CA2531327A1

CA2531327A1 - Compounds and therapeutical use thereof

Info

Publication number: CA2531327A1
Application number: CA002531327A
Authority: CA
Inventors: Sui Xiong Cai; Nilantha Sudath Sirisoma; Azra Pervin; John A. Drewe; Shailaja Kasibhatla; Songchun Jaing; Hong Zhang; Chris Pleiman; Vijay Baichwal; John Manfredi; Leena Bhoite
Original assignee: Individual
Current assignee: Myriad Genetics Inc; Cytovia Therapeutics LLC
Priority date: 2003-07-03
Filing date: 2004-07-06
Publication date: 2005-01-13
Also published as: JP2012207044A; EP1660092A2; US7618975B2; WO2005003100A2; AU2004253967A8; US20050137213A1; US20070244113A1; NZ544472A; KR20060052775A; CN1984660A; JP2007524637A; KR101218213B1; WO2005003100A3; US20070208044A1; AU2004253967B2; US20170050937A1; US20080039479A1; AU2004253967A1; CN1984660B; JP5129957B2

Abstract

Disclosed are 4-arylamino-quinazolines and analogs thereof effective as activators of caspases and inducers of apoptosis. The compounds of this invention are useful in the treatment of a variety of clinical conditions in which uncontrolled growth and spread of abnormal cells occurs.

Description

COMPOUNDS AND THERAPEUTICAL USE THEREOF
RELATED U.S. APPLICATIONS
[0001] This application claims the benefit of U.S. Provisional Application Serial No.
60/484,325 filed July 3, 2003, U.S. Provisional Application Serial No.
60/493,006 filed August 7, 2003, U.S. Provisional Application Serial No. 60/557,556, filed March 29, 2004, and U.S. Provisional Application Serial No. 60/571,288, filed May 14, 2004, the contents of each of which are incorporated herein by reference in their entirety.
FIELD OF THE INVENTION

[0002] This invention is in the field of medicinal chemistry. In particular, the invention relates to compounds that are activators of caspases and inducers of apoptosis. The invention also relates to the use of these compounds as therapeutically effective anti-cancer agents.
TECHNICAL BACKGROUND

[0003] Organisms eliminate unwanted cells by a process variously known as regulated cell death, programmed cell death or apoptosis. Such cell death occurs as a normal aspect of animal development, as well as in tissue homeostasis and aging (Glucksmann, A., Biol. Rev. Cambridge Philos. Soc. 26:59-86 (1951);
Glucksmann, A., Archives de Biologie 76:419-437 (1965); Ellis, et al., Dev. 112:591-603 (1991);
Vaux, et al., Cell 76:777-779 (1994)). Apoptosis regulates cell number, facilitates morphogenesis, removes harmful or otherwise abnormal cells and eliminates cells that have already performed their function. Additionally, apoptosis occurs in response to various physiological stresses, such as hypoxia or ischemia (PCT
published application W096/20721).

[0004] There are a number of morphological changes shared by cells experiencing regulated cell death, including plasma and nuclear membrane blebbing, cell shrinkage (condensation of nucleoplasm and cytoplasm), organelle relocalization and compaction, chromatin condensation and production of apoptotic bodies (membrane enclosed particles containing intracellular material) (Orrenius, S., J.
Internal Medicine 237:529-536 (1995)).

[0005] Apoptosis is achieved through an endogenous mechanism of cellular suicide (Wyllie, A.H., in Cell Death in Biology and Pathology, Bowen and Lockshin, eds., Chapman and Hall (1981), pp. 9-34). A cell activates its internally encoded suicide program as a result of either internal or external signals. The suicide program is executed through the activation of a carefully regulated genetic program (Wyllie, et al., Int. Rev. Cyt. 68:251 (1980); Ellis, et al., Ann. Rev. Cell Bio. 7:663 (1991)).
Apoptotic cells and bodies are usually recognized and cleared by neighboring cells or macrophages before lysis. Because of this clearance mechanism, inflammation is not induced despite the clearance of great numbers of cells (Orrenius, S., J.
Internal Medicine 237:529-536 (1995)).

[0006] It has been found that a group of proteases are a key element in apoptosis (see, e.g., Thornberry, Chemistry and Biology S:R97-8103 (1998); Thornberry, British Med. Bull. 53:478-490 (1996)). Genetic studies in the nematode Caenorhabditis elegans revealed that apoptotic cell death involves at least 14 genes, 2 of which are the pro-apoptotic (death-promoting) ced (for cell death abnormal) genes, ced-3 and ced-4. CED-3 is homologous to interleukin 1 beta-converting enzyme, a cysteine protease, which is now called caspase-1. When these data were ultimately applied to mammals, and upon further extensive investigation, it was found that the mammalian apoptosis system appears to involve a cascade of caspases, or a system that behaves like a cascade of caspases. At present, the caspase family of cysteine proteases comprises 14 different members, and more may be discovered in the future. All known caspases are synthesized as zymogens that require cleavage at an aspartyl residue prior to forming the active enzyme. Thus, caspases are capable of activating other caspases, in the manner of an amplifying cascade.

[0007] Apoptosis and caspases are thought to be crucial in the development of cancer (Apoptosis and Cancer Chemotherapy, Hickman and Dive, eds., Humana Press (1999)). There is mounting evidence that cancer cells, while containing caspases, lack parts of the molecular machinery that activates the caspase cascade.

This makes the cancer cells lose their capacity to undergo cellular suicide and the cells become cancerous. In the case of the apoptosis process, Control points are known to exist that represent points for intervention leading to activation.
These control points include the CED-9-BCL-like and CED-3-ICE-like gene family products, which are intrinsic proteins regulating the decision of a cell to survive or die and executing part of the cell death process itself, respectively (see, Schmitt, et al., Biochem. Cell. Biol. 75:301-314 (1997)). BCL-like proteins include BCL-xL
and BAX-alpha, which appear to function upstream of caspase activation. BCL-xL
appears to prevent activation of the apoptotic protease cascade, whereas BAX-alpha accelerates activation of the apoptotic protease cascade.

[0008] It has been shown that chemotherapeutic (anti-cancer) drugs can trigger cancer cells to undergo suicide by activating the dormant caspase cascade.
This may be a crucial aspect of the mode of action of most, if not all, known anticancer drugs (Los, et al., Blood 90:3118-3129 (1997); Friesen, et al., Nat. Med. 2:574 (1996)).
The mechanism of action of current antineoplastic drugs frequently involves an attack at specific phases of the cell cycle. In brief, the cell cycle refers to the stages through which cells normally progress during their lifetime. Normally, cells exist in a resting phase termed Go. During multiplication, cells progress to a stage in which DNA synthesis occurs, termed S. Later, cell division, or mitosis occurs, in a phase called M. Antineoplastic drugs, such as cytosine arabinoside, hydroxyurea, 6-mercaptopurine, and methotrexate are S phase specific, whereas antineoplastic drugs, such as vincristine, vinblastine, and paclitaxel are M phase specific.
M phase specific antineoplastic drugs, such as vinblastine and paclitaxel, are known to affect tubulin polymerization. The ability of cells to appropriately polymerize and depolymerize tubulin is thought to be an important activity for M phase cell division.

[0009] Many slow growing tumors, e.g. colon cancers, exist primarily in the Go phase, whereas rapidly proliferating normal tissues, for example bone marrow, exist primarily in the S or M phase. Thus, a drug like 6-mercaptopurine can cause bone marrow toxicity while remaining ineffective for a slow growing tumor. Further aspects of the chemotherapy of neoplastic diseases are known to those skilled in the art (see, e.g., Hardman, et al., eds., Goodman and Gilman's The Pharmacological Basis of Therapeutics, Ninth Edition, McGraw-Hill, New York (1996), pp. 1225-1287). Thus, it is clear that the possibility exists for the activation of the caspase cascade, although the exact mechanisms for doing so are not clear at this point. It is equally clear that insufficient activity of the caspase cascade and consequent apoptotic events are implicated in various types of cancer. The development of caspase cascade activators and inducers of apoptosis is a highly desirable goal in the development of therapeutically effective antineoplastic agents. Moreover, since autoimmune disease and certain degenerative diseases also involve the proliferation of abnormal cells, therapeutic treatment for these diseases could also involve the enhancement of the apoptotic process through the administration of appropriate caspase cascade activators and inducers of apoptosis.

[0010] EP520722 discloses derivatives of 4-anilino-quinazolines as inhibitors of the EGFR tyrosine kinase with antitumor activity:
j (Rb) n HN
~ ~N
Ra-N- _H
wherein, for example, Ra is hydrogen, trifluoromethyl, or vitro, n is 1; and Rb is halogen, trifluoromethyl or vitro.

[0011] EP602851 discloses quinazolines as inhibitors of the EGFR tyrosine kinase:
HN~~
~ ~N
(Ra) m N
wherein, for example Ra is hydroxy, amino, ureido, or trifluoromethoxy, m is 1, 2 or 3; Q is a 9 or 10-membered bicyclic heterocyclic moiety.

[0012] EP635498 discloses 4-anilino-quinazolines as inhibitors of the EGFR
tyrosine kinase:

/ (R3)n HN

N
R2 \ N~H
wherein, for example Rl includes hydroxy, amino or Cl~ alkoxy, RZ is hydrogen, hydroxy, or halogen, R3 is halogen, n is 1, 2 or 3.

[0013] EP635507 discloses tricyclic derivatives as inhibitors of the EGFR
tyrosine kinase:
/ (R3)n HN

R2 \ N- 'H
wherein, R~ and RZ together form an optionally substituted 5 or 6 membered ring containing at least one heteroatom; R3 includes hydrogen, hydroxy, or halogen, m is l,2or3.

[0014] W09609294 discloses substituted heteroaromatic compounds as inhibitors of protein tyrosine kinase:
Rs / ( R4 ) n -X
R2 \ N~R5 R' wherein, for example X is N or CH; Y is O, S, or NRa wherein Ra is H or C1_g alkyl;
R~, RZ, R3 and R3~ includes amino, hydrogen, hydroxy, or halogen; R4 includes amino, hydrogen, hydroxy, or halogen; n is 1, 2 or 3; R5 is selected from the group comprising hydrogen, halogen, trifluoromethyl, C1~ alkyl and C1.~ alkoxy; R6 is a group ZR7 wherein Z includes O, S or NH and R7 is an optionally substituted C3.~

cycloalkyl, or an optionally substituted 5,6,7,8,9,10-membered carbocyclic or heterocyclic moiety.

[0015] W09713771 discloses substituted heteroaromatic compounds as inhibitors of protein tyrosine kinase:

/ (R5) n Y
~ ~X
U
C Rl ) 1 N Rz wherein, for example X is N or CH; U represents a fused 5,6,7-membered heterocyclic ring; Y is O, S, or NRa wherein Ra is H or C1_8 alkyl; Rl included 5,6-membered heterocyclic ring, or amino, hydrogen, hydroxy, or halogen; n is 0, 1, 2 or 3. R2 is selected from the group comprising hydrogen, halogen, trifluoromethyl, C»
alkyl and C1~ alkoxy; R3 is a group ZR4 wherein Z includes O, S or NH and R4 is an optionally substituted C3_6 cycloalkyl, or an optionally substituted 5,6,7,8,9,10-membered carbocyclic or heterocyclic moiety. RS includes hydrogen, hydroxy, or halogen; n is 1, 2 or 3.

[0016] W09802438 discloses bicyclic heteroaromatic compounds as inhibitors of protein tyrosine kinase:
YOU
~Rl) P
~ ~X
A
~R" n N~Rz wherein, for example X is N or CH; Y is O, S, or NRa wherein Ra is H or C1_8 alkyl;
R" represents a phenyl group or a 5- or 6-membered heterocyclic ring, or amino, hydrogen, hydroxy, or halogen; n is 0 or 1. R~ includes amino, hydrogen, hydroxy, or halogen; p is 0 to 3. R2 is selected from the group comprising hydrogen, halogen, trifluoromethyl, C» alkyl and C1.~ alkoxy; U represents a 5 to 10-membered mono or bicyclic ring system; A represents a fused 5, 6, or 7-membered heterocyclic ring.

[0017] Myers et al. (Bioorg. Med. Chem. Lett. 7:421-424 (1997)) reported 4-(N-methyl-N-phenyl)amino-6,7-dimethoxyquinazoline as inhibitor of CSF-1R tyrosine kinase. It was reported that substitutions on the phenyl ring resulted in reduced activity. Replacement of the 6,7-dimethoxy groups by hydrogen resulted in more than 40-fold reduction in potency. Substitution in the 2-postion of quinazoline by a Cl or methoxy group resulted in inactive compounds (ICSO >50 pM).
\N /
/ /
~N
\o \ NJ

[0018] Rewcastle et al. (J. Med. Chem. 38:3482-3487 (1995)) reported 4-(phenylamino)-quinazolines as inhibitors of tyrosine kinase of Epidermal Growth Factor Receptor. It was reported that N-methylation of the amino group (R1 =
Me, RZ = R3 = R4 = H) completely abolished activity (ICSO >100,000 nM). The 6,7-dimethoxy compound (R1 = H, RZ = R3 = OMe, R4 = Br, ICso = 0.029 nM) was almost 1000-fold more potent than the corresponding non-substituted analog (R1 =
H, RZ = R3 = H, R4 = Br, ICso = 27 nM).
R1~N ~ / R

~N
R \ NJ

[0019] Bridges et al. (J. Med. Chem. 39:267-276 (1996)) reported analogs of 4-(3-bromoanilino)-6,7-dimethoxyquinazoline as inhibitors of tyrosine kinase of Epidermal Growth Factor Receptor. It was reported that introduction of a methyl group to the 2-position (R~ = Me, RZ = 3'-Br, R3 = H) resulted in at least 400,000-fold loss of potency (ICSO >10,000 nM) vs the hydrogen analog. Introduction of an amino group to the 2-position (RI = NH2, RZ = 3'-Br, R3 = H) also resulted in over 18,000-fold loss of potency (ICSO >10,000 nM). Methylation of the anilino nitrogen (R3 = Me) led to 6,000-fold drop in activity. The 4'-Br analog (ICSO = 0.96 nM) was almost 40-fold less active than the 3'-Br analog (ICSO = 0.025 nM), and the 2'-Br analog (ICSO = 128 nM) was at least 5,000-fold less active than the 3'-Br analog.

R3 wN
Me0 / /
-N
Me0 \ N- 'R1 SUMMARY OF THE INVENTION

[0020] The present invention is related to the discovery that 4-arylamino-quinazolines and analogs, as represented in Formula I-VIb below, are potent tubulin inhibitors and active in inhibiting topoisomerase, particularly topoisomerase II. They are activators of the caspase cascade leading to the activation of caspase-3 and inducers or promoters of apoptosis. Thus, they are useful in treating or delaying the onset of diseases and disorders that are responsive to the inhibition of tubulin or topoisomerase, or to the induction of apoptosis.

[0021] Accordingly, one aspect of the present invention is directed to the use of compounds of the present invention in inhibiting tubulin, in inducing capase activities, particularly caspase-3 activities, in inhibiting topoisomerase I
or II, and inducing or promoting apoptosis, by administering the compounds to cells in vitro or in vivo in warm-blood animals, particularly mammals.

[0022] Another aspect of the present invention is to provide a method for treating or delaying the onset of diseases and disorders that are responsive to inhibition of tubulin or topoisomerase II, including but not limited to neoplastic diseases (such as cancer), psoriasis, autoimmune diseases, and fungi infection. The method comprises administering to a subject mammal in need of the treatment a therapeutically effective amount of a compound of the present invention.

[0023] Many of the compounds as represented by Formula I-VIb below are novel compounds. Therefore, another aspect of the present invention is to provide novel compounds, and to also provide for the use of these novel compounds for treating, preventing or ameliorating neoplasia and cancer.

(0024] Yet another aspect of the present invention is to provide a pharmaceutical composition useful for treating disorders responsive to the inhibition of tubulin or topoisomerase II, and the induction of apoptosis, containing an effective amount of a compound of the present invention, preferably in admixture with one or more pharmaceutically acceptable carriers or diluents.

[0025] In yet another aspect of the present invention, methods are provided for the preparation of the novel compounds of the present invention.

[0026] The foregoing and other advantages and features of the invention, and the manner in which the same are accomplished, will become more readily apparent upon consideration of the following detailed description of the invention taken in conjunction with the accompanying examples, which illustrate preferred and exemplary embodiments.
BRIEF DESCRIPTION OF THE DRAWINGS

[0027] Figure 1 depicts the results of a Topoisomerase II activity assay testing Example 1 compound;
Figure 2 shows the results of a Topoisomere I activity assay testing Example 1 compound;
Figure 3 depicts the binding of radiolabeled Example 102 compound to Topoisomerase II.
DETAILED DESCRIPTION OF THE INVENTION

[0028] It has been discovered that compounds of the present invention are potent inhibitors of tubulin. It is also discovered that the compounds can also inhibit topoisomerase activities, such as topoisomerase II-dependent conversion of supercoiled DNA to topoisomers. The compounds are potent and highly efficacious activators of the caspase cascade particularly caspase-3, and inducers of apoptosis.
Therefore, the compounds are useful for treating diseases and disorders responsive to induction of apoptosis, inhibition of tubulin and/or inhibition of topoisomerase II.

[0029] Thus, the present invention provides a method of inhibiting tubulin in cells in vitro or in warm-blood animals, particularly mammals, more particularly humans.
As used herein, the term "inhibiting tubulin" means inhibiting the polymerization (or assembly) of tubulin monomers or promoting depolymerization of microtubles (i.e., tubulin disassembly). Inhibition of tubulin can be assayed, e.g., by the method described in Example 145 below. The present invention also provides a method for inhibiting topoisomerase II in cells in vitro or in warm-blood animals, particularly mammals, more particularly humans. As used herein, the term "inhibiting topoisomerase II" means inhibiting the activities of the enzyme topoisomerase II in topoisomerase II-dependent conversion of supercoiled DNA to topoisomers.
Inhibition of topoisomerase II activities can be assayed by, e.g., a method described in Example 151. In addition, the present invention also provides a method of activating caspase, particularly caspase-3 and inducing apoptosis in cells in vitro or in warm-blood animals, particularly mammals, more particularly humans. The term "activating caspase" as used herein means activating or enhancing the enzymatic (protease) activity of a caspase (e.g., caspase-3), which, if occurnng inside cells, results in promoted apoptosis or cell death. The ability of a compound in activating caspase, particularly caspase-3, can be assayed in a method as provided in Example 143 below. The term "inducing apoptosis" as used herein means inducing apoptosis in cells so as to cause cell death. The ability of a compound to induce apoptosis can be tested in a method as described in Example 147 below. Also provided are methods for treating or delaying the onset of diseases and disorders responsive to inhibiting tubulin, inhibiting topoisomerase II, activating caspase-3, or inducing apoptosis. Specific examples of such diseases and disorders are provided in details below.

[0030] The above various methods of the present invention can be practiced by or comprise treating cells in vitro or a warm-blood animal, particularly mammal, more particularly a human with an effective amount of a compound according to the present invention. As used herein, the phrase "treating ... with ... a compound"
means either administering the compound to cells or an animal, or administering to cells or an animal the compound or another agent to cause the presence or formation of the compound inside the cells or the animal. Preferably, the methods of the present invention comprise administering to cells in vitro or to a warm-blood animal, particularly mammal, more particularly a human a pharmaceutical composition comprising an effective amount of a compound according to the present invention.

[0031] Specifically, the methods of the present invention comprise treating cells in vitro or a warm-blood animal, particularly mammal, more particularly a human with an effective amount of a compound according to Formula I:
~ Ar Rl~ N L
~ ~B
A
D~ RZ
(I) or pharmaceutically acceptable salts or solvates thereof, wherein:
Ar is aryl or heteroaryl; each of which is optionally substituted by one or more substituents wherein each substituent is independently halo, hydroxy, hydroxy-C~_6 alkyl-, C1_6 alkyl-C(O)O-, amino, nitro, cyano, C~-6 alkyl, CZ-4 alkenyl, CZ-4 alkynyl, C1-6 acylamino, C1-6 acyloxy, C1-6 alkoxy, or C~_6 alkylthiol-;
R, is C1-6 alkyl, preferably methyl or ethyl, more preferably methyl;
A is an aromatic, heteroaromatic, heterocyclic, or carbocyclic ring; each of which is optionally substituted by one or more substituents wherein each substituent is as defined for Ar;
RZ is H, halo, nitro, cyano, azido, hydroxy, thiol, or a member of the group consisting of: amino, alkoxy, C~_6 alkyl, halo-C1_6 alkyl, CZ_6 alkenyl, CZ_6 alkynyl, hydroxyalkyl, amino-C~_6 alkyl, carboxy-C~_6 alkyl, nitro, cyano, acylamido, acyloxy, carboxy, carbonylamido, alkylthiol; each of which is optionally substituted by one or more substituents wherein each substituent is as defined for Ar;
L is (CRllRiz)n or NR11C0 wherein Rl~ and R~2 independently are hydrogen or alkyl optionally substituted by R,a, Rib, or R~~; wherein Rla, Rlb, and Ra are as defined for Ar;
n is 0, 1 or 2;
B and D are independently nitrogen or CR~3, wherein R13 is hydrogen, halo, nitro, cyano, azido, hydroxy, thiol, or a member of the group consisting of amino, alkoxy, C1_6 alkyl, halo-C1_6 alkyl, CZ_6 alkenyl, Cz_6 alkynyl, hydroxyalkyl, amino-C~_6 alkyl, carboxy-C~_6 alkyl, nitro, cyano, acylamido, acyloxy, carboxy, carbonylamido, alkylthiol; each of which is optionally substituted by one or more substituents wherein each substituent is as defined for Ar; and .
with the proviso that at least one of B and D is nitrogen.

[0032] Preferred compounds of Formula I include compounds wherein D is nitrogen, and B is CR~3. Other preferred compounds of Formula I include those having Formula Ia:
Rte ~L-Ar Rta N
Rs R \T~ /, ~ B~Rtz t s- ~ ',; '-A
Rs Rz Rts Rs Rn Rts (Ia) or pharmaceutically acceptable salts or solvates thereof, wherein:
A ring is a 6-membered aryl, heteroaryl or carbocycle;
L is [C(RLl)(R~)]" or -N(RLl)C(Or, wherein RLl and RLZ independently are H or C1_6 alkyl, n is 0, 1 or 2;
R~ is methyl or ethyl;
Ar is aryl or heteroaryl, each of which is optionally substituted by one or more substituents wherein each substituent is independently H, halo, N3, OH, thiol, vitro, CN, NH2, Cl_6 alkyl, CZ_6 alkenyl, C2_6 alkynyl, C1_6 alkoxy, C1_6 alkylthiol, halo-C1_6 alkyl, CZ_6 alkenyl-O-, C2_6 alkynyl-O-, hydroxy-Cl_6 alkyl, C1~
alkoxy-C ~ _6 alkyl, C ~ _6 acyl, C ~ _6 acyloxy, -C 1 ~ alkyl-C(O)O-C 1 _6 alkyl, -C(O)O-C1_6 alkyl, C,_6 alkyl-C(O)O-C~_6 alkyl-, C~_6 acylamido, N(Ra)(Rb), -C,~ alkyl-C(O)N(Ra)(Rb), -C(O)N(Ra)(Rb), N(Ra)(Rb)-CI_6 alkyl-, 3, 4, S, or 6-membered carbocycle, heterocycle, aryl, or heteroaryl, wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), CZ_6 hydroxyalkyl, or C»
alkyl, or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl); wherein any of the groups is optionally substituted with 1-3 substituents wherein each substituent is independently halo, N3, OH, thiol, vitro, CN, C1~ alkyl, CZ_6 alkenyl, C2_6 alkynyl, C1_6 alkoxy, C~_6 alkylthiol, C2~

alkenyl-O-, Cz_6 alkynyl-O-, hydroxy-C 1 _6 alkyl, C 1 _6 alkoxy-C 1 _6 alkyl, C, _6 acyl, C ~ _6 acyloxy, ~ I _6 alkyl-C(O)O-C 1 _6 alkyl, -C(O)O-C ~ _6 alkyl, C
1 _6 alkyl-C(O)O-Cl_6 alkyl-, C~_6 acylamido, N(Ra)(Rb), -C~_6 alkyl-C(O)N(Ra)(Rb), --C(O)N(Ra)(Rb), N(Ra)(Rb)-C1_6 alkyl-, wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), Cz_6 hydroxyalkyl, or C1_6 alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle;
Rz - R6, and R~ z - RI ~ are independently H, halo, N3, OH, thiol, nitro, CN, NHz, C 1 ~
alkyl, Cz_6 alkenyl, Cz_6 alkynyl, C,_6 alkoxy, C1_6 alkylthiol, halo-C1_6 alkyl, Cz~
alkenyl-O-, Cz_6 alkynyl-O-, hydroxy-C 1 _6 alkyl, C 1 _6 alkoxy-C 1 _6 alkyl, C ~ _6 acyl, C 1 _6 acyloxy, -C, _6 alkyl-C(O)O-C ~ _6 alkyl, B(O)O-C ~ _6 alkyl, C 1 _6 alkyl-C(O)O-C~_6 alkyl-, C1_6 acylamido, -N(Ra)(Rb), -C1-6 alkyl-C(O)N(Ra)(Rb), --C(O)N(Ra)(Rb), N(Ra)(Rb)-C1~ alkyl-, 3, 4, 5, or 6-membered carbocycle, heterocycle, aryl, or heteroaryl, wherein Ra and Rb are independently H, OH
(Ra and Rb are not both OH), Cz_6 hydroxyalkyl, or C ~ _6 alkyl, or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl);
wherein any of the groups is optionally substituted with 1-3 substituents wherein each substituent is independently halo, N3, OH, thiol, nitro, CN, C1_6 alkyl, Cz_6 alkenyl, Cz_6 alkynyl, C~_6 alkoxy, C1_6 alkylthiol, Cz_6 alkenyl-O-, Cz_6 alkynyl-O-, hydroxy-C 1 _6 alkyl, C 1 _6 alkoxy-C 1 _6 alkyl, C 1 _6 acyl, C 1 _6 acyloxy, -C 1 _6 alkyl-C(O)O-C~_6 alkyl, -C(O)O-C~_6 alkyl, C~_6 alkyl-C(O)O-C1_6 alkyl-, C1_6 acylamido, N(Ra)(Rb), -C~_6 alkyl-C(O)N(Ra)(Rb), -C(O)N(Ra)(Rb), N(Ra)(Rb)-C~_6 alkyl-, wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), Cz_6 hydroxyalkyl, or C~_6 alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle, with the proviso that when A is aryl or heteroaryl, then there are no substituents R~4-R,7; and B, D, Q, T, U and V, are independently carbon or nitrogen, wherein at least one of B
and D is nitrogen; wherein when B or D is nitrogen, then there is no substituent at the nitrogen; and wherein when A is heteroaryl and Q, T, U or V is nitrogen, then there is no substituent at the nitrogen.

[0033] Preferably, when the A ring is aryl or heteroaryl and U is carbon, then R5 is hydrogen or flourine, preferably hydrogen.

[0034] Other preferred compounds include compounds wherein ring A is benzo or fused cyclohexyl. Another group of preferred compounds include compounds wherein Ar is phenyl, naphthyl, pyridyl, pyridazyl, pyrimidyl, pyrazyl, quinolyl, isoquinolyl, isoxazolyl, pyrazolyl, imidazolyl, thienyl, furyl or pyrrolyl;
each of which is optionally substituted by one or more substituents wherein each substituent is independently halo, hydroxy, hydroxyCl_6 alkyl-, C~_6 alkyl-C(O)O-, amino, nitro, cyano, C~-C6 alkyl, C2-C4 alkenyl, CZ-C4 alkynyl, C1-C6 acylamino, C1-C6 acyloxy, C~-C6 alkoxy, or C1_6 alkylthiol-. More preferably, Ar is phenyl, pyridyl, pyridazyl, pyrimidyl or pyrazyl, each of which is optionally substituted by one or more substituents wherein each substituent is as defined immediately above.

[0035] Another group of preferred compounds of Formula Ia include compounds wherein RZ is H, halo, or a member of the group consisting of N3, C1~ alkoxy, C1~
alkylthiol, hydroxyCl~ alkyl, C1_4 alkyl and -N(Ra)(Rb) wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), Cz~ hydroxyalkyl, or C» alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, S or 6-membered heterocycle; each of the member is optionally substituted by 1-substituents wherein each substituent is independently halo, OH, or C1_4 alkyl.

[0036] In preferred embodiments of the compounds of Formula Ia, one or two of Q, T, U and V are nitrogen, and both B and D are nitrogen.

[0037] Other compounds of Formula I for use in the methods of the present invention include those having Formula Ib:
R~ o R~ ~ ~ Rg R3Rw N~ N \ Rs R4 / ~ N O R~
\
R5 N~R2 Rs ( or pharmaceutically acceptable salts or solvates thereof, wherein:
R~ is C1-4 alkyl, preferably methyl or ethyl, more preferably methyl;
Rz-R» are independently H, halo, N3, OH, thiol, nitro, CN, NHz, C~_6 alkyl, Cz_6 alkenyl, Cz_6 alkynyl, C1_6 alkoxy, C1_6 alkylthiol, halo-C~_6 alkyl, Cz_6 alkenyl-O-, Cz_6 alkynyl-O-, hydroxy-C ~ _6 alkyl, C ~ _6 alkoxy-C ~ _6 alkyl, C 1 _6 acyl, C 1 _6 acyloxy, -C, _6 alkyl-C(O)O-C1_6 alkyl, -C(O)O-C1_6 alkyl, CI_6 alkyl-C(O)O-C1_6 alkyl-, C~_6 acylamido, N(Ra)(Rb), -C~_6 alkyl-C(O)N(Ra)(Rb), -C(O)N(Ra)(Rb), N(Ra)(Rb)-Ct_ 6 alkyl-, 3, 4, 5, or 6-membered carbocycle, heterocycle, aryl, or heteroaryl, wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), Cz_6 hydroxyalkyl, or C1_6 alkyl, or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl); wherein any of the groups is optionally substituted with 1-3 substituents wherein each substituent is independently halo, N3, OH, thiol, nitro, CN, C1_6 alkyl, Cz_6 alkenyl, Cz_6 alkynyl, C~_6 alkoxy, C1_6 alkylthiol, Cz_6 alkenyl-O-, Cz_ 6 alkynyl-O-, hydroxy-C ~ _6 alkyl, C 1 _6 alkoxy-C 1 _6 alkyl, C, _6 acyl, C
1 _6 acyloxy, --C1-6 alkyl-C(O)O-C~_6 alkyl, --C(O)O-C,_6 alkyl, C1_6 alkyl-C(O)O-C1_6 alkyl-, C1_s acylamido, N(Ra)(Rb), -C1_6 alkyl-C(O)N(Ra)(Rb), -C(O)N(Ra)(Rb), N(Ra)(Rb)-C1_ 6 alkyl-, wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), Cz_6 hydroxyalkyl, or C1_6 alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, S or 6-membered heterocycle; wherein optionally two adjacent R7 - R,1 groups may together form a 3, 4, 5 or 6-membered aryl, heteroaryl, carbocycle, or heterocycle.

[0038] Preferably, RS is H or F, more preferably H. Also preferably Rz is Rz is H, halo, or a member of the group consisting of N3, C» alkoxy, C,.~ alkylthiol, hydroxy-C 1 ~ alkyl, C 1 ~ alkyl and N(Ra)(Rb) wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), Cz~ hydroxyalkyl, or C, ~ alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle (e.g., morpholino); each of the member is optionally substituted by 1-4 substituents wherein each substituent is independently halo, OH, or C 1 ~ alkyl.

[0039) Other preferred compounds of Formula I for the methods of the invention include those having Formula Ic:
Rs Rio ~ R8 R~~ ~ ~R~
R Rw N

/ ~N
Rz (Ic) or pharmaceutically acceptable salts or solvates thereof, wherein:
R~ is C~-4 alkyl, preferably methyl or ethyl, more preferably methyl;
RZ-R» are independently H, halo, N3, OH, thiol, nitro, CN, NH2, C~_6 alkyl, CZ_6 alkenyl, C2_6 alkynyl, C~_6 alkoxy, C1_6 alkylthiol, halo-C1_6 alkyl, CZ_6 alkenyl-O-, CZ_6 alkynyl-O-, hydroxy-C1_6 alkyl, C1_6 alkoxy-C~_6 alkyl, C1_6 acyl, C~_6 acyloxy, -C ~ ~ alkyl-C(O)O-C 1 _6 alkyl, -C(O)O-C ~ _6 alkyl, C, _6 alkyl-C(O)O-C 1 _6 alkyl-, C 1 _6 acylamido, N(Ra)(Rb), -C1-6 alkyl-C(O)N(Ra)(Rb), ~(O)N(Ra)(Rb), N(Ra)(Rb)-C1-6 alkyl-, 3, 4, 5, or 6-membered carbocycle, heterocycle, aryl, or heteroaryl, wherein Ra and Rb are independently H, OH (RS and Rb are not both OH), CZ_6 hydroxyalkyl, or C~_6 alkyl, or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl); wherein any of the groups is optionally substituted with 1-3 substituents wherein each substituent is independently halo, N3, OH, thiol, nitro, CN, C1_6 alkyl, CZ_6 alkenyl, C2_6 alkynyl, C~_6 alkoxy, C1_6 alkylthiol, CZ_6 alkenyl-O-, C2_ 6 alkynyl-O-, hydroxy-C, _6 alkyl, C 1 _6 alkoxy-C ~ _6 alkyl, C ~ _6 acyl, C
1 _6 acyloxy, -C~_6 alkyl-C(O)O-C,_6 alkyl, --C(O)O-C~_6 alkyl, C1_6 alkyl-C(O)O-C~_6 alkyl-, C~_6 acylamido, -N(Ra)(Rb), -C,_6 alkyl-C(O)N(Ra)(Rb), ~(O)N(Ra)(Rb), N(Ra)(Rb)-C1_6 alkyl-, wherein Ra and Rb are independently H, OH (R8 and Rb are not both OH), Cz_6 hydroxyalkyl, or C~_6 alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle; wherein optionally two adjacent R7 - Ri 1 groups may together form a 3, 4, S or 6-membered aryl, heteroaryl, carbocycle, or heterocycle.

[0040] Preferably, RS is H or F, more preferably H. Also preferably Rz is H, halo, or a member of the group consisting of: N3, C1~ alkoxy, C,~ alkylthiol, hydroxy-C»
alkyl, C1~ alkyl and -N(Ra)(Rb) wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), Cz_4 hydroxyalkyl, or C» alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle (e.g., morpholino); each of the member is optionally substituted by 1-4 substituents wherein each substituent is independently halo, OH, or C1~ alkyl.

[0041] Another group of compounds useful in the various methods of the present invention are those represented by Formula II:
R R~~N/Ar Ra~T/Q ~ B/Ri2 (II) y Rs/ ~ ~ R2 or pharmaceutically acceptable salts or solvates thereof, wherein:
Ar is as defined in Formula Ia above;
R~ is a C1_3 alkyl, preferably methyl or ethyl;
Rz - Rb, R~z and R~3 are independently H, halo, N3, OH, thiol, nitro, CN, NHz, alkyl, Cz_6 alkenyl, Cz_6 alkynyl, C1_6 alkoxy, C1_6 alkylthiol, halo-C,_6 alkyl, Cz~
alkenyl-O-, Cz_6 alkynyl-O-, hydroxy-C ~ _6 alkyl, C ~ _6 alkoxy-C ~ _6 alkyl, C 1 _6 acyl, C1_6 acyloxy, -C,_6 alkyl-C(O)O-C,_6 alkyl, --C(O)O-C1_6 alkyl, C~_6 alkyl-C(O)O-CI_6 alkyl-, C~_6 acylamido, -N(Re)(Rb); -C~_6 alkyl-C(O)N(Ra)(Rb), -C(O)N(Ra)(Rb), N(Ra)(Rb)-C1~ alkyl-, 3, 4, 5, or 6-membered carbocycle, heterocycle, aryl, or heteroaryl, wherein Ra and Rb are independently H, OH
(Ra and Rb are not both OH), Cz_6 hydroxyalkyl, or C, _6 alkyl, or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, S or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl);
wherein any of the groups is optionally substituted with 1-3 substituents wherein each substituent is independently halo, N3, OH, thiol, nitro, CN, C~_6 alkyl, C2.~
alkenyl, C2_6 alkynyl, C~_6 alkoxy, C~_6 alkylthiol, Cz_6 alkenyl-O-, CZ_6 alkynyl-O-, hydroxy-C 1 _6 alkyl, C 1 ~ alkoxy-C ~ _6 alkyl, C ~ _6 acyl, C 1 _6 acyloxy, -C 1-6 alkyl-C(O)O-C ~ _6 alkyl, -C(O)O-C, _6 alkyl, C 1 _6 alkyl-C(O)O-C, _6 alkyl-, C 1 _6 acylamido, -N(Ra)(Rb), -C1~ alkyl-C(O)N(Ra)(Rb), -C(O)N(Ra)(Rb), N(Ra)(Rb)-C~_6 alkyl-, wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), CZ_6 hydroxyalkyl, or C, _6 alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, S or 6-membered heterocycle; preferably, when U is C, RS is H or F, preferably H; and B, D, Q, T, U and V are independently C or N, wherein at least one of B and D
is nitrogen. In some embodiments, at least one of Q, T, U and V is N. In one embodiment, D is N and B is C. In another embodiment, B is N and D is C. In another specific embodiment, both B and D are N. In all embodiments, preferably when B, D, Q, T, U or V is N, there is no substituent at the N.

[0042] Other preferred compounds include compounds wherein Ar is phenyl, naphthyl, pyridyl, pyridazyl, pyrimidyl, pyrazyl, quinolyl, isoquinolyl, isoxazolyl, pyrazolyl, imidazolyl, thienyl, furyl or pyrrolyl; each of which is optionally substituted by one or more substituents wherein each substituent is as defined immediately above. More preferably, Ar is phenyl, pyridyl or pyridazyl, pyrimidyl, pyrazyl, each of which is optionally substituted by one or more substituents wherein each substituent is as defined immediately above. Another group of preferred compounds of Formula II include compounds wherein RZ is a member of the group consisting of H, halo, N3, C 1 ~ alkoxy, C 1 ~ alkylthiol, hydroxyC, ~ alkyl, C, _4 alkyl, and -N(Ra)(Rb) wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), Cz~ hydroxyalkyl, or C» alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle; each of the member being optionally substituted by 1-4 substituents wherein each substituent is independently halo, OH, or C1~ alkyl.

[0043] In preferred embodiments of the compounds of Formula II, one or two of Q, T, U and V are N, and both B and D are N.

