ¹⁰ , -OR ¹⁰ , -S(0) _w R ¹⁰ (wherein w is 0, 1 or 2), -N(R ¹⁰ ) ₂ , -OS(0) _W -R ¹⁰ (wherein w is 0, 1, or 2), -S(O) _w -N(R ¹⁰ ) ₂ (wherein w is 0, 1 or 2), -S(0)(NH)R ¹⁰ , -P(O)(R ¹⁰ ) ₂ -C(0)R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano;

R ¹⁰ is independently selected from the group consisting of hydrogen, Ci- ₆ alkyl, Ci- ₆ haloalkyl, C _3-6 cycloalkyl, heterocycloalkyl, aryl, and heteroaryl; wherein R ¹⁰ may optionally be substituted by one, two, three or more substituents each independently selected from the group consisting of halogen, -C(0)R ²⁰ , Ci _-6 alkyl and Ci _-6 haloalkyl;

R ²⁰ is selected from the group consisting of hydroxyl, halogen, and Ci- ₆ alkyl;

R ¹ and R ² are each selected from the group consisting of hydrogen and Ci.i ₀ alkyl; wherein Ci-ioalkyl may optionally be substituted by one, two, three or more substituents each independently selected from R ^p ; or R ¹ and R ² , together with carbon or nitrogen to which they are attached, form a 3-7 membered saturated carbocyclic or 4-7 membered saturated heterocyclic ring B having one or two heteroatoms each independently selected from the group consisting of O, S(0) _w (wherein w is 0, 1, or 2), and NR ^h ; wherein carbocyclic or heterocyclic ring B may be monocyclic or bicyclic; carbocyclic or heterocyclic ring B may optionally be substituted on one or more available carbons by one, two, three or more substituents each independently selected from the group consisting of halogen, hydroxyl, cyano, oxo, -NR ^a R ^b , -C0 ₂ H -C(0)-NR ^a R ^b , - S(0) _2- NR ^a R ^b , Ci _-6 alkyl, C _2-6 alkenyl, C _2-6 alkynyl, C _3-6 cycloalkyl, Ci _-6 alkoxy, C _3-6 alkenyloxy, C _3-6 alkynyloxy, C _3-6 cycloalkoxy, Ci- ₆ alkylcarbonyl-, Ci _-6 alkoxycarbonyl, Ci- ₆ alkyl-S(0) _w - (wherein w is 0, 1 or 2), Ci _-6 alkylcarbonyl-N(R ^a )-, Ci _-6 alkoxycarbonyl-N(R ^a )-, aryl and heteroaryl; wherein Ci _-6 alkyl, C _2-6 alkenyl, C _2-6 alkynyl, C _3-6 cycloalkyl, Ci _-6 alkoxy, C _{3- 6} alkenyloxy, C _3-6 alkynyloxy, C _3-6 cycloalkoxy, Ci _-6 alkylcarbonyl-, Ci _-6 alkoxycarbonyl, Ci. ₆ alkyl-S(0) _w - (wherein w is 0, 1 or 2), Ci _-6 alkylcarbonyl-N(R ^a )- and Ci _-6 alkoxycarbonyl- N(R ^a )- may optionally be substituted by one or more substituents each independently selected from R ^p ; and wherein aryl and heteroaryl may optionally be substituted by one or more substituents each independently selected from R ;

R ^X1 is selected from the group consisting of hydrogen, Ci _-6 alkyl and phenyl, or R ^X1 and ring A together with the nitrogen to which they are attached form an 8-10 membered saturated or partially unsaturated bicyclic heterocyclyl which may have one or more additional heteroatoms each independently selected from the group consisting of O, S, and N; wherein the heterocyclyl may optionally be substituted by one, two, three or more

substituents each independently selected from the group consisting of R ¹⁰ , -OR ¹⁰ , -S(0) _w R ¹⁰ (wherein w is 0, 1 or 2), -N(R ¹⁰ ) ₂ , -OS(0) _w -R ¹⁰ (wherein w is 0, 1, or 2), -S(O) _w -N(R ¹⁰ ) ₂ (wherein w is 0, 1 or 2), -S(0)(NH)R ¹⁰ , -P(O)(R ¹⁰ ) ₂ -C(0)R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano;

R ^xu is selected from the group consisting of hydrogen, Ci _-6 alkyl and phenyl, or R ^xu and ring A together with the nitrogen to which they are attached form an 8-10 membered saturated or partially unsaturated bicyclic heterocyclyl which may have one or more additional heteroatoms each independently selected from the group consisting of O, S, and N; wherein the heterocyclyl may optionally be substituted by one, two, three or more

substituents each independently selected from the group consisting of R ¹⁰ , -OR ¹⁰ , -S(0) _w R ¹⁰ (wherein w is 0, 1 or 2), -N(R ¹⁰ ) ₂ , -OS(0) _w -R ¹⁰ (wherein w is 0, 1, or 2), -S(O) _w -N(R ¹⁰ ) ₂ (wherein w is 0, 1 or 2), -S(0)(NH)R ¹⁰ , -P(O)(R ¹⁰ ) ₂ -C(0)R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano;

R ^X2 and R ^X3 are each independently selected from the group consisting of hydrogen, halogen, hydroxyl, -NR ^a R ^b , -C(0)-NR ^a R ^b , Ci _-6 alkyl and Ci _-6 alkoxy; wherein Ci _-6 alkyl and Ci _-6 alkoxy may optionally be substituted by one or more substituents each independently selected from R ^p ; or R ^X2 and R ^X3 together with the carbon to which they are attached form a 3-6 membered carbocycle optionally substituted by one or more substituents each independently selected from the group consisting of hydrogen, halogen, -NR ^a R ^b , -C(0)-NR ^a R ^b , oxo, Ci. ₆ alkyl and Ci _-6 alkoxy;

R ^X4 and R ^X5 are each independently selected from the group consisting of hydrogen and Ci _-6 alkyl; wherein Ci _-6 alkyl may optionally be substituted by one or more substituents each independently selected from R ^p ;

R ^X6 and R ^X7 are each independently selected from the group consisting of hydrogen, halogen, -C(0)-NR ^a R ^b , cyano and Ci _-6 alkyl; wherein Ci _-6 alkyl may optionally be substituted by one or more substituents each independently selected from R ^p ;

R ^Y is selected from the group consisting of hydrogen, Ci _-6 alkyl and phenyl;

R ³ is selected from the group consisting of hydrogen, halogen, hydroxyl, Ci _-6 alkyl and -NR ^a R ^b ;

f p

R ¹ is independently selected, for each occurrence, from the group consisting of R , Ci. ₆ alkyl, C3 _-6 cycloalkyl, C2 _-6 alkenyl, C _2-6 alkynyl, Ci _-6 alkoxy, Ci- ₆ alkylcarbonyl-, Ci.

6alkoxycarbonyl, Ci _-6 alkyl-S(0) _w -, (wherein wherein w is 0, 1 or 2), Ci _-6 alkylcarbonyl-N(R ^a )- and Ci- ₆ alkoxycarbonyl-N(R ^a )-; wherein Ci _-6 alkyl, C3 _-6 cycloalkyl, C2 _-6 alkenyl, C2 _-6 alkynyl, Ci _-6 alkoxy, Ci- ₆ alkylcarbonyl-, Ci _-6 alkoxycarbonyl, Ci- ₆ alkyl-S(0) _w -, Ci- ₆ alkylcarbonyl- N(R ^a )-, and Ci _-6 alkoxycarbonyl-N(R ^a )- may be optionally substituted by one or more substituents selected from R ^p ;

R ^h is independently selected, for each occurrence, from the group consisting of hydrogen, Ci _-6 alkyl, C3 _-6 alkenyl, C3 _-6 alkynyl, C3 _-6 cycloalkyl, Ci _-6 alkyl-S(0) ₂ -, Ci.

6alkylcarbonyl-, Ci _-6 alkoxycarbonyl-, R ^a R ^b N-carbonyl- and R ^a R ^b N-S0 ₂ -; wherein Ci _-6 alkyl, C3 _-6 alkenyl, C3 _-6 alkynyl, C3 _-6 cycloalkyl, Ci _-6 alkyl-S(0) ₂ -, Ci _-6 alkylcarbonyl- and Ci.

6alkoxycarbonyl- may optionally be substituted by one or more substituents selected from R ^p ;

R ^a and R ^b are independently selected, for each occurrence, from the group consisting of hydrogen and Ci _-6 alkyl; wherein Ci _-6 alkyl may optionally be substituted by one or more substituents selected from halogen, cyano, oxo and hydroxyl; or R ^a and R ^b , together with the nitrogen to which they are attached, may form a 4-6 membered monocyclic heterocyclic ring, which may have an additional heteroatom selected from the group consisting of O, S, and N; wherein the 4-6 membered heterocyclic ring may optionally be substituted by one or more substituents selected from the group consisting of halogen, cyano, oxo or hydroxyl; and R ^p is independently selected, for each occurrence, from the group consisting of halogen, hydroxyl, cyano, Ci _-6 alkoxy, R ^a R ^b N-, R ^a R ^b N-carbonyl-, R ^a R ^b N-S0 ₂ -, and R ^a R ^b N- carbonyl-N(R ^a )-.

[0075] In some embodiments, X is selected from the group consisting of a bond, -0-,

-NR ^X1 - and -NR ^XU - .

[0076] In some embodiments, A is selected from the group consisting of phenyl, pyridyl, quinolinyl, indolyl, and indolinyl, wherein phenyl, pyridyl, quinolinyl, indolyl and indolinyl may optionally be substituted by one, two or three substituents each independently selected from the group consisting of -R ¹⁰ , -OR ¹⁰ , -SR ¹⁰ , -N(R ¹⁰ ) ₂ , -OS0 ₂ R ¹⁰ , -S0 ₂ R ¹⁰ , - C(O)N(R ¹⁰ ) ₂ , halogen, and cyano. In certain embodiments, A is phenyl; wherein phenyl may optionally be substituted by one, two, or three substituents each independently selected from the group consisting of -OR ¹⁰ , halogen, and cyano. In certain other embodiments, A is pyridyl; wherein pyridyl may optionally be substituted by one, two, or three substituents each independently selected from the group consisting of -OR ¹⁰ , halogen, and cyano.

[0077] In some embodiments, R ^X1 and ring A together with the nitrogen to which they are attached form a l,2,3,4-tetrahydro-l,5-naphthyridine moiety. In some embodiments, R ^xu and ring A together with the nitrogen to which they are attached form a 1,2, 3, 4- tetrahydro-l,5-naphthyridine moiety. In some embodiments, R ^X1 and ring A together with the nitrogen to which they are attached form a l,2,3,4-tetrahydroquinoline moiety. In some embodiments, R ^xu and ring A together with the nitrogen to which they are attached form a l,2,3,4-tetrahydroquinoline moiety.

[0078] In some embodiments, A is phenyl, pyridyl, indolyl, or indolinyl, wherein said phenyl, pyridyl, indolyl or indolinyl is optionally substituted with -R ¹⁰ , -OR ¹⁰ , -SR ¹⁰ , - N(R ¹⁰ ) ₂ , -OS0 ₂ R ¹⁰ , -S0 ₂ R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , halogen, or cyano.

[0079] In some embodiments, A is phenyl, pyridyl, imidazolyl, indolyl, indolinyl, naphthyl, quinolinyl, isoquinolinyl, benzimidazolyl, indazolyl, benzotriazolyl,

benzothiazolyl, benzofuranyl, pyrazolopyridyl, quinazolinyl, quinoxalinyl, or cinnolinyl.

In some embodiments, A is phenyl. In some embodiments, A is pyridyl. In some

embodiments, A is 2-pyridyl. In some embodiments, A is 3-pyridyl. In some embodiments, A is 4-pyridyl. In some embodiments, A is naphthyl. In some embodiments, A is 1- naphthyl. In some embodiments, A is 2-naphthyl. In some embodiments, A is quinolinyl. In some embodiments, A is 2-quinolinyl. In some embodiments, A is 3-quinolinyl. In some embodiments, A is 4-quinolinyl. In some embodiments, A is 5-quinolinyl. In some embodiments, A is 6-quinolinyl. In some embodiments, A is 7-quinolinyl. In some embodiments, A is 8-quinolinyl. In some embodiments, A is isoquinolinyl. In some embodiments, A is 1 -isoquinolinyl. In some embodiments, A is 3 -isoquinolinyl. In some embodiments, A is 4-isoquinolinyl. In some embodiments, A is 5 -isoquinolinyl. In some embodiments, A is 6-isoquinolinyl. In some embodiments, A is 7-isoquinolinyl. In some embodiments, A is 8-isoquinolinyl. In some embodiments, A is indolyl. In some

embodiments, A is 2-indolyl. In some embodiments, A is 3-indolyl. In some embodiments, A is 4-indolyl. In some embodiments, A is 5-indolyl. In some embodiments, A is 6-indolyl. In some embodiments, A is 7-indolyl. In some embodiments, A is aryl. In some

embodiments, A is bicyclic aryl. In some embodiments, A is heteroaryl. In some

embodiments, A is fused bicyclic heteroaryl.

[0080] In some embodiments, A is phenyl, pyridyl, or indolyl, wherein said phenyl, pyridyl, or indolyl is optionally substituted with -OR ¹⁰ , halogen, or cyano.