[0044] Another group of preferred compounds that may be employed in the methods 1~

of the present invention are represented by Formula III:
R3 R1~N/Ar R4 ~ B~Ri2 Rls ~ ~\ (III) Rs Ris ~ Ri7 R13 Rs or pharmaceutically acceptable salts or solvates thereof, wherein:
Ar is as defined above in Formula Ia and II;
R, is a C1_3 alkyl, preferably methyl or ethyl, more preferably methyl;
RZ-R6 and R12-R» are independently H, halo, N3, OH, thiol, vitro, CN, NH2, C~_6 alkyl, CZ_6 alkenyl, CZ_6 alkynyl, C~_6 alkoxy, C1_6 alkylthiol, halo-C1_6 alkyl, C2_6 alkenyl-O-, Cz_6 alkynyl-O-, hydroxy-C 1 _6 alkyl, C ~ _6 alkoxy-C, _6 alkyl, C 1 _6 acyl, C ~ _6 acyloxy, --C 1 _6 alkyl-C(O)O-C ~ _6 alkyl, -C(O)O-C ~ _6 alkyl, C 1 _6 alkyl-C(O)O-C,_6 alkyl-, Ci_6 acylamido, N(Ra)(Rb), -Ci-6 alkyl-C(O)N(Ra)(Rb), -C(O)N(Ra)(Rb), N(Ra)(Rb)-C~_6 alkyl-, 3, 4, 5, or 6-membered carbocycle, heterocycle, aryl, or heteroaryl, wherein Ra and Rb are independently H, OH
(Ra and Rb are not both OH), CZ_6 hydroxyalkyl, or C1_6 alkyl, or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl);
wherein any of the groups is optionally substituted with 1-3 substituents wherein each substituent is independently halo, N3, OH, thiol, vitro, CN, C~_6 alkyl, Cz_6 alkenyl, CZ_6 alkynyl, C~_6 alkoxy, C1_6 alkylthiol, Cz_6 alkenyl-O-, CZ_6 alkynyl-O-, hydroxy-C ~ _6 alkyl, C ~ ~ alkoxy-C 1 _6 alkyl, C ~ _6 acyl, C 1 _6 acyloxy, -C 1 _6 alkyl-C(O)O-C 1 _6 alkyl, -C(O)O-C 1 _6 alkyl, C, _6 alkyl-C(O)O-C 1 _6 alkyl-, C ~ _6 acylamido, -N(Ra)(Rb), -C,~ alkyl-C(O)N(Ra)(Rb), -C(O)N(Ra)(Rb), N(Ra)(Rb)-C1_6 alkyl-, wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), CZ_6 hydroxyalkyl, or C~_6 alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle; and B and D are independently C or N, wherein at least one of B and D is N, and when B
or D is N, then there is no substituent at the nitrogen atom.

[0045] Other preferred compounds according to Formula III include compounds wherein Ar is phenyl, naphthyl, pyridyl, pyridazyl, pyrimidyl, pyrazyl, quinolyl, isoquinolyl, isoxazolyl, pyrazolyl, imidazolyl, thienyl, furyl or pyrrolyl;
each of which is optionally substituted by one or more substituents wherein each substituent is as defined immediately above. More preferably, Ar is phenyl, pyridyl pyridazyl, pyrimidyl, or pyrazyl, each of which is optionally substituted by one or more substituents wherein each substituent is as defined immediately above. In one embodiment, Ar is pyridyl pyridazyl, pyrimidyl, or pyrazyl, each of which is optionally substituted by one or more substituents as defined above for Ar.
Also preferably RZ is a member of the group consisting of H, halo, N3, C» alkoxy, C1~
alkylthiol, hydroxyC 1 ~ alkyl, C 1 _4 alkyl, and -N(Ra)(Rb) wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), C2~ hydroxyalkyl, or C~.~
alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, or 6-membered heterocycle; each of the member being optionally substituted by 4 substituents wherein each substituent is independently halo, OH, or C1_4 alkyl. In preferred embodiments of the compounds of Formula III, both B and D are N.

[0046] Preferably a compound according to Formula III is other than (5,6,7,8-tetrahydro-quinazolin-4-yl)-phenyl-ethyl-amine.

[0047] More preferably, the methods of inhibiting tubulin, inhibiting topoisomerase II, activating caspase-3, inducing apoptosis and treating or delaying the onset of diseases and disorders responsive to the inhibition of tubulin or topoisomerase II or to the activation of caspase-3 or induction of apoptosis comprise administering an effective amount of a compound or a pharmaceutical composition containing an effective amount of the compound, which compound is represented by any one of Formulae N, IVa, IVb, V, Va, Vb, Vc, VI, VIa and VIb, and each and all embodiments thereof and salts or solvates thereof, as provided below.

[0048] Additional compounds useful in such methods, particularly the methods of inhibiting tubulin, inhibiting topoisomerase II, activating caspase-3 and inducing apoptosis, and treating diseases and disorders responsive to the inhibition of tubulin or topoisomerase II, or activating caspase-3 and inducing apoptosis include compounds according to Formula IV:
R1o Rs /~

R1w N
W
Ra R R

Rl4w i R4iT~Q \
B.

R15 ~
~ R12 ; ~
A: ~
U
~

~ R
~~V Rl~
R1s i i~ 2 ()V) and pharmaceutically acceptable salts and solvates thereof, wherein:
Rl is methyl or ethyl, preferably methyl;
A ring is a carbocycle, aryl or heteroaryl;
R2-R» are independently H, halo, N3, OH, thiol, nitro, CN, NHz, C1_6 alkyl, Cz_6 alkenyl, CZ_6 alkynyl, C1_6 alkoxy, C~_6 alkylthiol, halo-C~_6 alkyl, Cz_6 alkenyl-O-, C2~ alkynyl-O-, hydroxy-C~_6 alkyl, C,_6 alkoxy-C,_6 alkyl, C1_6 acyl, C1_6 acyloxy, -C1_6 alkyl-C(O)O-C~_6 alkyl, --C(O)O-C,_6 alkyl, C1_6 alkyl-C(O)O-C1_6 alkyl-, C~_6 acylamido, -N(Ra)(Rb), -C~_6 alkyl-C(O)N(Ra)(Rb), -C(O)N(Ra)(Rb), N(Ra)(Rb)-C1~ alkyl-, 3, 4, S, or 6-membered carbocycle, heterocycle, aryl, or heteroaryl, wherein Ra and Rb are independently H, OH
(Ra and Rb are not both OH), CZ_6 hydroxyalkyl, or C,_6 alkyl, or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl);
wherein any of the groups is optionally substituted with 1-3 substituents wherein each substituent is independently halo, N3, OH, thiol, nitro, CN, C1_6 alkyl, Cz_6 alkenyl, Cz_6 alkynyl, C1_6 alkoxy, C1_6 alkylthiol, C2_6 alkenyl-O-, CZ_6 alkynyl-O-, hydroxy-C, _6 alkyl, C, ~ alkoxy-C 1 _6 alkyl, C ~ _6 acyl, C 1 _6 acyloxy, -C 1 _6 alkyl-C(O)O-C1_6 alkyl, -C(O)O-C,_6 alkyl, C1_6 alkyl-C(O)O-C~_6 alkyl-, C1-s acylamido, N(Ra)(Rb), -C1~ alkyl-C(O)N(Ra)(Rb), --C(O)N(Ra)(Rb), N(Ra)(Rb)-C~_6 alkyl-, wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), CZ_6 hydroxyalkyl, or C1_6 alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle, wherein optionally any two adj acent R7 - Rl ~ groups together form a 3, 4, 5 or 6-membered caxbocycle or heterocycle, with the proviso that when A
is aryl or heteroaryl, then there are no substituents R14-R17; and B, D, Q, T, U, V, W, X, Y, and Z are independently C or N, wherein at least one of B
and D is N; wherein when B, D, W, X, Y, or Z is N, then there is no substituent at the N; and wherein when A is heteroaryl and Q, T, U or V is N, then there is no substituent at the N.

[0049] Preferably when the A ring is aryl or heteroaryl and U is C, RS is not alkoxy.
More preferably, when the A ring is aryl or heteroaryl and U is C, then RS is H or F, preferably H.

[0050] In some embodiments of the compounds of Formula IV, one of W, X, Y and Z is N. In other embodiments of the compounds of Formula IV, two of W, X, Y
and Z are N. In any of the embodiments, preferably one or two of Q, T, U and V are N.
In preferred embodiments, B and D both are N.

[0051] Further additional compounds in addition to the compounds represented by Formulae IV, IVa, IVb, V, Va, Vb, Vc, VI, VIa and VIb, and all embodiments thereof, which are useful in the methods of the present invention, particularly the methods of inhibiting tubulin, inhibiting topoisomerase II, activating caspase-3 and inducing apoptosis, and treating diseases and disorders responsive to the inhibition of tubulin or topoisomerase II, activating caspase-3 and inducing apoptosis, include compounds according to Formula VI:

R~ o R< R$
R4~T~Q
~/Uy (VI) or pharmaceutically acceptable salts or solvates thereof, wherein:
R, is methyl or ethyl, preferably methyl;
RS is H or F, preferably H;
RZ - R4, R6 - R, 3 are independently H, halo, N3, OH, thiol, nitro, CN, NHz, C
1 _6 alkyl, CZ_6 alkenyl, CZ_6 alkynyl, C1_6 alkoxy, C,_6 alkylthiol, halo-C~_6 alkyl, CZ~
alkenyl-O-, Cz_6 alkynyl-O-, hydroxy-C 1 _6 alkyl, C, _6 alkoxy-C 1 _6 alkyl, C 1 _6 acyl, C 1 _6 acyloxy, --C 1 _6 alkyl-C(O)O-C 1 _6 alkyl, -C(O)O-C 1 _6 alkyl, C ~ _6 alkyl-C(O)O-Ci_6 alkyl-, C1_6 acylamido, N(Ra)(Rb), -C~_6 alkyl-C(O)N(Ra)(Rb), -C(O)N(Ra)(Rb), N(Ra)(Rb)-C1_6 alkyl-, 3, 4, 5, or 6-membered carbocycle, heterocycle, aryl, or heteroaryl, wherein Ra and Rb are independently H, OH
(Ra and Rb are not both OH), CZ_6 hydroxyalkyl, or C~_6 alkyl, or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl);
wherein any of the groups is optionally substituted with 1-3 substituents wherein each substituent is independently halo, N3, OH, thiol, nitro, CN, C1~ alkyl, CZ_6 alkenyl, C2_6 alkynyl, C,_6 alkoxy, C1_6 alkylthiol, CZ_6 alkenyl-O-, CZ_6 alkynyl-O-, hydroxy-C 1 _6 alkyl, C, ~ alkoxy-C 1 _6 alkyl, C ~ _6 acyl, C 1 _6 acyloxy, -C ~ _6 alkyl-C(O)O-C1_6 alkyl, B(O)O-C,_6 alkyl, C,_6 alkyl-C(O)O-C1_6 alkyl-, C,_6 acylamido, -N(Ra)(Rb), --C~_6 alkyl-C(O)N(Ra)(Rb), -C(O)N(Ra)(Rb), N(Ra)(Rb)-CI_6 alkyl-, wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), CZ_6 hydroxyalkyl, or C1_6 alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle, wherein optionally any two adjacent R7 - Rl ~ groups together form a 3, 4, 5 or 6-membered carbocycle or heterocycle; and B, D, Q, T, U and V are independently C or N, provided that at least one of B
and D
is N; wherein when B, D, Q, T, U or V is N, then there is no substituent at the N.

[0052] In some embodiments of the compounds according to Formula VI, one or two of Q, T, U and V are N. In preferred embodiments, both B and D are N.

[0053] Further additional compounds useful in such methods, particularly the methods of inhibiting tubulin, inhibiting topoisomerase II, activating caspase-3 and inducing apoptosis, and treating diseases and disorders responsive to the inhibition of tubulin or topoisomerase II, activating caspase-3 and inducing apoptosis, include compounds according to Formula VIa:
Rio R~ ~ /
Rs R~ \ N \ Rs R4~ ~Q R~
T ~ ~N
/U\
R5 i N R2 Rs (VIa) or pharmaceutically acceptable salts or solvates thereof, wherein:
R~ is methyl or ethyl, preferably methyl;
RS is H or F, preferably H;
RZ - R4, R.~ - R~ 1 are independently H, halo, N3, OH, thiol, nitro, CN, NH2, C ~ _6 alkyl, C2_6 alkenyl, Cz_6 alkynyl, C,_6 alkoxy, C~_6 alkylthiol, halo-C1_6 alkyl, Cz_6 alkenyl-O-, CZ_6 alkynyl-O-, hydroxy-C1_6 alkyl, C~_6 alkoxy-C,_6 alkyl, C1_6 acyl, C 1 _6 acyloxy, -C ~ _6 alkyl-C(O)O-C, _6 alkyl, -C(O)O-C ~ _6 alkyl, C
1 _6 alkyl-C(O)O-C,_6 alkyl-, C,_6 acylamido, N(Ra)(Rb), --C,~ alkyl-C(O)N(Ra)(Rb), ~(O)N(Ra)(Rb), N(Ra)(Rb)-C1_6 alkyl-, 3, 4, 5, or 6-membered carbocycle, heterocycle, aryl, or heteroaryl, wherein Ra and Rb are independently H, OH
(R$
2~

and Rb are not both OH), C2_6 hydroxyalkyl, or C~_6 alkyl, or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, S or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl);
wherein any of the groups is optionally substituted with 1-3 substituents wherein each substituent is independently halo, N3, OH, thiol, nitro, CN, C~_6 alkyl, CZ_6 alkenyl, CZ_6 alkynyl, C1_6 alkoxy, C1_6 alkylthiol, CZ_6 alkenyl-O-, CZ_6 alkynyl-O-, hydroxy-C 1 _6 alkyl, C 1 _6 alkoxy-C 1 _6 alkyl, C 1 _6 acyl, C 1 _6 acyloxy, -C ~ _6 alkyl-C(O)O-C~_6 alkyl, -C(O)O-C,_6 alkyl, C1_6 alkyl-C(O)O-C,_6 alkyl-, Ci_6 acylamido, -N(Ra)(Rb), -C~_6 alkyl-C(O)N(Ra)(Rb), -C(O)N(Ra)(Rb), N(Ra)(Rb)-C~_6 alkyl-, wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), CZ_6 hydroxyalkyl, or C~_6 alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle, wherein optionally any two adjacent R7 - R> > groups together form a 3, 4, 5 or 6-membered carbocycle or heterocycle; and Q, T, U and V are independently C or N, wherein when Q, T, U or V is N, then there is no substituent at the N.

[0054] In some embodiments of the compounds according to Formula VIa, one or two of Q, T, U and V are N.

[0055] Still further additional compounds useful in such methods, particularly the methods of inhibiting tubulin or topoisomerase II, activating caspase-3 and inducing apoptosis, and treating diseases and disorders responsive to the inhibition of tubulin or topoisomerase II, activating caspase-3 and inducing apoptosis, include compounds according to Formula VIb:

R~ o R~ ~ ~ Rs R1 \
R3 N F~
R~
~N
Y ~ N RZ
(VIb) or pharmaceutically acceptable salts or solvates thereof, wherein:
R~ is methyl or ethyl, more preferably methyl;
RS is H or F, preferably H;
Rz - R4, Rb - Rl 1 are independently H, halo, N3, OH, thiol, nitro, CN, NH2, C
~ _6 alkyl, Cz_6 alkenyl, CZ_6 alkynyl, C~_6 alkoxy, C1_6 alkylthiol, halo-C1_6 alkyl, C2_6 alkenyl-O-, CZ_6 alkynyl-O-, hydroxy-C, _6 alkyl, C 1 _6 alkoxy-C 1 _6 alkyl, C ~ _6 acyl, C1_6 acyloxy, -C1_6 alkyl-C(O)O-C1_6 alkyl, B(O)O-C1_6 alkyl, C~_6 alkyl-C(O)O-C,_6 alkyl-, C1_6 acylamido, N(Ra)(Rb), -C1~ alkyl-C(O)N(Ra)(Rb), -C(O)N(Ra)(Rb), N(Ra)(Rb)-C1~ alkyl-, 3, 4, 5, or 6-membered carbocycle, heterocycle, aryl, or heteroaryl, wherein Ra and Rb are independently H, OH
(Ra and Rb are not both OH), Cz_6 hydroxyalkyl, or C1_6 alkyl, or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl);
wherein any of the groups is optionally substituted with 1-3 substituents wherein each substituent is independently halo, N3, OH, thiol, nitro, CN, C,~ alkyl, CZ~
alkenyl, CZ_6 alkynyl, C, _6 alkoxy, C ~ _6 alkylthiol, CZ_6 alkenyl-O-, Cz_6 alkynyl-O-, hydroxy-C 1 _6 alkyl, C 1 _6 alkoxy-C 1 _6 alkyl, C ~ _6 acyl, C 1 _6 acyloxy, -C, _6 alkyl-C(O)O-C~_6 alkyl, -C(O)O-CI_6 alkyl, C1_6 alkyl-C(O)O-C~_6 alkyl-, Ci_s acylamido, -N(Ra)(Rb), -Cite alkyl-C(O)N(Ra)(Rb), -C(O)N(Ra)(Rb), N(Ra)(Rb)-C1_6 alkyl-, wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), Cz_6 hydroxyalkyl, or C1_6 alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle, wherein optionally any two adjacent R7 - Rl l groups together form a 3, 4, S or 6-membered carbocycle or heterocycle.

[0056] In the various embodiments of the above methods of the present invention, preferably the compounds administered in the methods of the invention are able to induce caspase activation as determined by the method and under conditions (meansurement at 24 hours) described in Example 143, preferably at an ECSO no greater than 1,000 nM, more preferably at an ECSO no greater than about 500 nM, more preferably at an ECso no greater than about 200 nM, more preferably at an ECso no greater than about 100 nM, even more preferably at an ECso no greater than about 50 nM, and most preferably at an ECso no greater than about 10 nM. Also preferred in the above methods of the invention are compounds of Formula I-VIb, and pharmaceutically acceptable salts or solvates thereof, that are able to inhibit tubulin at an ICso of no greater than about 2,000 nM, more preferably no greater than about 1,000 nM, most preferably less than about 500 nM, as determined by the method and under conditions described in Example 145.

[0057] Exemplary compounds useful in the methods of the invention include, but are not limited to, compounds in Examples 1-142; and pharmaceutically acceptable salts or solvates thereof, and:
(2-Chloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(4-methyl-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(4-chloro-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(4-nitro-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(4-trifluoromethoxy-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-phenyl-methyl-amine;
Nz-Hydroxyl-N4-(4-methoxy-phenyl)-N4-methyl-quinazoline-2,4-diamine;
NZ-(2-Hydroxylethyl)-N4-(4-methoxy-phenyl)-N4-methyl-quinazoline-2,4-diamine;
N4-(4-methoxy-phenyl)-N4-methyl-quinazoline-2,4-diamine;
NZ-(3,7-Dimethyl-octa-2,6-dienyl)-N4-(4-methoxy-phenyl)-N4-methyl-quinazoline-2,4-diamine;
N4-(4-Methoxy-phenyl)-N4-methyl-NZ-(2-morpholin-4-yl-ethyl)-quinazoline-2,4-diamine;

(4-Methoxy-phenyl)-methyl-(2-morpholin-4-yl-quinazolin-4-yl)-amine;
N2-(3, 7-Dimethyl-octa-2, 6-dienyl)-N4-(4-methyl-phenyl)-N4-methyl-quinazoline-2,4-diamine;
(2-Chloro-6, 7-dimethoxyquinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(5,6,7,8-Tetrahydro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(4-methoxy-benzyl)-methyl-amine;
(4-Methoxy-phenyl)-methyl-quinazolin-4-yl-amine;
(4-Methyl-phenyl)-methyl-quinazolin-4-yl-amine;
(2-Chloro-quinazolin-4-yl)-(6-methoxy-pyridin-3-yl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-isopropyl-(4-methoxy-phenyl)-amine;
(2-Chloro-quinazolin-4-yl)-cyclohexyl-(4-methoxy-phenyl)-amine;
(2-Chloro-quinazolin-4-yl)-(2,3-dimethoxy-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-ethyl-(4-methoxy-phenyl)-amine;
(2-Chloro-quinazolin-4-yl)-(2,4-dimethoxy-phenyl)-methyl-amine;
(2-Chlaro-quinazolin-4-yl)-(2,5-dimethoxy-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(3-methoxy-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(2-methoxy-phenyl)-methyl-amine;
4-Chloro-benzoic acid N'-methyl-N'-(2-methylthio-quinazolin-4-yl)-hydrazide;
Benzoic acid N'-methyl-N'-(2-methylthio-quinazolin-4-yl)-hydrazide;
Thiophene-2-carboxylic acid N'-methyl-N'-(2-methylthio-quinazolin-4-yl)-hydrazide;
NZ-[2-( 1 H-Imidazol-4-yl)-ethyl]-N4-(4-methoxy-phenyl)-N4-methyl-quinazoline-2,4-diamine;
N2-(3-Dimethylamino-propyl)-N4-(4-methoxy-phenyl)-N4-methyl-quinazoline-2,4-diamine;
NZ-(2-Hydroxyethyl)-N4-(6-methoxypyridin-3-yl)-N4-methyl-quinazoline-2,4-diamine;
N4-(6-methoxypyridin-3-yl)-N4-methyl-quinazoline-2,4-diamine;
(2-Chloro-quinazolin-4-yl)-(4-methylcarboxyphenyl)-methyl-amine;
(2-methoxy-quinazolin-4-yl)-(4-methoxyphenyl)-methylamine;
(2-Chloro-quinazolin-4-yl)-(4-hydroxyphenyl)-methylamine;

(2-Fluoromethyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2-Chloro-6-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2-Chloro-7-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2-Chloro-5-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2-Chloro-8-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2,6-Dichloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2, 7-Dichloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(5-Chloro-2-isopropoxy-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(Isoquinolin-1-yl)-(4-methoxy-phenyl)-methyl-amine;
(4-Methoxy-phenyl)-methyl-(quinolin-4-yl)-amine;
(2-Chloro-quinazolin-4-yl)-(3,4-methylenedioxyphenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(3,4-dimethoxy-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(4-phenoxy-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(4-propoxy-phenyl)-methyl-amine;
(4-Methoxy-phenyl)-methyl-(2-methyl-quinazolin-4-yl)-amine;
4-Methoxy-benzoic acid N'-methyl-N'-(2-trifluoromethyl-quinazolin-4-yl)-hydrazide;
3-Methyl-benzoic acid N'-methyl-N'-(2-methylthio-quinazolin-4-yl)-hydrazide;
4-Fluoro-benzoic acid N'-methyl-N'-(2-methylthio-quinazolin-4-yl)-hydrazide; and 2-Fluoro-benzoic acid N'-methyl-N'-(2-trifluoromethyl-quinazolin-4-yl)-hydrazide;
(2-Chloro-quinazolin-4-yl)-(2, S-dimethoxy-phenyl)-amine;
5-Chloro-Nz,N4-bis-(4-methoxy-phenyl)-NZ,N4-dimethyl-quinazoline-2,4-diamine;
(2-Chloromethyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2-Ethyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2-Hydroxymethyl-quinazolin-4-yl)-4-methoxy-phenyl)-methyl-amine;
(2-Dimethylaminomethyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amore;
(4-Methoxy-phenyl)-(2-phenyl-quinazolin-4-yl)-methyl-amine;

(4-Difluoromethoxy-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(3-Fluoro-4-methoxy-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(4-Isopropoxy-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(4-Ethyl-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(2-Methyl-quinazolin-4-yl)-(2,4,6-trimethoxy-phenyl)-methyl-amine;
(2,8-Dichloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2,5-Dichloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(5-Methoxy-2-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(4-Methoxy-phenyl)-(2-methyl-pyrido[2,3-d]pyrimidin-4-yl)-methyl-amine;
(4-Hydroxy-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(4-ethoxy-phenyl)-methylamine;
(2-Methyl-quinazolin-4-yl)-(6-methoxy-pyridin-3-yl)-methyl-amine;
(2-Fluoro-4-methoxy-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(2-Methyl-quinazolin-4-yl)-(4-nitro-phenyl)-methyl-amine;
(4-Amino-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(4-Azido-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(4-Amino-2,6-dibromo-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(4-Amino-2-bromo-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(4-Dimethylamino-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(4-Ethoxy-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(4-Methoxy-phenyl-2,3,5,6-d4)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(4-Methoxy-phenyl)-(2-methyl-6-nitro-quinazolin-4-yl)-methyl-amine;
(6-Amino-2-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(6-Azido-2-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(7-Amino-2-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(7-Azido-2-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amore;
Ethyl 4-(N-(4-Methoxy-phenyl)-N-methylamino)quinazoline-2-carboxylate;
Succinimidyl 4-(N-Methyl-N-(2-methylquinazolin-4-yl)amino)benzoic Acid Ester;
(2-Methylthio-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2-Azido-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;

(2-Dimethylamino-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2-Methylamino-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(4-Fluoro-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(6-Methoxy-pyridazin-3-yl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(5-Methoxy-pyrazin-2-yl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(2-Dimethylamino-quinazolin-4-yl)-(6-methoxy-pyridin-3-yl)-methyl-amine;
(2-Methylamino-quinazolin-4-yl)-(6-methoxy-pyridin-3-yl)-methyl-amine;
(5-Methoxy-pyridin-2-yl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
Difluoromethyl-(4-methoxy-phenyl)-(2-methyl-quinazolin-4-yl)-amine;
(4-Methoxy-phenyl)-(2-methyl-pteridin-4-yl)-methyl-amine;
(5-Methoxy-pyrimidin-2-yl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
and pharmaceutically acceptable salts or solvates thereof.

[0058] The present invention also provides novel compounds, which are potent tubulin inhibitors, topoisomerase II inhibitors, caspase-3 activators and/or apoptosis inducers/promoters. Specifically, the novel compounds of the present invention are represented by Formula IV and pharmaceutically acceptable salts or solvates thereof:
Rio Y
R11~Z/ ~Rs R1\ ~ iX~~
R N W

R14~ ' R~
Ra~T~Q \ B.
R15 ( ~~ A; ~ R12 R16 V~R1~ D R2 R6 R13 (N) wherein R~ is methyl or ethyl, and preferably methyl;
A ring is a carbocycle, aryl or heteroaryl;
RZ-R,7 are independently H, halo, N3, OH, thiol, nitro, CN, NHz, C,~ alkyl, C2~
alkenyl, CZ_6 alkynyl, C~_6 alkoxy, C1_6 alkylthiol, halo-C~_6 alkyl, Cz_6 alkenyl-O-, CZ_6 alkynyl-~, hydroxy-C~_6 alkyl, C~_6 alkoxy-C,_6 alkyl, C1_6 acyl, CI-acyloxy, -C1_6 alkyl-C(O)O-C1_6 alkyl, -C(O)O-C1_6 alkyl, C1_6 alkyl-C(O)O-C~_6 alkyl-, CI_6 acylamido, -N(Ra)(Rb), -C1_6 alkyl-C(O)N(Ra)(Rb), -C(O)N(Ra)(Rb), N(Ra)(Rb)-C» alkyl-, 3, 4, S, or 6-membered carbocycle, heterocycle, aryl, or heteroaryl, wherein Ra and Rb are independently H, OH
(Ra and Rb are not both OH), C2_6 hydroxyalkyl, or C1_6 alkyl, or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl);
wherein any of the groups is optionally substituted with 1-3 substituents wherein each substituent is independently halo, N3, OH, thiol, vitro, CN, C1_6 alkyl, Cz~
alkenyl, CZ_6 alkynyl, C1_6 alkoxy, C1_6 alkylthiol, C2_6 alkenyl-O-, CZ_6 alkynyl-O-, hydroxy-C ~ _6 alkyl, C 1 _6 alkoxy-C 1 _6 alkyl, C 1 _6 acyl, C ~ _6 acyloxy, -C 1 _6 alkyl-C(O)O-C 1 _6 alkyl, -C(O)O-C 1 _6 alkyl, C 1 _6 alkyl-C(O)O-C ~ _6 alkyl-, C 1 _6 acylamido, N(Ra)(Rb), y-6 alkyl-C(O)N(Ra)(Rb), ~(O)N(Ra)(Rb), N(Ra)(Rb)-C~_6 alkyl-, wherein Ra and Rb are independently H, OH (R$ and Rb are not both OH), CZ_6 hydroxyalkyl, or C1_6 alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle, wherein optionally any two adjacent R7 - Rl l groups together form a 3, 4, 5 or 6-membered carbocycle or heterocycle, with the proviso that when A
ring is aryl or heteroaryl, then there are no substituents R14-R17; and with the proviso that when A ring is aryl or heteroaryl and U is C, then RS is H or F, preferably H; and B, D, Q, T, U, V, W, X, Y and Z are independently C or N, wherein at least one of B
and D is N; wherein when B, D, W, X, Y or Z is N, then there is no substituent at the N; and wherein when A is heteroaryl and Q, T, U or V is N, then there is no substituent at the N; and wherein when A is carbocycle and W, X, Y and Z are all carbon atoms, then the compound is not 2-amino-4-(N-ethylanilino)-5,6,7,8-tetrahydro-quinazoline; and wherein when A is benzo and W, X, Y and Z are all C, then (1) R9 is not (C1_3 alkyl)OC(O)alkox~; and (2) when R9 is H, then at least one of R8 and Rio are not H
or C ~ _6 alkyl, or halo; and wherein when A is heteroaryl and W, X, Y and Z are all C, when R9 is H, then at least one of Rg and R,o is not H or alkyl, provided that R8 and Rio may be both alkyl.

[0059] Preferably when R9 is H then R8 or Rlo or both are independently selected from the group OH; N3; -XRZa wherein X is S or O and R2a is CIA alkyl (preferably C~_3 alkyl, more preferably CH3) optionally substituted with OH or halo; -NH(Rzb) or N(R2b)(R2~) wherein RZb and RZ~ are independently C,_6 alkyl (preferably C,_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, and wherein optionally RZb and R2~ may together form a 3-6 membered heterocycle;
and -C(O)ORzd wherein R2d is C» alkyl (preferably C~_3 alkyl); and more preferably R9 is not H.

[0060] In some embodiments of the compounds of Formula IV, one of W, X, Y and Z is N. In other embodiments of the compounds of Formula IV, two of W, X, Y
and Z are N. In any of the embodiments, preferably one or two of Q, T, U and V are N.
In preferred embodiments, B and D both are N.

[0061] One group of the compounds of the present invention are represented by Formula IVa:
Rio I
R~yZ/ \ Rs R~~ ~ ~X~
R3 N i Rg Rya Ra / B Rr R~s ~ Ri2 \_ ~ I ~ ~ R2 R~s R~~
R6 R13 (IV a) or a pharmaceutically acceptable salt or solvate thereof, wherein:
Rl is methyl, ethyl, preferably methyl;
R2- Rl7 are independently H, halo, N3, OH, thiol, nitro, CN, NH2, C» alkyl, CZ_6 alkenyl, Cz_6 alkynyl, C~_6 alkoxy, C,_6 alkylthiol, halo-C~_6 alkyl, C2_6 alkenyl-O-, CZ_6 alkynyl-O-, hydroxy-C~_6 alkyl, C1_6 alkoxy-C~_6 alkyl, C~_6 acyl, C,_6 acyloxy, -C1_6 alkyl-C(O)O-CI_6 alkyl, -C(O)O-C,_6 alkyl, C1_6 alkyl-C(O)O-C1_6 alkyl-, Ct_6 acylamido, -N(Ra)(Rb), -C,~ alkyl-C(O)N(Ra)(Rb), ~(O)N(Ra)(Rb), N(Ra)(Rb)-C» alkyl-, 3, 4, 5, or 6-membered carbocycle, heterocycle, aryl, or heteroaryl, wherein Ra and Rb are independently H, OH
(Ra and Rb are not both OH), CZ_6 hydroxyalkyl, or C, _6 alkyl, or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl);
wherein any of the groups is optionally substituted with 1-3 substituents wherein each substituent is independently halo, N3, OH, thiol, nitro, CN, C1_6 alkyl, C2_6 alkenyl, CZ_6 alkynyl, C1_6 alkoxy, C1_6 alkylthiol, CZ_6 alkenyl-O-, C2_6 alkynyl-O-, hydroxy-C ~ _6 alkyl, C 1 _6 alkoxy-C 1 _6 alkyl, C 1 _6 acyl, C, _6 acyloxy, -C 1 _6 alkyl-C(O)O-C~_6 alkyl, -C(O)O-CI_6 alkyl, C,_6 alkyl-C(O)O-C1_6 alkyl-, C1_6 acylamido, -N(Ra)(Rb), --C1~ alkyl-C(O)N(Ra)(Rb), --C(O)N(Ra)(Rb), N(Ra)(Rb)-C~_6 alkyl-, wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), CZ_6 hydroxyalkyl, or C,_6 alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, S or 6-membered heterocycle, wherein optionally any two adjacent R~ - Rl l groups together form a 3, 4, 5 or 6-membered carbocycle or heterocycle; and B, D, W, X, Y, and Z are independently C or N, provided that at least one of B
and D
is N, at least one of W, X, Y, and Z is N, and when B, D, W, X, Y, or Z is N
then there is no substituent at the N.

[0062] In some embodiments, one of X, Y, W and Z is N. In other embodiments, two of X, Y, W and Z are N. Preferably D is nitrogen, and more preferably both B
and D are N.

[0063] In a preferred embodiment, compounds of the present invention have Formula IVa, or a pharmaceutically acceptable salt or solvate thereof, wherein:
R~ is methyl or ethyl, preferably methyl;
RZ is a member of the group consisting of H, halo, N3, C1~ alkoxy, C1~
alkylthiol, hydroxyC, ~ alkyl, C 1 ~ alkyl, and N(Ra)(Rb) wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), CZ~ hydroxyalkyl, or C1~
alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle; each of the member being optionally substituted by 1-4 substituents wherein each substituent is independently halo, OH, or C 1 ~ alkyl;
R7 and Rl, are independently H, halo (preferably F), CH3, or OCH3;
R8 and Rlo are independently H, halo (preferably F or Cl), C~_3 alkyl (preferably CH3) optionally substituted with halo (preferably 1-3 F), C~_3 alkoxy (preferably OCH3), or C~_3 alkylthiol (preferably-S-CH3);
R9 is H, OH, Cl, N3, C1.~ alkoxy, C» alkylthiol, hydroxyC» alkyl, C» alkyl, -COORS wherein R° is C1_3 alkyl, or -N(Ra)(Rb) wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), C2~ hydroxyalkyl, or C1~
alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle; each of the member being optionally substituted by 1-4 substituents wherein each substituent is independently halo, OH, or C1~ alkyl; and optionally two adjacent R8, R9, and Rio groups may together form a 3, 4, 5, or 6-membered carbocycle, heterocycle, preferably heterocyle; and B, D, W, X, Y, and Z are independently C or N, and at least one of B and D is N, at least one of W, X, Y and Z is N, and when B, D, W, X, Y, or Z is N then there is no substituent at the N. Preferably D is N. In some embodiments, both B and D are N.

[0064] In specific embodiments, only one of W, X, Y and Z is N. In other specific embodiments, two of W, X, Y and Z are N.

[0065] In preferred embodiments of the compound of Formula IVa, R9 is selected from the group:
-OR9a, wherein R9a is methyl, ethyl, fluoromethyl (CHZF, CHF2, CF3), or fluoroethyl;
-N3;
-N(CHs)z -NHCH3; and -COOR9b, wherein R9b is H or C1_Z alkyl.

[0066] Another group of compounds of the present invention are represented by Formula IVb:

R~ o Rs R~
R~
or pharmaceutically acceptable salts or solvates thereof, wherein:
Rz-R17 are independently H, halo, N3, OH, thiol, nitro, CN, NH2, C1~ alkyl, CZ_6 alkenyl, CZ_6 alkynyl, C1_6 alkoxy, C1_6 alkylthiol, halo-C1_6 alkyl, C2_6 alkenyl-O-, CZ_6 alkynyl-O-, hydroxy-C1_6 alkyl, C~_6 alkoxy-C~_6 alkyl, CI_6 acyl, C1_6 acyloxy, --C~_6 alkyl-C(O)O-C1_6 alkyl, -C(O)O-C1_6 alkyl, C,_6 alkyl-C(O)O-C ~ _6 alkyl-, C ~ _6 acylamido, N(Ra)(Rb), --C~ _6 alkyl-C(O)N(Ra)(Rb), --C(O)N(Ra)(Rb), N(Ra)(Rb)-C» alkyl-, 3, 4, 5, or 6-membered carbocycle, heterocycle, aryl, or heteroaryl, wherein Ra and Rb are independently H, OH
(Ra and Rb are not both OH), C2_6 hydroxyalkyl, or C1_6 alkyl, or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl);
wherein any of the groups is optionally substituted with 1-3 substituents wherein each substituent is independently halo, N3, OH, thiol, nitro, CN, C1_6 alkyl, CZ_6 alkenyl, CZ_6 alkynyl, C1_6 alkoxy, C1_6 alkylthiol, C2_6 alkenyl-O-, CZ_6 alkynyl-O-, hydroxy-C ~ _6 alkyl, C ~ _6 alkoxy-C 1 _6 alkyl, C 1 _6 acyl, C ~ _6 acyloxy, -C 1 _6 alkyl-C(O)O-Cl_6 alkyl, -C(O)O-C,_6 alkyl, C~_6 alkyl-C(O)O-C,_6 alkyl-, C~_6 acylamido, -N(Ra)(Rb), -C,~ alkyl-C(O)N(Ra)(Rb), -C(O)N(Ra)(Rb), N(Re)(Rb)-C1_6 alkyl-, wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), CZ_6 hydroxyalkyl, or C~_6 alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle, wherein optionally any two adjacent R7 - R,1 groups together form a 3, 4, S or 6-membered carbocycle or heterocycle; and B and D are independently C or N, provided that at least one of B and D is N, and when B or D is N then there is no substituent at the N; with the proviso that said compound is not 2-amino-4-(N-ethylanilino)-5,6,7,8-tetrahydro-quinazoline.

[0067] Preferably, in the compounds of Formula IVb, D is N, and more preferably both B and D are N.

[0068] In preferred embodiments, when Rl is ethyl then at least one of R8, R9, and Rlo is not H; preferably R9 is not H. Also preferably, when R9 is H then R8 or Rio or both are independently selected from the group OH; N3; amido; N-dimethylamido;
-~9a wherein X is S or O and R9a is C1_6 alkyl (preferably C,_3 alkyl, more preferably CH3) optionally substituted with OH or halo; C~_3 alkyl optionally substituted with halo (preferably F); -N(Ra)(Rb) wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH) , or C~_6 alkyl (preferably C1_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, and wherein optionally RZb and R2~ may together form a 3-6 membered heterocycle;
and -C(O)OR° wherein R° is C1_6 alkyl (preferably C1_3 alkyl).

[0069] In a preferred embodiment of the compound of Formula IVb:
R, is methyl or ethyl, preferably methyl;
R3-Rs, Rl2-R» are as defined above;
Rz is a member of the group consisting of H, halo, N3, C1~ alkoxy, C»
alkylthiol, hydroxyC 1 ~ alkyl, C 1 ~ alkyl, and N(Ra)(Rb) wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), C2~ hydroxyalkyl, or C1~
alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle; each of the member being optionally substituted by 1-4 substituents wherein each substituent is independently halo, OH, or C» alkyl;
R~ and R> > are independently H, halo (preferably F), CH3, or OCH3;
Rg and Rio are independently H, halo (preferably F or Cl), C1_3 alkyl (preferably CH3) optionally substituted with halo (preferably 1-3 F), C ~ _3 alkoxy (preferably OCH3), or C,_3 alkylthiol (preferably-S-CH3);
R9 is OH, Cl, N3, C, ~ alkoxy, C ~ ~ alkylthiol, hydroxyC ~ ~ alkyl, C ~ ~
alkyl, -COOR° wherein R' is C1_3 alkyl, or -N(Ra)(Rb) wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), Cz~ hydroxyalkyl, or C1~
alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, S or 6-membered heterocycle; each of the member being optionally substituted by 1-4 substituents wherein each substituent is independently halo, OH, or C» alkyl; and optionally two adjacent R8, R9, and Rio groups may together form a 3, 4, 5, or 6-membered carbocycle, heterocycle, preferably heterocyle; and B and D are independently C or N, and at least one of B and D is N.

[0070] In more preferred embodiments of the compound of Formula IVa, R9 is selected from the group:
-OR9a, wherein R9a is methyl, ethyl, fluoromethyl (e.g., CHZF, CHF2, CF3), fluoroethyl;
-N3;
-N(CH3)2;
-NHCH3; and -COOR9b, wherein R9b is H or C,_Z alkyl.

[0071] Other novel compounds of the present invention are those represented by Formula V:
Rio R~~\Z/
R~\ ~ ~X~
~3 N ~ R8 R4\T~Q \ B R~
R~ 2 R5 i i R2 R6 R13 (V) or a pharmaceutically acceptable salt or solvate thereof, wherein:
Rl is methyl or ethyl, preferably methyl;
3~

RS is H, F, Cl, N3, methyl, methoxy or NHZ, with the proviso that when RS is methoxy, Rl is methyl; Preferably RS is H, F or N3, more preferably H or F, and most preferably H;
RZ - R4, and R6 - R13 are independently H, halo, N3, OH, thiol, nitro, CN, NH2, C~ _6 alkyl, C2_6 alkenyl, C2_6 alkynyl, C1_6 alkoxy, C1_6 alkylthiol, halo-C~_6 alkyl, Cz~
alkenyl-O-, CZ_6 alkynyl-O-, hydroxy-C 1 _6 alkyl, C ~ _6 alkoxy-C, _6 alkyl, C 1 _6 acyl, C,_6 acyloxy, -C,_6 alkyl-C(O)O-C1_6 alkyl, -C(O)O-C1_6 alkyl, C,_6 alkyl-C(O)O-C~_6 alkyl-, C1_6 acylamido, -N(Ra)(Rb), -C,_6 alkyl-C(O)N(Ra)(Rb), -C(O)N(Ra)(Rb), N(Ra)(Rb)-C1_6 alkyl-, 3, 4, 5, or 6-membered carbocycle, heterocycle, aryl, or heteroaryl, wherein Ra and Rb are independently H, OH
(Ra and Rb are not both OH), CZ_6 hydroxyalkyl, or C1_6 alkyl, or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl);
wherein any of the groups is optionally substituted with 1-3 substituents wherein each substituent is independently halo, N3, OH, thiol, nitro, CN, C» alkyl, CZ_6 alkenyl, C2_6 alkynyl, C1_6 alkoxy, C1_6 alkylthiol, CZ_6 alkenyl-O-, C2_6 alkynyl-O-, hydroxy-C 1 _6 alkyl, C ~ _6 alkoxy-C 1 _6 alkyl, C ~ _6 acyl, C 1 _6 acyloxy, ~ ~ _6 alkyl-C(O)O-C1_6 alkyl, --C(O)O-C1_6 alkyl, C1_6 alkyl-C(O)O-C1_6 alkyl-, C~_6 acylamido, -N(Ra)(Rb), -C1_6 alkyl-C(O)N(Ra)(Rb), -C(O)N(Ra)(Rb), N(Ra)(Rb)-C1_6 alkyl-, wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), Cz_6 hydroxyalkyl, or C1_6 alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle, wherein optionally any two adjacent R7 - R> > groups together form a 3, 4, 5 or 6-membered carbocycle or heterocycle; and B, D, Q, T, U, V, W, X, Y and Z are independently C or N, provided that at least one of B and D is N, and at least one of W, X, Y and Z is N, and wherein when B, D, Q, T, U, V, W, X, Y or Z is N, then there is no substituent at the N.

[0072] In a specific embodiment, preferably when R9 is H, at least one of Rg and Rlo is not H, more preferably R9 is other than H.

[0073] In some specific embodiments, B is C and D is N. In other specific embodiments, B is N and D is C. In preferred embodiments, both B and D are N.

[0074] In one embodiment of the compounds of Formula V, RZ is H; halo; N3;
C~_6 alkyl (preferably C~_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro, difluoro, or trifluoro);
-~2a wherein X is S or O, and RZa is C1_6 alkyl (preferably C~_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro-, difluoro-, or trifluoro-substituted);
--COZRd, wherein Ra is C~_3 alkyl, preferably methyl or ethyl; or -N(Ra)(Rb) wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), C,_3 alkyl (preferably CH3), C1_6 hydroxyalkyl (preferably Cz_3 hydroxyalkyl, more preferably-CHZCHZOH), or C~_6 alkyl (preferably C~_3 alkyl, more preferably CH3) that is optionally substituted with -N(Re)(Rf) wherein Re and Rf are independently H, OH (Re and Rf are not both OH), C1_3 alkyl (preferably CH3), or C2_3 hydroxyalkyl (preferably -CHZCH20H), and wherein optionally Ra and Rb together may form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl).

[0075] In another embodiment of the compound of Formula V, RZ is H, methyl, ethyl, Cl, F, fluoromethyl (CHZF, CHF2, CF3), C~_3 hydroxyalkyl (preferably CHzOH
or CHZCHZOH), NH2, NHZOH, -NHCHZCHZOH, NHCH3, N(CH3)z, N3, morpholino, OCH3, OC2H5, or SCH3.

[0076] In preferred embodiment, RZ is,H, methyl, Cl, -CHZOH, -NH2, -NHCH3, -NHCHZCHZOH, -OCH3, -SCH3, or -CHZF.

[0077] In one embodiment, R9 is selected from the group consisting of H; OH;
Cl;
N3; C1_3 alkyl (preferably methyl or ethyl) or C1_3 haloalkyl (preferably monofluoromethyl, difluoromethyl, trifluoromethyl); -OR9a, wherein R9a is C1-3 alkyl (i.e., methyl, ethyl, propyl, isopropyl) or C1_3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CHZF, CHF2, CF3); -N(Ra)(Rb) wherein Ra and Rb are independently H or C1_3 alkyl; or -COOR9b, wherein R9b is C1_3 alkyl (preferably methyl or ethyl); and optionally R9 and one of Rg and Rlo together form a 3, 4, 5, or 6-membered heterocycle.

[0078] In another embodiment, R9 is -OCH3, -OC2H5, - N(CH3)2, -COZCH3, -OCHFZ, or N3.

[0079] In yet another embodiment, when R9 is H, at least one of Rg and Rlo is not H.
In another embodiment, when R9 is alkyl, R2 is not H.

[0080] In a specific embodiment, compounds of the invention include compounds of Formula V or pharmaceutically acceptable salts or solvates thereof, wherein:
R~ is C1_Z alkyl, and preferably R~ is methyl;
RS is H or F, preferably H;
RZ-R4, Rb, R8-Rio, R12 and R13 are independently H; halo; N3;
C1_6 alkyl (preferably C~_3 alkyl, more preferably CH3) optionally substituted with 1, 2 or 3 substituents, each substituent being independently OH, halo, C1_3 alkoxy, (halo) C1_3 alkoxy, N(Ra)(Rb) where Ra and Rb are independently H, OH (Ra and Rb are not both OH), C2_6 hydroxyalkyl, or C1_6 alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle;
-XR° wherein X is S or O and R° is C1~ alkyl (preferably C~_3 alkyl, more preferably CH3) optionally substituted with with 1, 2 or 3 substituents, each substituent being independently OH, halo, C1_3 alkoxy, CZ-C4 alkenyl, C2-C4 alkynyl, -N(Ra)(Rb) where Ra and Rb are independently H, OH (Ra and Rb are not both OH), CZ_6 hydroxyalkyl, or C1_6 alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle;
- (Co_3 alkyl)COZRd, wherein Ra is an C~_6 alkyl (preferably C1_3 alkyl, more preferably methyl or ethyl) optionally substituted with 1, 2 or 3 substituents, each substituent being independently OH, halo, C1_3 alkoxy (e.g., fluoroalkoxy), -N(Ra)(Rb) where Ra and Rb are independently H, OH (Ra and Rb are not both OH), CZ_6 hydroxyalkyl, or CI_6 alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle; or N(Ra)(Rb) where Ra and Rb are independently H; OH (Ra and Rb are not both OH); CZ_6 hydroxyalkyl; C1_6 alkyl; or C~_6 alkyl substituted with N(Re)(Rf) where Re and Rf are independently H, OH (Re and Rf are not both OH), or C1_3 alkyl; wherein optionally Ra and Rb together, and/or Re and Rf together, with the nitrogen atom to which they are linked form a 3, 4, 5 or 6-membered heterocycle;

preferably when R9 is H, at least one of R8 and Rio is not H, more preferably R9 is otherthan H.
R7 and R> > are independently H, halo (preferably F or C1, more preferably F), C1_3 alkyl (preferably CH3), or C1~ alkoxy (preferably OCH3); and B, D, Q, T, U, V, W, X, Y, and Z are as defined above, provided that when B, D, Q, T, U, V, W, X, Y or Z is N there is no substituent at the N.

[0081] In another preferred embodiment of the compounds of Formula V, Rl is methyl or ethyl, more preferably methyl;
RZ is H; halo; N3;
C1_6 alkyl (preferably C,_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro, difluoro, or trifluoro);
-XRZa wherein X is S or O, and R28 is C~_6 alkyl (preferably C1_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro-, difluoro-, or trifluoro-substituted);
-COZRd, wherein Rd is C1_3 alkyl, preferably methyl or ethyl; or -N(Ra)(Rb) wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), C1_3 alkyl (preferably CH3), C~_6 hydroxyalkyl (preferably Cz_3 hydroxyalkyl, more preferably-CHzCH20H), or C1_6 alkyl (preferably C~_3 alkyl, more preferably CH3) that is optionally substituted with -N(Re)(Rf) wherein Re and Rf are independently H, OH (Re and Rf are not both OH), C1_3 alkyl (preferably CH3), or C2_3 hydroxyalkyl (preferably -CHZCH20H), and wherein optionally Ra and Rb with N together may form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl);
R3 and Rl2 are independently H; halo; C 1 _3 alkyl; or C 1 _3 alkoxy;
R4, R6, and R13 are independently H; halo (preferably F or Cl); N3; C1_3 alkyl (preferably CH3); C~_3 alkoxy (preferably OCH3); or -N(Ra)(Rb) wherein Ra and Rb are independently H, OH, C1_3 alkyl, (hydroxy)C1_3 alkyl, and optionally Ra and Rb together may form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl), and wherein Ra and Rb are not both OH;
RS is H;
R7 and R~ I are independently H, halo (preferably F), CH3, or OCH3;

R8 and Rlo are independently H; halo (preferably F or Cl, more preferably F);
C1_3 alkyl (preferably CH3); C~_3 alkoxy (preferably OCH3); and R9 is selected from the group: H; OH; Cl; N3; C1_3 alkyl (preferably methyl or ethyl) or C1_3 haloalkyl (preferably monofluoromethyl, difluoromethyl, trifluoromethyl);
-OR9a, wherein R9a is CI_3 alkyl (i.e., methyl, ethyl, propyl, isopropyl) or C1_3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CH2F, CHF2, CF3);
-N(Ra)(Rb) wherein Ra and Rb are independently H or C1_3 alkyl; or -COOR9b, wherein R9b is C1_3 alkyl (preferably methyl or ethyl); and optionally R9 and one of Rg and Rio together form a 3, 4, 5, or 6-membered heterocycle; preferably when R9 is H, at least one of Rg and Rio is not H, more preferably R9 is other than H; and B, D, Q, T, U, V, W, X, Y, and Z are independently C or N, provided that at least one of B and D is N, and at least one of W, X, Y, and Z is N, wherein when B, D, Q, T, U, V, W, X, Y, or Z is nitrogen, then there is no substituent at the N.

[0082] In more preferred embodiment, compounds of the invention include compounds of Formula V or pharmaceutically acceptable salts or solvates thereof, wherein:
R, is methyl or ethyl, preferably methyl;
RZ is H, methyl, ethyl, Cl, F, fluoromethyl (CHZF, CHF2, CF3), C,_3 hydroxyalkyl (preferably CHZOH or CHZCHZOH), NHz, NHZOH, -NHCHZCHZOH, NHCH3, N(CH3)2, N3, morpholino, OCH3, OC2H5, or SCH3;
R3 and R~2 are independently H, CH3, OCH3, F, or Cl;
R4, R6, and R~3 are independently H, CH3, NHZ, N3, F, or Cl;
RS is H;
R7 and Rl l are independently H, F, or OCH3;
R8 and R,o are independently H, F, Cl, or OCH3;
R9 is selected from the group of consisting of H; OH; Cl; N3; C1_3 alkyl (preferably methyl or ethyl); C, _3 haloalkyl (preferably monofluoromethyl, difluoromethyl, trifluoromethyl); -OR9a where R9a is C1_3 alkyl (i.e., methyl, ethyl, propyl, isopropyl) or C~_3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CHZF, CHFZ, CF3); N(Ra)(Rb) wherein Ra and Rb are independently H or C1_3 alkyl; and --COOR9b, wherein R9b is C1_3 alkyl (preferably methyl or ethyl), and optionally R9 and one of R8 and R,o together form a 3, 4, S, or 6-membered heterocycle; preferably when R9 is H, at least one of R8 and Rlo is not H, more preferably R9 is other than H; and B, D, Q, T, U, V, W, X, Y and Z are as defined above, provided that when B, D, Q, T, U, V, W, X, Y or Z is N, then there is no substituent at the N. Preferably in this embodiment, when R9 is alkyl, RZ not H.

[0083] In a even more preferred embodiment, compounds of the invention include compounds of Formula V or pharmaceutically acceptable salts or solvates thereof, wherein R~ is methyl; RZ is H, methyl, Cl, -CHZOH, -NHZ, -NHCH3, -NHCHZCHZOH, -OCH3, -SCH3, or -CHzF; R3 and R~Z are independently H, methyl, -OCH3, or Cl; R4 is H, methyl, or NH2; RS is H; R6 and R13 are independently H
or methyl; R7 and Rl ~ are independently H or F; Rg and Rio are independently H, or F or OCH3; and R9 is -OCH3, -OC2H5, - N(CH3)2, -COzCH3, -OCHF2, or N3; and B, D, Q, T, U, V, W, X, Y, and Z are as defined above, provided that when B, D, Q, T, U, V, W, X, Y, or Z is N, then there is no substituent at the N.

[0084] In all embodiments of the compounds of Formula V, it is preferred that one of W, X, Y and Z is N, or two of W, X, Y and Z are N. In any of the embodiments, preferably one or two of Q, T, U and V are N. For example, Q and V can be both N
and T and U are C.

[0085] Other preferred compounds of the present invention are those represented by Formula V, with the proviso that Q, T, U, and V are all carbon. Specifically, such compounds are represented by Formula Va:

Rio R~i~Z/ ~ Rs R~~ ~ ~X~

R
Ra / \
~R~2 R5 ~ D R2 Rs R~s (Va) or pharmaceutically acceptable salts or solvates thereof, wherein:
Rl is methyl or ethyl, preferably methyl;
RS is H, F, Cl, N3, methyl, methoxy or NHZ, with the proviso that when RS is methoxy, R~ is methyl; Preferably RS is H, F or N3, more preferably H or F, and most preferably H;
R2 - R4, and R~- R13 are independently H, halo, N3, OH, thiol, nitro, CN, NH2, C~_6 alkyl, C2_6 alkenyl, CZ_6 alkynyl, C1_6 alkoxy, C,_6 alkylthiol, halo-C1_6 alkyl, C2~
alkenyl-O-, CZ_6 alkynyl-O-, hydroxy-C 1 _6 alkyl, C 1 _6 alkoxy-C 1 _6 alkyl, C, _6 acyl, C1_6 acyloxy, -C1_6 alkyl-C(O)O-C~_6 alkyl, -C(O)O-C1_6 alkyl, C1_6 alkyl-C(O)O-C~_6 alkyl-, C1_6 acylamido, N(Ra)(Rb), -C1_6 alkyl-C(O)N(Ra)(Rb), -C(O)N(Ra)(Rb), N(Ra)(Rb)-C1_6 alkyl-, 3, 4, 5, or 6-membered carbocycle, heterocycle, aryl, or heteroaryl, wherein Ra and Rb are independently H, OH
(Ra and Rb are not both OH), C2_6 hydroxyalkyl, or C~_6 alkyl, or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl);
wherein any of the groups is optionally substituted with 1-3 substituents wherein each substituent is independently halo, N3, OH, thiol, nitro, CN, C» alkyl, CZ_6 alkenyl, CZ_6 alkynyl, C1_6 alkoxy, C~_6 alkylthiol, CZ_6 alkenyl-O-, CZ_6 alkynyl-O-, hydroxy-C ~ _6 alkyl, C ~ ~ alkoxy-C ~ _6 alkyl, C 1 _6 acyl, C 1 _6 acyloxy, -C 1 _s alkyl-C(O)O-C~_6 alkyl, --C(O)O-C1_6 alkyl, C,_6 alkyl-C(O)O-C1_6 alkyl-, Ci-6 acylamido, -N(Ra)(Rb), -C» alkyl-C(O)N(Ra)(Rb), -C(O)N(Ra)(Rb), N(Ra)(Rb)-C~_6 alkyl-, wherein R$ and Rb are independently H, OH (Ra and Rb are not both OH), CZ_6 hydroxyalkyl, or CI_6 alkyl or Ra and Rb together with the ~5 nitrogen atom to which they are both linked form a 3, 4, S or 6-membered heterocycle, wherein optionally any two adjacent R7 - RI I groups together form a 3, 4, 5 or 6-membered carbocycle or heterocycle; and B, D, W, X, Y and Z are independently C or N, provided that at least one of B and D is N, and at least one of W, X, Y and Z is N, and wherein when B, D, W, X, Y or Z is N, then there is no substituent at the N.

[0086] In a specific embodiment, preferably when R9 is H, then at least one of Rg and RIO is not H, more preferably R9 is other than H.

[0087] In some specific embodiments, B is C and D is N. In other specific embodiments, B is N and D is C. In preferred embodiments, both B and D are N.

[0088] In one embodiment of the compounds of Formula Va, R2 is H; halo; N3;
CI_6 alkyl (preferably CI_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro, difluoro, or trifluoro);
-XRZa wherein X is S or O, and Rza is CI_6 alkyl (preferably CI_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro-, difluoro-, or trifluoro-substituted);
~02Ra, wherein Ra is CI_3 alkyl, preferably methyl or ethyl; or N(Ra)(Rb) wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), CI_3 alkyl (preferably CH3), CI_6 hydroxyalkyl (preferably Cz_3 hydroxyalkyl, more preferably-CHZCHZOH), or CI_6 alkyl (preferably CI_3 alkyl, more preferably CH3) that is optionally substituted with -N(Re)(Rf) wherein Re and Rf are independently H, OH (Re and Rf are not both OH), CI_3 alkyl (preferably CH3), or C2_3 hydroxyalkyl (preferably -CHZCH20H), and wherein optionally Ra and Rb together may form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl).

[0089] In another embodiment of the compound of Formula Va, RZ is H, methyl, ethyl, Cl, F, fluoromethyl (CHZF, CHFZ, CF3), CI_3 hydroxyalkyl (preferably CHZOH
or CHZCHZOH), NHZ, NHzOH, -NHCHzCH20H, NHCH3, N(CH3)2, N3, morpholino, OCH3, OCzHs, or SCH3.

[0090] In preferred embodiment, Rz is H, methyl, Cl, -CHZOH, -NH2, -NHCH3, -NHCHzCH20H, -OCH3, -SCH3, or -CHZF.

In one embodiment, R9 is selected from the group consisting of H; OH; Cl;
N3; C1_3 alkyl (preferably methyl or ethyl) or C1_3 haloalkyl (preferably monofluoromethyl, difluoromethyl, trifluoromethyl); -0R9a, wherein R9a is C~_3 alkyl (i.e., methyl, ethyl, propyl, isopropyl) or C1_~ haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CHZF, CHF2, CF3); N(Ra)(Rb) wherein Ra and Rb are independently H or C,_3 alkyl; or -COOR9b, wherein R9b is C1_3 alkyl (preferably methyl or ethyl); and optionally R9 and one of R8 and Rlo together form a 3, 4, 5, or 6-membered heterocycle.

[0091] In another embodiment, R9 is -OCH3, -OCZHS, - N(CH3)2, -COZCH3, -OCHFZ, or N3.

[0092] In yet another embodiment, when R9 is H, then at least one of R8 and Rlo is not H. 1n another embodiment, when R9 is alkyl, then RZ is not H.

[0093] In a specific embodiment, compounds of the invention include compounds of Formula Va or pharmaceutically acceptable salts or solvates thereof, wherein:
R, is C1_2 alkyl, and preferably R~ is methyl;
RS is H or F, preferably H;
RZ-R4, R6, Rg-Rlo, R~z and R,3 are independently H; halo; N3;
C,_6 alkyl (preferably C~_3 alkyl, more preferably CH3) optionally substituted with 1, 2 or 3 substituents, each substituent being independently OH, halo, C1_3 alkoxy, (halo) CI_3 alkoxy, N(Ra)(Rb) where Ra and Rb are independently H, OH (Ra and Rb are not both OH), C2_6 hydroxyalkyl, or C1_6 alkyl or Ra and R~ together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle;
-XR' wherein X is S or O and R° is C,_6 alkyl (preferably C1_3 alkyl, more preferably CH3) optionally substituted with with 1, 2 or 3 substituents, each substituent being independently OH, halo, C1_3 alkoxy, C2-C4 alkenyl, CZ-C4 alkynyl, -N(Ra)(Rb) where Ra and Rb are independently H, OH (Ra and Rb are not both OH), Cz_6 hydroxyalkyl, or C1_6 alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle;
- (Co_3 alkyl)C02Rd, wherein Rd is an C1_6 alkyl (preferably C1_3 alkyl, more preferably methyl or ethyl) optionally substituted with 1, 2 or 3 substituents, each substituent being independently OH, halo, C1_3 alkoxy (e.g., fluoroalkoxy), N(Ra)(Rb) where Ra and Rb are independently H, OH (Ra and Rb are not both OH), Cz_6 hydroxyalkyl, or C1_6 alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle; or N(Ra)(Rb) where Ra and Rb are independently H; OH (Ra and Rb are not both OH); Cz_6 hydroxyalkyl; C, _6 alkyl; or C~ _6 alkyl substituted with N(Re)(Rf) where Re and Rf are independently H, OH (Re and Rf are not both OH), or C1-3 alkyl; wherein optionally Ra and Rb together, and/or Re and Rf together, with the nitrogen atom to which they are linked form a 3, 4, 5 or 6-membered heterocycle;
preferably when R9 is H, at least one of R8 and Rio is not H, more preferably R9 is other than H.
R~ and RI ~ are independently H, halo (preferably F or Cl, more preferably F), C1_3 alkyl (preferably CH3), or C1~ alkoxy (preferably OCH3); and B, D, W, X, Y, and Z are as defined above, provided that when B, D, W, X, Y or Z is N there is no substituent at the N.

[0094] In another preferred embodiment of the compounds of Formula Va, Rl is methyl or ethyl, more preferably methyl;
Rz is H; halo; N3;
C1_6 alkyl (preferably C~_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro, difluoro, or trifluoro);
-XRza wherein X is S or O, and Rza is C~_6 alkyl (preferably C1_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro-, difluoro-, or trifluoro-substituted);
~OZRd, wherein Rd is C,_3 alkyl, preferably methyl or ethyl; or -N(Ra)(Rb) wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), C1_3 alkyl (preferably CH3), C1_6 hydroxyalkyl (preferably Cz_3 hydroxyalkyl, more preferably-CHzCH20H), or C1_6 alkyl (preferably C1_3 alkyl, more preferably CH3) that is optionally substituted with -N(Re)(Rf) wherein Re and Rf are independently H, OH (Re and Rf are not both OH), C1_3 alkyl (preferably CH3), or Cz_3 hydroxyalkyl (preferably -CHZCH20H), and wherein optionally Ra and Rb 4g together may form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl);
R3 and RIZ are independently H; halo; C~_3 alkyl; or C~_3 alkoxy;
R4, R6, and RI3 are independently H; halo (preferably F or Cl); N3; C~_3 alkyl (preferably CH3); C1_3 alkoxy (preferably OCH3); or -N(Ra)(Rb) wherein Ra and Rb are independently H, OH, C 1 _3 alkyl, hydroxy-C 1 _3 alkyl, and optionally Ra and Rb together may form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl), and wherein Ra and Rb are not both OH;
RS is H;
R7 and RI I are independently H, halo (preferably F), CH3, or OCH3;
Rg and RIO are independently H; halo (preferably F or Cl, more preferably F);
C~_3 alkyl (preferably CH3); C1_3 alkoxy (preferably OCH3); and R9 is selected from the group: H; OH; Cl; N3; C1_3 alkyl (preferably methyl or ethyl) or C~_3 haloalkyl (preferably monofluoromethyl, difluoromethyl, trifluoromethyl);
-OR9a, wherein R9a is C~_3 alkyl (i.e., methyl, ethyl, propyl, isopropyl) or C1_3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CHZF, CHFz, CF3);
N(Ra)(Rb) wherein Ra and Rb are independently H or C~_3 alkyl; or -COOR9b, wherein R9b is C1_3 alkyl (preferably methyl or ethyl); and optionally R9 and one of R8 and RIO together form a 3, 4, 5, or 6-membered heterocycle; preferably when R9 is H, at least one of Rg and RIO is not H, more preferably R9 is other than H; and B, D, W, X, Y, and Z are independently C or N, provided that at least one of B
and D
is N, and at least one of W, X, Y, and Z is N, wherein when B, D, W, X, Y, or Z is nitrogen, then there is no substituent at the N.

[0095] In more preferred embodiment, compounds of the invention include compounds of Formula Va or pharmaceutically acceptable salts or solvates thereof, wherein:
RI is methyl or ethyl, preferably methyl;
Rz is H, methyl, ethyl, Cl, F, fluoromethyl (CHZF, CHFz, CF3), CI_3 hydroxyalkyl (preferably CHzOH or CHzCH20H), NHz, NH20H, -NHCH2CH20H, NHCH3, N(CH3)z, N3, morpholino, OCH3, OCZHS, or SCH3;

R3 and R~z are independently H, CH3, OCH3, F, or Cl;
R4, R6, and Rl3 are independently H, CH3, NH2, N3, F, or Cl;
R5 is H;
R7 and R> > are independently H, F, or OCH3;
R8 and Rlo are independently H, F, Cl, or OCH3;
R9 is selected from the group of consisting of H; OH; Cl; N3; C~_3 alkyl (preferably methyl or ethyl); C1_3 haloalkyl (preferably monofluoromethyl, difluoromethyl, trifluoromethyl); -OR9a where R9a is C1_3 alkyl (i.e., methyl, ethyl, propyl, isopropyl) or Cl_3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CHZF, CHF2, CF3); N(Ra)(Rb) wherein Ra and Rb are independently H or C~_3 alkyl; and -COOR9b, wherein R9b is C,_3 alkyl (preferably methyl or ethyl), and optionally R9 and one of Rg and Rlo together form a 3, 4, 5, or 6-membered heterocycle; preferably when R9 is H, at least one of Rg and Rlo is not H, more preferably R9 is other than H; and B, D, W, X, Y and Z are as defined above, provided that when B, D, W, X, Y or Z is N, then there is no substituent at the N. Preferably in this embodiment, when R9 is alkyl, RZ not H.

[0096] In a even more preferred embodiment, compounds of the invention include compounds of Formula Va or pharmaceutically acceptable salts or solvates thereof, wherein Rl is methyl; Rz is H, methyl, Cl, -CHZOH, -NH2, -NHCH3, -NHCHzCH20H, -OCH3, -SCH3, or -CHZF; R3 and Rl2 are independently H, methyl, -OCH3, or Cl; R4 is H, methyl, or NHz; RS is H; R6 and R13 are independently H
or methyl; R7 and R> > are independently H or F; Rg and Rio are independently H, or F or OCH3; and R9 is -OCH3, -OCZHS, - N(CH3)2, -COZCH3, -OCHF2, or N3; and B, D, W, X, Y, and Z are as defined above, provided that when B, D, W, X, Y, or Z is N, then there is no substituent at the N.
In all embodiments of the compounds of Formula Va, it is preferred that one ofW,X,YandZisN,ortwoofW,X,YandZareN.

[0097] Another group of preferred compounds of the present invention are those represented by Formula V with the proviso that both B and D are nitrogen.
Specifically such compounds are represented by Formula Vb:

R1o R11~Z~ \ R9 R1 \ ~ ~ X \
~s N ~ R8 R4\T~Q ~ N R~
U\ ~ /
/ \
R5 ~ N R2 Rs (Vb) or pharmaceutically acceptable salts or solvates thereof, wherein:
Rl is methyl or ethyl, preferably methyl;
RS is H, F, Cl, N3, methyl, methoxy or NH2, with the proviso that when RS is methoxy, Rl is methyl; Preferably RS is H, F or N3, more preferably H or F, and most preferably H;
RZ - R4, and R6 - R~ 1 are independently H, halo, N3, OH, thiol, nitro, CN, NH2, C 1 _6 alkyl, C2_6 alkenyl, Cz_6 alkynyl, C1_6 alkoxy, C1_6 alkylthiol, halo-C~_6 alkyl, C2~
alkenyl-O-, CZ_6 alkynyl-O-, hydroxy-C 1 _6 alkyl, C ~ _6 alkoxy-C 1 _6 alkyl, acyl, C~_6 acyloxy, --C1_6 alkyl-C(O)O-C~_6 alkyl, --C(O)O-C1_6 alkyl, C~_6 alkyl-C(O)O-C1_6 alkyl-, C~_6 acylamido, N(Ra)(Rb), -C1~ alkyl-C(O)N(Ra)(Rb), -C(O)N(Ra)(Rb), N(Ra)(Rb)-C1~ alkyl-, 3, 4, 5, or 6-membered carbocycle, heterocycle, aryl, or heteroaryl, wherein Ra and Rb are independently H, OH
(Ra and Rb are not both OH), C2_6 hydroxyalkyl, or C~_6 alkyl, or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl);
wherein any of the groups is optionally substituted with 1-3 substituents wherein each substituent is independently halo, N3, OH, thiol, nitro, CN, C1_6 alkyl, C2~
alkenyl, C2_6 alkynyl, C1_6 alkoxy, C~_6 alkylthiol, C2_6 alkenyl-O-, C2_6 alkynyl-O-, hydroxy-C 1 _6 alkyl, C 1 _6 alkoxy-C I _6 alkyl, C 1 _6 acyl, C 1 _6 acyloxy, -C ~ ~
alkyl-C(O)O-C, _6 alkyl, --C(O)O-C 1 _6 alkyl, C ~ _6 alkyl-C(O)O-C 1 _6 alkyl-, C, _6 acylamido, N(Ra)(Rb), -C~_6 alkyl-C(O)N(Ra)(Rb), -C(O)IV(Ra)(Rb), N(Ra)(Rb)-C~_6 alkyl-, wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), CZ_6 hydroxyalkyl, or C1_6 alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle, wherein optionally any two adjacent R7 - Rl1 groups together form a 3, 4, S or 6-membered carbocycle or heterocycle; and Q, T, U, V, W, X, Y and Z are independently C or N, provided that at least one of W, X, Y and Z is N, and wherein when Q, T, U, V, W, X, Y or Z is N, then there is no substituent at the N.

[0098] In a specific embodiment, preferably when R9 is H, then at least one of Rg and R1o is not H, more preferably R9 is other than H.

[0099] In one embodiment of the compounds of Formula Vb, Rz is H; halo; N3;
C1_6 alkyl (preferably C,_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro, difluoro, or trifluoro);
-XRza wherein X is S or O, and Rza is C1_6 alkyl (preferably C1_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro-, difluoro-, or trifluoro-substituted);
-COZRa, wherein Rd is C~_3 alkyl, preferably methyl or ethyl; or N(Ra)(Rb) wherein Ra and Rb are independently H, OH (R8 and Rb are not both OH), C1_3 alkyl (preferably CH3), C~_6 hydroxyalkyl (preferably Cz_3 hydroxyalkyl, more preferably-CH2CH20H), or C1_6 alkyl (preferably C~_3 alkyl, more preferably CH3) that is optionally substituted with N(Re)(Rf) wherein Re and Rf are independently H, OH (Re and Rf are not both OH), C1_3 alkyl (preferably CH3), or Cz_3 hydroxyalkyl (preferably -CHZCH20H), and wherein optionally Ra and Rb together may form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl).

[00100] In another embodiment of the compound of Formula V, Rz is H, methyl, ethyl, Cl, F, fluoromethyl (CHZF, CHFz, CF3), C~_3 hydroxyalkyl (preferably CHZOH
or CHZCHZOH), NHz, NHZOH, -NHCHZCHZOH, NHCH3, N(CH3)z, N3, morpholino, OCH3, OCZHS, or SCH3.

[00101] In preferred embodiment, Rz is H, methyl, Cl, -CHZOH, -NHz, -NHCH3, -NHCHZCHZOH, -OCH3, -SCH3, or -CHzF.

[00102] In one embodiment, R9 is selected from the group consisting of H; OH;
Cl;
N3; C1_3 alkyl (preferably methyl or ethyl) or C1_3 haloalkyl (preferably monofluoromethyl, difluoromethyl, trifluoromethyl); -OR9a, wherein R9a is C~_3 alkyl (i.e., methyl, ethyl, propyl, isopropyl) or C1_3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CHZF, CHFz, CF3); N(Ra)(Rb) wherein Ra and Rb are independently H or C,_3 alkyl; or -COOR9b, wherein R9b is C1_3 alkyl (preferably methyl or ethyl); and optionally R9 and one of Rg and R,o together form a 3, 4, S, or 6-membered heterocycle.

[00103] In another embodiment, R9 is -OCH3, -OCZHS, - N(CH3)z, -COZCH3, -OCHFz, or N3.

[00104] In yet another embodiment, when R9 is H, then at least one of R8 and Rio is not H. In another embodiment, when R9 is alkyl, then Rz is not H.

[00105] In a specific embodiment, compounds of the invention include compounds of Formula Vb or pharmaceutically acceptable salts or solvates thereof, wherein:
R, is C1_z alkyl, and preferably R, is methyl;
RS is H or F, preferably H;
Rz-R4, R6, Rg-Rlo are independently H; halo; N3;
C~_6 alkyl (preferably C~_3 alkyl, more preferably CH3) optionally substituted with 1, 2 or 3 substituents, each substituent being independently OH, halo, C1_3 alkoxy, (halo) C1_3 alkoxy, N(Ra)(Rb) where Ra and Rb are independently H, OH (Ra and Rb are not both OH), Cz_6 hydroxyalkyl, or C1_6 alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle;
-XR~ wherein X is S or O and R° is C~_6 alkyl (preferably C1_3 alkyl, more preferably CH3) optionally substituted with with 1, 2 or 3 substituents, each substituent being independently OH, halo, C~_3 alkoxy, Cz-Ca alkenyl, Cz-C4 alkynyl, -N(Ra)(Rb) where Ra and Rb are independently H, OH (Ra and Rb are not both OH), Cz_6 hydroxyalkyl, or C1_6 alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle;
- (Co_3 alkyl)COzRd, wherein Rd is an CI_6 alkyl (preferably Ci_3 alkyl, more preferably methyl or ethyl) optionally substituted with 1, 2 or 3 substituents, each substituent being independently OH, halo, C1-3 alkoxy (e.g., fluoroalkoxy), -N(Ra)(Rb) where Ra and Rb are independently H, OH (Ra and Rb are not both OH), CZ_6 hydroxyalkyl, or C1_6 alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle; or N(Ra)(Rb) where Ra and Rb are independently H; OH (Ra and Rb are not both OH); CZ_6 hydroxyalkyl; C~_6 alkyl; or C~_6 alkyl substituted with N(Re)(Rf) where Re and Rf are independently H, OH (Re and Rf are not both OH), or C1_3 alkyl; wherein optionally Ra and Rb together, and/or Re and Rf together, with the nitrogen atom to which they are linked to form a 3, 4, 5 or 6-membered heterocycle; preferably when R9 is H, at least one of Rg and Rlo is not H, more preferably R9 is other than H.
R~ and Rll are independently H, halo (preferably F or Cl, more preferably F), C~_3 alkyl (preferably CH3), or C1_4 alkoxy (preferably OCH3); and Q, T, U, V, W, X, Y, and Z are as defined above, provided that when Q, T, U, V, W, X, Y or Z is N there is no substituent at the N.

[00106] In another preferred embodiment of the compounds of Formula Vb, Rl is methyl or ethyl, more preferably methyl;
RZ is H; halo; N3;
C1_6 alkyl (preferably C1_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro, difluoro, or trifluoro);
-~2a wherein X is S or O, and RZa is C1_6 alkyl (preferably C1_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro-, difluoro-, or trifluoro-substituted);
-COZRd, wherein Rd is C~_3 alkyl, preferably methyl or ethyl; or N(Ra)(Rb) wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), C1_3 alkyl (preferably CH3), C,_6 hydroxyalkyl (preferably CZ_3 hydroxyalkyl, more preferably-CHZCHzOH), or C,_6 alkyl (preferably C1_3 alkyl, more preferably CH3) that is optionally substituted with -N(Re)(Rf) wherein Re and Rf are independently H, OH (Re and Rf are not both OH), C~_3 alkyl (preferably CH3), or C2_3 hydroxyalkyl (preferably -CHZCH20H), and wherein optionally Ra and Rb together may form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl);
5~

R3 is H; halo; C ~ _3 alkyl; or C ~ _3 alkoxy;
R4, and R6 are independently H; halo (preferably F or Cl); N3; C~_3 alkyl (preferably CH3); C~_3 alkoxy (preferably OCH3); or -N(Ra)(Rb) wherein Ra and Rb are independently H, OH, C ~ _3 alkyl, hydroxy-C, _3 alkyl, and optionally Ra and Rb together may form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl), and wherein Ra and Rb are not both OH;
RS is H;
R7 and Rl1 are independently H, halo (preferably F), CH3, or OCH3;
Rg and R,o are independently H; halo (preferably F or C1, more preferably F);
C~_3 alkyl (preferably CH3); C~_3 alkoxy (preferably OCH3); and R9 is selected from the group: H; OH; Cl; N3; C~_3 alkyl (preferably methyl or ethyl) or C~_3 haloalkyl (preferably monofluoromethyl, difluoromethyl, trifluoromethyl);
-OR9a, wherein R9a is C1_3 alkyl (i.e., methyl, ethyl, propyl, isopropyl) or C1_3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CHzF, CHF2, CF3);
-N(Ra)(Rb) wherein Ra and Rb are independently H or C~_3 alkyl; or -COOR9b, wherein R9b is C~_3 alkyl (preferably methyl or ethyl); and optionally R9 and one of Rg and Rio together form a 3, 4, 5, or 6-membered heterocycle; preferably when R9 is H, at least one of R8 and Rlo is not H, more preferably R9 is other than H; and Q, T, U, V, W, X, Y, and Z are independently C or N, provided that at least one of W, X, Y, and Z is N, wherein when Q, T, U, V, W, X, Y, or Z is nitrogen, then there is no substituent at the N.

[00107] In more preferred embodiment, compounds of the invention include compounds of Formula Vb or pharmaceutically acceptable salts or solvates thereof, wherein:
R, is methyl or ethyl, preferably methyl;
RZ is H, methyl, ethyl, Cl, F, fluoromethyl (CHZF, CHF2, CF3), C~_3 hydroxyalkyl (preferably CHzOH or CHzCHZOH), NH2, NH20H, -NHCHzCHzOH, NHCH3, N(CH3)Z, N3, morpholino, OCH3, OCZHS, or SCH3;
R3 is H, CH3, OCH3, F, or Cl;
R4, and R6 are independently H, CH3, NH2, N3, F, or Cl;

RS is H;
R~ and RI l are independently H, F, or OCH3;
Rg and Rlo are independently H, F, Cl, or OCH3;
R9 is selected from the group of consisting of H; OH; Cl; N3; Cl_3 alkyl (preferably methyl or ethyl); C1_3 haloalkyl (preferably monofluoromethyl, difluoromethyl, trifluoromethyl); -OR9a where R9a is C~_3 alkyl (i.e., methyl, ethyl, propyl, isopropyl) or C1_3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CHZF, CHFz, CF3); N(Ra)(Rb) wherein Ra and Rb are independently H or C1_3 alkyl; and -COOR9b, wherein R9b is Cl_3 alkyl (preferably methyl or ethyl), and optionally R9 and one of Rg and Rlo together form a 3, 4, 5, or 6-membered heterocycle; preferably when R9 is H, at least one of Rg and RIO is not H, more preferably R9 is other than H; and Q, T, U, V, W, X, Y and Z are as defined above, provided that when Q, T, U, V, W, X, Y or Z is N, then there is no substituent at the N. Preferably in this embodiment, when R9 is alkyl, then RZ is not H.