[0081] In some embodiments, A is phenyl, wherein said phenyl is optionally substituted with -OR ¹⁰ , halogen, or cyano.

[0082] In some embodiments, A is pyridyl, wherein said pyridyl is optionally substituted with -OR ¹⁰ , halogen, or cyano.

[0083] In some embodiments, A is indolyl or indolinyl, wherein said indolyl or indolinyl is optionally substituted with -OR ¹⁰ , halogen, or cyano.

[0084] In some embodiments, A is phenyl, pyridyl, indolyl, or indolinyl, wherein said phenyl, pyridyl, indolyl or indolinyl is optionally substituted with -OR ¹⁰ or halogen.

[0085] In some embodiments, A is phenyl, pyridyl, indolyl, or indolinyl, wherein said phenyl, pyridyl, indolyl or indolinyl is optionally substituted with halogen.

[0086] In some embodiments, A is phenyl substituted with -R ¹⁰ , -OR ¹⁰ , -SR ¹⁰ , -N(R ¹⁰ ) ₂ , -OS0 ₂ R ¹⁰ , -S0 ₂ R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , halogen, or cyano. In some embodiments, A is phenyl substituted with -R ¹⁰ . In some embodiments, A is phenyl substituted with -OR ¹⁰ . In some embodiments, A is phenyl substituted with -SR ¹⁰ . In some embodiments, A is phenyl substituted with -N(R ¹⁰ ) _2. In some embodiments, A is phenyl substituted with -OS0 ₂ R ¹⁰ . In some embodiments, A is phenyl substituted with -S0 ₂ R ¹⁰ . In some embodiments, A is phenyl substituted with -C(O)N(R ¹⁰ ) _2. In some embodiments, A is phenyl substituted with halogen. In some embodiments, A is phenyl substituted with cyano.

[0087] In some embodiments, A is pyridyl substituted with -R ¹⁰ , -OR ¹⁰ , -SR ¹⁰ , -N(R ¹⁰ ) ₂ , -OS0 ₂ R ¹⁰ , -S0 ₂ R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , halogen, or cyano. In some embodiments, A is pyridyl substituted with -R ¹⁰ . In some embodiments, A is pyridyl substituted with -OR ¹⁰ . In some embodiments, A is pyridyl substituted with -SR ¹⁰ . In some embodiments, A is pyridyl substituted with -N(R ¹⁰ ) ₂ . In some embodiments, A is pyridyl substituted with -OS0 ₂ R ¹⁰ .

In some embodiments, A is pyridyl substituted with -S0 ₂ R ¹⁰ . In some embodiments, A is pyridyl substituted with -C(O)N(R ¹⁰ ) ₂ . In some embodiments, A is pyridyl substituted with halogen. In some embodiments, A is pyridyl substituted with cyano.

[0088] In some embodiments, A is 3-pyridyl substituted with -OR ¹⁰ . In some embodiments, A is 3-pyridyl substituted with -OCH ₃ . In some embodiments, A is 6- methoxypyrid-3-yl. In some embodiments, A is 3-pyridyl substituted with halogen. In some embodiments, A is 3-pyridyl substituted with Cl. In some embodiments, A is 4-chloropyrid- 3-yl. In some embodiments, A is 2,3-dichloropyrid-4-yl. In some embodiments, A is 3- chloropyrid-2-yl.

[0089] In some embodiments, A is naphthyl substituted with -R ¹⁰ , -OR ¹⁰ , -SR ¹⁰ , - N(R ¹⁰ ) ₂ , -OS0 ₂ R ¹⁰ , -S0 ₂ R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , halogen, or cyano. In some embodiments, A is naphthyl substituted with -R ¹⁰ . In some embodiments, A is naphthyl substituted with -OR ¹⁰ . In some embodiments, A is naphthyl substituted with -SR ¹⁰ . In some embodiments, A is naphthyl substituted with -N(R ¹⁰ ) ₂ . In some embodiments, A is naphthyl substituted with - OS0 ₂ R ¹⁰ . In some embodiments, A is naphthyl substituted with -S0 ₂ R ¹⁰ . In some embodiments, A is naphthyl substituted with -C(O)N(R ¹⁰ ) ₂ . In some embodiments, A is naphthyl substituted with halogen. In some embodiments, A is naphthyl substituted with cyano.

[0090] In some embodiments, A is quinolinyl substituted with -R ¹⁰ , -OR ¹⁰ , -SR ¹⁰ , - N(R ¹⁰ ) ₂ , -OS0 ₂ R ¹⁰ , -S0 ₂ R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , halogen, or cyano. In some embodiments, A is quinolinyl substituted with -R ¹⁰ . In some embodiments, A is quinolinyl substituted with - OR ¹⁰ . In some embodiments, A is quinolinyl substituted with -SR ¹⁰ . In some embodiments, A is quinolinyl substituted with -N(R ¹⁰ ) ₂ . In some embodiments, A is quinolinyl substituted with -OS0 ₂ R ¹⁰ . In some embodiments, A is quinolinyl substituted with -S0 ₂ R ¹⁰ . In some embodiments, A is quinolinyl substituted with -C(O)N(R ¹⁰ ) ₂ . In some embodiments, A is quinolinyl substituted with halogen. In some embodiments, A is quinolinyl substituted with cyano.

[0091] In some embodiments, A is isoquinolinyl substituted with -R ¹⁰ , -OR ¹⁰ , -SR ¹⁰ , - N(R ¹⁰ ) ₂ , -OS0 ₂ R ¹⁰ , -S0 ₂ R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , halogen, or cyano. In some embodiments, A is isoquinolinyl substituted with -R ¹⁰ . In some embodiments, A is isoquinolinyl substituted with -OR ¹⁰ . In some embodiments, A is isoquinolinyl substituted with -SR ¹⁰ . In some embodiments, A is isoquinolinyl substituted with -N(R ¹⁰ ) _2. In some embodiments, A is isoquinolinyl substituted with -OS0 ₂ R ¹⁰ . In some embodiments, A is isoquinolinyl substituted with -S0 ₂ R ¹⁰ . In some embodiments, A is isoquinolinyl substituted with - C(O)N(R ¹⁰ ) _2. In some embodiments, A is isoquinolinyl substituted with halogen. In some embodiments, A is isoquinolinyl substituted with cyano.