[00108] In an even more preferred embodiment, compounds of the invention include compounds of Formula Vb or pharmaceutically acceptable salts or solvates thereof, wherein RI is methyl; R2 is H, methyl, Cl, -CHZOH, -NHZ, -NHCH3, -NHCHZCHzOH, -OCH3, -SCH3, or -CHZF; R~ is H, methyl, -OCH3, or Cl; R4 is H, methyl, or NHz; RS is H; R6 is H or methyl; R7 and RI I are independently H or F; Rg and Rlo are independently H, or F or OCH3; and R9 is -OCH3, -OCZHS, - N(CH3)2>
-COZCH3, -OCHF2, or N3; and Q, T, U, V, W, X, Y, and Z are as defined above, provided that when Q, T, U, V, W, X, Y, or Z is N, then there is no substituent at the N.

[00109] In all embodiments of the compounds of Formula Vb, it is preferred that one of W, X, Y and Z is N, or two of W, X, Y and Z are N. In any of the embodiments, preferably one or two of Q, T, U and V are N. For example, Q and V can be both N, and T and U are C.

[00110] Another specifical group of compounds of Formula V include those represented by Formula Vc:

Rio R» \ % Rs Z
R~~ ~ ~X~
Ra N ~ R8 R
R4 ~ \ N z R5 _ N R2 (V c) or pharmaceutically acceptable saltsor solvates thereof, wherein:
R, is methyl or ethyl, preferably methyl;
RS is H, F, Cl, N3, methyl, methoxy or NHz, with the proviso that when RS is methoxy, Rl is methyl; preferably RS is H, F or N3, more preferably H or F, and most preferably H;
Rz - R4, and R6 - R~ 1 are independently H, halo, N3, OH, thiol, vitro, CN, NHz, C ~ _6 alkyl, Cz_6 alkenyl, Cz_6 alkynyl, C~_6 alkoxy, C1-6 alkylthiol, halo-C1_6 alkyl, Cz~
alkenyl-O-, Cz_6 alkynyl-O-, hydroxy-C 1 _6 alkyl, C 1 _6 alkoxy-C 1 _6 alkyl, acyl, C1-6 acyloxy, --C1_6 alkyl-C(O)O-C~_6 alkyl, --C(O)O-C1_6 alkyl, C~_6 alkyl-C(O)O-C~_6 alkyl-, Cl_6 acylamido, -N(Ra)(Rb), -C,-6 alkyl-C(O)N(Ra)(Rb), --C(O)N(Ra)(Rb), N(Ra)(Rb)-C1~ alkyl-, 3, 4, 5, or 6-membered carbocycle, heterocycle, aryl, or heteroaryl, wherein Ra and Rb are independently H, OH
(Ra and Rb are not both OH), Cz_6 hydroxyalkyl, or C1_6 alkyl, or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl);
wherein any of the groups is optionally substituted with 1-3 substituents wherein each substituent is independently halo, N3, OH, thiol, vitro, CN, C~_6 alkyl, Cz_6 alkenyl, Cz_6 alkynyl, C,_6 alkoxy, C1_6 alkylthiol, Cz_6 alkenyl-O-, Cz_6 alkynyl-O-, hydroxy-C ~ _6 alkyl, C ~ _6 alkoxy-C ~ _6 alkyl, C ~ _6 acyl, C 1 _6 acylox y, -C ~ ~
alkyl-C(O)O-CI_6 alkyl, -C(O)O-C1_6 alkyl, C1_6 alkyl-C(O)O-C~_6 alkyl-, Cl-6 acylamido, -N(Ra)(Rb), ~~.~ alkyl-C(O)N(Ra)(Rb), ~(O)N(Ra)(R~), N(Ra)(Rb)-C1_6 alkyl-, wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), Cz_6 hydroxyalkyl, or CI_6 alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle, wherein optionally any two adjacent R7 - R> > groups together form a 3, 4, 5 or 6-membered carbocycle or heterocycle; and W, X, Y and Z are independently C or N, provided that at least one of W, X, Y
and Z
is N, and wherein when W, X, Y or Z is N, then there is no substituent at the N.
[00111 ] In a specific embodiment, preferably when R9 is H, then at least one of Rg and Rio is not H, more preferably R9 is other than H.
[00112] In one embodiment of the compounds of Formula Vc, Rz is H; halo; N3;
C1_6 alkyl (preferably C1_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro, difluoro, or trifluoro);
-XRZa wherein X is S or O, and R2a is C1_6 alkyl (preferably C1_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro-, difluoro-, or trifluoro-substituted);
-C02Rd, wherein Ra is C,_3 alkyl, preferably methyl or ethyl; or N(Ra)(Rb) wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), C,_3 alkyl (preferably CH3), C,_6 hydroxyalkyl (preferably C2_3 hydroxyalkyl, more preferably-CH2CHzOH), or C1_6 alkyl (preferably C~_3 alkyl, more preferably CH3) that is optionally substituted with N(Re)(Rf) wherein Re and Rf are independently H, OH (Re and Rf are not both OH), C1_3 alkyl (preferably CH3), or Cz_3 hydroxyalkyl (preferably -CH2CH20H), and wherein optionally Ra and Rb together may form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl).
[00113] In another embodiment of the compound of Formula Vc, Rz is H, methyl, ethyl, Cl, F, fluoromethyl (CHZF, CHF2, CF3), C1_3 hydroxyalkyl (preferably CHZOH
or CHZCHZOH), NH2, NHZOH, -NHCHZCHZOH, NHCH3, N(CH3)Z, N3, morpholino, OCH3, OC2H5, or SCH3.
(00114] In preferred embodiment, RZ is H, methyl, Cl, -CH20H, -NH2, -NHCH3, -NHCHZCH20H, -OCH3, -SCH3, or -CHZF.
(00115] In one embodiment, R9 is selected from the group consisting of H; OH;
Cl;
N3; Cl_3 alkyl (preferably methyl or ethyl) or C~_3 haloalkyl (preferably monofluoromethyl, difluoromethyl, trifluoromethyl); -OR9a, wherein R9a is C~_3 alkyl (i.e., methyl, ethyl, propyl, isopropyl) or C~_3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CHZF, CHFz, CF3); N(Ra)(Rb) wherein Ra and Rb are independently H or C,_3 alkyl; or -COOR9b, wherein R9b is C~_3 alkyl (preferably methyl or ethyl); and optionally R9 and one of R8 and Rlo together form a 3, 4, 5, or 6-membered heterocycle.
[00116] In another embodiment, R9 is -OCH3, -OCZHS, - N(CH3)2, -COZCH3, -OCHF2, or N3.
[00117] In yet another embodiment, when R9 is H, then at least one of R$ and Rlo is not H. In another embodiment, when R9 is alkyl, then RZ is not H.
[00118] In a specific embodiment, compounds of the invention include compounds of Formula Vc or pharmaceutically acceptable salts or solvates thereof, wherein:
R, is C~_2 alkyl, and preferably R, is methyl;
RS is H or F, preferably H;
Rz-R4, Rb, Rg-Rio are independently H; halo; N3;
C1_6 alkyl (preferably C~_3 alkyl, more preferably CH3) optionally substituted with 1, 2 or 3 substituents, each substituent being independently OH, halo, C ~ _3 alkoxy, (halo) C ~ _3 alkoxy, -N(Ra)(Rb) where Ra and Rb are independently H, OH (Ra and Rb are not both OH), C2_6 hydroxyalkyl, or C,_6 alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle;
-XR° wherein X is S or O and R° is C» alkyl (preferably C1_3 alkyl, more preferably CH3) optionally substituted with with 1, 2 or 3 substituents, each substituent being independently OH, halo, C,_3 alkoxy, C2-C4 alkenyl, C2-C4 alkynyl, -N(Ra)(Rb) where Ra and Rb are independently H, OH (Ra and Rb are not both OH), C2_6 hydroxyalkyl, or C~_6 alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, S or 6-membered heterocycle;
- (Co_3 alkyl)COZRa, wherein Ra is an C~_6 alkyl (preferably C,_3 alkyl, more preferably methyl or ethyl) optionally substituted with 1, 2 or 3 substituents, each substituent being independently OH, halo, C1_3 alkoxy (e.g., fluoroalkoxy), -N(Ra)(Rb) where Ra and Rb are independently H, OH (Ra and Rb are not both OH), Cz_6 hydroxyalkyl, or C~_6 alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle; or -N(Ra)(Rb) where Ra and Rb are independently H; OH (Ra and Rb are not both OH); Cz_6 hydroxyalkyl; C1_6 alkyl; or C1_6 alkyl substituted with -N(Re)(Rf) where Re and Rf are independently H, OH (Re and Rf are not both OH), or C,-3 alkyl; wherein optionally Ra and Rb together, and/or Re and Rf together, with the nitrogen atom to which they are linked form a 3, 4, 5 or 6-membered heterocycle;
-(Co_3 alkyl)C(O)N(Ra)(Rb) wherein Ra and Rb are independently C~_3 alkyl, Cz_3 hydroxyalkyl or C~_3 haloalkyl; preferably when R9 is H, then at least one of R8 and Rlo is not H, more preferably R9 is other than H;
R~ and Rll are independently H, halo (preferably F or Cl, more preferably F), C1_3 alkyl (preferably CH3), or C1~ alkoxy (preferably OCH3); and W, X, Y, and Z are as defined above, provided that when W, X, Y or Z is N
there is no substituent at the N.
[00119] In another preferred embodiment of the compounds of Formula Vc, Rl is methyl or ethyl, more preferably methyl;
Rz is H; halo; N3;
C1_6 alkyl (preferably C~_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro, difluoro, or trifluoro);
-XRza wherein X is S or O, and Rza is C~_6 alkyl (preferably C~_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro-, difluoro-, or trifluoro-substituted);
-COZRa, wherein Rd is C1_3 alkyl, preferably methyl or ethyl; or -N(Ra)(Rb) wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), C,_3 alkyl (preferably CH3), C~_6 hydroxyalkyl (preferably Cz_3 hydroxyalkyl, more preferably-CHzCHZOH), or C~_6 alkyl (preferably C1_3 alkyl, more preferably CH3) that is optionally substituted with -N(R')(Rf) wherein Re and Rf are independently H, OH (Re and Rf are not both OH), C1_3 alkyl (preferably CH3), or Cz_3 hydroxyalkyl (preferably -CH2CH20H), and wherein optionally Ra and Rb together may form a 3, 4, S or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl);
R3 is H; halo; C 1 _3 alkyl; or C 1 _3 alkoxy;
R4, R6 are independently H; halo (preferably F or Cl); N3; C,_3 alkyl (preferably CH3); C1_3 alkoxy (preferably OCH3); or -N(Ra)(Rb) wherein Ra and Rb are independently H, OH, Cl_3 alkyl, (hydroxy)C1_3 alkyl, and optionally Ra and Rb together may form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl), and wherein Ra and Rb are not both OH;
RS is H;
R7 and R, I are independently H, halo (preferably F), CH3, or OCH3;
R8 and Rlo are independently H; halo (preferably F or Cl, more preferably F);

alkyl (preferably CH3); C1_3 alkoxy (preferably OCH3); and R9 is selected from the group: H; OH; Cl; N3; C1_3 alkyl (preferably methyl or ethyl) or C1_3 haloalkyl (preferably monofluoromethyl, difluoromethyl, trifluoromethyl);
-OR9a, wherein R9a is C1_3 alkyl (i.e., methyl, ethyl, propyl, isopropyl) or haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CHZF, CHF2, CF3);
-N(Ra)(Rb) wherein Ra and Rb are independently H or C1_3 alkyl; --(Co_3 alkyl)COOR9b, wherein R9b is C1_3 alkyl (preferably methyl or ethyl); or -(Co_3 alkyl)C(O)N(Ra)(Rb) wherein Ra and Rb are independently Cl_3 alkyl; and optionally R9 and one of R8 and Rio together form a 3, 4, 5, or 6-membered heterocycle; preferably when R9 is H, then at least one of R8 and Rlo is not H, more preferably R9 is other than H; and W, X, Y, and Z are independently C or N, provided that at least one of W, X, Y, and Z is N, wherein when W, X, Y, or Z is nitrogen, then there is no substituent at the N.
In more preferred embodiment, compounds of the invention include compounds of Formula Vc or pharmaceutically acceptable salts or solvates thereof, wherein:
Rl is methyl or ethyl, preferably methyl;
RZ is H, methyl, ethyl, Cl, F, fluoromethyl (CHZF, CHFz, CF3), C1_3 hydroxyalkyl (preferably CHZOH or CHzCHzOH), NHZ, NHZOH, -NHCHzCHZOH, NHCH3, N(CH3)Z, N3, morpholino, OCH3, OCZHS, or SCH3;

R3 is H, CH3, OCH3, F, or Cl;
R4 and R6 are independently H, CH3, NH2, N3, F, or Cl;
RS is H;
R~ and Rl l are independently H, F, or OCH3;
R8 and Rlo are independently H, F, Cl, or OCH3;
R9 is selected from the group of consisting of H; OH; Cl; N3; C~_3 alkyl (preferably methyl or ethyl); C1_3 haloalkyl (preferably monofluoromethyl, difluoromethyl, trifluoromethyl); -OR9a where R9a is C~_3 alkyl (i.e., methyl, ethyl, propyl, isopropyl) or C1_3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CHZF, CHF2, CF3); -N(Ra)(Rb) wherein Ra and Rb are independently H or C1-3 alkyl; and -COOR9b, wherein R9b is C~_3 alkyl (preferably methyl or ethyl), and optionally R9 and one of R8 and Rio together form a 3, 4, 5, or 6-membered heterocycle; preferably when R9 is H, then at least one of R8 and Rlo is not H, more preferably R9 is other than H; and W, X, Y and Z are as defined above, provided that when W, X, Y or Z is N, then there is no substituent at the N. Preferably in this embodiment, when R9 is alkyl, RZ
not H.
[00120] In a even more preferred embodiment, compounds of the invention include compounds of Formula Vc or pharmaceutically acceptable salts or solvates thereof, wherein Rl is methyl; RZ is H, methyl, C1, -CHZOH, -NH2, -NHCH3, -NHCH2CHZOH, -OCH3, -SCH3, or -CHZF; R3 and R,Z are independently H, methyl, -OCH3, or Cl; R4 is H, methyl, or NH2; RS is H; R6 and R~3 are independently H
or methyl; R7 and R~, are independently H or F; R8 and Rio are independently H, or F or OCH3; and R9 is -OCH3, -OC2H5, - N(CH3)z, -C02CH3, -OCHFZ, or N3; and W, X, Y, and Z are as defined above, provided that when W, X, Y, or Z is N, then there is no substituent at the N.
[00121] In all embodiments of the compounds of Formula Vc, it is preferred that one ofW,X,YandZisN,ortwoofW,X,YandZareN.
[00122] Other preferred compounds of the present invention are those represented by Formula VI:

R~ o R> > \ R9 R~
Rs \ N \ Rs I
~a\T~Q .\ B R~
R~2 U\ ~ /
w R13 (VI) or pharmaceutically acceptable salts or solvates thereof, wherein:
R~ is methyl or ethyl, preferably methyl;
RS is H or F, preferably H;
Rz - R4, and R6 - R13 are independently H, halo, N3, OH, thiol, nitro, CN, NHz, C~_6 alkyl, Cz_6 alkenyl, Cz_6 alkynyl, Cl_6 alkoxy, C~_6 alkylthiol, halo-C1_6 alkyl, Cz~
alkenyl-O-, Cz_6 alkynyl-O-, hydroxy-C ~ _6 alkyl, C 1 _6 alkoxy-C 1 _6 alkyl, C ~ _6 acyl, C~_6 acyloxy, --C1_6 alkyl-C(O)O-C1_6 alkyl, -C(O)O-C1_6 alkyl, C~_6 alkyl-C(O)O-C~_6 alkyl-, C1_6 acylamido, N(Ra)(Rb), --C» alkyl-C(O)N(Ra)(Rb), -C(O)N(Ra)(Rb), N(Ra)(Rb)-C1_6 alkyl-, 3, 4, 5, or 6-membered carbocycle, heterocycle,. aryl, or heteroaryl, wherein Ra and Rb are independently H, OH
(Ra and Rb are not both OH), Cz_6 hydroxyalkyl, or C1_6 alkyl, or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl);
wherein any of the groups is optionally substituted with 1-3 substituents wherein each substituent is independently halo, N3, OH, thiol, nitro, CN, C1~ alkyl, Cz~
alkenyl, Cz~ alkynyl, C~_6 alkoxy, C~_6 alkylthiol, Cz_6 alkenyl-O-, Cz_6 alkynyl-O-, hydroxy-Cl_6 alkyl, C» alkoxy-Cl_6 alkyl, C,_6 aryl, C,_6 acyloxy, --Cl_6 alkyl-C(O)O-C1_6 alkyl, -C(O)O-C1_6 alkyl, C~_6 alkyl-C(O)O-C,_6 alkyl-, C~_6 acylamido, N(Ra)(Rb), --C1-s alkyl-C(O)N(Ra)(Rb), -C(O)N(Ra)(Rb), N(Ra)(Rb)-Cl_6 alkyl-, wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), Cz_6 hydroxyalkyl, or C~_6 alkyl or Ra and Rb together with the nitrogen atom to which they are both linked to form a 3, 4, 5 or 6-membered heterocycle, wherein optionally any two adjacent R7 - RI ~ groups together form a 3, 4, 5 or 6-membered carbocycle or heterocycle; and B, D, Q, T, U and V are independently C or N, provided that at least one of B
and D
is N, and when B, D, Q, T, U or V is N, then there is no substituent at the N;
wherein when Q, T, U and V are all C, then R9 is not carboxyalkoxy or an ester thereof (preferably R9 is not -O(C~_6 alkyl)C(O)O(C1_6 alkyl); wherein when R9 is H
then at least one of Rg and Rlo is not H or halo or alkyl; and wherein when R9 is alkyl, then Rz is not aryl.
[00123] In one embodiment, compounds of the invention include compounds of Formula VI or pharmaceutically acceptable salts or solvates thereof, wherein:
Rl is methyl or ethyl, preferably methyl;
RS is H or F, preferably H;
Rz - R4, R6 - R» are independently H, halo, N3, OH, thiol, nitro, CN, NHz, C1_6 alkyl, Cz_6 alkenyl, Cz_6 alkynyl, C~_6 alkoxy, C1_6 alkylthiol, halo-C1_6 alkyl, Cz~
alkenyl-O-, Cz_6 alkynyl-O-, hydroxy-C 1 _6 alkyl, C 1 _6 alkoxy-C 1 _6 alkyl, C, _6 acyl, C~_6 acyloxy, -C1_6 alkyl-C(O)O-CI_6 alkyl, -C(O)O-C1_6 alkyl, C~_6 alkyl-C(O)O-C1_6 alkyl-, C,_6 acylamido, -N(Ra)(Rb), -C~_6 alkyl-C(O)N(Ra)(Rb), -C(O)N(Ra)(Rb), N(Ra)(Rb)-C1_6 alkyl-, 3, 4, 5, or 6-membered carbocycle, heterocycle, aryl, or heteroaryl, wherein Ra and Rb are independently H, OH
(R8 and Rb are not both OH), Cz_6 hydroxyalkyl, or C~_6 alkyl, or Ra and Rb together with the nitrogen atom to which they are both linked to form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl);
wherein any of the groups is optionally substituted with 1-3 substituents wherein each substituent is independently halo, N3, OH, thiol, nitro, CN, C1_6 alkyl, Cz~
alkenyl, Cz_6 alkynyl, C,_6 alkoxy, C1_6 alkylthiol, Cz_6 alkenyl-O-, Cz_6 alkynyl-O-, hydroxy-C ~ _6 alkyl, C 1 _6 alkoxy-C 1 _6 alkyl, C ~ _6 acyl, C 1 _6 acyloxy, --C 1 ~
alkyl-C(O)O-C~_6 alkyl, -C(O)O-C1_6 alkyl, C~_6 alkyl-C(O)O-C,_6 alkyl-, C1_6 acylamido, N(Ra)(Rb), -C» alkyl-C(O)N(Ra)(Rb), -C(O)N(Ra)(Rb), N(Ra)(Rb)-C~_6 alkyl-, wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), Cz_6 hydroxyalkyl, or C, _6 alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered 6~

heterocycle, wherein optionally any two adjacent R7 - R, ~ groups together form a 3, 4, S or 6-membered carbocycle or heterocycle;
exactly one of B and D is N; and Q, T, U and V are independently C or N, wherein at least one of Q, T, U and V
is N, and when Q, T, U or V is N there is no substituent at the N, provided that when R9 is H then R2 is not optionally substituted aryl or heteroaryl. Preferably, Rg and Rlo are not both H, or one H and the other alkyl. Preferably when R9 is H then at least one of R8 and Rio is not H or alkyl. More preferably, when R9 is H then at least one of R8 and Rio is not H, alkyl, or halo.
[00124] In one embodiment, R9 is selected from the group consisting of H, OH, Cl, N3:
C~_6 alkyl (preferably CI_3 alkyl, more preferably CH3) optionally substituted with 1, 2 or 3 substituents, each substituent being independently OH, halo, C~_3 alkoxy, (halo)C1_3 alkoxy, N(Ra)(Rb) where Ra and Rb are independently H, OH
(Ra and Rb are not both OH), CZ~ hydroxyalkyl, or C~_3 alkyl or Ra and Rb together with the nitrogen atom to which they are both linked to form a 3, 4, 5 or 6-membered heterocycle;
-XR° wherein X is S or O and R° is C~_6 alkyl (preferably C1_3 alkyl, more preferably CH3) optionally substituted with with 1, 2 or 3 substituents, each substituent being independently OH, halo, C,_3 alkoxy, or (halo)C1_3 alkoxy;
- (Co_3 alkyl)C02Rd, wherein Rd is an C1_6 alkyl (preferably C1_3 alkyl, more preferably methyl or ethyl) optionally substituted with 1, 2 or 3 substituents, each substituent being independently OH, halo, C1_3 alkoxy (e.g., fluoroalkoxy), -N(Ra)(Rb) where Ra and Rb are independently H, OH (Ra and Rs are not both OH), CZ~ hydroxyalkyl, or C1_3 alkyl or Re and Rb together with the nitrogen atom to which they both are linked form a 3, 4, S or 6-membered heterocycle;
N(Ra)(Rb) where Ra and Rb are independently H, OH (Ra and Rb are not both OH), CZ.~ hydroxyalkyl, C1_3 alkyl, or C1_3 alkyl substituted with N(R')(Rf) where Re and Rf are independently H, OH (Re and Rf are not both OH), or C1_3 alkyl;
wherein optionally Ra and Rb together with the N form a 3, 4, 5 or 6-membered heterocycle, and optionally Re and Rf together with the nitrogen atom to which they both are linked form a 3, 4, 5 or 6-membered heterocycle; or -(Co_3 alkyl)C(O)N(Ra)(Rb) where Ra and Rb are independently H or C~_3 alkyl; and optionally R9 and one of R8 and Rlo together form a 3, 4, S, or 6-membered heterocycle; preferably R9 is selected from the group outlined above except R9 is not H and C ~ _6alkyl.
[00125] In another embodiment, R9 is H; OH; Cl; N3; C~_3 alkyl (preferably methyl;
C1_3 haloalkyl (preferably monofluoromethyl, difluoromethyl, trifluoromethyl);
-OR9a, wherein R9a is C~_4 alkyl or C1_3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CHZF, CHF2, CF3); -NH(Ra); N(Ra)(Rb) where Ra and Rb are independently C1_3 alkyl; or -COOR9b, wherein R9b is C1_3 alkyl (preferably methyl or ethyl); and optionally R9 and one of Rg and Rio together form a 3, 4, 5, or 6-membered heterocycle; preferably R9 is selected from the group outlined above except R9 is not H or C1_3alkyl.
[00126] In a preferred embodiment, R9 is N3, ~R9a wherein R9a is C1_3 alkyl optionally substituted with 1-7 F, -N(R$)(Rb) where Ra and Rb are independently C1_ 3 alkyl, -COOR9b where R9b is C1_3 alkyl.
[00127] In a more preferred embodiment, R9 is -OCH3, -OCZHS, -N(CH3)2, -COZCH3, -OCHFZ, or N3.
[00128] In the various embodiments of the compounds according to Formula VI
preferably when R9 is H, Rg or Rlo or both are independently OH; Cl; N3; -XR9a, where X is O or S, and R9a is C1~ alkyl or C,_3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CHZF, CHFz, CF3); NH(Ra) or N(Ra)(Rb) where Ra and Rb are independently C~_3 alkyl; or -COOR9b, wherein R9b is C1_3 alkyl (preferably methyl or ethyl). More preferably, when R9 is H, R8 or Rio or both are independently N3, -OR9a, wherein R9a is C1~ alkyl or C1_3 haloalkyl; -N(Ra)(Rb) where Ra and Rb are independently C1_3 alkyl; or -COOR9b, wherein R9b is C~_3 alkyl (preferably methyl or ethyl). Even more preferably when R9 is H, R8 or Rio or both are C~_3 alkoxy or C~_3 haloalkoxy.
[00129] Also preferably in the various embodiments, when R9 is H then RZ is not H, and preferably Rz is halo; C1_3 alkyl optionally substituted with OH or halo (preferably F, e.g., monofluoro, difluoro, or trifluoro); -XRZa wherein X is S
or O
and RZa is C~_3 alkyl (preferably C1_3 alkyl, more preferably CH3) optionally substituted with halo (preferably F, e.g., monofluoro-, difluoro-, or trifluoro-substituted); or -N(Ra)(Rb) wherein Ra and Rb are independently H, OH (R8 and Rb are not both OH), C~_3 alkyl (preferably CH3), Cz_3 hydroxyalkyl. More preferably RZ is methyl, ethyl, Cl, F, fluoromethyl (CH2F, CHF2, CF3), C1_3 hydroxyalkyl (preferably CHZOH or CHZCHzOH), NH2, NH20H, -NHCHzCHzOH, NHCH3, N(CH3)2, N3, morpholino, OCH3, OC2H5, or SCH3.
[00130] Also preferably, when R9 is C,_6 alkyl or C1_6 haloalkyl, R2 is not H, and preferably is methyl, ethyl, Cl, F, fluoromethyl (CHZF, CHF2, CF3), C~_3 hydroxyalkyl (preferably CHZOH or CH2CH20H), NH2, NHzOH, -NHCH2CHZOH, NHCH3, N(CH3)Z, N3, morpholino, OCH3, OCZHS, or SCH3.
[00131] In one embodiment, RZ is H; halo; N3; C1~ alkyl (preferably C1_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro, difluoro, or trifluoro); -XRZa wherein X is S or O, and RZa is C1_6 alkyl (preferably C1_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro-, difluoro-, or trifluoro-substituted); -COZRd, wherein Ra is C~_3 alkyl, preferably methyl or ethyl; or -N(Ra)(Rb) wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), C1_3 alkyl (preferably CH3), C1~ hydroxyalkyl (preferably CZ_3 hydroxyalkyl, more preferably -CHZCHZOH), or C~_6 alkyl (preferably C,_3 alkyl, more preferably CH3) that is optionally substituted with -N(Re)(Rf) wherein Re and Rf are independently H, OH
(Re and Rf are not both OH), C1_3 alkyl (preferably CH3), or C2_3 hydroxyalkyl (preferably -CHZCH20H), and wherein optionally Ra and Rb together with the N
they are both linked to may form a 3, 4, S or 6-membered heterocycle.
[00132] In a preferred embodiment, RZ is H; halo; C1_3 alkyl optionally substituted with OH or halo (preferably F, e.g., monofluoro, difluoro, or trifluoro); -XRZa wherein X is S or O and RZa is C~_3 alkyl (preferably C1_3 alkyl, more preferably CH3) optionally substituted with halo (preferably F, e.g., monofluoro-, difluoro-, or trifluoro-substituted); or -N(Ra)(Rb) wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), C~_3 alkyl (preferably CH3), Cz_3 hydroxyalkyl.
[00133] In preferred embodiments, RZ is H, methyl, ethyl, Cl, F, fluoromethyl (CHZF, CHFZ, CF3), C,_3 hydroxyalkyl (preferably CH20H or CHZCHzOH), NH2, NHZOH, -NHCHzCHzOH, NHCH3, N(CH3)2, N3, morpholino, OCH3, OCZHS, or SCH3.

[00134] In more preferred embodiments, Rz is H, methyl, Cl, -CHZOH, -NH2, -NHCH3, -NHCHZCHZOH, -OCH3, -SCH3, or -CHZF.
[00135] In all embodiments of the compound of Formula VI, it is preferred that one or two of Q, T, U and V are N. For example Q and V are N and T and U are C.
[00136] In one embodiment, compounds of the invention include compounds of Formula VI or pharmaceutically acceptable salts or solvates thereof, wherein:
Rl is methyl or ethyl, preferably methyl;
RZ is H; halo; N3;
C~_6 alkyl (preferably C1_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro, difluoro, or trifluoro);
-XRZa wherein X is S or O, and RZa is C1_6 alkyl (preferably C,_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro-, difluoro-, or trifluoro-substituted);
-COZRd, wherein Rd is C~_3 alkyl, preferably methyl or ethyl; or N(Ra)(Rb) wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), C1_3 alkyl (preferably CH3), C,_6 hydroxyalkyl (preferably C2_3 hydroxyalkyl, more preferably-CHZCHZOH), or C,_6 alkyl (preferably C~_3 alkyl, more preferably CH3) that is optionally substituted with -N(Re)(Rf) wherein Re and Rf are independently H, OH (Re and Rf are not both OH), C1_3 alkyl (preferably CH3), or C2_3 hydroxyalkyl (preferably -CH2CH20H), and wherein optionally Ra and Rb together with the N they are both linked to may form a 3, 4, S or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl);
R3 is H; halo; C~_3 alkyl; or C1_3 alkoxy;
R4 and R6 are independently H; halo (preferably F or Cl); N3; C» alkyl (preferably more preferably CH3); C~_3 alkoxy (preferably OCH3); or -N(RZb)(R2~) wherein Rzb and RZ~ are independently H, OH, C~_6 alkyl (preferably C1_3 alkyl, more preferably CH3), C~_6 hydroxyalkyl (preferably CZ_3 hydroxyalkyl, more preferably -CHZCH20H), or CI_6 alkyl (preferably C1_3 alkyl, more preferably CH3) that is optionally substituted with -N(RZd)(R2e) wherein RZd and RZe are independently H, OH, C1_3 alkyl (preferably CH3) or Cz_3 hydroxyalkyl (preferably -CHzCH20H), wherein RZb and RZ~ together with the N they are both 6g linked to may form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl), and wherein RZb and R2~ are not both OH, RZd and R2e are not both OH;
RS is H or F, preferably H;
R7 and R> > are independently H; halo (preferably F or Cl, more preferably F);
CH3;
or OCH3;
R8 and Rlo are independently H; halo (preferably F or Cl, more preferably CI);
OH;
N3; C1_3 alkyl (preferably CH3); C1_3 alkoxy (preferably OCH3); C1_3 haloalkyl (preferably monofluoromethyl, difluoromethyl, trifluoromethyl); -XR9a, where X is O or S, and R9a is C1~ alkyl or C1_3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CHZF, CHF2, CF3); -NH(Ra) or N(Ra)(Rb) where Ra and Rb are independently C~_3 alkyl; or -COOR9b, wherein R9b is C~_3 alkyl (preferably methyl or ethyl);
R9 is selected from the group consisting of H, OH, Cl, N3;
C1_6 alkyl (preferably C~_3 alkyl, more preferably CH3) optionally substituted with 1, 2 or 3 substituents, each substituent being independently OH, halo, C1_3 alkoxy, (halo)C~_3 alkoxy, N(Ra)(Rb) where Ra and Rb are independently H, OH
(Ra and Rb are not both OH), C2~ hydroxyalkyl, or C1_3 alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle;
-XR~ wherein X is S or O and R° is C1_6 alkyl (preferably C~_3 alkyl, more preferably CH3) optionally substituted with with 1, 2 or 3 substituents, each substituent being independently OH, halo, C1_3 alkoxy, or (halo)C1_3 alkoxy;
- (Co_3 alkyl)C02Rd, wherein Rd is an C~_6 alkyl (preferably C~_3 alkyl, more preferably methyl or ethyl) optionally substituted with 1, 2 or 3 substituents, each substituent being independently OH, halo, C~_3 alkoxy (e.g., fluoroalkoxy), -N(Ra)(Rb) where Ra and Rb are independently H, OH (Ra and Rb are not both OH), C2.~ hydroxyalkyl, or C~_3 alkyl or Re and Rb together with the nitrogen atom to which they both are linked form a 3, 4, 5 or 6-membered heterocycle;
-N(Ra)(Rb) where Ra and Rb are independently H, OH (Ra and Rb are not both OH), Cz~ hydroxyalkyl, C, _3 alkyl, or C, _3 alkyl substituted with -N(Re)(Rf) where Re and Rf are independently H, OH (Re and Rf are not both OH), or C1_3 alkyl;
wherein optionally Ra and Rb together with the N~ form a 3, 4, S or 6-membered heterocycle, and optionally Re and Rf together with the nitrogen atom to which they both are linked form a 3, 4, S or 6-membered heterocycle; or -(Co_3 alkyl)C(O)N(Ra)(Rb) where Ra and Rb are independently H or C1-3 alkyl; and optionally R9 and one of Rg and Rlo together form a 3, 4, 5, or 6-membered heterocycle; provided that when R9 is H, at least one of Rg and Rlo is not hydrogen or alkyl;
exactly one of B and D is N; and Q, T, U and V are independently C or N, provided that at least one of Q, T, U
and V
is N, wherein when Q, T, U or V is N, then there is no substituent at the N. In some specific embodiments, one or two of Q, T, U and V are N.
[00137] Preferably when R9 is H, R8 or Rio or both are independently OH; Cl;
N3;
-~9a~ where X is O or S, and R9a is C1.~ alkyl or C~_3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CHZF, CHFZ, CF3); NH(Ra) or -N(Ra)(Rb) where Ra and Rb are independently C~_3 alkyl; or -COOR9b, wherein R9b is C1_3 alkyl (preferably methyl or ethyl). More preferably, when R9 is H, Rg or R~o or both are independently N3, -OR9a, wherein R9a is C» alkyl or C~_3 haloalkyl, or N(Ra)(Rb) where Ra and Rb are independently C1_3 alkyl; or -COOR9b, wherein R9b is C~_3 alkyl (preferably methyl or ethyl). Even more preferably when R9 is H, Rg or Rlo or both are C1_3 alkoxy or C~_3 haloalkoxy.
[00138] Also preferably, when R9 is C,_6 alkyl or C1_6 haloalkyl, Rz is methyl, ethyl, Cl, F, fluoromethyl (CHzF, CHFz, CF3), C1_3 hydroxyalkyl (preferably CH20H or CHZCHzOH), NHZ, NHZOH, -NHCHZCHZOH, NHCH3, N(CH3)2, N3, morpholino, OCH3, OC2H5, or SCH3.
[00139] In another preferred embodiment, compounds of the invention include compounds of Formula VI or pharmaceutically acceptable salts or solvates thereof, wherein:
R~ is methyl or ethyl, and preferably methyl;
RZ is H; halo; N3;

C~_6 alkyl (preferably C1_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro, difluoro, or trifluoro);
-XRza wherein X is S or O, and Rza is C1_6 alkyl (preferably C1_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro-, difluoro-, or trifluoro-substituted);
-COz-Rzf, wherein Rzfis C~_6 alkyl (preferably C~_3 alkyl, more preferably methyl or ethyl); or -N(Rzb)(Rz~) wherein Rzb and Rz~ are independently H, OH, C1_6 alkyl (preferably C1_3 alkyl, more preferably CH3), C1_6 hydroxyalkyl (preferably Cz_3 hydroxyalkyl, more preferably-CHzCH20H), or C1_6 alkyl (preferably C1_3 alkyl, more preferably CH3) that is optionally substituted with -N(Rza)(Rze) wherein Rzd and Rze are independently H, OH, C1_3 alkyl (preferably CH3), or Cz_3 hydroxyalkyl (preferably -CHzCHZOH), and wherein optionally Rzb and Rz together with the N they are both linked to may form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl), and wherein Rzb and Rz~ are not both OH, Rzd and Rze are not both OH;
R3 is H; halo; C~_3 alkyl; or C1_3 alkoxy;
R~ and R6 are independently H; halo (preferably F or Cl); N3; C,_3 alkyl (preferably CH3); C, _3 alkoxy (preferably OCH3); or -N(Rzb)(Rz~) wherein Rzb and Rz~ are independently H, OH, CH3, or ethyl, and optionally Rzb and Rz~ together with the N they are both linked to may form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl), and wherein Rzb and Rz~ are not both OH;
RS is H;
R~ and Rl I are independently H, halo (preferably F), CH3, or OCH3;
R8 and Rlo are independently H; halo (preferably F or Cl, more preferably F);
C~_3 alkyl (preferably CH3); C ~ _3 alkoxy (preferably OCH3); and R9 is selected from the group:
hydrogen; hydroxy; Cl; N3;
C~_3 alkyl (preferably methyl or ethyl) or C,_3 haloalkyl (preferably monofluoromethyl, difluoromethyl, trifluoromethyl);