[0092] In some embodiments, A is indolyl substituted with -R ¹⁰ , -OR ¹⁰ , -SR ¹⁰ , -N(R ¹⁰ ) ₂ , -OS0 ₂ R ¹⁰ , -S0 ₂ R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , halogen, or cyano. In some embodiments, A is indolyl substituted with -R ¹⁰ . In some embodiments, A is indolyl substituted with -OR ¹⁰ . In some embodiments, A is indolyl substituted with -SR ¹⁰ . In some embodiments, A is indolyl substituted with -N(R ¹⁰ ) _2. In some embodiments, A is indolyl substituted with -OS0 ₂ R ¹⁰ . In some embodiments, A is indolyl substituted with -S0 ₂ R ¹⁰ . In some embodiments, A is indolyl substituted with -C(O)N(R ¹⁰ ) _2. In some embodiments, A is indolyl substituted with halogen. In some embodiments, A is indolyl substituted with cyano.

[0093] In some embodiments, A is l-methyl-lH-indol-4-yl. In some embodiments, A is 1 -methyl- 1 H-indol-3 -yl .

[0094] In some embodiments, A is imidazol-2-yl. In some embodiments, A is l-methyl- imidazol-2-yl.

[0095] In some embodiments, A is selected from the group consisting of 1, 2,3,4- tetrahydroquinoline; 1 ,2,3,4-tetrahydro- 1 ,5,napthyridine, dihydropyridopyrazine,

benzoimidazole, benzoazepine, and dihydropyridooxazine, wherein A is bound to X through an available nitrogen on X; and where A is optionally substituted with one or two substituents each independently selected from halo, CF ₃ , phenyl (optionally substituted with one, two or three halo, Ci-3alkyl or Ci-3haloalkyl), Ci^alkyl, Ci^haloalkyl, and heteroaryl (optionally substituted with one, two or three halo, Ci^alkyl or Ci^haloalkyl).

[0096] In some embodiments, A is selected from the group consisting of

[0097] In some embodiments, some embodiments,

/

Cl ^

In some embodiments, A is ^ . In some embodiments, A is . In some embodiments, some embodiments, some embodiments, A , some embodiments, A is

In some embodiments, some embodiments, some embodiments, A is . In some embodiments, some embodiments, some embodiments, some embodiments, some embodiments, A is . In some embodiments, A is . In some embodiments, some embodiments, some embodiments, A is In some

embodiments. some embodiments, A is . In some embodiments, A is

Q-

. In some embodiments, A is . In some embodiments, In some embodiments, some embodiments, some embodiments, some embodiments, some embodiments. , some embodiments,

In some embodiments, some embodiments, some embodiments. some embodiments, some

embodiments, A is In some embodiments, some embodiments, some embodiments, A is In some

c .

embodiments, some embodiments, A is In some embodiments, A is . In some embodiments, some

[0098] In certain embodiments, R ³ is selected from the group consisting of hydrogen,

CH ₃ and -NH ₂ . In some embodiments, Y is a bond and Z is N.

[0099] In some embodiments, R ¹ and R ² together with the nitrogen to which they are attached form heterocyclic ring B; wherein ring B is selected from the group consisting of pyrrolidinyl, piperidinyl, azepanyl and morpholinyl; wherein pyrrolidinyl, piperidinyl, azepanyl and morpholinyl may optionally be substituted by one, two, three or more substituents each independently selected from the group consisting of halogen, hydroxyl, cyano, -NR ^a R ^b , -C(0)-NR ^a R ^b , Ci _-3 alkyl, and Ci _-3 alkoxy; wherein Ci _-3 alkyl and Ci _-3 alkoxy may optionally be substituted by halogen, hydroxyl and -NR ^a R ^b .

[0100] In some embodiments, Y is -NH-, -N(CH ₃ )-, -N(H)-CH _2- , or -N(CH ₃ )-

CH _2- ; and Z is C(H).

[0101] In certain embodiments, R ¹ and R ² together with the carbon to which they are attached form carbocyclic ring B; wherein ring B is selected from the group consisting of cyclopentyl and cyclohexyl, and wherein cyclopentyl and cyclohexyl may optionally be substituted by one, two, three or more substituents each independently selected from the group consisting of halogen, hydroxyl, cyano, -NR ^a R ^b , -C(0)-NR ^a R ^b , Ci _-3 alkyl, and Ci. ₃ alkoxy; wherein Ci _-3 alkyl and Ci _-3 alkoxy may optionally be substituted by halogen, hydroxyl and -NR ^a R ^b .

[0102] In certain other embodiments, R ¹ and R ² together with the carbon to which they are attached form heterocyclic ring B; wherein ring B is selected from the group consisting of tetrahydrofuranyl and tetrahydropyranyl, wherein tetrahydrofuranyl and tetrahydropyranyl may optionally be substituted by one, two, three or more substituents each independently selected from the group consisting of halogen, hydroxyl, cyano, -NR ^a R ^b , - C(0)-NR ^a R ^b , Ci _-3 alkyl, and Ci _-3 alkoxy; wherein Ci _-3 alkyl and Ci _-3 alkoxy may optionally be substituted by halogen, hydroxyl and -NR ^a R ^b .

[0103] For example, in some embodiments, ring B is substituted on an available carbon by a substituent selected from the group consisting of -NH ₂ , -CH ₃ , and -CH ₂ NH ₂ .

[0104] In certain embodiments, R ¹ is hydrogen and R ² is branched Ci-ioalkyl; wherein

Ci-ioalkyl may optionally be substituted by one, two, three or more substituents each independently selected from the group consisting of halogen and -NH ₂ .

[0105] In some embodiments, SHP2 phosphatase inhibitors described herein encompass compounds of Formula V, or a pharmaceutically acceptable salt or stereoisomer thereof, wherein Formula V is represented by:

wherein

X is selected from the group consisting of a bond, -0-, -NR ^X1 - -C(0)NR ^X11 -, - S(0) _w- (wherein w is 0, 1 or 2), -C(O)- and -C(R ^X2 R ^X3 )-;

A is selected from the group consisting of phenyl, a 5-7 membered monocyclic heteroaryl having one or more heteroatoms each independently selected from O, S, and N, a 8-10 membered bicyclic heteroaryl having one or more heteroatoms each independently selected from the group consisting of O, S, and N, and a 4-7 membered heterocyclyl; wherein A may optionally be substituted by one, two, three or more substituents each independently selected from the group consisting of -R ¹⁰ , -OR ¹⁰ , -N(R ¹⁰ ) ₂ , -C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano;

R ¹⁰ is independently selected from the group consisting of hydrogen, Ci- ₆ alkyl, Ci- ₆ haloalkyl, C _3-6 cycloalkyl, heterocycloalkyl, aryl, and heteroaryl, where R ¹⁰ may optionally be substituted by one, two, three or more substituents each independently selected from the group consisting of halogen, -C(0)R ² °, Ci _-6 alkyl and Ci _-6 haloalkyl; R ²⁰ is selected from the group consisting of hydroxyl, halogen, and Ci- ₆ alkyl;

R ^X1 is selected from the group consisting of hydrogen, Ci _-6 alkyl and phenyl; or R ^X1 and ring A together with the nitrogen to which they are attached form an 8-10 membered saturated or partially unsaturated bicyclic heterocyclyl which may have one or more additional heteroatoms each independently selected from the group consisting of O, S, and N; wherein the heterocyclyl may optionally be substituted by one, two, three or more

substituents each independently selected from the group consisting of R ¹⁰ ,-N(R ¹⁰ ) ₂ , - C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano;

R ^xu is selected from the group consisting of hydrogen, Ci _-6 alkyl and phenyl; or R ^xu and ring A together with the nitrogen to which they are attached form an 8-10 membered saturated or partially unsaturated bicyclic heterocyclyl which may have one or more additional heteroatoms each independently selected from the group consisting of O, S, and N; wherein the heterocyclyl may optionally be substituted by one, two, three or more

substituents each independently selected from the group consisting of R ¹⁰ ,-N(R ¹⁰ ) ₂ , - C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano;

R ^X2 and R ^X3 are each independently selected from the group consisting of hydrogen, halogen, hydroxyl, -NR ^a R ^b , -C(0)-NR ^a R ^b , Ci _-6 alkyl and Ci _-6 alkoxy; or R ^X2 and R ^X3 together with the carbon to which they are attached form a 3-6 membered carbocyclyl which may optionally be substituted by one or more substituents each independently selected from the group consisting of hydrogen, halogen, -NR ^a R ^b , -C(0)-NR ^a R ^b , oxo, Ci _-6 alkyl and Ci.

6alkoxy;

R ³ is selected from the group consisting of hydrogen, halogen, hydroxyl, Ci _-6 alkyl and -NR ^a R ^b ;

R ⁴ and R ⁵ are each independently selected from the group consisting of hydrogen, hydroxyl, Ci- ₆ alkyl, Ci- ₆ alkoxy, Ci- ₆ alkyl-0-R ⁶ , -C(0)N(R ⁶ ) ₂ , -N(R ⁶ ) ₂ , halogen, Ci- ₆ alkyl- N(R ⁶ ) ₂ , and cyano; wherein Ci- ₆ alkyl, Ci- ₆ alkoxy, Ci- ₆ alkyl-0-R ⁶ , and Ci- ₆ alkyl-N(R ⁶ ) ₂ may optionally be substituted by one or more substituents each independently selected from the group consisting of hydroxyl, -NH ₂ , oxo, and halogen, or R ⁴ and R ⁵ , taken together with the atoms to which they are attached, form a 3-7 membered carbocyclic or heterocyclic saturated or partially unsaturated ring, wherein the ring may optionally be substituted by one or more substituents each independently selected from the group consisting of hydroxyl, Ci- ₆ alkyl, Ci- ₆ alkoxy, -N(R ⁶ ) ₂ , halogen, oxo, and cyano;

or R ⁴ and R ⁸ , taken together with the atoms to which they are attached, form a 4-7 membered carbocyclic or heterocyclic ring, wherein the ring may optionally be substituted by one or more substituents each independently selected from the group consisting of hydroxyl, Ci- ₆ alkyl, Ci- ₆ alkoxy, -N(R ⁶ ) ₂ , halogen, oxo, and cyano;

or R ⁴ is absent, and R ⁴ and R ⁸ , taken together with the atoms to which they are attached, form a 3 -membered carbocyclic or heterocyclic ring, wherein the ring may optionally be substituted by one or more substituents each independently selected from the group consisting of hydroxyl, Ci- ₆ alkyl, Ci- ₆ alkoxy, -N(R ⁶ ) ₂ , halogen, oxo, and cyano;

R ⁶ is independently for each occurrence selected from the group consisting of hydrogen, Ci- ₆ alkyl and phenyl;

R ¹¹ and R ¹² are each independently selected from the group consisting of hydrogen, hydroxyl, Ci- ₆ alkyl, Ci- ₆ alkoxy, Ci- ₆ alkyl-0-R ⁶ , aryl, arylalkylene, heteroaryl,

heteroarylalkylene, -C(0)N(R ⁶ ) ₂ , -N(R ⁶ ) ₂ , halogen, Ci- ₆ alkyl-N(R ⁶ ) ₂ , -C0 ₂ H, and cyano; wherein Ci- ₆ alkyl, Ci- ₆ alkoxy, Ci- ₆ alkyl-0-R ⁶ , aryl, arylalkylene, heteroaryl,

heteroarylalkylene, and Ci- ₆ alkyl-N(R ⁶ ) ₂ may optionally be substituted by one or more substituents each independently selected from the group consisting of hydroxyl, -NH ₂ , and halogen;

or R ¹¹ and R ¹² , taken together with the atoms to which they are attached, form a 5-7 membered heterocyclic ring;

or R ⁴ and R ¹² , taken together with the atoms to which they are attached, form a 5-7 membered carbocyclic or heterocyclic ring;

or R ⁸ and R ¹¹ , taken together with the atoms to which they are attached, form a 5-7 membered carbocyclic or heterocyclic ring;

R ⁸ and R ⁹ are each independently selected from the group consisting of hydrogen, Ci- ₆ )alkyl, Ci- ₆ alkyl-N(R ⁶ ) _{2 -} OR ⁶ , Ci- ₆ alkyl-0-R ⁶ , -C(0)NH ₂ , -N(R ⁶ ) ₂ , halogen, and cyano; and

each of m and n is, independently, 0, 1, 2, or 3, with m + n being at least 2 and no more than 4. [0106] In some embodiments, A is phenyl; wherein phenyl may optionally be substituted by one, two, or three substituents each independently selected from the group consisting of -OR ¹⁰ , halogen, and cyano. In some embodiments, A is pyridyl; wherein pyridyl may optionally be substituted by one, two, or three substituents each independently selected from the group consisting of -OR ¹⁰ , halogen, and cyano.

[0107] In some embodiments, R ^X1 and ring A together with the nitrogen to which they are attached form a l,2,3,4-tetrahydro-l,5-naphthyridine moiety. In some embodiments, R ^xu and ring A together with the nitrogen to which they are attached form a 1,2, 3, 4- tetrahydro-l,5-naphthyridine moiety. In some embodiments, R ^X1 and ring A together with the nitrogen to which they are attached form a l,2,3,4-tetrahydroquinoline moiety. In some embodiments, R ^xu and ring A together with the nitrogen to which they are attached form a l,2,3,4-tetrahydroquinoline moiety.

[0108] In certain embodiments, R ³ is selected from the group consisting of hydrogen,

CH ₃ and -NH ₂ . In certain other embodiments, m is an integer selected from 1 or 2; and n is 1.