-OR9a, wherein R9a is C1_3 alkyl (i.e., methyl, ethyl, propyl, isopropyl) or C,_3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CHZF, CHF2, CF3);
-N(Ra)(Rb),wherein Ra and Rb are independently H, C1_3 alkyl, or haloCl_3alkyl;
or -COOR9b, wherein R9b is C~_3 alkyl (preferably methyl or ethyl); and optionally R9 and one of R$ and Rlo together form a 3, 4, 5, or 6-membered carbocycle or heterocycle;
exactly one of B and D is N; and Q, T, U and V are independently C or N, wherein at least one of Q, T, U and V
are N, wherein when Q, T, U or V is N, then the there is no substituent at the N;
with the proviso that when R9 is H then R8 and Rlo are not both H or one H and the other alkyl. Preferably when R9 is H then at least one of Rg or Rlo is not H or alkyl. More preferably when R9 is H then at least one of R8 or Rlo is not H, alkyl, or halo.
[00140] In some specific embodiments, one or two of Q, T, U and V are N.
[00141] Preferably in this embodiment, when R9 is H, Rg or Rio or both are independently OH; Cl; N3; C1_3 haloalkyl (preferably monofluoromethyl, difluoromethyl, trifluoromethyl); -XR9a, where X is O or S, and R9a is CI_4 alkyl or C1_3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CHZF, CHF2, CF3);
NH(Ra) or -N(Ra)(Rb) where Ra and Rb are independently C~_3 alkyl; or -COOR9b, wherein R9b is C1_3 alkyl (preferably methyl or ethyl). More preferably, when R9 is H, Rg or Rio or both are independently N3, -0R9a, wherein R9a is C» alkyl or C~_3 haloalkyl, or -N(Ra)(Rb) where Ra and Rb are independently C~_3 alkyl; or -COOR9b, wherein R9b is C~_3 alkyl (preferably methyl or ethyl). Even more preferably when R9 is H, R8 or Rlo or both are C1_3 alkoxy or C~_3 halo alkoxy.
[00142] Also preferably, when R9 is C~_6 alkyl or C~_6 haloalkyl, RZ is not H
and preferably Rz is halo; C~_3 alkyl optionally substituted with OH or halo (preferably F, e.g., monofluoro, difluoro, or trifluoro); -XRZa wherein X is S or O and R2a is C,_3 alkyl (preferably C1_3 alkyl, more preferably CH3) optionally substituted with halo (preferably F, e.g., monofluoro-, difluoro-, or trifluoro-substituted); or N(Ra)(Rb) wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), C ~ _3 alkyl (preferably CH3), CZ_3 hydroxyalkyl. More preferably RZ is methyl, ethyl, Cl, F, fluoromethyl (CHzF, CHFz, CF3), C1_3 hydroxyalkyl (preferably CHZOH or CHZCHZOH), NHz, NHZOH, -NHCHZCHZOH, NHCH3, N(CH3)z, N3, morpholino, OCH3, OCZHS, or SCH3.
[00143] Also preferably, in this embodiment, when R9 is H, R8 or Rio or both are OCH3 and preferably R7 and R~, are H, and also preferably Rz is not hydrogen and preferably Rz is methyl or chloro. Also preferably in this embodiment, when R9 is alkyl or haloalkyl or chloro, Rz is not hydrogen and preferably Rz is methyl or chloro.
[00144] In another preferred embodiment, compounds of the invention include compounds of Formula VI or pharmaceutically acceptable salts or solvates thereof, wherein:
Rl is methyl or ethyl, preferably methyl;
Rz is H, methyl, ethyl, Cl, F, fluoromethyl (CHzF, CHFz, CF3), C1_3 hydroxyalkyl (preferably CHZOH or CHZCHZOH), NHz, NH20H, -NHCHZCH20H, NHCH3, N(CH3)z, N3, morpholino, OCH3, OCZHS, or SCH3; R3 is H, CH3, OCH3, F, or Cl;
R4 and R6 are independently H, CH3, NHz, N3, F, or Cl; RS is H; R7 and Rl l are independently H, F, or OCH3; R8 and Rlo are independently H, F, Cl, or OCH3;
and R9 is selected from the group:
hydrogen; hydroxy; Cl;
C~_3 alkyl (preferably methyl or ethyl) or C1_3 haloalkyl (preferably monofluoromethyl, difluoromethyl, trifluoromethyl);
-OR9a, wherein R9a is C1_3 alkyl (i.e., methyl, ethyl, propyl, isopropyl) or C1_3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CHZF, CHFz, CF3);
C~_3 alkyl substituted amino (preferably -NHCH3 or -N(CH3)z)>
- N3; or -COOR9b, wherein R9b is C1_3 alkyl (preferably methyl or ethyl), and optionally Rg and R9 together form a 3, 4, 5, or 6-membered carbocycle or heterocycle;
exactly one of B and D is N; and Q, T, U and V are independently C or N, and at least one of Q, T, U and V is N, wherein when Q, T, U or V is N, then there is no substituent at the N. In some specific embodiments, one or two of Q, T, U and V are nitrogen.
[00145] Preferably in this embodiment, when R9 is H, R8 or Rio or both are independently OH; Cl; N3; C1_3 haloalkyl (preferably monofluoromethyl, difluoromethyl, trifluoromethyl); -XR9a, where X is O or S, and R9a is C»
alkyl or C1_3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CHZF, CHF2, CF3);
-NH(Ra) or -N(Ra)(Rb) where Ra and Rb are independently C1_3 alkyl; or -COOR9b, wherein R9b is C1_3 alkyl (preferably methyl or ethyl). More preferably, when R9 is H, Rg or Rio or both are independently N3, -0R9a, wherein R9a is C» alkyl or C1_3 haloalkyl, or N(Ra)(Rb) where Ra and Rb are independently C1_3 alkyl; or -COOR9b, wherein R9b is C~_3 alkyl (preferably methyl or ethyl). Even more preferably when R9 is H, Rg or Rio or both are C1_3 alkoxy or C1_3 halo alkoxy.
[00146] Also preferably, when R9 is C~_6 alkyl or C1_6 haloalkyl, RZ is not H
and preferably Rz is methyl, ethyl, Cl, F, fluoromethyl (CHZF, CHF2, CF3), C1_3 hydroxyalkyl (preferably CHZOH or CHZCHZOH), NHZ, NH20H, -NHCHzCHZOH, NHCH3, N(CH3)2, N3, morpholino, OCH3, OC2H5, or SCH3.
[00147] Also preferably, in this embodiment, when R9 is H, R8 or Rlo or both are OCH3 and preferably R7 and Rl l are H, and also preferably RZ is not hydrogen and preferably Rz is methyl or chloro. Also preferably in this embodiment, when R9 is alkyl or haloalkyl or chloro, RZ is not hydrogen and preferably Rz is methyl or chloro.
[00148] In another preferred -embodiment, compounds of the invention include compounds of Formula VI or pharmaceutically acceptable salts or solvates thereof, wherein:
R~ is methyl;
RZ is H, methyl, ethyl, Cl, F, fluoromethyl (CHZF, CHFZ, CF3), CH20H, NHZ, NHCH3, N(CH3)Z, -NHCHZCH20H, OCH3, or SCH3; R3 is H, CH3, OCH3, F, or Cl;
R4 and R6 are independently H, CH3, NH2, F, or Cl; RS is H; R7 and Rl l are independently H, F, or OCH3; R8 and R,o are independently H, F, Cl, or OCH3;
and R9 is selected from the group:

-OR9a, wherein R9a is selected from the group of methyl, ethyl, fluoromethyl (e.g., CH2F, CHFz, CF3), and fluoroethyl;
-NHCH3;
-N(CH3)2~
- N3; and -COOR9b, wherein R9b is H or methyl or ethyl;
exactly one of B and D is N; and Q, T, U and V are independently C or N, and at least one of Q, T, U and V is N, wherein when Q, T, U or V is N, then there is no substituent at the N. In some specific embodiments, one or two of Q, T, U and V are nitrogen.
[00149] In a more preferred embodiment, compounds of the invention include compounds of Formula VI or pharmaceutically acceptable salts or solvates thereof, wherein:
R, is CH3;
R2 is H, methyl, Cl, -CH20H, -NH2, -NHCH3, -NHCHZCH20H, -OCH3, -SCH3, or -CHzF;
R3 is H, -CH3, -OCH3, or Cl;
R4 is H, CH3, or NHZ;
RS is H;
R6 is H, or CH3;
R7 and Rl l are independently H, or F;
R8 and Rlo are independently H, or F or OCH3;
R9 is -OCH3 or -OCZHS, - N(CH3)2, -COZCH3, -OCHF2, or N3;
exactly one of B and D is N; and Q, T, U and V are independently C or N, and at least one of Q, T, U and V is N, wherein when Q, T, U or V is N, then there is no substituent at the N. In some specific embodiments, one or two of Q, T, U and V are nitrogen.
[00150] In a more preferred embodiment, the present invention provides compounds of Formula VI or pharmaceutically acceptable salts or solvates thereof, wherein R1 is CH3; RZ is Cl, methyl, or CHZF; R3 is H, CH3, F, or Cl; R4, RS and R6 are H;
R7, Rg, Rlo and R11 are independently H or F; R9 is -OCH3 or -N(CH3)Z; and Q, T, U and V
are independently C or N, and at least one of Q, T, U and V is N, wherein when Q, T, U or V is N, then there is no substituent at the N. In some specific embodiments, one or two of Q, T, U and V are nitrogen.
[00151] In another embodiment, compounds of the invention include compounds of Formula VI or pharmaceutically acceptable salts or solvates thereof, wherein:
R~ is methyl or ethyl, preferably methyl;
RS is H or F, preferably H; and RZ - R4, R6 - Rl l are independently H, halo, N3, OH, thiol, vitro, CN, NH2, alkyl, CZ_6 alkenyl, CZ_6 alkynyl, C1_6 alkoxy, C1_6 alkylthiol, halo-CI_6 alkyl, CZ_6 alkenyl-O-, CZ_6 alkynyl-O-, hydroxy-C 1 _6 alkyl, C 1 _6 alkoxy-C 1 _6 alkyl, C 1 _6 acyl, C1_6 acyloxy, --C~_6 alkyl-C(O)O-C~_6 alkyl, -C(O)O-C1_6 alkyl, C1_6 alkyl-C(O)O-C1_6 alkyl-, C~_6 acylamido, N(Ra)(Rb), -C1-6 alkyl-C(O)N(Ra)(Rb), -C(O)N(Ra)(Rb), N(Ra)(Rb)-C1_6 alkyl-, 3, 4, 5, or 6-membered carbocycle, heterocycle, aryl, or heteroaryl, wherein Ra and Rb are independently H, OH
(Ra and Rb are not both OH), CZ_6 hydroxyalkyl, or C1_6 alkyl, or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl);
wherein any of the groups is optionally substituted with 1-3 substituents wherein each substituent is independently halo, N3, OH, thiol, vitro, CN, C,_6 alkyl, CZ_6 alkenyl, CZ_6 alkynyl, C1_6 alkoxy, C~_6 alkylthiol, CZ_6 alkenyl-O-, CZ_6 alkynyl-O-, hydroxy-C 1 _6 alkyl, C, _6 alkoxy-C, _6 alkyl, C ~ _6 acyl, C ~ _6 acyloxy, C 1 _6 alkyl-C(O)O-C, _6 alkyl-, C, _6 acylamido, N(Ra)(Rb), -C~ _6 alkyl-C(O)N(Ra)(Rb), -C(O)N(Ra)(Rb), N(Ra)(Rb)-C1_6 alkyl-, wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), Cz_6 hydroxyalkyl, or C,_6 alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle, wherein optionally any two adjacent R~ - Rl 1 groups together form a 3, 4, 5 or 6-membered carbocycle or heterocycle;
exactly one of B and D is N provided that when B or D is N there is no substituent at the N; and all of Q, T, U, and V are C;
provided that: (1) when R9 is H then Rg and Rlo are not both H or one H and the other halo; and (2) when R9 is alkyl then RZ is not opotionally substituted aryl or heteroaryl. Preferably when R9 is H then R8 and Rio are not both H or one H
and the other halo or alkyl or haloalkyl.
[00152] In one embodiment, R9 is selected from the group consisting of H, Cl, N3;
C1_6 alkyl (preferably C~_3 alkyl, more preferably CH3) optionally substituted with 1, 2 or 3 substituents, each substituent being independently OH, halo, C,_3 alkoxy, (halo)C~_3 alkoxy, -N(Ra)(Rb) where Ra and Rb are independently H, OH
(Ra and Rb are not both OH), C2~ hydroxyalkyl, or C~_3 alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle;
-XR~ wherein X is S or O and R~ is C1_6 alkyl (preferably Cl_3 alkyl, more preferably CH3) optionally substituted with with 1, 2 or 3 substituents, each substituent being independently OH, halo, Cl_3 alkoxy, or (halo)C1_3 alkoxy;
- (Co_3 alkyl)COZRd, wherein Rd is an C1_6 alkyl, preferably C~_3 alkyl;
N(Ra)(Rb) where Ra and Rb are independently H, OH (Ra and Rb are not both OH), C2~ hydroxyalkyl, C~_3 alkyl, or-N(Re)(Rf) where Re and Rf are independently H, OH (Re and Rf are not both OH), or Cl_3 alkyl; wherein optionally Ra and Rb together with the N form a 3, 4, 5 or 6-membered heterocycle, and optionally Re and Rf together with the nitrogen atom to which they both are linked form a 3, 4, 5 or 6-membered heterocycle; or -(Co_3 alkyl)C(O)N(Ra)(Rb) where Ra and Rb are independently H or C1-3 alkyl; and optionally R9 and one of Rg and Rlo together form a 3, 4, 5, or 6-membered heterocycle. Preferably R9 is selected from such groups except R9 is not H or chloro.
[00153] In another embodiment, R9 is H; OH; Cl; N3; C~_3 alkyl (preferably methyl;
C1_3 haloalkyl (preferably monofluoromethyl, difluoromethyl, trifluoromethyl);
-OR9a, wherein R9a is C1~ alkyl or C~_3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CHzF, CHFZ, CF3); -NH(Ra) or N(Ra)(Rb) where Ra and Rb are independently C1_3 alkyl; or -COOR9b, wherein R9b is C1_3 alkyl (preferably methyl or ethyl); and optionally R9 and one of R8 and Rlo together form a 3, 4, 5, or 6-membered heterocycle. Preferably R9 is selected from such groups except R9 is not H or chloro.

[00154] In a preferred embodiment, R9 is N3; -OR9a, wherein R9a is C1_3 alkyl optionally substituted with 1-7 F; N(Ra)(Rb) where Ra and Rb are independently C1_ 3 alkyl; or-COOR9b where R9b is C~_3 alkyl.
[00155] In more preferred embodiment, R9 is -OCH3, -OCZHS, N(CH3)z, --COZCH3, -OCHFz, or N3.
[00156] Preferably when R9 is H, R8 or Rlo or both are independently OH; N3; -XR9a~
where X is O or S, and R9a is C~.~ alkyl or C1_3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CHZF, CHFz, CF3); NH(Ra) or N(Ra)(Rb) where Ra and Rb are independently C1_3 alkyl; or -COOR9b, wherein R9b is C1_3 alkyl (preferably methyl or ethyl). More preferably, when R9 is H, R8 or Rio or both are independently N3, -OR9a, wherein R9a is C,.~ alkyl or C,_3 haloalkyl, or -N(Ra)(Rb) where Ra and Rb are independently C1_3 alkyl; or -COOR9b, wherein R9b is C1_3 alkyl (preferably methyl or ethyl). Even more preferably when R9 is H, R8 or Rio or both are C1_3 alkoxy or C 1 _3 halo alkoxy.
[00157] Also preferably in the various embodiments, when R9 is H, Rg and R10 are not H or one H and the othe halo, and R2 is not H, and preferably Rz is is halo; N3, C1_3 alkyl optionally substituted with OH or halo (preferably F, e.g., monofluoro, difluoro, or trifluoro); -XRza wherein X is S or O and Rza is C~_3 alkyl (more preferably CH3) optionally substituted with halo (preferably F, e.g., monofluoro-, difluoro-, or trifluoro-substituted); or -N(Ra)(Rb) wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), C1_3 alkyl (preferably CH3), Cz_3 hydroxyalkyl. More preferably Rz is methyl, ethyl, Cl, F, fluoromethyl (CHZF, CHFz, CF3), C1_3 hydroxyalkyl (preferably CHzOH or CH2CHZOH), NHz, NH20H, -NHCHzCH20H, NHCH3, N(CH3)z, N3, morpholino, OCH3, OCZHS, or SCH3.
[00158] Also preferably, when R9 is C1_6 alkyl, halo, or C1_6 haloalkyl, Rz is not H, and preferably Rz is halo; N3, C~_3 alkyl optionally substituted with OH or halo (preferably F, e.g., monofluoro, difluoro, or trifluoro); -XRza wherein X is S
or O
and Rza is C1_3 alkyl (more preferably CH3) optionally substituted with halo (preferably F, e.g., monofluoro-, difluoro-, or trifluoro-substituted); or N(Ra)(Rb) wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), C1_3 alkyl (preferably CH3), Cz_3 hydroxyalkyl. More preferably Rz is methyl, ethyl, Cl, F, fluoromethyl (CHZF, CHFz, CF3), C1_3 hydroxyalkyl (preferably CHzOH or CHZCHZOH), NH2, NHZOH, -NHCHzCHzOH, NHCH3, N(CH3)2, N3, morpholino, OCH3, OC2H5, or SCH3.
[00159] In one embodiment, Rz is H; halo; N3. C1_6 alkyl (preferably C~_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro, difluoro, or trifluoro); -XRZa wherein X is S or O, and Rza is C~_6 alkyl (preferably C1_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro-, difluoro-, or trifluoro-substituted); -COZRd, wherein Rd is C1_3 alkyl, preferably methyl or ethyl; or -N(Ra)(Rb) wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), C1_3 alkyl (preferably CH3), C1~ hydroxyalkyl (preferably CZ_3 hydroxyalkyl, more preferably -CH2CH20H), or C1_6 alkyl (preferably C1_3 alkyl, more preferably CH3) that is optionally substituted with -N(Re)(Rf) wherein Re and Rf are independently H, OH
(Re and Rf are not both OH), C1_3 alkyl (preferably CH3), or Cz_3 hydroxyalkyl (preferably -CHzCH20H), and wherein optionally Ra and Rb together with the nitrogen they both are linked to may form a 3, 4, 5 or 6-membered heterocycle.
[00160] In a preferred embodiment, R2 is H; halo; C~_3 alkyl optionally substituted with OH or halo (preferably F, e.g., monofluoro, difluoro, or trifluoro); -XRZa wherein X is S or O and Rza is C1_3 alkyl (preferably C~_3 alkyl, more preferably CH3) optionally substituted with halo (preferably F, e.g., monofluoro-, difluoro-, or trifluoro-substituted); or N(Ra)(Rb) wherein Ra and Rb are independently H, OH
(Ra and Rb are not both OH), C1_3 alkyl (preferably CH3), C2_3 hydroxyalkyl.
[00161 ] In preferred embodiments, RZ is H, methyl, ethyl, Cl, F, fluoromethyl (CHzF, CHFZ, CF3), C1_3 hydroxyalkyl (preferably CHZOH or CHzCH20H), NH2, NHZOH, -NHCHZCH20H, NHCH3, N(CH3)2, N3, morpholino, OCH3, OCzHs, or SCH3.
[00162] In more preferred embodiments, RZ is H, methyl, Cl, -CHZOH, -NHZ, -NHCH3, -NHCHZCHZOH, -OCH3, -SCH3, or -CHZF.
[00163] In one embodiment, compounds of the invention include compounds of Formula VI or pharmaceutically acceptable salts or solvates thereof, wherein:
Rl is methyl or ethyl, preferably methyl;
RZ is H; halo; N3;
C,_6 alkyl (preferably C1_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro, difluoro, or trifluoro);

-XRza wherein X is S or O, and Rza is C~_6 alkyl (preferably CI_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro-, difluoro-, or trifluoro-substituted);
-C02Rd, wherein Ra is C1_3 alkyl, preferably methyl or ethyl; or N(Ra)(Rb) wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), Cl_3 alkyl (preferably CH3), Cl_6 hydroxyalkyl (preferably C2_3 hydroxyalkyl, more preferably -CH2CHZOH), or C ~ _6 alkyl (preferably C, _3 alkyl, more preferably CH3) that is optionally substituted with -N(Re)(Rf) wherein Re and Rf are independently H, OH (Re and Rf are not both OH), Cl_3 alkyl (preferably CH3), or C2_3 hydroxyalkyl (preferably -CHzCH20H), and wherein optionally Ra and Rb together may form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl);
R3 is H; halo; C I _3 alkyl; or C ~ _3 alkoxy;
R4 and R6 are independently H; halo (preferably F or Cl); N3; C~_6 alkyl (preferably more preferably CH3); C~_3 alkoxy (preferably OCH3); or -N(RZb)(Rz~) wherein R2b and R2~ are independently H, OH, C 1 _6 alkyl (preferably C ~ _3 alkyl, more preferably CH3), Cl_6 hydroxyalkyl (preferably C2_3 hydroxyalkyl, more preferably-CHZCH20H), or C1_6 alkyl (preferably C~_3 alkyl, more preferably CH3) that is optionally substituted with -N(RZd)(RZe) wherein RZd and R2e are independently H, OH, Cl_3 alkyl (preferably CH3) or C2_3 hydroxyalkyl (preferably -CHZCH20H), wherein RZb and Rz~ together may form a 3, 4, S or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl), and wherein RZb and Rz~ are not both OH, RZd and R2e are not both OH;
RS is H or F, preferably H;
R7 and R~ 1 are independently H; halo (preferably F or Cl, more preferably F);
CH3;
or OCH3;
R8 and Rio are independently H; halo (preferably F or Cl, more preferably Cl);
OH;
N3; C,_3 alkyl (preferably CH3); C,_3 alkoxy (preferably OCH3); C~_3 haloalkyl (preferably monofluoromethyl, difluoromethyl, trifluoromethyl); -XR9a, where X is O or S, and R9a is C» alkyl or C1_3 haloalkyl (e.g., fluoroalkyl, preferably ~0 fluoromethyl, i.e., CHzF, CHFz, CF3); -NH(Ra) or -N(Ra)(Rb) where Ra and Rb are independently CI_3 alkyl; or -COOR9b, wherein R9b is C~_3 alkyl (preferably methyl or ethyl). and R9 is H; OH; N3; halo;
C~_3 alkyl (preferably methyl or ethyl) or C~_3 haloalkyl (preferably monofluoromethyl, difluoromethyl, trifluoromethyl);
-(Co_3 alkyl)C(O)N(Ra)(Rb) where Ra and Rb are independently H, Cz~
hydroxyalkyl, C1_3 alkyl, or or C1_3 alkyl optionally substituted with -N(Re)(Rf) where Re and Rf are independently H, OH (Ra and Rb are not both OH), or C~_3 alkyl; wherein optionally Ra and Rb together with the N form a 3, 4, 5 or 6-membered heterocycle, and optionally Re and Rf together with the nitrogen atom to which they both are linked form a 3, 4, S or 6-membered heterocycle;
-COz-Rzf, wherein Rzf is an optionally substituted C1_6 alkyl (preferably C,_3 alkyl, more preferably methyl or ethyl), the alkyl may be optionally substituted with OH, halo, C1_3 alkoxy, amino, and C1_3 alkylamino;
-XRza wherein X is S or O and Rza is C1_6 alkyl (preferably C1_3 alkyl, more preferably CH3) optionally substituted with a moiety selected from the group OH, halo, C 1 _3 alkoxy, amino, and C 1 _3 alkylamino; or -N(Rzb)(Rz~) wherein Rzb and Rz~ are independently H, OH, C~_6 alkyl (preferably C1_3 alkyl, more preferably CH3), C1_6 haloalkyl, C,_6 hydroxyalkyl (preferably Cz_3 hydroxyalkyl, more preferably -CHzCH20H), or C~ _6 alkyl (preferably C~_3 alkyl, more preferably CH3) that is optionally substituted with -N(Rzd)(Rze) wherein Rza and Rze are independently H, OH, C1_3 alkyl (preferably CH3) or Cz_3 hydroxyalkyl (preferably -CHzCH20H), wherein optionally Rzb and Rz~ together with the nitrogen they both are linked to may form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl), and wherein Rzb and Rz~ are not both OH, Rzd and Rze are not both OH; optionally, and one of R$ and Rlo together form a 3, 4, 5 or 6-membered carbocycle or heterocycle;
exactly one of B and D is N provided that when B or D is N there is no substituent at the N; and all of Q, T, U, and V are C;
g1 provided that when R9 is H then Rg and R,o are not both H or one H and the other halo.
[00164] Preferably when R9, is H, R8 or RIO or both are independently OH; N3; -XR9a where X is O or S, and R9a is C» alkyl or C1_3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CH2F, CHF2, CF3); -NH(Ra) or N(Ra)(Rb) where Ra and Rb are independently Cl_3 alkyl; or -COOR9b, wherein R9b is C1_3 alkyl (preferably methyl or ethyl). More preferably, when R9 is H, R$ or RIO or both are independently N3, -OR9a, wherein R9a is C» alkyl or C~_3 haloalkyl, or N(Ra)(Rb) where Ra and Rb are independently C1_3 alkyl; or -COOR9b, wherein Rgb is C1_3 alkyl (preferably methyl or ethyl). Even more preferably when R9 is H, R8 or Rlo or~both are C1_3 alkoxy or C t _3 halo alkoxy.
[00165] Also preferably, when R9 is C1_6 alkyl, halo, or C~_6 haloalkyl, then R2 is is not H and preferably RZ is methyl, ethyl, Cl, F, fluoromethyl (CHZF, CHF2, CF3), C1_3 hydroxyalkyl (preferably CHzOH or CHZCHZOH), NHz, NHZOH, -NHCHZCH20H, NHCH3, N(CH3)2, N3, morpholino, OCH3, OCz,HS, or SCH3.
[00166] In another preferred embodiment, compounds of the invention include compounds of Formula VI or pharmaceutically acceptable salts or solvates thereof, wherein:
Rl is methyl or ethyl, and preferably methyl;
RZ is H; halo; N3;
C~_6 alkyl (preferably C1_3 alkyl, more preferably CH3) optionally substituted with 1-4 substituents which are independently OH or halo (preferably F, e.g., monofluoro, difluoro, or trifluoro);
-XR2a wherein X is S or O, and RZa is C1_6 alkyl (preferably C1_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro-, difluoro-, or trifluoro-substituted);
-C02-RZf, wherein RZf is C,_6 (preferably C,_3, more preferably methyl or ethyl); or -N(Rzb)(R2~) wherein RZb and Rz~ are independently H, OH, C1_6 alkyl (preferably C~_3 alkyl, more preferably CH3), C,_6 hydroxyalkyl (preferably Cz_3 hydroxyalkyl, more preferably-CHzCH20H), or C,_6 alkyl (preferably C1_3 alkyl, more preferably CH3) that is optionally substituted with N(RZa)(RZe) ~2 wherein R2a and Rze are independently H, OH, C~_3 alkyl (preferably CH3), or CZ_3 hydroxyalkyl (preferably -CHZCHZOH), and wherein optionally RZb and R2~
together with the nitrogen they both are linked to may form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl), and wherein RZb and R2~ are not both OH, RZd and RZe are not both OH;
R3 is H; halo; C 1 _3 alkyl; or C I _3 alkoxy;
R4 and Rb are independently H; halo (preferably F or Cl); N3; C~_3 alkyl (preferably CH3); C1_3 alkoxy (preferably OCH3); or -N(RZb)(R2~) wherein R2b and R2~ are independently H, OH, CH3, and optionally RZb and RZ~ together with the nitrogen they both are linked to may form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl), and wherein R2b and R2~ are not both OH;
RS is H;
R~ and Rl1 are independently H, halo (preferably F), CH3, or OCH3;
R8 and Rio are independently H; halo (preferably F or Cl, more preferably F);
C~_3 alkyl (preferably CH3); C1_3 alkoxy (preferably OCH3); -XR9a, where X is O or S, and R9a is C1~ alkyl or C~_3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CHZF, CHF2, CF3); N(Ra)(Rb) where Ra and Rb are independently C1_3 alkyl; or -COOR9b, wherein R9b is C~_3 alkyl (preferably methyl or ethyl); and R9 is selected from the group:
hydrogen; hydroxy; N3;
C~_3 alkyl (preferably methyl or ethyl) or C1_3 haloalkyl (preferably monofluoromethyl, difluoromethyl, trifluoromethyl);
-OR9a, wherein R9a is C1_3 alkyl (i.e., methyl, ethyl, propyl, isopropyl) or C~_3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CHZF, CHFZ, CF3);
"N(R2b)~2c) wherein R2b and R2~ are independently H, C1_3 alkyl, or C1_3 haloalkyl;or -COOR9b, wherein R9b is C1-3 alkyl (preferably methyl or ethyl); and optionally R9 and one of R8 and Rio together form a 3, 4, 5, or 6-membered hetercycle;
~3 exactly one of B and D is N provided that when B or D is N there is no substituent at the N; and all of Q, T, U, and V are C;
provided that when R9 is H at least one of R8 and Rlo is not H or halo, preferably at least one of R8 and Rlo is not H or halo or C~_3 alkyl.
[00167] Preferably in this embodiment, when R9 is H, R8 or Rlo or both are independently -XR9a, where X is O or S, and R9a is C1~ alkyl or C1_3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CH2F, CHF2, CF3); -N(Ra)(Rb) where Ra and Rb are independently C ~ _3 alkyl; or -COOR9b, wherein R9b is C ~ _3 alkyl (preferably methyl or ethyl). More preferably, when R9 is H, Rg or Rio or both are independently N3, -OR9a, wherein R9a is C» alkyl or C1_3 haloalkyl, or -N(Ra)(Rb) where Ra and Rb are independently C~_3 alkyl; or -COOR9b, wherein R9b is C~_3 alkyl (preferably methyl or ethyl). Even more preferably when R9 is H, R8 or Rio or both are C ~ _3 alkoxy or C 1 _3 halo alkoxy.
[00168] Also preferably in this embodiment, when R9 is H then R8 and Rio are not both H or one H and the other halo, and RZ is not H.
[00169] Also preferably, in this embodiment, when R9 is C~_6 alkyl, halo, or C1_6 haloalkyl, then Rz is not H and preferably RZ is methyl, ethyl, Cl, F, fluoromethyl (CHZF, CHFZ, CF3), C~_3 hydroxyalkyl (preferably CHzOH or CHzCH20H), NHZ, NHZOH, -NHCHZCHZOH, NHCH3, N(CH3)z, N3, morpholino, OCH3, OCZHS, or SCH3.
[00170] Also preferably, in this embodiment, when R9 is H, R8 or Rlo or both are OCH3 and preferably R7 and R> > are H, and also preferably RZ is not hydrogen and preferably RZ is methyl or chloro. Also preferably in this embodiment, when R9 is alkyl or haloalkyl or chloro, RZ is not hydrogen and preferably RZ is methyl or chloro.
[00171] In another preferred embodiment, compounds of the invention include compounds of Formula VI or pharmaceutically acceptable salts or solvates thereof, wherein:
R~ is methyl or ethyl, and preferably methyl;
RZ is H; halo; N3;

C1_6 alkyl (preferably C~_3 alkyl, more preferably CH3) optionally substituted with 1-4 substituents which are OH or halo (preferably F, e.g., monofluoro, difluoro, or trifluoro);
-XRza wherein X is S or O, and Rza is C1_6 alkyl (preferably C~_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro-, difluoro-, or trifluoro-substituted); or -N(Rzb)(Rz~) wherein Rzb and Rz~ are independently H, OH, C1_6 alkyl (preferably C~_3 alkyl), C1_6 hydroxyalkyl (preferably Cz_3 hydroxyalkyl, more preferably -CH2CH20H), or Rzb and Rz~ together form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl);
R3 is H; halo; C~_3 alkyl; or C1_3 alkoxy;
R4 and Rb are independently H; halo (preferably F or Cl); N3; C1_3 alkyl (preferably CH3); C~_3 alkoxy (preferably OCH3); or -N(Rzb)(Rz~) wherein Rzb and Rz~ are independently H, OH (Rzb and Rz~ are not both OH), CH3, or Rzb and Rz~
together form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl);
R5 is H or F, preferably H;
R7 and R» are independently H, halo (preferably F), C~_3 alkyl (preferably CH3), C1_3 alkoxy (preferably OCH3), or C~_3 alkylthiol; Preferably R7 and Rl1 are independently H, halo or methoxy;
R$ and Rlo are independently H; halo (preferably F or Cl); C~_3 alkyl (preferably CH3); C1_3 alkoxy (preferably OCH3) or C,_3 alkylthiol; and R9 is selected from the group:
hydrogen; hydroxy; Cl; N3;
C1_3 alkyl (preferably methyl or ethyl) or C1_3 haloalkyl (preferably monofluoromethyl, difluoromethyl, trifluoromethyl);
-0R9a, wherein Rlz is C1_3 alkyl (i.e., methyl, ethyl, propyl, isopropyl) or C~_3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CHZF, CHFz, CF3);
N(Rzb)(Rz~) wherein Rzb and Rz~ are independently Cl_3 alkyl;or -COOR9b, wherein R9b is C1_3 alkyl (preferably methyl or ethyl); and optionally R9 and one of Rg and Rlo together form a 3, 4, 5, or 6-membered heterocycle;
~5 exactly one of B and D is N provided that when B or D is N there is no substituent at the N; and all of Q, T, U, and V are C;
provided that when R9 is H at least one of Rg and Rlo is not H or halo, preferably at least one of R8 and Rio is not H or halo or C1_3 alkyl.
[00172] Preferably in this embodiment, when R9 is H, Rg or Rio or both are independently C~_3 alkoxy (preferably OCH3) or C1_3 alkylthiol, each being optionally substituted with 1-4 F. Even more preferably when R9 is H, R8 or RIO or both are methoxy or ethoxy. Also preferably RZ is not H.
[00173] Also preferably, when R9 is C1_3 alkyl, halo, or C1_3 haloalkyl, then R2 is not H, preferably R2 is methyl, ethyl, Cl, F, fluoromethyl (CHZF, CHF2, CF3), C~_3 hydroxyalkyl (preferably CHZOH or CHZCH20H), NH2, NHZOH, -NHCH2CHZOH, NHCH3, N(CH3)2, N3, morpholino, OCH3, OCZHS, or SCH3.
[00174] Also preferably, in this embodiment, when R9 is H, R8 or Rio or both are OCH3 and preferably R7 and R,1 are H, and also preferably RZ is not hydrogen and preferably R2 is methyl or chloro. Also preferably in this embodiment, when R9 is alkyl or haloalkyl or chloro, RZ is not hydrogen and preferably RZ is methyl or chloro.
[00175] In another preferred embodiment, compounds of the invention include compounds of Formula VI or pharmaceutically acceptable salts or solvates thereof, wherein:
Rl is methyl or ethyl, preferably methyl;
RZ is H, methyl, ethyl, Cl, F, fluoromethyl (CHZF, CHF2, CF3), C1_3 hydroxyalkyl (preferably CHZOH or CH2CHZOH), NHz, NHzOH, -NHCHZCHZOH, NHCH3, N(CH3)2, N3, morpholino, OCH3, OCZHS, or SCH3; R3 is H, CH3, OCH3, F, or Cl;
R4 and Rb are independently H, CH3, NHz, N3, F, or Cl; RS is H; R7 and R~ 1 are independently H, F, or OCH3; R8 and Rlo are independently H, F, Cl, or OCH3;
and R9 is selected from the group:
H; OH; N3;
C~_3 alkyl (preferably methyl or ethyl) or CI_3 haloalkyl (preferably monofluoromethyl, difluoromethyl, trifluoromethyl);
~6 -OR9a, wherein R9a is C1_3 alkyl (i.e., methyl, ethyl, propyl, isopropyl) or haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CH2F, CHF2, CF3);
-N~2b)~2c) wherein RZb and R2~ are independently C~_3 alkyl; or -COOR9b, wherein R9b is C1_3 alkyl (preferably methyl or ethyl), and optionally R8 and R9 together form a 3, 4, 5, or 6-membered heterocycle;
exactly one of B and D is N provided that when B or D is N there is no substituent at the N; and all of Q, T, U, and V are C;
provided that when R9 is H, at least one of R8 and R,o is OCH3, and when R9 is C~_3 alkyl or C1_3 haloalkyl or Cl then Rz is Cl or methyl or ethyl.
[00176] Preferably in this embodiment, when R9 is H, Rg or Rlo or both are independently C1_3 alkoxy (preferably OCH3) or C,_3 alkylthiol, each being optionally substituted with 1-4 F. Even more preferably when R9 is H, Rg or Rlo or both are methoxy or ethoxy. Also preferably R2 is not H.
[00177] Also preferably, when R9 is C~_3 alkyl, halo, or C1_3 haloalkyl, then R2 is not H, preferably Rz is methyl, ethyl, Cl, F, fluoromethyl (CHZF, CHF2, CF3), C1-3 hydroxyalkyl (preferably CHzOH or CHZCHzOH), NHZ, NHZOH, -NHCHZCH20H, NHCH3, N(CH3)2, N3, morpholino, OCH3, OC2H5, or SCH3.
[00178] Also preferably, in this embodiment, when R9 is H, Rg or Rio or both are OCH3 and preferably R7 and Rll are H, and also preferably Rz is not hydrogen and preferably RZ is methyl or chloro. Also preferably in this embodiment, when R9 is alkyl or haloalkyl or chloro, R2 is not hydrogen and preferably RZ is methyl or chloro.
[00179] In another preferred embodiment, compounds of the invention include compounds of Formula VI or pharmaceutically acceptable salts or solvates thereof, wherein:
Rl is CH3;
RZ is H, methyl, ethyl, Cl, F, fluoromethyl (CHZF, CHF2, CF3), CHZOH, NHz, NHCH3, N(CH3)2, -NHCHzCHZOH, OCH3, or SCH3; R3 is H, CH3, OCH3, F, or Cl;
R4 and R6 are independently H, CH3, NH2, F, or Cl; RS is H; R7 and Rl l are independently H, F, or OCH3; Rg and Rlo are independently H, F, Cl, or OCH3;
and R9 is selected from the group:

-OR~2, wherein Rlz is selected from the group of methyl, ethyl, fluoromethyl (e.g., CHZF, CHFZ, CF3), and fluoroethyl;
-NHCH3;
-N(CH3)z - N3; and -COOR13, wherein R13 is methyl or ethyl;
exactly one of B and D is N provided that when B or D is N there is no substituent at the N; and all of Q, T, U, and V are C.
[00180] In a more preferred embodiment, compounds of the invention include compounds of Formula VI or pharmaceutically acceptable salts or solvates thereof, wherein:
Rl is CH3;
RZ is H, methyl, Cl, -CHZOH, -NH2, -NHCH3, -NHCH2CHZOH, -OCH3, -SCH3, or -CH2F;
R3 is H, -CH3, -OCH3, or Cl;
R4 is H, CH3, or NH2;
RS is H;
R6 is H, or CH3;
R7 and Rl ~ are independently H, or F;
R8 and Rio are independently H, or F or OCH3; and R9 is -OCH3 or -OCZHS, - N(CH3)Z, -C02CH3, -OCHFz, or N3;
exactly one of B and D is N provided that when B or D is N there is no substituent at the N; and all of Q, T, U, and V are C.
[00181] In a more preferred embodiment, the present invention provides compounds of Formula VI or pharmaceutically acceptable salts or solvates thereof, wherein R, is CH3; RZ is Cl, methyl, or CH2F; R3 is H, CH3, F, or Cl; R4, RS and R6 are H;
R7, R8, Rlo and Rl l are independently H or F; and R9 is -OCH3 or -N(CH3)Z; exactly one of B
and D is N provided that when B or D is N there is no substituent at the N;
and all of Q, T, U, and V are C.