[0109] In some embodiments, R ⁴ and R ⁵ are each independently selected from the group consisting of hydrogen, hydroxyl, Ci -alkyl, Ci-alkoxy, Ci-alkyl-O-R ⁶ , -C(0)NH ₂ , - N(R ⁶ ) ₂ , halogen, Ci- ₃ alkyl-N(R ⁶ ) ₂ , and cyano; wherein Ci- ₃ alkyl, Ci- ₃ alkoxy, Ci- ₃ alkyl-0-R ⁶ and Ci- ₃ alkyl-N(R ⁶ ) ₂ may optionally be substituted by one or more substituents each independently selected from the group consisting of hydroxyl, -N(R ⁶ ) ₂ , and halogen; or R ⁴ and R ⁵ , taken together with the atoms to which they are attached, form a

3-7 membered carbocyclic or heterocyclic ring; or R ⁴ and R ⁸ , taken together with the atoms to which they are attached, form a

4-7 membered carbocyclic or heterocyclic ring; or R ⁴ is a bond, and R ⁴ and R ⁸ , taken together with the atoms to which they are attached, form a 3 -membered carbocyclic or heterocyclic ring; and each R ⁶ is independently hydrogen or Ci- ₃ alkyl.

[0110] For example, in some embodiments, R ⁴ and R ⁵ are each independently selected from the group consisting of Ci _-3 alkyl and -NR ^a R ^b ; wherein Ci _-3 alkyl may optionally be substituted by one, two or three substituents each independently selected from the group consisting of halogen, hydroxyl and -NR ^a R ^b . In certain embodiments, R ⁴ and R ⁵ are each independently selected from the group consisting of -NH ₂ , -CH ₃ , and -CH ₂ NH ₂ .

[0111] In some embodiments, SHP2 phosphatase inhibitors described herein encompass compounds of Formula VI, or a pharmaceutically acceptable salt or stereoisomer thereof, wherein Formula VI is represented by:

wherein

X is selected from the group consisting of a bond, -NR ^X1 - and -C(0)NR ^X11 -;

A is selected from the group consisting of phenyl, a 5-7 membered monocyclic heteroaryl having one or more heteroatoms each independently selected from O, S, and N, a 8-10 membered bicyclic heteroaryl having one or more heteroatoms each independently selected from the group consisting of O, S, and N, and a 4-7 membered heterocyclyl; wherein A may optionally be substituted by one, two, three or more substituents each independently selected from the group consisting of -R ¹⁰ , -OR ¹⁰ , -N(R ¹⁰ ) ₂ , -C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano;

R ¹⁰ is independently selected from the group consisting of hydrogen, Ci- ₆ alkyl, Ci- ₆ haloalkyl, C _3-6 cycloalkyl, heterocycloalkyl, aryl, and heteroaryl, where R ¹⁰ may optionally be substituted by one, two, three or more substituents each independently selected from the group consisting of halogen, -C(0)R ² °, Ci _-6 alkyl and Ci _-6 haloalkyl;

R ²⁰ is selected from the group consisting of hydroxyl, halogen, and Ci- ₆ alkyl;

R ^X1 is selected from the group consisting of hydrogen, Ci _-6 alkyl and phenyl, or R ^X1 and ring A together with the nitrogen to which they are attached form an 8-10 membered saturated or partially unsaturated bicyclic heterocyclyl which may have one or more additional heteroatoms each independently selected from the group consisting of O, S, and N; wherein the heterocyclyl may optionally be substituted by one, two, three or more

substituents each independently selected from the group consisting of R ¹⁰ ,-N(R ¹⁰ ) ₂ , - C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano; R ^xu is selected from the group consisting of hydrogen, Ci _-6 alkyl and phenyl, or R ^xu and ring A together with the nitrogen to which they are attached form an 8-10 membered saturated or partially unsaturated bicyclic heterocyclyl which may have one or more additional heteroatoms each independently selected from the group consisting of O, S, and N; wherein the heterocyclyl may optionally be substituted by one, two, three or more

substituents each independently selected from the group consisting of R ¹⁰ ,-N(R ¹⁰ ) ₂ , - C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano;

R ³ is selected from the group consisting of hydrogen, halogen, hydroxyl, Ci _-6 alkyl and -NR ^a R ^b ;

R ⁴ and R ⁵ are each independently selected from the group consisting of hydrogen, halogen, cyano, -NR ^a R ^b , -C(0)-NR ^a R ^b and Ci _-6 alkyl, wherein Ci _-6 alkyl may optionally be substituted by one, two or three or more substituents each independently selected from the group consisting of halogen, hydroxyl, -NR ^a R ^b and oxo;

R ^a and R ^b are independently selected, for each occurrence, from the group consisting of hydrogen and Ci _-6 alkyl; wherein Ci _-6 alkyl may optionally be substituted by one or more substituents selected from halogen, cyano, oxo and hydroxyl; and q is 0 or 1.

[0112] In some embodiments, A is phenyl; wherein phenyl may optionally be substituted by one, two, or three substituents each independently selected from the group consisting of -OR ¹⁰ , halogen, and cyano. In some embodiments, A is pyridyl; wherein pyridyl may optionally be substituted by one, two, or three substituents each independently selected from the group consisting of -OR ¹⁰ , halogen, and cyano.

[0113] In some embodiments, R ^X1 and ring A together with the nitrogen to which they are attached form a l,2,3,4-tetrahydro-l,5-naphthyridine moiety. In some embodiments, R ^xu and ring A together with the nitrogen to which they are attached form a 1,2, 3, 4- tetrahydro-l,5-naphthyridine moiety. In some embodiments, R ^X1 and ring A together with the nitrogen to which they are attached form a l,2,3,4-tetrahydroquinoline moiety. In some embodiments, R ^xu and ring A together with the nitrogen to which they are attached form a l,2,3,4-tetrahydroquinoline moiety.

[0114] In some embodiments, R ³ is selected from the group consisting of hydrogen,

CH ₃ and -NH ₂ . In some embodiments, R ⁴ and R ⁵ are each independently selected from the group consisting of Ci _-3 alkyl and -NR ^a R ^b ; wherein Ci _-3 alkyl may optionally be substituted by one, two or three substituents each independently selected from the group consisting of halogen, hydroxyl and -NR ^a R ^b . For example, in some embodiments, R ⁴ and R ⁵ are each independently selected from the group consisting of -NH ₂ , -CH ₃ , and -CH ₂ NH ₂ .

[0115] Examples of compounds of the present disclosure include:

and a pharmaceutically acceptable salt or stereoisomer thereof.