[00182] Specifically, one group of the compounds of Formula VI are those represented by Formula VIa:
Rio Rg Rs N ~ R8 R4 ~ ,Q R~
T ~ ~N
/ U~ / /~
R5 ~ N R2 Rs (VIa) or pharmaceutically acceptable salts or solvates thereof, wherein:
R, is methyl or ethyl, preferably methyl;
RS is H or F, preferably H;
Rz - R4, R6 - Rl l are independently H, halo, N3, OH, thiol, nitro, CN, NHZ, C1_6 alkyl, CZ_6 alkenyl, Cz_6 alkynyl, C1_6 alkoxy, C~_6 alkylthiol, halo-C1_6 alkyl, C2~
alkenyl-O-, CZ_6 alkynyl-O-, hydroxy-C 1 _6 alkyl, C ~ _6 alkoxy-C 1 _6 alkyl, C ~ _6 acyl, C~_6 acyloxy, -C1_6 alkyl-C(O)O-C1_6 alkyl, --C(O)O-C1_6 alkyl, C~_6 alkyl-C(O)O-C~_6 alkyl-, C,_6 acylamido, -N(Ra)(Rb), -C1_6 alkyl-C(O)N(Ra)(Rb), -C(O)N(Ra)(Rb), N(Ra)(Rb)-C1_6 alkyl-, 3, 4, 5, or 6-membered carbocycle, heterocycle, aryl, or heteroaryl, wherein Ra and Rb are independently H, OH
(Ra and Rb are not both OH), C2_6 hydroxyalkyl, or C~_6 alkyl, or Ra and Rb together with the nitrogen atom to which they are both linked to form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl);
wherein any of the groups is optionally substituted with 1-3 substituents wherein each substituent is independently halo, N3, OH, thiol, nitro, CN, C~_6 alkyl, C2_6 alkenyl, CZ_6 alkynyl, C, _6 alkoxy, C, _6 alkylthiol, CZ_6 alkenyl-O-, CZ_6 alkynyl-O-, hydroxy-C, _6 alkyl, C 1 ~ alkoxy-C ~ _6 alkyl, C ~ _6 acyl, C 1 _6 acyloxy, --C ~ ~
alkyl-C(O)O-C~_6 alkyl, -C(O)O-C1_6 alkyl, C,_6 alkyl-C(O)O-C,_6 alkyl-, C~_6 acylamido, N(Ra)(Rb), -C1_6 alkyl-C(O)N(Ra)(Rb), -C(O)N(Ra)(Rb), N(Ra)(Rb)-C~_6 alkyl-, wherein Re and Rb are independently H, OH (Ra and Rb ~9 are not both OH), CZ_6 hydroxyalkyl, or Cl_6 alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle, wherein optionally any two adjacent R7 - R~ 1 groups together form a 3, 4, 5 or 6-membered carbocycle or heterocycle; and Q, T, U and V are independently C or N, wherein at least one of Q, T, U and V
is N, and when Q, T, U or V is N there is no substituent at the N, provided that when R9 is H then R8 and Rlo are not both H, or one H and the other alkyl. Preferably when R9 is H then at least one of R8 and Rlo is not H or alkyl. More preferably, when R9 is H
then at least one of R8 and Rlo is not H, alkyl, or halo.
[00183] In one embodiment, R9 is selected from the group consisting of H, OH, Cl, N3;
C1_6 alkyl (preferably C1_3 alkyl, more preferably CH3) optionally substituted with l, 2 or 3 substituents, each substituent being independently OH, halo, C1_3 alkoxy, (halo)C1_3 alkoxy, -N(Ra)(Rb) where Ra and Rb are independently H, OH
(Re and Rb are not both OH), C2~ hydroxyalkyl, or C1_3 alkyl or Ra and Rb together with the nitrogen atom to which they are both linked to form a 3, 4, 5 or 6-membered heterocycle;
-XR° wherein X is S or O and R° is C,_6 alkyl (preferably C,_3 alkyl, more preferably CH3) optionally substituted with with 1, 2 or 3 substituents, each substituent being independently OH, halo, C1_3 alkoxy, or (halo)C1_3 alkoxy;
- (Co_3 alkyl)C02Rd, wherein Rd is an C~_6 alkyl (preferably C1_3 alkyl, more preferably methyl or ethyl) optionally substituted with 1, 2 or 3 substituents, each substituent being independently OH, halo, C1_3 alkoxy (e.g., fluoroalkoxy), N(Ra)(Rb) where Ra and Rb are independently H, OH (R$ and Rb are not both OH), Cz~ hydroxyalkyl, or C1_3 alkyl or Ra and Rb together with the nitrogen atom to which they both are linked form a 3, 4, 5 or 6-membered heterocycle;
N(Ra)(Rb) where Ra and Rb are independently H, OH (Ra and Rb are not both OH), CZ~ hydroxyalkyl, CI_3 alkyl, or C,_3 alkyl substituted with N(Re)(Rf) where Re and Rf are independently H, OH (Re and Rf are not both OH), or C~_3 alkyl;
wherein optionally Ra and Rb together with the N form a 3, 4, 5 or 6-membered heterocycle, and optionally Re and Rf together with the nitrogen atom to which they both are linked form a 3, 4, 5 or 6-membered heterocycle; or -(Co_3 alkyl)C(O)N(Ra)(Rb) where Ra and Rb are independently H or C~_3 alkyl; and optionally R9 and one of Rg and Rio together form a 3, 4, 5, or 6-membered heterocycle; preferably R9 is selected from the group outlined above except R9 is not H and C ~ _6alkyl.
[00184] In another embodiment, R9 is H; OH; Cl; N3; C1_3 alkyl (preferably methyl;
C~_3 haloalkyl (preferably monofluoromethyl, difluoromethyl, trifluoromethyl);
-0R9a, wherein R9a is C1~ alkyl or C,_3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CHZF, CHF2, CF3); NH(Ra); N(Ra)(Rb) where Ra and Rb are independently C1_3 alkyl; or -COOR9b, wherein R9b is C~_3 alkyl (preferably methyl or ethyl); and optionally R9 and one of R8 and Rlo together form a 3, 4, 5, or 6-membered heterocycle; preferably R9 is selected from the group outlined above except R9 is not H or C~_3alkyl.
[00185] In a preferred embodiment, R9 is N3, -OR9a wherein R9a is C1_3 alkyl optionally substituted with 1-7 F, -N(Ra)(Rb) where Ra and Rb are independently C,_ 3 alkyl, -COOR9b where R9b is C1_3 alkyl.
[00186] In a more preferred embodiment, R9 is -OCH3, -OC2H5, N(CH3)2, -C02CH3, -OCHF2, Or N3.
[00187] In the various embodiments of the compounds according to Formula VIa preferably when R9 is H, Rg or Rio or both are independently OH; Cl; N3; -XR9a, where X is O or S, and R9a is CI~ alkyl or C~_3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CHZF, CHFZ, CF3); -NH(Ra) or N(Ra)(Rb) where Ra and Rb are independently C,_3 alkyl; or -COOR9b, wherein R9b is C1_3 alkyl (preferably methyl or ethyl). More preferably, when R9 is H, Rg or Rlo or both are independently N3, -OR9a, wherein R9a is Cl.~ alkyl or C1_3 haloalkyl; -N(Ra)(Rb) where Ra and Rb are independently C1_3 alkyl; or -COOR9b, wherein R9b is C1_3 alkyl (preferably methyl or ethyl). Even more preferably when R9 is H, R8 or Rlo or both are C1_3 alkoxy or C1-3 haloalkoxy.
[00188] Also preferably in the various embodiments, when R9 is H then RZ is not H, and preferably RZ is halo; C~_3 alkyl optionally substituted with OH or halo (preferably F, e.g., monofluoro, difluoro, or trifluoro); -XRZa wherein X is S
or O
and RZa is C~_3 alkyl (preferably C1_3 alkyl, more preferably CH3) optionally substituted with halo (preferably F, e.g., monofluoro-, difluoro-, or trifluoro-substituted); or N(Ra)(Rb) wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), CI_3 alkyl (preferably CH3), C2_3 hydroxyalkyl. More preferably R2 is methyl, ethyl, Cl, F, fluoromethyl (CHZF, CHF2, CF3), C1_3 hydroxyalkyl (preferably CHZOH or CHZCHZOH), NH2, NHZOH, -NHCHZCHZOH, NHCH3, N(CH3)Z, N3, morpholino, OCH3, OCZHS, or SCH3.
[00189] Also preferably, when R9 is Cl~ alkyl or C~_6 haloalkyl, R2 is not H, and preferably is methyl, ethyl, Cl, F, fluoromethyl (CHZF, CHFZ, CF3), C~_3 hydroxyalkyl (preferably CHZOH or CHZCHzOH), NH2, NHZOH, -NHCHzCH20H, NHCH3, N(CH3)2, N3, morpholino, OCH3, OCZHS, or SCH3.
[00190] In one embodiment, RZ is H; halo; N3; C» alkyl (preferably Cl_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro, difluoro, or trifluoro); -XRZa wherein X is S or O, and RZa is C1_6 alkyl (preferably C~_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro-, difluoro-, or trifluoro-substituted); -COZRd, wherein Ra is C,_3 alkyl, preferably methyl or ethyl; or -N(Ra)(Rb) wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), C~_3 alkyl (preferably CH3), C» hydroxyalkyl (preferably CZ_3 hydroxyalkyl, more preferably -CHzCH20H), or C~_6 alkyl (preferably C1_3 alkyl, more preferably CH3) that is optionally substituted with N(Re)(Rf) wherein Re and Rf are independently H, OH
(Re and Rf are not both OH), C,_3 alkyl (preferably CH3), or CZ_3 hydroxyalkyl (preferably -CHzCH20H), and wherein optionally Ra and Rb together with the N
they are both linked to may form a 3, 4, 5 or 6-membered heterocycle.
[00191] In a preferred embodiment, RZ is H; halo; C1_3 alkyl optionally substituted with OH or halo (preferably F, e.g., monofluoro, difluoro, or trifluoro); -XRZa wherein X is S or O and RZa is C1_3 alkyl (preferably C1_3 alkyl, more preferably CH3) optionally substituted with halo (preferably F, e.g., monofluoro-, difluoro-, or trifluoro-substituted); or N(Ra)(Rb) wherein Ra and Rb are independently H, OH
(Ra and Rb are not both OH), C1_3 alkyl (preferably CH3), Cz_3 hydroxyalkyl.
[00192] In preferred embodiments, RZ is H, methyl, ethyl, Cl, F, fluoromethyl (CHZF, CHF2, CF3), C~_3 hydroxyalkyl (preferably CHzOH or CHZCHZOH), NH2, NH20H, -NHCHZCHZOH, NHCH3, N(CH3)2, N3, morpholino, OCH3, OCZHS, or SCH3.

[00193] In more preferred embodiments, Rz is H, methyl, Cl, -CHZOH, -NHz, -NHCH3, -NHCHzCH20H, -OCH3, -SCH3, or -CHzF.
[00194] In all embodiments of the compound of Formula VIa, it is preferred that one or two of Q, T, U and V are N. For example Q and V are N and T and U are C.
[00195] In one embodiment, compounds of the invention include compounds of Formula VIa or pharmaceutically acceptable salts or solvates thereof, wherein:
Rl is methyl or ethyl, preferably methyl;
Rz is H; halo; N3;
C1_6 alkyl (preferably C~_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro, difluoro, or trifluoro);
-~2a wherein X is S or O, and Rza is C1_6 alkyl (preferably C~_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro-, difluoro-, or trifluoro-substituted);
-COZRd, wherein Rd is C1_3 alkyl, preferably methyl or ethyl; or N(Ra)(Rb) wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), C~_3 alkyl (preferably CH3), C1_6 hydroxyalkyl (preferably Cz_3 hydroxyalkyl, more preferably-CH2CH20H), or C~_6 alkyl (preferably C1_3 alkyl, more preferably CH3) that is optionally substituted with -N(Re)(Rf) wherein Re and Rf are independently H, OH (Re and Rf are not both OH), C~_3 alkyl (preferably CH3), or Cz_3 hydroxyalkyl (preferably -CHzCH20H), and wherein optionally Ra and Rb together with the N they are both linked to may form a 3, 4, or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl);
R3 is H; halo; C, _3 alkyl; or C ~ _3 alkoxy;
R4 and R6 are independently H; halo (preferably F or Cl); N3; C» alkyl (preferably C~-3>
more preferably CH3); C~_3 alkoxy (preferably OCH3); or -N(Rzb)(Rz~) wherein Rzb and Rz~ are independently H, OH, C~_6 alkyl (preferably C~_3 alkyl, more preferably CH3), Cl_6 hydroxyalkyl (preferably Cz_3 hydroxyalkyl, more preferably-CHzCH20H), or C1_6 alkyl (preferably C,_3 alkyl, more preferably CH3) that is optionally substituted with -N(Rzd)(Rze) wherein Rza and Rze are independently H, OH, C1_3 alkyl (preferably CH3) or Cz_3 hydroxyalkyl (preferably -CHzCH20H), wherein Rzb and Rz~ together with the N they are both linked to may form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl), and wherein RZb and RZ~ are not both OH, Rzd and RZe are not both OH;
RS is H or F, preferably H;
R7 and R> > are independently H; halo (preferably F or Cl, more preferably F);
CH3;
or OCH3;
R8 and Rio are independently H; halo (preferably F or Cl, more preferably Cl);
OH;
N3; C1_3 alkyl (preferably CH3); C~_3 alkoxy (preferably OCH3); C1_3 haloalkyl (preferably monofluoromethyl, difluoromethyl, trifluoromethyl); -XR9a, where X is O or 5, and R9a is C» alkyl or C~_3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CHZF, CHF2, CF3); -NH(Ra) or N(Ra)(Rb) where Ra and Rb are independently C~_3 alkyl; or -COOR9b, wherein R9b is C1_3 alkyl (preferably methyl or ethyl);
R9 is selected from the group consisting of H, OH, Cl, N3;
C1_6 alkyl (preferably C~_3 alkyl, more preferably CH3) optionally substituted with 1, 2 or 3 substituents, each substituent being independently OH, halo, C1_3 alkoxy, (halo)C1_3 alkoxy, -N(Ra)(Rb) where Ra and Rb are independently H, OH
(Ra and Rb are not both OH), C2~ hydroxyalkyl, or C1_3 alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle;
-XR° wherein X is S or O and R° is C1~ alkyl (preferably C1_3 alkyl, more preferably CH3) optionally substituted with with 1, 2 or 3 substituents, each substituent being independently OH, halo, C1_3 alkoxy, or (halo)C~_3 alkoxy;
- (C0_3 alkyl)C02Rd, wherein Ra is an C,_6 alkyl (preferably Cl_3 alkyl, more preferably methyl or ethyl) optionally substituted with 1, 2 or 3 substituents, each substituent being independently OH, halo, C~_3 alkoxy (e.g., fluoroalkoxy), N(Ra)(Rb) where Ra and Rb are independently H, OH (Ra and Rb are not both OH), C2~ hydroxyalkyl, or Cl_3 alkyl or Ra and Rb together with the nitrogen atom to which they both are linked form a 3, 4, 5 or 6-membered heterocycle;
-N(R.a)(Rb) where Ra and Rb are independently H, OH (Ra and Rb are not both OH), CZ~ hydroxyalkyl, C1_3 alkyl, or C~_3 alkyl substituted with N(Re)(Rf) where Re and Rf are independently H, OH (Re and Rf are not both OH), or C~_3 alkyl;
wherein optionally Ra and Rb together with the N form a 3, 4, 5 or 6-membered heterocycle, and optionally Re and Rf together with the nitrogen atom to which they both are linked form a 3, 4, 5 or 6-membered heterocycle; or -(Co_3 alkyl)C(O)N(Ra)(Rb) where Ra and Rb are independently H or C,_3 alkyl; and optionally R9 and one of Rg and R,o together form a 3, 4, 5, or 6-membered heterocycle; provided that when R9 is H, at least one of R8 and Rio is not hydrogen or alkyl; and Q, T, U and V are independently C or N, provided that at least one of Q, T, U
and V
is N, wherein when Q, T, U or V is N, then there is no substituent at the N. In some specific embodiments, one or two of Q, T, U and V are N.
[00196] Preferably when R9 is H, R8 or Rio or both are independently OH; Cl;
N3;
-XR9a, where X is O or S, and R9a is C,~ alkyl or C~_3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CHZF, CHF2, CF3); -NH(Ra) or N(Ra)(Rb) where Ra and Rb are independently C1_3 alkyl; or -COOR96, wherein R9b is C,_3 alkyl (preferably methyl or ethyl). More preferably, when R9 is H, R8 or R~o or both are independently N3, -OR9a, wherein R9a is C1.~ alkyl or C~_3 haloalkyl, or -N(Ra)(Rb) where Ra and Rb are independently C~_3 alkyl; or -COOR9b, wherein R9b is C~_3 alkyl (preferably methyl or ethyl). Even more preferably when R9 is H, R8 or Rio or both are C~_3 alkoxy or C~_3 haloalkoxy.
[00197] Also preferably, when R9 is C,_6 alkyl or C,_6 haloalkyl, RZ is methyl, ethyl, Cl, F, fluoromethyl (CHZF, CHFZ, CF3), C,_3 hydroxyalkyl (preferably CHZOH or CHzCHzOH), NHZ, NHZOH, -NHCHzCHZOH, NHCH3, N(CH3)z, N3, morpholino, OCH3, OC2H5, or SCH3.
[00198] In another preferred embodiment, compounds of the invention include compounds of Formula VIa or pharmaceutically acceptable salts or solvates thereof, wherein:
R~ is methyl or ethyl, and preferably methyl;
RZ is H; halo; N3;
C1_6 alkyl (preferably C1_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro, difluoro, or trifluoro);

-XRZa wherein X is S or O, and RZa is C1_6 alkyl (preferably C1_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro-, difluoro-, or trifluoro-substituted);
-COZ-RZf, wherein RZf is C,_6 alkyl (preferably C1_3 alkyl, more preferably methyl or ethyl); or -N(RZb)(RZ~) wherein RZb and RZ~ are independently H, OH, C1_6 alkyl (preferably C~_3 alkyl, more preferably CH3), CI_6 hydroxyalkyl (preferably Cz_3 hydroxyalkyl, more preferably-CH2CH20H), or C1_6 alkyl (preferably C1-3 alkyl, more preferably CH3) that is optionally substituted with -N(RZd)(Rze) wherein RZa and Rze are independently H, OH, C~_3 alkyl (preferably CH3), or Cz_3 hydroxyalkyl (preferably -CHZCH20H), and wherein optionally RZb and R2~
together with the N they are both linked to may form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl), and wherein R2b and R2~ are not both OH, RZd and RZe are not both OH;
R3 is H; halo; C~_3 alkyl; or C1_3 alkoxy;
R4 and R6 are independently H; halo (preferably F or Cl); N3; C~_3 alkyl (preferably CH3); CI_3 alkoxy (preferably OCH3); or -N(R2b)(R2~) wherein RZb and R2~ are independently H, OH, CH3, or ethyl, and optionally RZb and R2~ together with the N they are both linked to may form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl), and wherein RZb and R2~ are not both OH;
RS is H;
R7 and Rl1 are independently H, halo (preferably F), CH3, or OCH3;
Rg and R,o are independently H; halo (preferably F or Cl, more preferably F);
C,_3 alkyl (preferably CH3); C,_3 alkoxy (preferably OCH3); and R9 is selected from the group:
hydrogen; hydroxy; Cl; N3;
C~_3 alkyl (preferably methyl or ethyl) or C~_3 haloalkyl (preferably monofluoromethyl, difluoromethyl, trifluoromethyl);
-OR9a, wherein R9a is Cl_3 alkyl (i.e., methyl, ethyl, propyl, isopropyl) or C1_3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CHZF, CHF2, CF3);

-N(Ra)(Rb),wherein Ra and Rb are independently H, C1-3 alkyl, or haloCl-3alkyl; or -COOR9b, wherein R9b is CI_3 alkyl (preferably methyl or ethyl); and optionally R9 and one of R8 and Rio together form a 3, 4, S, or 6-membered carbocycle or heterocycle;
Q, T, U and V are independently C or N, wherein at least one of, T, U and V
are N, wherein when Q, T, U or V is nitrogen, then the there is no substituent at the N; with the proviso that when R9 is H then R8 and R9 are not both H or one H
and the other alkyl. Preferably when R9 is H then at least one of R8 or Rlo is not H or alkyl. More preferably when R9 is H then at least one of Rg or Rlo is not H, alkyl, or halo.
[00199] In some specific embodiments, one or two of Q, T, U and V are N.
[00200] Preferably in this embodiment, when R9 is H, R8 or Rlo or both are independently OH; Cl; N3; C~_3 haloalkyl (preferably monofluoromethyl, difluoromethyl, trifluoromethyl); -XR9a, where X is O or S, and R9a is C1~
alkyl or CI_3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CH2F, CHFZ, CF3);
-NH(Ra) or -N(Ra)(Rb) where Ra and Rb are independently C1_3 alkyl; or -COOR9b, wherein R9b is Cl_3 alkyl (preferably methyl or ethyl). More preferably, when R9 is H, Rg or Rlo or both are independently N3, -OR9a, wherein R9a is C» alkyl or C1_3 haloalkyl, or -N(Ra)(Rb) where Ra and Rb are independently C~_3 alkyl; or -COOR9b, wherein R9b is C1_3 alkyl (preferably methyl or ethyl). Even more preferably when R9 is H, R8 or Rio or both are C1_3 alkoxy or C1_3 halo alkoxy.
[00201] Also preferably, when R9 is C~_6 alkyl or C1_6 haloalkyl, RZ is not H
and preferably RZ is halo; C~_3 alkyl optionally substituted with OH or halo (preferably F, e.g., monofluoro, difluoro, or trifluoro); -XRZa wherein X is S or O and RZa is CI-3 alkyl (preferably C~_3 alkyl, more preferably CH3) optionally substituted with halo (preferably F, e.g., monofluoro-, difluoro-, or trifluoro-substituted); or N(Ra)(Rb) wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), C~_3 alkyl (preferably CH3), CZ_3 hydroxyalkyl. More preferably R2 is methyl, ethyl, Cl, F, fluoromethyl (CHZF, CHFZ, CF3), C,_3 hydroxyalkyl (preferably CHZOH or CHZCHZOH), NHz, NHZOH, -NHCHZCHZOH, NHCH3, N(CH3)z, N3, morpholino, OCH3, OCzHs, or SCH3.

[00202] Also preferably, in this embodiment, when R9 is H, Rg or Rlo or both are OCH3 and preferably R7 and R> > are H, and also preferably RZ is not hydrogen and preferably RZ is methyl or chloro. Also preferably in this embodiment, when R9 is alkyl or haloalkyl or chloro, RZ is not hydrogen and preferably RZ is methyl or chloro.
[00203] In another preferred embodiment, compounds of the invention include compounds of Formula VIa or pharmaceutically acceptable salts or solvates thereof, wherein:
R~ is methyl or ethyl, preferably methyl;
RZ is H, methyl, ethyl, Cl, F, fluoromethyl (CHZF, CHFZ, CF3), C1_3 hydroxyalkyl (preferably CH20H or CHZCHZOH), NH2, NHZOH, -NHCHZCHZOH, NHCH3, N(CH3)2, N3, morpholino, OCH3, OCZHS, or SCH3; R3 is H, CH3, OCH3, F, or Cl;
R4 and R6 are independently H, CH3, NHZ, N3, F, or Cl; RS is H; R7 and R, ~
are independently H, F, or OCH3; Rg and Rio are independently H, F, Cl, or OCH3;
and R9 is selected from the group:
hydrogen; hydroxy; Cl;
C1_3 alkyl (preferably methyl or ethyl) or C~_3 haloalkyl (preferably monofluoromethyl, difluoromethyl, trifluoromethyl);
-OR9a, wherein R9a is C,_3 alkyl (i.e., methyl, ethyl, propyl, isopropyl) or C1_3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CHzF, CHF2, CF3);
C~_3 alkyl substituted amino (preferably -NHCH3 or -N(CH3)2);
- N3; or -COOR9b, wherein R9b is C1_3 alkyl (preferably methyl or ethyl), and optionally R8 and R9 together form a 3, 4, 5, or 6-membered carbocycle or heterocycle; and Q, T, U and V are independently C or N, and at least one of Q, T, U and V is N, wherein when Q, T, U or V is N, then there is no substituent at the N. In some specific embodiments, one or two of Q, T, U and V are nitrogen.
[00204] Preferably in this embodiment, when R9 is H, Rg or R,o or both are independently OH; Cl; N3; C~_3 haloalkyl (preferably monofluoromethyl, difluoromethyl, trifluoromethyl); -XR9a, where X is O or S, and R9a is C1~
alkyl or 9~

C~_3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CHZF, CHFz, CF3);
-NH(Ra) or -N(Ra)(Rb) where Ra and Rb are independently C~_3 alkyl; or -COOR9b, wherein R9b is C~_3 alkyl (preferably methyl or ethyl). More preferably, when R9 is H, R$ or R~ o or both are independently N3, -OR9a, wherein R9a is C 1 ~ alkyl or C ~ _3 haloalkyl, or -N(Ra)(Rb) where Ra and Rb are independently C~_3 alkyl; or -COOR9b, wherein R9b is C~_3 alkyl (preferably methyl or ethyl). Even more preferably when R9 is H, R8 or Rlo or both are C1_3 alkoxy or C1_3 halo alkoxy.
[00205] Also preferably, when R9 is C~_6 alkyl or C1_6 haloalkyl, Rz is not H
and preferably Rz is methyl, ethyl, Cl, F, fluoromethyl (CHZF, CHFz, CF3), C1_3 hydroxyalkyl (preferably CHZOH or CH2CH20H), NHz, NHZOH, -NHCH2CHzOH, NHCH3, N(CH3)z, N3, morpholino, OCH3, OCzHS, or SCH3.
[00206] Also preferably, in this embodiment, when R9 is H, Rg or Rlo or both are OCH3 and preferably R7 and R~, are H, and also preferably Rz is not hydrogen and preferably Rz is methyl or chloro. Also preferably in this embodiment, when R9 is alkyl or haloalkyl or chloro, Rz is not hydrogen and preferably Rz is methyl or chloro.
[00207] In another preferred embodiment, compounds of the invention include compounds of Formula VIa or pharmaceutically acceptable salts or solvates thereof, wherein:
R~ is methyl;
Rz is H, methyl, ethyl, Cl, F, fluoromethyl (CHzF, CHFz, CF3), CH20H, NHz, NHCH3, N(CH3)z, -NHCHzCH20H, OCH3, or SCH3; R3 is H, CH3, OCH3, F, or Cl;
R4 and R6 are independently H, CH3, NHz, F, or Cl; RS is H; R7 and RI ~ are independently H, F, or OCH3; Rg and Rlo are independently H, F, Cl, or OCH3;
and R9 is selected from the group:
-OR9a, wherein R9a is selected from the group of methyl, ethyl, fluoromethyl (e.g., CH2F, CHFz, CF3), and fluoroethyl;
-NHCH3;
-N(CH3)z~
- N3; and -COOR9b, wherein R9b is H or methyl or ethyl; and 9~

Q, T, U and V are independently C or N, and at least one of Q, T, U and V is N, wherein when Q, T, U or V is N, then there is no substituent at the N. In some specific embodiments, one or two of Q, T, U and V are nitrogen.
[00208] In a more preferred embodiment, compounds of the invention include compounds of Formula VIa or pharmaceutically acceptable salts or solvates thereof, wherein:
Rl is CH3;
RZ is H, methyl, Cl, -CH20H, -NHZ, -NHCH3, -NHCH2CH20H, -OCH3, -SCH3, or -CHZF;
R3 is H, -CH3, -OCH3, or Cl;
R4 is H, CH3, or NH2;
RS is H;
R6 is H, or CH3;
R7 and RI 1 are independently H, or F;
R8 and Rlo are independently H, or F or OCH3;
R9 is -OCH3 or -OC2H5, - N(CH3)Z, -COZCH3, -OCHFz, or N3; and Q, T, U and V are independently C or N, and at least one of Q, T, U and V is N, wherein when Q, T, U or V is N, then there is no substituent at the N. In some specific embodiments, one or two of Q, T, U and V are nitrogen.
[00209] In a more preferred embodiment, the present invention provides compounds of Formula VIa or pharmaceutically acceptable salts or solvates thereof, wherein R, is CH3; R2 is Cl, methyl, or CHzF; R3 is H, CH3, F, or Cl; R4, RS and Rb are H; R7, R8, R,o and Rl ~ are independently H or F; R9 is -OCH3 or -N(CH3)2; and Q, T, U and V are independently C or N, and at least one of Q, T, U and V is N, wherein when Q, T, U or V is N, then there is no substituent at the N. In some specific embodiments, one or two of Q, T, U and V are nitrogen.
[00210] Other compounds of the invention include those of Formula VIb:

R~ o R~ ~ ~ Rg R
Rs ~~N ERs Ra w Rs Y N R2 (VIb) or pharmaceutically acceptable salts, or solvates thereof, wherein:
R~ is methyl or ethyl, preferably methyl;
RS is H or F, preferably H; and Rz - R4, Rb - R~ 1 are independently H, halo, N3, OH, thiol, nitro, CN, NHZ, C~_6 alkyl, C2_6 alkenyl, CZ_6 alkynyl, C1_6 alkoxy, C1_6 alkylthiol, halo-C1_6 alkyl, CZ_6 alkenyl-O-, C2_6 alkynyl-O-, hydroxy-C 1 _6 alkyl, C 1 _6 alkoxy-C, _6 alkyl, acyl, C 1 _6 acyloxy, ~, _6 alkyl-C(O)O-C 1 _6 alkyl, -C(O)O-C ~ _6 alkyl, C ~
_6 alkyl-C(O)O-C1_6 alkyl-, C~_6 acylamido, N(Ra)(Rb), -C» alkyl-C(O)N(Ra)(Rb), -C(O)N(Ra)(Rb), N(Ra)(Rb)-C1_6 alkyl-, 3, 4, 5, or 6-membered carbocycle, heterocycle, aryl, or heteroaryl, wherein Ra and Rb are independently H, OH
(Ra and Rb are not both OH), CZ_6 hydroxyalkyl, or C1_6 alkyl, or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl);
wherein any of the groups is optionally substituted with 1-3 substituents wherein each substituent is independently halo, N3, OH, thiol, nitro, CN, C,_6 alkyl, Cz_s alkenyl, Cz_6 alkynyl, C,_6 alkoxy, C,_6 alkylthiol, CZ_6 alkenyl-O-, Cz_6 alkynyl-O-, hydroxy-C 1 _6 alkyl, C ~ _6 alkoxy-C 1 _6 alkyl, C 1 _6 acyl, C 1 _6 acyloxy, C ~ _6 alkyl-C(O)O-C1_6 alkyl-, C~_6 acylamido, N(Ra)(Rb), -C,_6 alkyl-C(O)N(Ra)(Rb), --C(O)N(Ra)(Rb), N(Ra)(Rb)-C1~ alkyl-, wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), CZ_6 hydroxyalkyl, or C1-6 alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle, wherein optionally any two adj acent R7 - R,1 groups together form a 3, 4, 5 or 6-membered carbocycle or heterocycle;

provided that R9 is not -O(C1_6 alkyl)C(O)O(C1_6 alkyl), and when R9 is H then and Rlo are not both H or one H and the other halo. Preferably when R9 is H
then Rg and Rio are not both H or one H and the other halo or alkyl or haloalkyl.
[00211] In one embodiment, R9 is selected from the group consisting of H, Cl, N3;
C~_6 alkyl (preferably C1_3 alkyl, more preferably CH3) optionally substituted with 1, 2 or 3 substituents, each substituent being independently OH, halo, C~_3 alkoxy, (halo)C, _3 alkoxy, N(Ra)(Rb) where Ra and Rb are independently H, OH
(Ra and Rb are not both OH), C2~ hydroxyalkyl, or C 1 _3 alkyl or Ra and Rb together with the nitrogen atom to which they are both linked form a 3, 4, S or 6-membered heterocycle;
-XR' wherein X is S or O and R~ is C ~ _6 alkyl (preferably C 1 _3 alkyl, more preferably CH3) optionally substituted with with 1, 2 or 3 substituents, each substituent being independently OH, halo, C1_3 alkoxy, or (halo)C1_3 alkoxy;
- (Co_3 alkyl)C02Ra, wherein Rd is an C1_6 alkyl, preferably C1_3 alkyl;
-N(Ra)(Rb) where Ra and Rb are independently H, OH (Ra and Rb are not both OH), C2~ hydroxyalkyl, C1_3 alkyl, or-N(Re)(Rf) where Re and Rf are independently H, OH (Re and Rf are not both OH), or C1_3 alkyl; wherein optionally Ra and Rb together with the N form a 3, 4, 5 or 6-membered heterocycle, and optionally Re and Rf together with the nitrogen atom to which they both are linked form a 3, 4, 5 or 6-membered heterocycle; or -(Co_3 alkyl)C(O)N(Ra)(Rb) where Ra and Rb are independently H or C,_3 alkyl; and optionally R9 and one of R8 and Rio together form a 3, 4, 5, or 6-membered heterocycle. Preferably R9 is selected from such groups except R9 is not H or chloro.
[00212] In another embodiment, R9 is H; OH; Cl; N3; C1_3 alkyl (preferably methyl;
C1_3 haloalkyl (preferably monofluoromethyl, difluoromethyl, trifluoromethyl);
-OR9a, wherein R9a is C~.~ alkyl or C,_3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CHZF, CHFz, CF3); -NH(Ra) or -N(Ra)(Rb) where Ra and Rb are independently C1_3 alkyl; or -COOR9b, wherein R9b is C1_3 alkyl (preferably methyl or ethyl); and optionally R9 and one of R8 and Rio together form a 3, 4, 5, or 6-membered heterocycle. Preferably R9 is selected from such groups except R9 is not H or chloro.

[00213] In a preferred embodiment, R9 is N3; -OR9a, wherein R9a is C1_3 alkyl optionally substituted with 1-7 F; -N(Ra)(Rb) where Ra and Rb are independently C1_ 3 alkyl; or-COOR9b where R9b is C1_3 alkyl.
[00214] In more preferred embodiment, R9 is -OCH3, -OCZHS, N(CH3)2, --COZCH3, -OCHFz, or N3.
[00215] Preferably when R9 is H, R$ or Rlo or both are independently OH; N3; -XR9a where X is O or S, and R9a is C1~ alkyl or C~_3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CHZF, CHF2, CF3); -NH(Ra) or N(Ra)(Rb) where Ra and Rb are independently C1_3 alkyl; or -COOR9b, wherein R9b is C~_3 alkyl (preferably methyl or ethyl). More preferably, when R9 is H, R8 or Rlo or both are independently N3, ~R9a, wherein R9a is C1~ alkyl or C~_3 haloalkyl, or N(Ra)(Rb) where Ra and Rb are independently C~_3 alkyl; or -COOR9b, wherein R9b is C1_3 alkyl (preferably methyl or ethyl). Even more preferably when R9 is H, Rg or Rlo or both are C1_3 alkoxy or C1_3 halo alkoxy.
[00216] Also preferably in the various embodiments, when R9 is H, Rg and R10 are not H or one H and the othe halo, and R2 is not H, and preferably RZ is is halo; N3, C1_3 alkyl optionally substituted with OH or halo (preferably F, e.g., monofluoro, difluoro, or trifluoro); -XRZa wherein X is S or O and RZa is C~_3 alkyl (more preferably CH3) optionally substituted with halo (preferably F, e.g., monofluoro-, difluoro-, or trifluoro-substituted); or -N(Ra)(Rb) wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), C~_3 alkyl (preferably CH3), CZ_3 hydroxyalkyl. More preferably Rz is methyl, ethyl, Cl, F, fluoromethyl (CHZF, CHF2, CF3), C,_3 hydroxyalkyl (preferably CHZOH or CHZCH20H), NH2, NHzOH, -NHCHzCH20H, NHCH3, N(CH3)2, N3, morpholino, OCH3, OCZHS, or SCH3.
[00217] Also preferably, when R9 is C,_6 alkyl, halo, or C1_6 haloalkyl, Rz is not H, and preferably RZ is halo; N3, C1_3 alkyl optionally substituted with OH or halo (preferably F, e.g., monofluoro, difluoro, or trifluoro); -XRZa wherein X is S
or O
and Rza is C1_3 alkyl (more preferably CH3) optionally substituted with halo (preferably F, e.g., monofluoro-, difluoro-, or trifluoro-substituted); or -N(Ra)(Rb) wherein Ra and Rb are independently H, OH (R$ and Rb are not both OH), C1_3 alkyl (preferably CH3), CZ_3 hydroxyalkyl. More preferably RZ is methyl, ethyl, Cl, F, fluoromethyl (CH2F, CHFZ, CF3), C1_3 hydroxyalkyl (preferably CHZOH or CHZCH20H), NH2, NH20H, -NHCHzCHzOH, NHCH3, N(CH3)2, N3, morpholino, OCH3, OCzHs, or SCH3.
[00218] In one embodiment, RZ is H; halo; N3; Cl_6 alkyl (preferably C1_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro, difluoro, or trifluoro); -XRZa wherein X is S or O, and R2a is C~_6 alkyl (preferably C1_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro-, difluoro-, or trifluoro-substituted); --COZRd, wherein Rd is C,_3 alkyl, preferably methyl or ethyl; or N(Ra)(Rb) wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), C1_3 alkyl (preferably CH3), C~_6 hydroxyalkyl (preferably CZ_3 hydroxyalkyl, more preferably -CHzCH20H), or C1_6 alkyl (preferably C~_3 alkyl, more preferably CH3) that is optionally substituted with -N(Re)(Rf) wherein Re and Rf are independently H, OH
(Re and Rf are not both OH), C1_3 alkyl (preferably CH3), or CZ_3 hydroxyalkyl (preferably -CHZCH20H), and wherein optionally Ra and Rb together with the nitrogen they both are linked to may form a 3, 4, 5 or 6-membered heterocycle.
[00219] In a preferred embodiment, R2 is H; halo; C~_3 alkyl optionally substituted with OH or halo (preferably F, e.g., monofluoro, difluoro, or trifluoro); -XRZa wherein X is S or O and R2a is C1_3 alkyl (preferably C1_3 alkyl, more preferably CH3) optionally substituted with halo (preferably F, e.g., monofluoro-, difluoro-, or trifluoro-substituted); or N(Ra)(Rb) wherein Ra and Rb are independently H, OH
(Ra and Rb are not both OH), C1_3 alkyl (preferably CH3), CZ_3 hydroxyalkyl.
[00220] In preferred embodiments, RZ is H, methyl, ethyl, Cl, F, fluoromethyl (CH2F, CHF2, CF3), C~_3 hydroxyalkyl (preferably CHZOH or CH2CHZOH), NH2, NHzOH, -NHCHZCHZOH, NHCH3, N(CH3)2, N3, morpholino, OCH3, OC2H5, or SCH3.
[00221] In more preferred embodiments, RZ is H, methyl, Cl, -CHZOH, -NH2, -NHCH3, -NHCHZCHZOH, -OCH3, -SCH3, or -CHZF.
[00222] In one embodiment, compounds of the invention include compounds of Formula VIb or pharmaceutically acceptable salts or solvates thereof, wherein:
Rl is methyl or ethyl, preferably methyl;
Rz is H; halo; N3;
C1_6 alkyl (preferably C~_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro, difluoro, or trifluoro);

-XRza wherein X is S or O, and Rza is CI_6 alkyl (preferably C~_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro-, difluoro-, or trifluoro-substituted);
-COzRa, wherein Rd is CI_3 alkyl, preferably methyl or ethyl; or -N(Ra)(Rb) wherein Ra and Rb are independently H, OH (Ra and Rb are not both OH), C1_3 alkyl (preferably CH3), C1_6 hydroxyalkyl (preferably Cz_3 hydroxyalkyl, more preferably-CHzCH20H), or C~_6 alkyl (preferably Cl_3 alkyl, more preferably CH3) that is optionally substituted with -N(Re)(Rf) wherein Re and Rf are independently H, OH (Re and Rf are not both OH), C1_3 alkyl (preferably CH3), or Cz_3 hydroxyalkyl (preferably -CHzCH20H), and wherein optionally Ra and Rb together may form a 3, 4, S or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl);
R3 is H; halo; C 1 _3 alkyl; or C, _3 alkoxy;
R4 and R6 are independently H; halo (preferably F or Cl); N3; C1_6 alkyl (preferably C~-3~
more preferably CH3); C~_3 alkoxy (preferably OCH3); or -N(Rzb)(Rz~) wherein Rzb and Rz~ are independently H, OH, C,_6 alkyl (preferably C1_3 alkyl, more preferably CH3), C~_6 hydroxyalkyl (preferably Cz_3 hydroxyalkyl, more preferably-CHZCH20H), or C1_6 alkyl (preferably C1_3 alkyl, more preferably CH3) that is optionally substituted with -N(Rzd)(Rze) wherein Rzd and Rze are independently H, OH, C~_3 alkyl (preferably CH3) or Cz_3 hydroxyalkyl (preferably -CH2CH20H), wherein Rzb and Rz~ together may form a 3, 4, S or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl), and wherein Rzb and Rz~ are not both OH, Rzd and Rze are not both OH;
RS is H or F, preferably H;
R~ and Rl1 are independently H; halo (preferably F or Cl, more preferably F);
CH3;
or OCH3;
R8 and Rlo are independently H; halo (preferably F or Cl, more preferably Cl);
OH;
N3; C1_3 alkyl (preferably CH3); C~_3 alkoxy (preferably OCH3); C1_3 haloalkyl (preferably monofluoromethyl, difluoromethyl, trifluoromethyl); -XR9a, where X is O or S, and R9a is C,~ alkyl or C~_3 haloalkyl (e.g., fluoroalkyl, preferably lOg fluoromethyl, i.e., CHZF, CHF2, CF3); -NH(Ra) or N(Ra)(Rb) where Ra and Rb are independently C~_3 alkyl; or -COOR9b, wherein R9b is C~_3 alkyl (preferably methyl or ethyl). and R9 is H; OH; N3; halo;
C1_3 alkyl (preferably methyl or ethyl) or C1_3 haloalkyl (preferably monofluoromethyl, difluoromethyl, trifluoromethyl);
--(Co_3 alkyl)C(O)N(Ra)(Rb) where Ra and Rb are independently H, C2~
hydroxyalkyl, C~_3 alkyl, or or C~_3 alkyl optionally substituted with N(Re)(Rf) where Re and Rf are independently H, OH (Ra and Rb are not both OH), or C ~ _3 alkyl; wherein optionally Ra and Rb together with the N form a 3, 4, 5 or 6-membered heterocycle, and optionally Re and Rf together with the nitrogen atom to which they both are linked form a 3, 4, 5 or 6-membered heterocycle;
-COZ-RZf, wherein R2f is an optionally substituted C1_6 alkyl (preferably C,_3 alkyl, more preferably methyl or ethyl), the alkyl may be optionally substituted with OH, halo, C 1 _3 alkoxy, amino, and C 1 _3 alkylamino;
-~2a wherein X is S or O and RZa is C1_6 alkyl (preferably C1_3 alkyl, more preferably CH3) optionally substituted with a moiety selected from the group OH, halo, Cl_3 alkoxy, amino, and C,_3 alkylamino; or -N(R2b)(R2~) wherein RZb and R2~ are independently H, OH, C~_6 alkyl (preferably C1_3 alkyl, more preferably CH3), C1_6 haloalkyl, Cl_6 hydroxyalkyl (preferably Cz_3 hydroxyalkyl, more preferably-CH2CH20H), or C~_6 alkyl (preferably CI_3 alkyl, more preferably CH3) that is optionally substituted with -N(Rzd)(Rze) wherein RZd and RZe are independently H, OH, C~_3 alkyl (preferably CH3) or C2_3 hydroxyalkyl (preferably -CHzCH20H), wherein optionally RZb and RZ~ together with the nitrogen they both are linked to may form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl), and wherein RZb and Rz~ are not both OH, RZa and R2e are not both OH; optionally, and one of R8 and Rlo together form a 3, 4, 5 or 6-membered carbocycle or heterocycle;
provided that when R9 is H then Rg and Rlo are not both H or one H and the other halo.