[0116] Also provided herein is a compound of Formula VII, or a pharmaceutically acceptable salt, stereoisomer or N-oxide thereof, wherein Formula VII is represented by:

wherein

A is phenyl, wherein A may optionally be substituted by one, two, three or more substituents each independently selected from the group consisting of -R ¹⁰ , -OR ¹⁰ , methylenedioxy, -N(R ¹⁰ ) ₂ , -C(O)N(R ¹⁰ ) ₂ , halogen and cyano;

R ¹⁰ is independently selected from the group consisting of hydrogen, Ci- ₆ alkyl, Ci- ₆ haloalkyl, C _3-6 cycloalkyl, heterocycloalkyl, aryl, and heteroaryl, where R ¹⁰ may optionally be substituted one, two, three or more substituents each independently selected from the group consisting of halogen, -C(0)R ²⁰ , Ci _-6 alkyl and Ci _-6 haloalkyl;

R ²⁰ is selected from the group consisting of hydroxyl, halogen, and Ci- ₆ alkyl; R ³ is selected from the group consisting of hydrogen, halogen, hydroxyl, Ci _-6 alkyl and -NR ^a R ^b ;

R ⁴ and R ⁵ are each independently selected from the group consisting of hydrogen, halogen, cyano, -NR ^a R ^b , -C(0)-NR ^a R ^b and Ci _-6 alkyl, wherein Ci _-6 alkyl may optionally be substituted by one, two or three or more substituents each independently selected from the group consisting of halogen, hydroxyl, -NR ^a R ^b and oxo; and

R ^a and R ^b are independently selected, for each occurrence, from the group consisting of hydrogen and Ci _-6 alkyl; wherein Ci _-6 alkyl may optionally be substituted by one or more substituents selected from halogen, cyano, oxo and hydroxyl.

[0117] In some embodiments, R ⁴ and R ⁵ are each independently selected from the group consisting of Ci _-3 alkyl and -NR ^a R ^b ; wherein Ci _-3 alkyl may optionally be substituted by one, two or three substituents each independently selected from the group consisting of halogen, hydroxyl and -NR ^a R ^b . In some embodiments, R ⁴ and R ⁵ are each independently selected from the group consisting of -NH ₂ , -CH ₃ , and -CH ₂ NH ₂ , -C(H)NH ₂ CH ₃ and - CH ₂ NHCH ₃ .

[0118] In some embodiments, SHP2 phosphatase inhibitors described herein encompass compounds of Formula XIII, or a pharmaceutically acceptable salt or

stereoisomer thereof, wherein Formula XIII is represented by:

A (XIII); wherein

X is selected from the group consisting of a bond, -0-, -NR ^X1 - -C(0)NR ^X11 -, - S(0) _w- (wherein w is 0, 1 or 2), -C(O)-, -C(R ^X2 R ^X3 )-, -0-C(R ^X4 R ^X5 )-, -C(R ^X4 R ^X5 )-0- and -C=C(R ^X6 R ^X7 )

Y is selected from the group consisting of a bond, -NR ^Y -, -Ci.3alkylene-NR ^Y -, and - NR ^Y -C i _-3 alkyl ene-; Z is selected from the group consisting of N, C(R ^Z ) and a bond; wherein if Y is a bond, Z is N or a bond; and wherein if Y is -NR ^Y - -Ci _-3 alkylene- NR ^Y -, or -NR ^Y -Ci _-3 alkylene- Z is C(R ^Z );

R ^z is selected from the group consisting of hydrogen and Ci- ₆ alkyl; wherein Ci _-6 alkyl may optionally be substituted by halogen, hydroxyl, and -NR ^a R ^b ,

A is selected from the group consisting of a 6-10 membered monocyclic or bicyclic aryl, a 5-7 membered monocyclic heteroaryl having one or more heteroatoms each independently selected from O, S, or N, a 8-10 membered bicyclic heteroaryl having one or more heteroatoms each independently selected from O, S, or N; and a 4-7 membered heterocyclyl, wherein A may optionally be substituted by one, two, three or more substituents each independently selected from the group consisting of -R ¹⁰ , -OR ¹⁰ , -S(0) _w R ¹⁰ (wherein w is 0, 1 or 2), -N(R ¹⁰ ) ₂ , -OS(0) _W -R ¹⁰ (wherein w is 0, 1, or 2), -S(O) _w -N(R ¹⁰ ) ₂ (wherein w is 0, 1 or 2), -S(0)(NH)R ¹⁰ , -P(O)(R ¹⁰ ) ₂ -C(0)R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano, or when X is a bond, A may also be selected from the group consisting of H and halogen;

R ¹⁰ is independently selected from the group consisting of hydrogen, Ci- ₆ alkyl, Ci- ₆ haloalkyl, C _3-6 cycloalkyl, heterocycloalkyl, aryl, and heteroaryl; wherein R ¹⁰ may optionally be substituted by one, two, three or more substituents each independently selected from the group consisting of halogen, -C(0)R ²⁰ , Ci _-6 alkyl and Ci _-6 haloalkyl;

R ²⁰ is selected from the group consisting of hydroxyl, halogen, and Ci- ₆ alkyl;

R ¹ and R ² are each selected from the group consisting of hydrogen, Ci-ioalkyl and phenyl; wherein Ci.i ₀ alkyl and phenyl may optionally be substituted by one, two, three or more substituents each independently selected from R ^p , and wherein when Z and Y are each a bond R ² is not present; or R ¹ and R ² , together with carbon or nitrogen to which they are attached, form a 3-7 membered saturated carbocyclic or 4-7 membered saturated heterocyclic ring B having one or two heteroatoms each independently selected from the group consisting of O, S(0) _w (wherein w is 0, 1, or 2), and NR ^h ; wherein carbocyclic or heterocyclic ring B may be monocyclic or bicyclic; carbocyclic or heterocyclic ring B may optionally be substituted on one or more available carbons by one, two, three or more substituents each independently selected from the group consisting of halogen, hydroxyl, cyano, oxo, -NR ^a R ^b , -C0 ₂ H -C(0)-NR ^a R ^b , - S(0) _2- NR ^a R ^b , Ci _-6 alkyl, C _2-6 alkenyl, C _2-6 alkynyl, C _3-6 cycloalkyl, Ci _-6 alkoxy, C _3-6 alkenyloxy, C _3-6 alkynyloxy, C _3-6 cycloalkoxy, Ci _-6 alkylcarbonyl-, Ci _-6 alkoxycarbonyl, Ci- ₆ alkyl-S(0) _w - (wherein w is 0, 1 or 2), Ci _-6 alkylcarbonyl-N(R ^a )-, Ci _-6 alkoxycarbonyl-N(R ^a )-, aryl and heteroaryl; wherein Ci _-6 alkyl, C _2-6 alkenyl, C _2-6 alkynyl, C _3-6 cycloalkyl, Ci _-6 alkoxy, C _{3- 6} alkenyloxy, C _3-6 alkynyloxy, C _3-6 cycloalkoxy, Ci _-6 alkylcarbonyl-, Ci _-6 alkoxycarbonyl, Ci. ₆ alkyl-S(0) _w - (wherein w is 0, 1 or 2), Ci _-6 alkylcarbonyl-N(R ^a )- and Ci _-6 alkoxycarbonyl- N(R ^a )- may optionally be substituted by one or more substituents each independently selected from R ^p ; and wherein aryl and heteroaryl may optionally be substituted by one or more substituents each independently selected from R ;

R ^X1 is selected from the group consisting of hydrogen, Ci _-6 alkyl and phenyl, or R ^X1 and ring A together with the nitrogen to which they are attached form an 8-10 membered saturated or partially unsaturated bicyclic heterocyclyl which may have one or more additional heteroatoms each independently selected from the group consisting of O, S, and N; wherein the heterocyclyl may optionally be substituted by one, two, three or more

substituents each independently selected from the group consisting of R ¹⁰ , -OR ¹⁰ , -S(0) _w R ¹⁰ (wherein w is 0, 1 or 2), -N(R ¹⁰ ) ₂ , -OS(0) _w -R ¹⁰ (wherein w is 0, 1, or 2), -S(O) _w -N(R ¹⁰ ) ₂ (wherein w is 0, 1 or 2), -S(0)(NH)R ¹⁰ , -P(O)(R ¹⁰ ) ₂ -C(0)R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano;

R ^xu is selected from the group consisting of hydrogen, Ci _-6 alkyl and phenyl, or R ^xu and ring A together with the nitrogen to which they are attached form an 8-10 membered saturated or partially unsaturated bicyclic heterocyclyl which may have one or more additional heteroatoms each independently selected from the group consisting of O, S, and N; wherein the heterocyclyl may optionally be substituted by one, two, three or more

substituents each independently selected from the group consisting of R ¹⁰ , -OR ¹⁰ , -S(0) _w R ¹⁰ (wherein w is 0, 1 or 2), -N(R ¹⁰ ) ₂ , -OS(0) _w -R ¹⁰ (wherein w is 0, 1, or 2), -S(O) _w -N(R ¹⁰ ) ₂ (wherein w is 0, 1 or 2), -S(0)(NH)R ¹⁰ , -P(O)(R ¹⁰ ) ₂ -C(0)R ¹⁰ , -C(O)N(R ¹⁰ ) ₂ , oxo, halogen and cyano;

R ^X2 and R ^X3 are each independently selected from the group consisting of hydrogen, halogen, hydroxyl, -NR ^a R ^b , -C(0)-NR ^a R ^b , Ci _-6 alkyl and Ci _-6 alkoxy; wherein Ci _-6 alkyl and C _l-6 alkoxy may optionally be substituted by one or more substituents each independently selected from R ^p ; or R ^X2 and R ^X3 together with the carbon to which they are attached form a 3-6 membered carbocycle optionally substituted by one or more substituents each independently selected from the group consisting of hydrogen, halogen, -NR ^a R ^b , -C(0)-NR ^a R ^b , oxo, Ci. ₆ alkyl and Ci _-6 alkoxy;

R ^X4 and R ^X5 are each independently selected from the group consisting of hydrogen and Ci _-6 alkyl; wherein Ci _-6 alkyl may optionally be substituted by one or more substituents each independently selected from R ^p ;

R ^X6 and R ^X7 are each independently selected from the group consisting of hydrogen, halogen, -C(0)-NR ^a R ^b , cyano and Ci _-6 alkyl; wherein Ci _-6 alkyl may optionally be substituted by one or more substituents each independently selected from R ^p ;

R ^Y is selected from the group consisting of hydrogen, Ci _-6 alkyl and phenyl;

R ³ is selected from the group consisting of hydrogen, halogen, hydroxyl, Ci _-6 alkyl and -NR ^a R ^b ;

f p

R is independently selected, for each occurrence, from the group consisting of R , Ci. ₆ alkyl, C _3-6 cycloalkyl, C _2-6 alkenyl, C _2-6 alkynyl, Ci _-6 alkoxy, Ci _-6 alkylcarbonyl-, Ci.

6alkoxycarbonyl, Ci _-6 alkyl-S(0) _w -, (wherein wherein w is 0, 1 or 2), Ci _-6 alkylcarbonyl-N(R ^a )- and Ci _-6 alkoxycarbonyl-N(R ^a )-; wherein Ci _-6 alkyl, C3 _-6 cycloalkyl, C _2-6 alkenyl, C _2-6 alkynyl, Ci _-6 alkoxy, Ci _-6 alkylcarbonyl-, Ci _-6 alkoxycarbonyl, Ci- ₆ alkyl-S(0) _w -, Ci _-6 alkylcarbonyl- N(R ^a )-, and Ci _-6 alkoxycarbonyl-N(R ^a )- may be optionally substituted by one or more substituents selected from R ^p ;

R ^h is independently selected, for each occurrence, from the group consisting of hydrogen, Ci _-6 alkyl, C3 _-6 alkenyl, C3 _-6 alkynyl, C3 _-6 cycloalkyl, Ci _-6 alkyl-S(0) ₂ -, Ci.

6alkylcarbonyl-, Ci _-6 alkoxycarbonyl-, R ^a R ^b N-carbonyl- and R ^a R ^b N-S0 ₂ -; wherein Ci _-6 alkyl, C3 _-6 alkenyl, C3 _-6 alkynyl, C3 _-6 cycloalkyl, Ci _-6 alkyl-S(0) ₂ -, Ci _-6 alkylcarbonyl- and Ci.

6alkoxycarbonyl- may optionally be substituted by one or more substituents selected from R ^p ;

R ^a and R ^b are independently selected, for each occurrence, from the group consisting of hydrogen and Ci _-6 alkyl; wherein Ci _-6 alkyl may optionally be substituted by one or more substituents selected from halogen, cyano, oxo and hydroxyl; or R ^a and R ^b , together with the nitrogen to which they are attached, may form a 4-6 membered monocyclic heterocyclic ring, which may have an additional heteroatom selected from the group consisting of O, S, and N; wherein the 4-6 membered heterocyclic ring may optionally be substituted by one or more substituents selected from the group consisting of halogen, cyano, oxo or hydroxyl; and

R ^p is independently selected, for each occurrence, from the group consisting of halogen, hydroxyl, cyano, Ci _-6 alkoxy, R ^a R ^b N-, R ^a R ^b N-carbonyl-, R ^a R ^b N-S0 ₂ -, and R ^a R ^b N- carbonyl-N(R ^a )-.

[0119] In some embodiments, X is selected from the group consisting of a bond, -0-,

-NR ^X1 - and -NR ^XU - .