[00223] Preferably when R9 is H, R$ or Rio or both are independently OH; N3; -XR9a where X is O or S, and R9a is C1~ alkyl or CI_3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CHZF, CHFz, CF3); -NH(Ra) or N(Ra)(Rb) where Ra and Rb are independently C,_3 alkyl; or -COOR9b, wherein R9b is C,_3 alkyl (preferably methyl or ethyl). More preferably, when R9 is H, Rg or Rio or both are independently N3, -OR9a, wherein R9a is C» alkyl or C1_3 haloalkyl, or -N(Ra)(Rb) where Ra and Rb are independently C~_3 alkyl; or -COOR9b, wherein R9b is C1_3 alkyl (preferably methyl or ethyl). Even more preferably when R9 is H, R8 or R,o or both are C~_3 alkoxy or C1_3 halo alkoxy.
[00224] Also preferably, when R9 is C~_6 alkyl, halo, or C1_6 haloalkyl, then RZ is is not H and preferably R2 is methyl, ethyl, Cl, F, fluoromethyl (CHZF, CHF2, CF3), C1_3 hydroxyalkyl (preferably CH20H or CHZCHZOH), NHZ, NHZOH, -NHCHZCHZOH, NHCH3, N(CH3)2, N3, morpholino, OCH3, OC2H5, or SCH3.
[00225] In another preferred embodiment, compounds of the invention include compounds of Formula VIb or pharmaceutically acceptable salts or solvates thereof, wherein:
R~ is methyl or ethyl, and preferably methyl;
RZ is H; halo; N3;
C1_6 alkyl (preferably C1_3 alkyl, more preferably CH3) optionally substituted with 1-4 substituents which are independently OH or halo (preferably F, e.g., monofluoro, difluoro, or trifluoro);
-XR2a wherein X is S or O, and Rza is C~_6 alkyl (preferably Cl_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro-, difluoro-, or trifluoro-substituted);
-CO2-RZf, wherein RZf is C,_6 (preferably C~_3, more preferably methyl or ethyl); or -N(R2b)(R2~) wherein Rzb and R2~ are independently H, OH, C,_6 alkyl (preferably C~_3 alkyl, more preferably CH3), C,_6 hydroxyalkyl (preferably Cz_3 hydroxyalkyl, more preferably-CHZCH20H), or C,_6 alkyl (preferably C~_3 alkyl, more preferably CH3) that is optionally substituted with -N(Rzd)(RZe) wherein R2d and RZe are independently H, OH, C1_3 alkyl (preferably CH3), or C2_3 hydroxyalkyl (preferably -CHZCHZOH), and wherein optionally RZb and Rz~

together with the nitrogen they both are linked to may form a 3, 4, S or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl), and wherein Rzb and Rz~ are not both OH, Rzd and Rze are not both OH;
R3 is H; halo; C 1 _3 alkyl; or C ~ _3 alkoxy;
R4 and Rb are independently H; halo (preferably F or Cl); N3; C~_3 alkyl (preferably CH3); C1_3 alkoxy (preferably OCH3); or -N(Rzb)(Rz~) wherein Rzb and Rz~ are independently H, OH, CH3, and optionally Rzb and Rz~ together with the nitrogen they both are linked to may form a 3, 4, S or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl), and wherein Rzb and Rz~ are not both OH;
RS is H;
R7 and RI I are independently H, halo (preferably F), CH3, or OCH3;
R$ and RIO are independently H; halo (preferably F or Cl, more preferably F);
C1_3 alkyl (preferably CH3); C1_3 alkoxy (preferably OCH3); -XR9a, where X is O or S, and R9a is C1~ alkyl or C1_3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CHZF, CHFz, CF3); -N(Ra)(Rb) where Ra and Rb are independently C1_3 alkyl; or -COOR9b, wherein R9b is C1_3 alkyl (preferably methyl or ethyl); and R9 is selected from the group:
hydrogen; hydroxy; N3;
C1_3 alkyl (preferably methyl or ethyl) or C~_3 haloalkyl (preferably monofluoromethyl, difluoromethyl, trifluoromethyl);
-OR9a, wherein R9a is CI_3 alkyl (i.e., methyl, ethyl, propyl, isopropyl) or C~_3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CH2F, CHFz, CF3);
N(Rzb)(Rz~) wherein Rzb and Rz~ are independently H, C,_3 alkyl, or CI-3 haloalkyl;or -COOR9b, wherein R9b is C~_3 alkyl (preferably methyl or ethyl); and optionally R9 and one of R8 and RIO together form a 3, 4, 5, or 6-membered hetercycle;
provided that when R9 is H at least one of Rg and RIO is not H or halo, preferably at least one of R8 and RIO is not H or halo or C1_3 alkyl.
10~

[00226] Preferably in this embodiment, when R9 is H, R$ or Rlo or both are independently-XR9a, where X is O or S, and R9a is C,~ alkyl or C1_3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CH2F, CHF2, CF3); -N(Ra)(Rb) where Ra and Rb are independently C~_3 alkyl; or -COOR9b, wherein R9b is C~_3 alkyl (preferably methyl or ethyl). More preferably, when R9 is H, Rg or Rlo or both are independently N3, -OR9a, wherein R9a is C1~ alkyl or C1_3 haloalkyl, or -N(Ra)(Rb) where Ra and Rb are independently C1_3 alkyl; or -COOR9b, wherein R9b is C1_3 alkyl (preferably methyl or ethyl). Even more preferably when R9 is H, Rg or Rlo or both are C ~ _3 alkoxy or C 1 _3 halo alkoxy.
[00227] Also preferably in this embodiment, when R9 is H then R$ and Rio are not both H or one H and the other halo, and Rz is not H.
[00228] Also preferably, in this embodiment, when R9 is C1_6 alkyl, halo, or C1_6 haloalkyl, then R2 is not H and preferably RZ is methyl, ethyl, Cl, F, fluoromethyl (CHZF, CHF2, CF3), C~_3 hydroxyalkyl (preferably CHZOH or CHZCHZOH), NH2, NHZOH, -NHCH2CHZOH, NHCH3, N(CH3)2, N3, morpholino, OCH3, OC2H5, or SCH3.
[00229] Also preferably, in this embodiment, when R9 is H, Rg or Rlo or both are OCH3 and preferably R7 and Rl l are H, and also preferably R2 is not hydrogen and preferably R2 is methyl or chloro. Also preferably in this embodiment, when R9 is alkyl or haloalkyl or chloro, RZ is not hydrogen and preferably Rz is methyl or chloro.
[00230] In another preferred embodiment, compounds of the invention include compounds of Formula VIb or pharmaceutically acceptable salts or solvates thereof, wherein:
Rl is methyl or ethyl, and preferably methyl;
RZ is H; halo; N3;
C~_6 alkyl (preferably C~_3 alkyl, more preferably CH3) optionally substituted with 1-4 substituents which are OH or halo (preferably F, e.g., monofluoro, difluoro, or trifluoro);
-~2a wherein X is S or O, and Rza is C1_6 alkyl (preferably C~_3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro-, difluoro-, or trifluoro-substituted); or -N(RZb)(R2~) wherein RZb and Rz~ are independently H, OH, C1_6 alkyl (preferably C~_3 alkyl), C1_6 hydroxyalkyl (preferably C2_3 hydroxyalkyl, more preferably -CHZCH20H), or R2b and R2~ together form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyn olidinyl, and morpholinyl);
R3 is H; halo; C ~ _3 alkyl; or C l _3 alkoxy;
R4 and R6 are independently H; halo (preferably F or Cl); N3. C~_3 alkyl (preferably CH3); C1_3 alkoxy (preferably OCH3); or -N(RZb)(R2~) wherein RZb and R2~ are independently H, OH (R2b and Rz~ are not both OH), CH3, or R2b and R2~
together form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl);
RS is H or F, preferably H;
R7 and R~ 1 are independently H, halo (preferably F), C~_3 alkyl (preferably CH3), C1_3 alkoxy (preferably OCH3), or C1_3 alkylthiol; Preferably R7 and RI1 are independently H, halo or methoxy;
Rg and R,o are independently H; halo (preferably F or Cl); C~_3 alkyl (preferably CH3); C~_3 alkoxy (preferably OCH3) or C1_3 alkylthiol; and R9 is selected from the group:
hydrogen; hydroxy; Cl; N3;
C~_3 alkyl (preferably methyl or ethyl) or C~_3 haloalkyl (preferably monofluoromethyl, difluoromethyl, trifluoromethyl);
~R9a, wherein Rlz is C1_3 alkyl (i.e., methyl, ethyl, propyl, isopropyl) or C1_3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CHZF, CHFz, CF3);
-N(RZb)(R2~) wherein RZb and R2~ are independently C~_3 alkyl;or -COOR9b, wherein R9b is C1_3 alkyl (preferably methyl or ethyl); and optionally R9 and one of R8 and Rlo together form a 3, 4, 5, or 6-membered heterocycle;
provided that when R9 is H at least one of Rg and Rlo is not H or halo, preferably at least one of R$ and Rio is not H or halo or C~_3 alkyl.
[00231] Preferably in this embodiment, when R9 is H, R8 or Rlo or both are independently C1_3 alkoxy (preferably OCH3) or C1_3 alkylthiol, each being optionally substituted with 1-4 F. Even more preferably when R9 is H, R$ or Rlo or both are methoxy or ethoxy. Also preferably Rz is not H.

[00232] Also preferably, when R9 is Cl_3 alkyl, halo, or C~_3 haloalkyl, then Rz is not H, preferably Rz is methyl, ethyl, Cl, F, fluoromethyl (CHZF, CHFz, CF3), C1-3 hydroxyalkyl (preferably CHzOH or CH2CHzOH), NHz, NHZOH, -NHCH2CHzOH, NHCH3, N(CH3)z, N3, morpholino, OCH3, OCZHS, or SCH3.
[00233] Also preferably, in this embodiment, when R9 is H, R8 or Rlo or both are OCH3 and preferably R7 and R~ 1 are H, and also preferably Rz is not hydrogen and preferably Rz is methyl or chloro. Also preferably in this embodiment, when R9 is alkyl or haloalkyl or chloro, Rz is not hydrogen and preferably Rz is methyl or chloro.
[00234] In another preferred embodiment, compounds of the invention include compounds of Formula VIb or pharmaceutically acceptable salts or solvates thereof, wherein:
Rl is methyl or ethyl, preferably methyl;
Rz is H, methyl, ethyl, Cl, F, fluoromethyl (CHZF, CHFz, CF3), C1_3 hydroxyalkyl (preferably CHZOH or CHZCHZOH), NHz, NHzOH, -NHCHZCHZOH, NHCH3, N(CH3)z, N3, morpholino, OCH3, OCzHs, or SCH3; R3 is H, CH3, OCH3, F, or Cl;
R4 and R6 are independently H, CH3, NHz, N3, F, or Cl; RS is H; R7 and Rl l are independently H, F, or OCH3; Rg and Rlo are independently H, F, Cl, or OCH3;
and R9 is selected from the group:
H; OH; N3;
Cl_3 alkyl (preferably methyl or ethyl) or C1_3 haloalkyl (preferably monofluoromethyl, difluoromethyl, trifluoromethyl);
-OR9a, wherein R9a is C1_3 alkyl (i.e., methyl, ethyl, propyl, isopropyl) or C1_3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CH2F, CHFz, CF3);
-N(Rzb)(Rz~) wherein Rzb and Rz~ are independently C1_3 alkyl; or -COOR9b, wherein R9b is C,_3 alkyl (preferably methyl or ethyl), and . optionally R8 and R9 together form a 3, 4, S, or 6-membered heterocycle;
provided that when R9 is H, at least one of R8 and Rlo is OCH3, and when R9 is C1_3 alkyl or Cl_3 haloalkyl or Cl then Rz is CI or methyl or ethyl.
[00235] Preferably in this embodiment, when R9 is H, R8 or Rlo or both are independently C1_3 alkoxy (preferably OCH3) or C1_3 alkylthiol, each being optionally substituted with 1-4 F. Even more preferably when R9 is H, Rg or Rio or both are methoxy or ethoxy. Also preferably Rz is not H.
[00236] Also preferably, when R9 is C~_3 alkyl, halo, or C1_3 haloalkyl, then Rz is not H, preferably Rz is methyl, ethyl, Cl, F, fluoromethyl (CHZF, CHFz, CF3), C1_3 hydroxyalkyl (preferably CH20H or CH2CHZOH), NHz, NHZOH, -NHCHZCHZOH, NHCH3, N(CH3)z, N3, morpholino, OCH3, OCZHS, or SCH3.
[00237] Also preferably, in this embodiment, when R9 is H, R$ or Rio or both are OCH3 and preferably R7 and Rl ~ are H, and also preferably Rz is not hydrogen and preferably Rz is methyl or chloro. Also preferably in this embodiment, when R9 is alkyl or haloalkyl or chloro, Rz is not hydrogen and preferably Rz is methyl or chloro.
[00238] In another preferred embodiment, compounds of the invention include compounds of Formula VIb or pharmaceutically acceptable salts or solvates thereof, wherein:
R, is CH3;
Rz is H, methyl, ethyl, Cl, F, fluoromethyl (CH2F, CHFz, CF3), CH20H, NHz, NHCH3, N(CH3)z, -NHCHZCHZOH, OCH3, or SCH3; R3 is H, CH3, OCH3, F, or Cl;
R4 and Rb are independently H, CH3, NHz, F, or Cl; RS is H; R7 and R~ 1 are independently H, F, or OCH3; R8 and Rlo are independently H, F, Cl, or OCH3;
and R9 is selected from the group:
-ORIZ, wherein R,z is selected from the group of methyl, ethyl, fluoromethyl (e.g., CHzF, CHFz, CF3), and fluoroethyl;
-NHCH3;
-N(CH3)z~
- N3; and -COOR13, wherein R~3 is methyl or ethyl.
[00239] In a more preferred embodiment, compounds of the invention include compounds of Formula VIb or pharmaceutically acceptable salts or solvates thereof, wherein:
Rl is CH3;
Rz is H, methyl, Cl, -CHZOH, -NHz, -NHCH3, -NHCHZCHZOH, -OCH3, -SCH3, or _CHzF~

R3 is H, -CH3, -OCH3, or Cl;
R4 is H, CH3, or NHz;
RS is H;
R6 is H, or CH3;
R~ and R> > are independently H, or F;
Rg and R~o are independently H, or F or OCH3; and R9 is -OCH3 or -OCZHS, - N(CH3)Z, -COZCH3, -OCHF2, or N3.
[00240] In a more preferred embodiment, the present invention provides compounds of Formula VIb or pharmaceutically acceptable salts or solvates thereof, wherein R~
is CH3; RZ is Cl, methyl, or CHzF; R3 is H, CH3, F, or Cl; R4, R5 and R6 are H; R7, R8, Rio and Rl ~ are independently H or F; and R9 is -OCH3 or -N(CH3)2.
[00241] In another embodiment, compounds of Formula VIb include compounds wherein:
R~ is methyl or ethyl;
RZ is methyl, ethyl, fluoromethyl, trifluoromethyl, methoxy, chloro, hydrogen, morpholino, hydroxymethane, methylthiol, or an amino optionally substituted with hydroxyethyl, or hydroxy;
R3 is hydrogen, chloro, methyl, or methoxy;
R4 and R6 are independently hydrogen, chloro, or methyl;
RS is hydrogen;
R7, R8, Rlo, and Rl ~ are independently hydrogen, fluoro, methyl, or methoxy;
and R9 is methyl, ethyl, methoxy, ethoxy, propoxy, isopropoxy, trifluoromethoxy, difluoromethoxy, azido, dimethylamino, methylcarboxy, chloro, hydrogen, or hydroxyl;
or pharmaceutically acceptable salts or solvates thereof.
[00242] Preferably, the compounds of this embodiment are not selected form the group consisting of 6-amino-4-[(N-methyl-N-phenyl)amino]quinazoline;
1- {4-[(N-methyl-N-phenyl)amino]-6-quinazolinyl } -3-methyltriazene;
1- f 4-[(N-methyl-N-phenyl)amino]-6-quinazolinyl}-3,3-dimethyltriazene;
4-(N-methylanilino)-6-sulfonylquinazoline;
4-(IV-methylanilino)-6-halosulfonylquinazoline;

8-Chloro-4-(N-methylanilino)quinazoline;
4-(N-methylanilino)-8-trifluoromethylquinazoline;
2-butyl-N-methyl-N-phenylquinazolin-4-amine;
4-(N-methylanilino)-6,8-dimethylquinazoline;
4-(N-methylanilino)-quinazoline;
4-(N-methylanilino)-6-methoxyquinazoline;
4-(N-methylanilino)-6-chloroquinazoline;
N-(3-chlorophenyl)-N-(quinazolin-4-yl)-N-methyl-amine;
4-(N-methylanilino)-2-chloroquinazoline;
4-(N-methylanilino)-2-chloro-8-methoxyquinazoline;
4-(N-ethylanilino)-2-chloroquinazoline;
4-(N-methylanilino)-2-chloro-6-methoxyquinazoline;
4-(N-methylanilino)-2-chloro-8-fluoroquinazoline;
2-amino-4-(N-methylphenylamino)quinazoline hydrochloride; or 2-amino-4-(N-methylphenylamino)-8-methoxyquinazoline hydrochloride.
[00243] In another embodiment, compounds of Formula VIb include compounds wherein:
Rl is methyl;
RZ is methyl, chloro, fluoromethyl, hydroxymethyl, amino, hydrogen, or hydroxyethylamino;
R3 is hydrogen, methyl, methoxy, or chloro;
R4 and R6 are independently hydrogen or methyl;
RS is hydrogen;
R~ and R~ 1 are independently hydrogen or fluoro;
R8 and Rio are independently hydrogen or fluoro; and R9 is methoxy, ethoxy, dimethylamino, methylcarboxy, difluoromethoxy, or azido;
or pharmaceutically acceptable salts or solvates thereof.
[00244] Among all the compounds of the present invention as disclosed above, preferred are those that can induce caspase activation as determined by the method and under conditions (measurement at 24 hours) described in Example 143, preferably at an ECso of no greater than about 1,000 nM, more preferably at an ECso of no greater than about S00 nM, more preferably at an ECso of no greater than about 200 nM, even more preferably at an ECso of no greater than about 100 nM, and most preferably at an ECso of no greater than about 10 nM. Also preferred compounds are those of Formula I-VIb, and pharmaceutically acceptable salts or solvates thereof, that are able to inhibit tubulin at an ICSO of no greater than about 2,000 nM, preferably no greater than about 1,000 nM, more preferably less than about 500 nM, as determined by the method and under conditions described in Example 145.
[00245] Exemplary compounds of the present invention are compounds provided in Examples 1-142; and pharmaceutically acceptable salts or prodrugs thereof, including but not limited to:
(2-Chloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(4-methyl-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(4-chloro-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(4-nitro-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(4-trifluoromethoxy-phenyl)-methyl-amine;
NZ-Hydroxyl-N4-(4-methoxy-phenyl)-N4-methyl-quinazoline-2,4-diamine;
NZ-(2-Hydroxylethyl)-N4-(4-methoxy-phenyl)-N4-methyl-quinazoline-2,4-diamine;
N4-(4-methoxy-phenyl)-N4-methyl-quinazoline-2,4-diamine;
Nz-(3,7-Dimethyl-octa-2,6-dienyl)-Nø-(4-methoxy-phenyl)-N4-methyl-quinazoline-2,4-diamine;
N4-(4-Methoxy-phenyl)-N4-methyl-NZ-(2-morpholin-4-yl-ethyl)-quinazoline-2,4-diamine;
(4-Methoxy-phenyl)-methyl-(2-morpholin-4-yl-quinazolin-4-yl)-amine;
NZ-(3,7-Dimethyl-octa-2,6-dienyl)-N4-(4-methyl-phenyl)-N4-methyl-quinazoline-2,4-diamine;
(2-Chloro-6,7-dimethoxyquinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(5,6,7,8-Tetrahydro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(4-methoxy-benzyl)-methyl-amine;
(4-Methoxy-phenyl)-methyl-quinazolin-4-yl-amine;
(4-Methyl-phenyl)-methyl-quinazolin-4-yl-amine;
(2-Chloro-quinazolin-4-yl)-(6-methoxy-pyridin-3-yl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-isopropyl-(4-methoxy-phenyl)-amine;

(2-Chloro-quinazolin-4-yl)-cyclohexyl-(4-methoxy-phenyl)-amine;
(2-Chloro-quinazolin-4-yl)-(2,3-dimethoxy-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-ethyl-(4-methoxy-phenyl)-amine;
(2-Chloro-quinazolin-4-yl)-(2,4-dimethoxy-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(2,S-dimethoxy-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(3-methoxy-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(2-methoxy-phenyl)-methyl-amine;
N2-[2-( 1 H-Imidazol-4-yl)-ethyl]-N4-(4-methoxy-phenyl)-N4-methyl-quinazoline-2,4-diamine;
N2-(3-Dimethylamino-propyl)-N4-(4-methoxy-phenyl)-N4-methyl-quinazoline-2,4-diamine;
N2-(2-Hydroxyethyl)-N4-(6-methoxypyridin-3-yl)-N4-methyl-quinazoline-2,4-diamine;
N~-(6-methoxypyridin-3-yl)-N4-methyl-quinazoline-2,4-diamine;
(2-Chloro-quinazolin-4-yl)-(4-methylcarboxyphenyl)-methyl-amine;
(2-methoxy-quinazolin-4-yl)-(4-methoxyphenyl)-methylamine;
(2-Chloro-quinazolin-4-yl)-(4-hydroxyphenyl)-methylamine;
(2-Fluoromethyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2-Chloro-6-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2-Chloro-7-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2-Chloro-5-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2-Chloro-8-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2,6-Dichloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2,7-Dichloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(5-Chloro-2-isopropoxy-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(Isoquinolin-1-yl)-(4-methoxy-phenyl)-methyl-amine;
(4-Methoxy-phenyl)-methyl-(quinolin-4-yl)-amine;
(2-Chloro-quinazolin-4-yl)-(3,4-methylenedioxyphenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(3,4-dimethoxy-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(4-phenoxy-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(4-propoxy-phenyl)-methyl-amine; and (4-Methoxy-phenyl)-methyl-(2-methyl-quinazolin-4-yl)-amine;

(2-Chloro-quinazolin-4-yl)-(2,5-dimethoxy-phenyl)-amine;
S-Chloro-N2,N4-bis-(4-methoxy-phenyl)-NZ,N4-dimethyl-quinazoline-2,4-diamine;
(2-Chloromethyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2-Ethyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2-Hydroxymethyl-quinazolin-4-yl)-4-methoxy-phenyl)-methyl-amine;
(2-Dimethylaminomethyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(4-Methoxy-phenyl)-(2-phenyl-quinazolin-4-yl)-methyl-amine;
(4-Difluoromethoxy-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(3-Fluoro-4-methoxy-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(4-Isopropoxy-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(4-Ethyl-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(2-Methyl-quinazolin-4-yl)-(2,4,6-trimethoxy-phenyl)-methyl-amine;
(2,8-Dichloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2,5-Dichloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(5-Methoxy-2-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(4-Methoxy-phenyl)-(2-methyl-pyrido[2,3-d]pyrimidin-4-yl)-methyl-amine;
(4-Hydroxy-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(4-ethoxy-phenyl)-methylamine;
(2-Methyl-quinazolin-4-yl)-(6-methoxy-pyridin-3-yl)-methyl-amine;
(2-Fluoro-4-methoxy-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(2-Methyl-quinazolin-4-yl)-(4-nitro-phenyl)-methyl-amine;
(4-Amino-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(4-Azido-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(4-Amino-2,6-dibromo-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(4-Amino-2-bromo-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(4-Dimethylamino-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(4-Ethoxy-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(4-Methoxy-phenyl-2,3,5,6-d4)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(4-Methoxy-phenyl)-(2-methyl-6-nitro-quinazolin-4-yl)-methyl-amine;
(6-Amino-2-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;

(6-Azido-2-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(7-Amino-2-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(7-Azido-2-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amore;
Ethyl 4-(N-(4-Methoxy-phenyl)-N-methylamino)quinazoline-2-carboxylate;
Succinimidyl 4-(N-Methyl-N-(2-methylquinazolin-4-yl)amino)benzoic Acid Ester;
(2-Methylthio-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2-Azido-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2-Dimethylamino-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2-Methylamino-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(4-Fluoro-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(6-Methoxy-pyridazin-3-yl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(5-Methoxy-pyrazin-2-yl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(2-Dimethylamino-quinazolin-4-yl)-(6-methoxy-pyridin-3-yl)-methyl-amine;
(2-Methylamino-quinazolin-4-yl)-(6-methoxy-pyridin-3-yl)-methyl-amine;
(5-Methoxy-pyridin-2-yl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
Difluoromethyl-(4-methoxy-phenyl)-(2-methyl-quinazolin-4-yl)-amine;
(4-Methoxy-phenyl)-(2-methyl-pteridin-4-yl)-methyl-amine;
(S-Methoxy-pyrimidin-2-yl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
and pharmaceutically acceptable salts or prodrugs thereof.
[00246] In one embodiment, exemplary compounds of the invention include:
(2-Chloro-quinazolin-4-yl)-(6-methoxy-pyridin-3-yl)-methyl-amine;
NZ-(2-Hydroxyethyl)-N4-(6-methoxypyridin-3-yl)-N4-methyl-quinazoline-2,4-diamine;
N4-(6-Methoxypyridin-3-yl)-N4-methyl-quinazoline-2,4-diamine;
(2-Methyl-quinazolin-4-yl)-(6-methoxy-pyridin-3-yl)-methyl-amine;
(6-Methoxy-pyridazin-3-yl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(5-Methoxy-pyrazin-2-yl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(2-Dimethylamino-quinazolin-4-yl)-(6-methoxy-pyridin-3-yl)-methyl-amine;
(2-Methylamino-quinazolin-4-yl)-(6-methoxy-pyridin-3-yl)-methyl-amine;
(2-Methyl-quinazolin-4-yl)-(pyrazin-2-yl)-methyl-amine;
(5-Methoxy-pyridin-2-yl)-(2-methyl-quinazolin-4-yl)-methyl-amine; and 11~

(5-Methoxy-pyrimidin-2-yl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
or a pharmaceutically acceptable salt or solvate thereof.
[00247] In another embodiment, exemplary compounds of the invention include:
(4-Methoxy-phenyl)-(2-methyl-pyrido[2,3-d]pyrimidin-4-yl)-methyl-amine;
and (4-Methoxy-phenyl)-(2-methyl-pteridin-4-yl)-methyl-amine;
or a pharmaceutically acceptable salt or solvate thereof.
[00248] In another embodiment, exemplary compounds of the invention include:
NZ-Hydroxyl-N4-(4-methoxy-phenyl)-N4-methyl-quinazoline-2,4-diamine;
NZ-(2-Hydroxylethyl)-N4-(4-methoxy-phenyl)-N4-methyl-quinazoline-2,4-diamine;
N4-(4-methoxy-phenyl)-N4-methyl-quinazoline-2,4-diamine;
N2-(3,7-Dimethyl-octa-2,6-dienyl)-N4-(4-methoxy-phenyl)-N4-methyl-quinazoline-2,4-diamine;
N4-(4-Methoxy-phenyl)-N4-methyl-Nz-(2-morpholin-4-yl-ethyl)-quinazoline-2,4-diamine;
(4-Methoxy-phenyl)-methyl-(2-morpholin-4-yl-quinazolin-4-yl)-amine;
NZ-(3,7-Dimethyl-octa-2,6-dienyl)-N4-(4-methyl-phenyl)-N4-methyl-quinazoline-2,4-diamine;
NZ-[2-( 1 H-Imidazol-4-yl)-ethyl]-N4-(4-methoxy-phenyl)-N4-methyl-quinazoline-2,4-diamine;
Nz-(3-Dimethylamino-propyl)-N4-(4-methoxy-phenyl)-N4-methyl-quinazoline-2,4-diamine;
5-Chloro-N2,N~-bis-(4-methoxy-phenyl)-NZ,N4-dimethyl-quinazoline-2,4-diamine;
6-Chloro-N2,N4-bis-(4-methoxy-phenyl)-NZ,N4-dimethyl-quinazoline-2,4-diamine;
(2-Dimethylamino-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine; and (2-Methylamino-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
or a pharmaceutically acceptable salt or solvate thereof.
[00249] In yet another embodiment, exemplary compounds of the invention include:
(2-Fluoromethyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;

(4-Methoxy-phenyl)-methyl-(2-methyl-quinazolin-4-yl)-amine;(2-Chloromethyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2-Ethyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(4-carboxy-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
Ethyl 4-(N-(4-methoxy-phenyl)-N-methylamino)quinazoline-2-carboxylate;
(2-hydroxymethyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2-Dimethylaminomethyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(4-Difluoromethoxy-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(3-Fluoro-4-methoxy-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(4-Isopropoxy-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(4-Ethyl-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(5-Methoxy-2-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(4-Hydroxy-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(2-Fluoro-4-methoxy-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(2-Methyl-quinazolin-4-yl)-(4-vitro-phenyl)-methyl-amine;
(4-Amino-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(4-Azido-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(4-Amino-2,6-dibromo-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(4-Amino-2-bromo-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(4-Dimethylamino-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(4-Ethoxy-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(4-Methoxy-phenyl-2,3,5,6-d4)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(4-Methoxy-phenyl)-(2-methyl-6-vitro-quinazolin-4-yl)-methyl-amine;
(6-Amino-2-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(6-Azido-2-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(4-Methoxy-phenyl)-(2-methyl-7-vitro-quinazolin-4-yl)-methyl-amine;
(2,4,6-Trimethoxy-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(7-Amino-2-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(7-Azido-2-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(3,5-Dibromo-4-methoxyphenyl)-(2-methyl-6-vitro-quinazolin-4-yl)-methyl-amore;

(4-Fluoro-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine; and Difluoromethyl-(4-methoxy-phenyl)-(2-methyl-quinazolin-4-yl)-amine;
or a pharmaceutically acceptable salt or solvate thereof.
[00250] In another embodiment, exemplary compounds of the invention include:
(2-Chloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(4-methyl-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(4-chloro-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(4-nitro-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(4-trifluoromethoxy-phenyl)-methyl-amine;
(2-Chloro-6,7-dimethoxyquinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(6-methoxy-pyridin-3-yl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-isopropyl-(4-methoxy-phenyl)-amine;
(2-Chloro-quinazolin-4-yl)-cyclohexyl-(4-methoxy-phenyl)-amine;
(2-Chloro-quinazolin-4-yl)-(2,3-dimethoxy-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-ethyl-(4-methoxy-phenyl)-amine;
(2-Chloro-quinazolin-4-yl)-(2,4-dimethoxy-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(2,S-dimethoxy-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(3-methoxy-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(2-methoxy-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(4-methylcarboxyphenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(4-hydroxyphenyl)-methylamine;
(2-Chloro-6-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2-Chloro-7-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2-Chloro-5-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2-Chloro-8-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2,6-Dichloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2,7-Dichloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(3,4-methylenedioxyphenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(3,4-dimethoxy-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(4-phenoxy-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(4-propoxy-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(4-ethoxy-phenyl)-methyl-amine;

(2,8-Dichloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine; and (2, 5-Dichloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
or a pharmaceutically acceptable salt or solvate thereof.
[00251] In yet another embodiment, exemplary compounds of the invention include:
(4-Methoxy-phenyl)-methyl-quinazolin-4-yl-amine; and (4-Methyl-phenyl)-methyl-quinazolin-4-yl-amine;
or a pharmaceutically acceptable salt or solvate thereof.
[00252] In another embodiment, exemplary compounds useful in the methods of the invention include:
(2-methoxy-quinazolin-4-yl)-(4-methoxyphenyl)-methylamine; and (5-Chloro-2-isopropoxy-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
or a pharmaceutically acceptable salt or solvate thereof.
[00253] The term "alkyl" as employed herein by itself or as part of another group refers to both straight and branched chain radicals of up to ten carbons.
Useful alkyl groups include straight-chained and branched C~_~o alkyl groups, more preferably C1_ 6 alkyl groups. Typical C1_lo alkyl groups include methyl, ethyl, propyl, isopropyl, butyl, sec-butyl, tert-butyl, 3-pentyl, hexyl and octyl groups, which may be optionally substituted.
[00254] The term "alkenyl" as employed herein by itself or as part of another group means a straight or branched chain radical of 2-10 carbon atoms, unless the chain length is limited thereto, including at least one double bond between two of the carbon atoms in the chain. Typical alkenyl groups include ethenyl, 1-propenyl, propenyl, 2-methyl-1-propenyl, 1-butenyl and 2-butenyl.
[00255] The term "alkynyl" is used herein to mean a straight or branched chain radical of 2-10 carbon atoms, unless the chain length is limited thereto, wherein there is at least one triple bond between two of the carbon atoms in the chain.
Typical alkynyl groups include ethynyl, 1-propynyl, 1-methyl-2-propynyl, 2-propynyl, 1-butynyl and 2-butynyl.
[00256] Useful alkoxy groups include oxygen substituted by one of the C1_,o alkyl groups mentioned above, which may be optionally substituted. Alkoxy substituents include, without limitation, halo, morpholino, amino including alkylamino and dialkylamino, and carboxy including esters therof.

[00257] Useful alkylthio groups include sulfur substituted by one of the C1_lo alkyl groups mentioned above, which may be optionally substituted. Also included are the sulfoxides and sulfones of such alkylthio groups.
[00258] Useful amino groups include -NHz, NHRIB and -NR18R~9, wherein R~g and Rl8 are CI_,o alkyl or cycloalkyl groups, or R~$ and R19 are combined with the N to form a ring structure, such as a piperidine, or R~g and R~9 are combined with the N
and other group to form a ring, such as a piperazine. The alkyl group may be optionally substituted.
[00259] Optional substituents on the alkyl, alkenyl, alkynyl, cycloalkyl, carbocyclic and heterocyclic groups include one or more halo, hydroxy, carboxyl, amino, nitro, cyano, C~-C6 acylamino, C~-C6 acyloxy, C1-C6 alkoxy, aryloxy, alkylthio, C6-Clo aryl, C4-C7 cycloalkyl, Cz-C6 alkenyl, Cz-C6 alkynyl, C6-Coo aryl(Cz-C6)alkenyl, C6-Clo aryl(Cz-C6)alkynyl, saturated and unsaturated heterocyclic or heteroaryl.
[00260] Optional substituents on the aryl, arylalkyl, arylalkenyl, arylalkynyl and heteroaryl and heteroarylalkyl groups include one or more halo, C~-C6 haloalkyl, C6-Clo aryl, C4-C7 cycloalkyl, C~-C6 alkyl, Cz-C6 alkenyl, Cz-C6 alkynyl, C6-C,o aryl(C~-C6)alkyl, C6-Coo aryl(Cz-C6)alkenyl, C6-C,o aryl(Cz-C6)alkynyl, CI-C6 hydroxyalkyl, nitro, amino, ureido, cyano, C~-C6 acylamino, hydroxy, thiol, C1-acyloxy, azido, C1-C6 alkoxy, carboxy or Cl_z alkylenedioxy (e.g., methylenedioxy).
[00261] The term "aryl" as employed herein by itself or as part of another group refers to monocyclic, bicyclic or tricyclic aromatic groups containing from 6 to 14 carbons in the ring portion.
[00262] Useful aryl groups include C6_la aryl, preferably C6_lo aryl. Typical C6_~4 aryl groups include phenyl, naphthyl, phenanthrenyl, anthracenyl, indenyl, azulenyl, biphenyl, biphenylenyl and fluorenyl groups.
[00263] The term "carbocycle" as employed herein include cycloalkyl and partially saturated carbocyclic groups. Useful cycloalkyl groups are C3_8 cycloalkyl.
Typical cycloalkyl groups include cyclopropyl, cyclobutyl, cyclopentyl, cyclohexyl and cycloheptyl.
[00264] Useful saturated or partially saturated carbocyclic groups are cycloalkyl groups as described above, as well as cycloalkenyl groups, such as cyclopentenyl, cycloheptenyl and cyclooctenyl.

[00265] Useful halo or halogen groups include fluorine, chlorine, bromine and iodine.
[00266] The term "arylalkyl" is used herein to mean any of the above-mentioned C,_~o alkyl groups substituted by any of the above-mentioned C6_la aryl groups.
Preferably the arylalkyl group is benzyl, phenethyl or naphthylmethyl.
[00267] The term "arylalkenyl" is used herein to mean any of the above-mentioned C2_to alkenyl groups substituted by any of the above-mentioned C6_la aryl groups.
[00268] The term "arylalkynyl" is used herein to mean any of the above-mentioned CZ_lo alkynyl groups substituted by any of the above-mentioned C6_~4 aryl groups.
[00269] The term "aryloxy" is used herein to mean oxygen substituted by one of the above-mentioned C6_la aryl groups, which may be optionally substituted. Useful aryloxy groups include phenoxy and 4-methylphenoxy.
[00270] The term "arylalkoxy" is used herein to mean any of the above mentioned C~_ to alkoxy groups substituted by any of the above-mentioned aryl groups, which may be optionally substituted. Useful arylalkoxy groups include benzyloxy and phenethyloxy.
[00271] Useful haloalkyl groups include C,_~o alkyl groups substituted by one or more fluorine, chlorine, bromine or iodine atoms, e.g., fluoromethyl, difluoromethyl, trifluoromethyl, pentafluoroethyl, 1,1-difluoroethyl, chloromethyl, chlorofluoromethyl and trichloromethyl groups.
[00272] Useful acylamino (acylamido) groups are any C~_6 acyl (alkanoyl) attached to an amino nitrogen, e.g., acetamido, chloroacetamido, propionamido, butanoylamido, pentanoylamido and hexanoylamido, as well as aryl-substituted C1_6 acylamino groups, e.g., benzoylamido, and pentafluorobenzoylamido.
[00273] Useful acyloxy groups are any C1_6 acyl (alkanoyl) attached to an oxy (-O-) group, e.g., formyloxy, acetoxy, propionoyloxy, butanoyloxy, pentanoyloxy and hexanoyloxy.
[00274] The term heterocycle is used herein to mean a saturated or partially saturated 3-7 membered monocyclic, or 7-10 membered bicyclic ring system, which consists of carbon atoms and from one to four heteroatoms independently selected from the group consisting of O, N, and S, wherein the nitrogen and sulfur heteroatoms can be optionally oxidized, the nitrogen can be optionally quaternized, and including any bicyclic group in which any of the above-defined heterocyclic rings is fused to a benzene ring, and wherein the heterocyclic ring can be substituted on carbon or on a nitrogen atom if the resulting compound is stable.
[00275] Useful saturated or partially saturated heterocyclic groups include tetrahydrofuranyl, pyranyl, piperidinyl, piperazinyl, pyrrolidinyl, imidazolidinyl, imidazolinyl, indolinyl, isoindolinyl, quinuclidinyl, morpholinyl, isochromanyl, chromanyl, pyrazolidinyl, pyrazolinyl, tetronoyl and tetramoyl groups.
[00276] The term "heteroaryl" as employed herein refers to groups having 5 to 14 ring atoms; 6, 10 or 14 ~t electrons shared in a cyclic array; and containing carbon atoms and 1, 2 or 3 oxygen, nitrogen or sulfur heteroactoms.
[00277] Useful heteroaryl groups include thienyl (thiophenyl), benzo[b]thienyl, naphtho[2,3-b]thienyl, thianthrenyl, furyl (furanyl), isobenzofuranyl, chromenyl, xanthenyl, phenoxanthiinyl, pyrrolyl, including without limitation 2H
pyrrolyl, imidazolyl, pyrazolyl, pyridyl (pyridinyl), including without limitation 2-pyridyl, 3-pyridyl, and 4-pyridyl, pyrazinyl, pyrimidinyl, pyridazinyl, indolizinyl, isoindolyl, 3H indolyl, indolyl, indazolyl, purinyl, 4H quinolizinyl, isoquinolyl, quinolyl, phthalzinyl, naphthyridinyl, quinozalinyl, cinnolinyl, pteridinyl, carbazolyl, (3-carbolinyl, phenanthridinyl, acrindinyl, perimidinyl, phenanthrolinyl, phenazinyl, isothiazolyl, phenothiazinyl, isoxazolyl, furazanyl, phenoxazinyl, 1,4-dihydroquinoxaline-2,3-dione, 7-aminoisocoumarin, pyrido[1,2-a]pyrimidin-4-one, pyrazolo[1,5-a]pyrimidinyl, including without limitation pyrazolo[1,5-a]pyrimidin-3-yl, 1,2-benzoisoxazol-3-yl, benzimidazolyl, 2-oxindolyl and 2-oxobenzimidazolyl.
Where the heteroaryl group contains a nitrogen atom in a ring, such nitrogen atom may be in the form of an N oxide, e.g., a pyridyl N oxide, pyrazinyl N oxide and pyrimidinyl N oxide.
[00278] The term "heteroaryloxy" is used herein to mean oxygen substituted by one of the above-mentioned heteroaryl groups, which may be optionally substituted.
Useful heteroaryloxy groups include pyridyloxy, pyrazinyloxy, pyrrolyloxy, pyrazolyloxy, imidazolyloxy and thiophenyloxy.
[00279] The term "heteroarylalkoxy" is used herein to mean any of the above-mentioned C,_lo alkoxy groups substituted by any of the above-mentioned heteroaryl groups, which may be optionally substituted.

[00280] Some of the compounds of the present invention may exist as stereoisomers including optical isomers. The invention includes all stereoisomers and both the racemic mixtures of such stereoisomers as well as the individual enantiomers that may be separated according to methods that are well known to those of ordinary skill in the art.
[00281] Examples of pharmaceutically acceptable addition salts include inorganic and organic acid addition salts, such as hydrochloride, hydrobromide, phosphate, sulphate, citrate, lactate, tartrate, maleate, fumarate, mandelate and oxalate; and inorganic and organic base addition salts with bases, such as sodium hydroxy, Tris(hydroxymethyl)aminomethane (TRIS, tromethane) and N methyl-glucamine.
[00282] Examples of prodrugs of the compounds of the invention include the simple esters of carboxylic acid containing compounds (e.g., those obtained by condensation with a C1~ alcohol according to methods known in the art); esters of hydroxy containing compounds (e.g., those obtained by condensation with a C»
carboxylic acid, C3_6 dioic acid or anhydride thereof, such as succinic and fumaric anhydrides according to methods known in the art); imines of amino containing compounds (e.g., those obtained by condensation with a C» aldehyde or ketone according to methods known in the art); carbamate of amino containing compounds, such as those described by Leu, et. al., (J. Med. Chem. 42:3623-3628 (1999)) and Greenwald, et.
al., (J. Med. Chem. 42:3657-3667 (1999)); and acetals and ketals of alcohol containing compounds (e.g., those obtained by condensation with chloromethyl methyl ether or chloromethyl ethyl ether according to methods known in the art).
[00283] The compounds of this invention may be prepared using methods known to those skilled in the art, or the novel methods of this invention.
Specifically, the compounds of this invention with Formulae I-VIb can be prepared as illustrated by the exemplary reaction in Scheme 1. Reaction of optionally substituted quinazoline-2,4-dione with phosphorylchloride produces the corresponding 2,4-dichloroquinazoline, which is reacted with an optionally substituted aniline, such as N-methyl-4-methoxy-aniline, to produce the substituted 2-chloro-4-anilino-quinazoline.

Scheme 1 Rio »~
R Z ~Rs Rio HN~W'X. R»~Z~~~Rs R3 C R ~ ~ ' ~ ~ ~ .X
/ NH POCI3 Ra , 3 / N R' R~ RR 'N R 'Ra N~C ~ R ~ wN~CI isopropanol ~ / / N
Rs H ~ R5 \ \N~CI
[00284] Compounds of this invention with Formulae I-VIb also could be prepared as illustrated by the exemplary reaction in Scheme 2. Reaction of the substituted chloro-4-anilino-quinazoline with a nucleophile (R2), such as hydroxylamine, in isopropanol heated by microwave produces the 2-nucleophile substituted -4-anilino-quinazoline, such as substituted hydroxylamino. Other nucleophiles that can be used in the reaction include NaOMe, NaN3, NaSMe, NH3, NHZMe, or NHMe2, and the reaction can be run at room temperature or elevated temperature.
[00285]
Scheme 2 Rio R»\ ~ \~Rs Rio R~, ~ : X, nucleophile-(RZ), Isopropanol R' 1 ~Z' ~~ Rs R3 N W~ R8 R~. ~ ~. X
R4, ,Q R~ Microwave R3 N W~ ~R$
T ~ N R . .Q / R~
i ~ 4 T' N
R5 U.V ~N~CI R /U'V \N~R
R
s R
s [00286] Compounds of this invention with Formulae I-VIb, wherein Ar is a substituted aryl or heteroaryl, could be prepared as illustrated by the exemplary reaction in Scheme 3. Reaction of 2,4-dichloroquinazoline with a substituted arylamine or heteroarylamine (Ar), such as a substituted pyridin-3-ylamine, produces the corresponding 4-Ar-amino substituted 2-chloro-quinazoline, which is alkylated with a haloalkyl, such as methylated by reaction with methyl iodide in the presence of a base such as NaH, to produce the corresponding 4-N-methyl-Ar-amino substituted 2-chloro- quinazoline.
[00287]
Scheme 3 R3 CI .Ar R~.N.Ar R4 i ~ .Ar THF/H20~ Ra HN Mel, NaH R3 + HZN NaOAc / 60 °C R4 ~ i N DMF R4 / / N
R5 \ N CI ~ ~ ~ 0 °C - RT
Rs R5 N CI Rs N CI
Rs Rs [00288] Alternatively, compounds of this invention with Formulae I-VIb also could be prepared as illustrated by the exemplary reaction in Scheme 4. The N-alkyl-arylamine or N-alkyl-heteroarylamine could be prepared by reaction of the arylamine or heteroarylamine with a ketone or aldehyde, such as acetone, in the presence of a reducing agent, such as NaCNBH3. The N-alkyl-arylamine or N-alkyl-heteroarylamine is then reacted with optionally substituted 2,4-dichloroquinazoline to produce the corresponding 4-substituted 2-chloro-quinazoline.
[00289]
Scheme 4 i / N Rio R,o R R ~ ~N~CI R»~Z~ ~~Rs R Y R , ~o s R~~ ~ ~.X
n~Z~ ~ s O MeOH, RT R»~Z~Y~Rs Rs R3 N W ~R8 H2N~W:X.Rs + R~ cat. H'" HN~W''IX.R ~ / ~ N R' R' R~ R~ R5 ~ \N CI
[00290] Compounds of this invention with Formulae I-VIb also could be prepared as illustrated by the exemplary reaction in Scheme 5. Reaction of optionally substituted 2-amino-benzoic acid, such as 2-amino-5-methyl-benzoic acid, with potassium cyanate in the presence of an acid, such as acetic acid, produces the corresponding optionally substituted quinazoline-2,4-dione, such as 6-methyl-quinazoline-2,4-dione, which is converted to the corresponding optionally substituted 2,4-dichloroquinazoline, such as 6-methyl-2,4-dichloroquinazoline by reaction with phosphorylchloride. Reaction of optionally substituted 2,4-dichloroquinazoline, such as 6-methyl-2,4-dichloroquinazoline with a substituted arylamine or heteroarylamine, such as N-methyl-4-methoxy-aniline, produces the corresponding 4-substituted 2-chloro-quinazoline, such as substituted 2-chloro-4-anilino-quinazoline.
[00291 ]
Scheme 5 R,o R~~~Z~1' ~ R,o 1~, R".Z.~~~
POCI ~ ~ ~ R ' N W
H N O R KOCN ~ R3 O s / 3 / i HR R ~ R ~ ~ . X. ~
z / s-~ / I NH~ ~N -.. R4 / N R~
~ AcOH ~ ~ H~O ~ w ~N~~ isopropanol RS N~ci [00292] Compounds of this invention with Formulae I-VIb, wherein RZ is an optionally substituted alkyl group, could be prepared as illustrated by the exemplary reaction in Scheme 6. Reaction of 2-amino-benzoic acid methyl ester with an optionally substituted acetonitrile, such as fluoro-acetonitrile, in the presence of HCl produces the corresponding 2-substituted quinazoline-4(3H)-one, such as 2-fluoromethyl-quinazoline-4(3H)-one, which is converted to 2-substituted 4-chloro-quinazoline, such as 4-chloro-2-fluoromethyl-quinazoline by reaction with phosphorylchloride. Reaction of 2-substituted 4-chloro-quinazoline, such as 4-chloro-2-fluoromethyl-quinazoline with a substituted aniline, such as N-methyl-methoxy-aniline, produces the corresponding 2-substituted 4-anilino-quinazoline, such as 2-fluoromethyl-4-anilino-quinazoline. Other substituted acetonitriles that can be used for the reaction include chloro-acetonitrile and bromo-acetonitrile, as well as acetonitrile and propionitrile.

Scheme 6 Rio R» ~ Ro Rto Ro ~ Rs O OMe R3 O R3 CI HN ~ F28 R~~ I i HZN / R3 RyCN ~ / NH P ~ ~ N R~ ~ R3 N Ra ~ HCI RS ~ ~ N~R RS ~ ~N~Rz isopropanol \ ( /N R
Rg RS N~RZ
R5 Rs Ro [00293] Compounds of this invention with Formulae I-VIb, wherein RZ is a substituted alkyl group, could also be prepared as illustrated by the exemplary reaction in Scheme 7. Reaction of a substituted 2-chloroalkyl-4-(N-alkyl-arylamine or N-alkyl-heteroarylamine)-quinazoline, such as N-methyl-2-chloromethyl-4-anilino-quinazoline, with a nucleophile, such as NHMe2, produces the substituted 2-dimethylaminomethyl-4-anilino-quinazoline. Other nucleophiles that can be used in the reaction include NaOMe, NaN3, NaSMe, NH3, NHZMe, or NHMe2, and the reaction can be run at room temperature and elevated temperature.
[00294]
Scheme 7 Rio Rio R11wZ~yRs R».Z~Y~Rs RR~.N~W~.X.RB NHMe2, 1,4-dioxane RR~~N~W:X.Rs R4.T,Q ~ N 'R~ $DoC R4~T ~Q / N R~
I
,U. ~ U.
R5 V N CH2CI R5 V N CHzNMe2 Rs Rs [00295] Compounds of this invention with Formulae I-VIb, wherein R~ is a substituted alkyl, could be prepared as illustrated by the exemplary reaction in Scheme 8. For example, reaction of an optionally substituted 4-(arylamine or heteroarylamine)-quinazoline, such as 2-methyl-4-(6-methoxy-pyridin-3-ylamino)-quinazoline, with a substituted haloalkyl, such as difluoromethyl chloride, in the presence of a base such as NaH, produces the corresponding 4-(N-alkyl-arylamine or N-alkyl-heteroarylamine)-quinazoline, such as 2-methyl-N4-difluoromethyl-4-(4-methoxy-pyridin-3-ylamino)-quinazoline.
Scheme 8 Rio Rio R~~~Z~Y~ R9 R~~~Z~~~~
R . ~ : X.
R HN~W~X~R8 R~CI, NaH R ~ N W R$
3 I 3~ R
R4.T,Q / N R~ DMF ~~T:Q / N ~
0 °C - RT

[00296] Compounds of this invention with Formula I-VIb, wherein RZ is an alkyl group, could be prepared as illustrated by the exemplary reaction in Scheme 9.
Reaction of a substituted 2-amino-benzoic acid, such as 2-amino-S-vitro-benzoic acid, with acetic anhydride, produces the corresponding substituted 2-methyl-benzo[d][1,3]oxazine-4-one, such as 2-methyl-6-vitro-4H-benzo[d][1,3]oxazine-4-one, which is converted to the corresponding quinazoline-4(3H)-one, such as 2-methyl-6-vitro-quinazoline-4(3H)-one, by treatment with ammonia in dioxane.
The compound is then converted to the corresponding 4-chloro- quinazoline, such as chloro-2-methyl-6-vitro-quinazoline by reaction with phosphorylchloride.
Reaction of the 4-chloro-quinazoline, such as 4-chloro-2-methyl-6-vitro-quinazoline with a substituted arylamine or heteroarylamine, such as N-methyl-4-methoxy-aniline, produces the corresponding 4-(arylamino or heteroarylamino)-quinazoline, such as substituted 2-methyl-6-vitro-4-anilino-quinazoline. Other substituted 2-amino-benzoic acid that can be used for the reaction include 2-amino-4-vitro-benzoic acid, 2-amino-5-chloro-benzoic acid.

Scheme 9 H2N R3~A~~2~ ~ / O NH~d~ ~ / NH P
R5 \ I N~Me R5 ~ I N~Me Ra ~ R4 Rs Rs Ra Rio R3 CI R~~ ~ R9 R~~ ~ R9 / N HN I / Ra RR~~N I / Ra R ~ ~N~Me R~ R~ R4 / ~ N R~
Rs isopropanol R5 \ N~Me [00297] Compounds substituted with a nitro group can be reduced by hydrogenation under HZ with Pd to produce the amino compound, which can be converted to the azido compounds by diazotization followed by treatment with NaN3.
Rio Rio Rio R» ~ Rs Rat W Rs R» ~ Rs RR N I Ra RR N I Ra RR~~N I / Ra NO R HZ/Pd H N R NaN02/HCI
~N ' ~ Z i ~N ' Ns ~ R~
NaN3 / N
R5 ~ N~Me R5 \ N~Me R4 ~ N~Me Ra R

[00298] Compounds of this invention with Formula I-VIb, wherein ring A is a carbocycle, could be prepared as illustrated by the exemplary reaction in Scheme 10.
Reaction of optionally substituted 5,6,7,8-tetrahydro-quinazoline-4(3H)-one with phosphorylchloride produces the corresponding optionally substituted 5,6,7,8-tetrahydro-4-chloroquinazoline, which is reacted with an optionally substituted N-alkyl-arylamine or N-alkyl-heteroarylamine, such as N-methyl-4-methoxy-aniline, to produce the corresponding optionally substituted 5,6,7,8-tetrahydro-4-(N-alkyl-arylamine or N-alkyl-heteroarylamine)-quinazoline.

Scheme 10 Rio R> >.Z~Y~~ Rs Rio .X. R~~~Z~~~Rs HN W I
R ~R~4 R3O POCI R ~R~4 R3 C1 ~ ~ ~ ~ ~ R~ R~'N~W.X.~
15 NH 3 15 / _ R R ~ R3 i 'R5 ~ ~ R~s w N R~
R~6 N R2 R~6 N R2 isopropanol R5 ~R~~ ~R~~ R~6 R N~RZ
[00299] Compounds of this invention with Formular I-VIb, wherein ring A is a heteroaryl or heterocycle, such as pyrido, could be prepared as illustrated by the exemplary reaction in Scheme 11. Reaction of an amino-nicotinic acid, such as amino-nicotinic acid, with acetyl chloride, in the presence of base, such as triethylamine, produces the corresponding amide, which is treated with ammonium acetate to produce the corresponding 2-methyl-pyrido[2,3-d](heteroaryl or heterocycle)-4-ol, such as 2-methyl-pyrido[2,3-d]pyrimidin-4-ol. The resulting compound is then converted to the corresponding 4-chloro-2-methyl-pyrido[2,3-d](heteroaryl or heterocycle), such as 4-chloro-2-methyl-pyrido[2,3-d]pyrimidine by reaction with phosphorylchloride, which is treated with an optionally substituted arylamino or heteroarylamino, such as N-methyl-4-methoxy-aniline to produce the corresponding optionally substituted 4-(arylamino or heteroarylamino)-2-methyl-pyrido[2,3-d](heteroaryl or heterocycle), such as substituted 4-anilino-2-methyl-pyrido[2,3-d]pyrimidine.
Scheme 11 Rio R». . R Rio Z ~~ s R».ZI~~~Rs O OH R O HN~W.X'~ RR~.N~W.X.
H2N ,R3 1. AcCI/Et3N/DMF ~~ ,Q3 POCI3 R~ R~ ~' 'E3 R Ra Q T' I ~NH ..~ Z I WN
~V~ ~T. 2. NHqAc ~~, ~ isopropanol ,p.
R6 U R4 R5 ~V N Me R5 ~B N~Me Rs Rs Rs [00300] Additional exemplary compounds may be synthesized according to the synthesis schemes below:
Scheme 12 O
O OH ~ O ~ I /
CI CI N
N
HZN ~ ~OH N / N ~ / N
oC ~ H
EtOH, RT ~ ~ I NaOAc CN ~N
HZN N N N
THF/Hz0 Scheme 13 I ~ o. I ~ o~
~N ~ HNMe2 ''N
~ N ~ ~ N'' W ~ ~ \ ~ i~
N CI N NMe2 Scheme 14 CI
~ ~N
w ~N~B~ NaOMe N\ OMe ~ N
H2N N Cu, 160oC H N~N
h 2 NaH, DMF,O RT
N\ O~ '. ~N~Ow HNI _N' N N
Mel, NaH / / N
W ~Ni~ DMF
N

Scheme 15 N.N~ O~
NaOMe N N\ O'~ Mel, NaH N N~ O' NaH, DMF
N.N\ CI ~ I /
I / Cu 160C HZN~.% -N CI ~
HZN 40 hrs H
N' \
~N
Scheme 16 I I I
1 ~ o I ~ o ~o OH OH CI ~N ~ N N
O KOCN, H20 ~ ~ N POCI3 ~ ~ N H ~ ~ N NHMe2 ~ i N
Nc~ ~ ~CI N~~~CI ~~ NMeZ
N NH GAA, 100 °C, 4 h N, ~ ~ DIPEA, PhMe N ~ ~ ~ ~~ N~
N N OH
Scheme 17 i I
o I ~. o ~o OH OH CI ~N~ N N
O NHzCONH2 ~ / POCI3 ~ , N H ~ ~ N NHMe2 ~ ~ N
NII II II II
NcN~ N~~ DIPEA, PhMe Nc~~CI N~~~CI N.~~[.~Mep N N OH
Scheme 18 CI
w ~N N~Ow NYOH NHzMe, THF I NYOH Mel, NaH I N~O~ N ~N ~ N
~~ I _ ~' ~ ~ -I _ N
Br~N Nal, 120 °C, 4 h HN' vN HN~N NaH, DMF
I I I / N~
Scheme 19 c1 N N ~O~~
/
~~CI NaOMe ( N~Ow 1. H2, PdlC ~~Ow wN ~ N
OZN~~'~N' OZN~ IN 2. Mel, NaH HN ~ N NaH, DMF \ \ N
I I, N

Scheme 20 O~ ' ~,, o' I Cu, 140C ' p~ H~ ~ .~ ~N,~
2 h ' ~~ NaH, DMF N N Mef, NaH, DMF
HZN N NdOMe H2N N CI / .~ N ~ ~ N
/ / N ~ w I \
N N N
Scheme 21 S ~,. S
CI I~ I , ~ N
IPA, HCI HN Met, NaH
i N
~., ~~N~ HZN ~'' ~~ / N~ ~' ~~ N
~. ''N~ w 'N~
Scheme 22 O W O
.. I~ ,~ I~
N N
Cut, NEt3, PdClz(PPH3?2 ..~'N + ~ Me ~ ~ 'N
~N GI ~ \N
Me Scheme 23 i H
CI '.N.NHZ wN.N
PhCOCI
O
'~~N + NH2NHMe --- '~ i~N '~ i ~N

Scheme 24 CI wN.NHz PhCOCI
\ \ '~ + NH2NHMe - i i ~ -N CI ~ ~N CI
wN.N w I w .N \
- N
NaSMe ~ N O ~ / / N O
I
~N~CI \ ~N~SMe Scheme 25 OH CI

/ ~ - HCl \ ~ N POC13 \ ~ N
+ CH3CN ~ --\ NHZ CH3CN ~ / NJ\
2-Amino-benzoic acid 2-Methyl-quinazolin-4-of 4-Chloro-2-methyl-quinazoline methyl ester H3C0 \ / NHCH3 H3C~ \
N
(4-Methoxy-phenyl)-methyl-amine N HCI
Con. HCl N/_ (4-Methoxy-phenyl)-methyl-(2-methyl -quinazolin-4-yl)-amine hydrochloride [00301] An important aspect of the present invention is the discovery that compounds having Formulae I-VIb are activators of caspases and inducers of apoptosis.
Another important aspect of the invention is the discovery that compounds having Formulae I-Vc are inhibitors of tubulin polymerization. Therefore, these compounds are useful in treating diseases that are responsive to activating caspases, inducing apoptosis, or inhibiting tubulin. For example, these compounds are useful in a variety of clinical conditions in which there is uncontrolled cell growth and spread of abnormal cells, such as in the case of cancer.

[00302] The present invention also includes a therapeutic method comprising administering to an animal an effective amount of a compound, or a pharmaceutically acceptable salt or prodrug of said compound of Formulae I-Vc, wherein said therapeutic method is useful to treat cancer, which is a group of diseases characterized by the uncontrolled growth and spread of abnormal cells.
Such diseases include, but are not limited to, Hodgkin's disease, non-Hodgkin's lymphoma, acute lymphocytic leukemia, chronic lymphocytic leukemia, multiple myeloma, neuroblastoma, breast carcinoma, ovarian carcinoma, lung carcinoma, Wilms' tumor, cervical carcinoma, testicular carcinoma, soft-tissue sarcoma, primary macroglobulinemia, bladder carcinoma, chronic granulocytic leukemia, primary brain carcinoma, malignant melanoma, small-cell lung carcinoma, stomach carcinoma, colon carcinoma, malignant pancreatic insulinoma, malignant carcinoid carcinoma, choriocarcinoma, mycosis fungoides, head or neck carcinoma, osteogenic sarcoma, pancreatic carcinoma, acute granulocytic leukemia, hairy cell leukemia, neuroblastoma, rhabdomyosarcoma, Kaposi's sarcoma, genitourinary carcinoma, thyroid carcinoma, esophageal carcinoma, malignant hypercalcemia, cervical hyperplasia, renal cell carcinoma, endometrial carcinoma, polycythemia vera, essential thrombocytosis, adrenal cortex carcinoma, skin cancer, and prostatic carcinoma.
[00303] In practicing the therapeutic methods, effective amounts of compositions containing therapeutically effective concentrations of the compounds formulated for oral, intravenous, local and topical application, for the treatment of neoplastic diseases and other diseases, are administered to an individual exhibiting the symptoms of one or more of these disorders. The amounts are effective to ameliorate or eliminate one or more symptoms of the disorders. An effective amount of a compound for treating a particular disease is an amount that is sufficient to ameliorate, or in some manner reduce, the symptoms associated with the disease.
Such amount may be administered as a single dosage or may be administered according to a regimen, whereby it is effective. The amount may cure the disease but, typically, is administered in order to ameliorate the symptoms of the disease.
Typically, repeated administration is required to achieve the desired amelioration of symptoms.

[00304] Another aspect of the present invention is to provide a pharmaceutical composition, containing an effective amount of a compound of Formulae I-VIb, or a pharmaceutically acceptable salt of said compound, in admixture with one or more pharmaceutically acceptable carriers or diluents.
[00305] In one embodiment, a pharmaceutical composition comprising a compound of Formulae I-Vc disclosed herein, or a pharmaceutically acceptable salt of said compound, in combination with a pharmaceutically acceptable vehicle is provided. , [00306] Preferred pharmaceutical compositions comprise compounds of Formulae I-VIb, and pharmaceutically acceptable salts, esters, or prodrugs thereof, that are able to induce caspase activation as determined by the method described in Examp1e145, preferably at an ECso no greater than 1,000 nM, more preferably at an ECSO no greater than 500 nM, more preferably at an ECSO no greather than 200 nM, more preferably at an ECso no greather than 100, and most preferably at an ECSO no greather than 10 nM. Other preferred compositions comprise compounds of Formula I-VIb, and pharmaceutically acceptable salts, esters, or prodrugs thereof, that are able to inhibit tubulin polymerization as determined by the method described in Example 147.
[00307] Another embodiment of the present invention is directed to a composition effective to inhibit neoplasia comprising a compound, or a pharmaceutically acceptable salt or prodrug of said compound of Formulae I-VIb, which functions as a caspase cascade activator and inducer of apoptosis or inhibitor of tubulin polymerization, in combination with at least one known cancer chemotherapeutic agent, or a pharmaceutically acceptable salt of said agent. Examples of known cancer chemotherapeutic agents which may be used for combination therapy include, but not are limited to alkylating agents, such as busulfan, cis-platin, mitomycin C, and carboplatin; antimitotic agents, such as colchicine, vinblastine, paclitaxel, and docetaxel; topo I inhibitors, such as camptothecin and topotecan; topo II
inhibitors, such as doxorubicin and etoposide; RNA/DNA antimetabolites, such as 5-azacytidine, 5-fluorouracil and methotrexate; DNA antimetabolites, such as 5-fluoro-2'-deoxy-uridine, ara-C, hydroxyurea and thioguanine; EGFR inhibitors, such as Iressa~ (gefitinib) and Tarceva~ (erlotinib); proteosome inhibitors;
antibodies, such as campath, I~erceptin~ (trastuzumab), Avastin~ (bevacizumab), or Rituxan~

(rituximab). Other known cancer chemotherapeutic agents which may be used for combination therapy include melphalan, chlorambucil, cyclophosamide, ifosfamide, vincristine, mitoguazone, epirubicin, aclarubicin, bleomycin, mitoxantrone, elliptinium, fludarabine, octreotide, retinoic acid, tamoxifen, Gleevec~
(imatinib mesylate) and alanosine.
[00308] In practicing the methods of the present invention, the compound of the invention may be administered together with at least one known chemotherapeutic agent as part of a unitary pharmaceutical composition. Alternatively, the compound of the invention may be administered apart from at least one known cancer chemotherapeutic agent. In one embodiment, the compound of the invention and at least one known cancer chemotherapeutic agent are administered substantially simultaneously, i.e. the compounds are administered at the same time or one after the other, so long as the compounds reach therapeutic levels in the blood at the same time. On another embodiment, the compound of the invention and at least one known cancer chemotherapeutic agent are administered according to their individual dose schedule, so long as the compounds reach therapeutic levels in the blood.
[00309] It has been reported that alpha-1-adrenoceptor antagonists, such as doxazosin, terazosin, and tamsulosin can inhibit the growth of prostate cancer cell via induction of apoptosis (Kyprianou, N., et al., Cancer Res 60:4550-4555, (2000)).
Therefore, another embodiment of the present invention is directed to a composition effective to inhibit neoplasia comprising a compound, or a pharmaceutically acceptable salt or prodrug of a compound described herein, which functions as a caspase cascade activator and inducer of apoptosis or inhibitor of tubulin polymerization, in combination with at least one known alpha-1-adrenoceptor antagonists, or a pharmaceutically acceptable salt of said agent. Examples of known alpha-1-adrenoceptor antagonists, which can be used for combination therapy include, but are not limited to, doxazosin, terazosin, and tamsulosin.
[00310] It has been reported that sigma-2 receptors are expressed in high densities in a variety of tumor cell types (Vilner, B. J., et al., Cancer Res. 55: 408-413 (1995)) and that sigma-2 receptor agonists, such as CB-64D, CB-184 and haloperidol activate a novel apoptotic pathway and potentiate antineoplastic drugs in breast tumor cell lines. (Kyprianou, N., et al., Cancer Res. 62:313-322 (2002)). Therefore, another embodiment of the present invention is directed to a composition effective to inhibit neoplasia comprising a compound, or a pharmaceutically acceptable salt or prodrug of a compound described herein, which functions as a caspase cascade activator and inducer of apoptosis or inhibitor of tubulin polymerization, in combination with at least one known sigma-2 receptor agonist, or a pharmaceutically acceptable salt of said agonist. Examples of known sigma-2 receptor agonists which can be used for combination therapy include, but are not limited to, CB-64D, CB-184 and haloperidol.
[00311] It has been reported that combination therapy with lovastatin, a HMG-CoA
reductase inhibitor, and butyrate, an inducer of apoptosis in the Lewis lung carcinoma model in mice, showed potentiating antitumor effects (Giermasz, A., et al., Int. .l. Cancer 97:746-750 (2002)). Therefore, another embodiment of the present invention is directed to a composition effective to inhibit neoplasia comprising a compound, or a pharmaceutically acceptable salt or prodrug of a compound described herein, which functions as a caspase cascade activator and inducer of apoptosis or inhibitor of tubulin polymerization, in combination with at least one known HMG-CoA reductase inhibitor, or a pharmaceutically acceptable salt of said agent. Examples of known HMG-CoA reductase inhibitors, which can be used for combination therapy include, but are not limited to, lovastatin, simvastatin, pravastatin, fluvastatin, atorvastatin and cerivastatin.
[00312] It has been reported that HIV protease inhibitors, such as indinavir or saquinavir, have potent anti-angiogenic activities and promote regression of Kaposi sarcoma (Sgadari, C., et al., Nat. Med. 8:225-232 (2002)). Therefore, another embodiment of the present invention is directed to a composition effective to inhibit neoplasia comprising a compound, or a pharmaceutically acceptable salt or prodrug of a compound described herein, which functions as a caspase cascade activator and inducer of apoptosis or inhibitor of tubulin polymerization, in combination with at least one known HIV protease inhibitor, or a pharmaceutically acceptable salt of said agent. Examples of known HIV protease inhibitors, which can be used for combination therapy include, but are not limited to, amprenavir, abacavir, CGP-73547, CGP-61755, DMP-450, indinavir, nelfinavir, tipranavir, ritonavir, saquinavir, ABT-378, AG 1776, and BMS-232,632.

[00313] It has been reported that synthetic retinoids, such as fenretinide (N
(4-hydroxyphenyl)retinamide, 4HPR), have good activity in combination with other chemotherapeutic agents, such as cisplatin, etoposide or paclitaxel in small-cell lung cancer cell lines (Kalemkerian, G. P., et al., Cancer Chemother. Pharmacol.
43:145-150 (1999)). 4HPR also was reported to have good activity in combination with gamma-radiation on bladder cancer cell lines (Zou, C., et al., Int. J. Oncol.
13:1037-1041 (1998)). Therefore, another embodiment of the present invention is directed to a composition effective to inhibit neoplasia comprising a compound, or a pharmaceutically acceptable salt or prodrug of a compound described herein, which functions as a caspase cascade activator and inducer of apoptosis or inhibitor of tubulin polymerization, in combination with at least one known retinoid and synthetic retinoid, or a pharmaceutically acceptable salt of said agent.
Examples of known retinoids and synthetic retinoids, which can be used for combination therapy include, but are not limited to, bexarotene, tretinoin, 13-cis-retinoic acid, 9-cis-retinoic acid, a-difluoromethylornithine, ILX23-7553, fenretinide, and N 4-carboxyphenyl retinamide.
[00314] It has been reported that proteasome inhibitors, such as lactacystin, exert anti-tumor activity in vivo and in tumor cells in vitro, including those resistant to conventional chemotherapeutic agents. By inhibiting NF-kappaB transcriptional activity, proteasome inhibitors may also prevent angiogenesis and metastasis in vivo and further increase the sensitivity of cancer cells to apoptosis (Almond, J.
B., et al., Leukemia 16:433-443 (2002)). Therefore, another embodiment of the present invention is directed to a composition effective to inhibit neoplasia comprising a compound, or a pharmaceutically acceptable salt or prodrug of a compound described herein, which functions as a caspase cascade activator and inducer of apoptosis or inhibitor of tubulin polymerization, in combination with at least one known proteasome inhibitor, or a pharmaceutically acceptable salt of said agent.
Examples of known proteasome inhibitors, which can be used for combination therapy include, but are not limited to, lactacystin, MG-132, and PS-341.
[00315] It has been reported that tyrosine kinase inhibitors, such as STI571 (Gleevec~ (imatinib mesylate)), have potent synergetic effect in combination with other anti-leukemic agents, such as etoposide (Liu, W.M., et al. Br. J. Cancer 86:1472-1478 (2002)). Therefore, another embodiment of the present invention is directed to a composition effective to inhibit neoplasia comprising a compound, or a pharmaceutically acceptable salt or prodrug of a compound described herein, which functions as a caspase cascade activator and inducer of apoptosis or inhibitor of tubulin polymerization, in combination with at least one known tyrosine kinase inhibitor, or a pharmaceutically acceptable salt of said agent. Examples of known tyrosine kinase inhibitors, which can be used for combination therapy include, but are not limited to, Gleevec~ (imatinib mesylate), ZD 1839 Iressa~ (gefitinib), SH268, genistein, CEP2563, SU6668, SU11248, and EMD121974.
[00316] It has been reported that prenyl-protein transferase inhibitors, such as farnesyl protein transferase inhibitor 8115777, possess preclinical antitumor activity against human breast cancer (Kelland, L.R., et. al., Clin. Cancer Res. 7:3544-3550 (2001)).
Synergy of the protein farnesyltransferase inhibitor SCH66336 and cisplatin in human cancer cell lines also has been reported (Adjei, A. A., et al., Clin.
Cancer.
Res. 7:1438-1445 (2001)). Therefore, another embodiment of the present invention is directed to a composition effective to inhibit neoplasia comprising a compound, or a pharmaceutically acceptable salt or prodrug of a compound described herein, which functions as a caspase cascade activator and inducer of apoptosis, in combination with at least one known prenyl-protein transferase inhibitor, including farnesyl protein transferase inhibitor, inhibitors of geranylgeranyl-protein transferase type I
(GGPTase-I) and geranylgeranyl-protein transferase type-II, or a pharmaceutically acceptable salt of said agent. Examples of known prenyl-protein transferase inhibitors, which can be used for combination therapy include, but are not limited to, 8115777, SCH66336, L-778,123, BAL9611 and TAN-1813.
(00317] It has been reported that cyclin-dependent kinase (CDK) inhibitors, such as flavopiridol, have potent synergetic effect in combination with other anticancer agents, such as CPT-11, a DNA topoisomerase I inhibitor in human colon cancer cells (Motwani, M., et al., Clin. Cancer Res. 7:4209-4219, (2001)). Therefore, another embodiment of the present invention is directed to a composition effective to inhibit neoplasia comprising a compound, or a pharmaceutically acceptable salt or prodrug of a compound described herein, which functions as a caspase cascade activator and inducer of apoptosis or inhibitor of tubulin polymerization, in combination with at least one known cyclin-dependent kinase inhibitor, or a pharmaceutically acceptable salt of said agent. Examples of known cyclin-dependent kinase inhibitor, which can be used for combination therapy include, but are not limited to, flavopiridol, UCN-O1, roscovitine and olomoucine.
[00318] It has been reported that in preclinical studies COX-2 inhibitors were found to block angiogenesis, suppress solid tumor metastases, and slow the growth of implanted gastrointestinal cancer cells (Blanke, C. D., Oncology (Huntingt) 16(No. 4 Suppl. 3):17-21 (2002)). Therefore, another embodiment of the present invention is directed to a composition effective to inhibit neoplasia comprising a compound, or a pharmaceutically acceptable salt or prodrug of a compound described herein, which functions as a caspase cascade activator and inducer of apoptosis or inhibitor of tubulin polymerization, in combination with at least one known COX-2 inhibitor, or a pharmaceutically acceptable salt of said inhibitor. Examples of known COX-2 inhibitors which can be used for combination therapy include, but are not limited to, celecoxib, valecoxib, and rofecoxib.
[00319] Another embodiment of the present invention is directed to a composition effective to inhibit neoplasia comprising a bioconjugate of a compound described herein, which functions as a caspase cascade activator and inducer of apoptosis or inhibitor of tubulin polymerization, in bioconjugation with at least one known therapeutically useful antibody, such as Herceptiri (trastuzumab) or Rituxan~
(rituximab), growth factors, such as DGF, NGF; cytokines, such as IL-2, IL-4, or any molecule that binds to the cell surface. The antibodies and other molecules will deliver a compound described herein to its targets and make it an effective anticancer agent. The bioconjugates could also enhance the anticancer effect of therapeutically useful antibodies, such as Herceptin~ (trastuzumab) or Rituxan~ (rituximab).
[00320] Similarly, another embodiment of the present invention is directed to a composition effective to inhibit neoplasia comprising a compound, or a pharmaceutically acceptable salt or prodrug of a compound described herein, which functions as a caspase cascade activator and inducer of apoptosis or inhibitor of tubulin polymerization, in combination with radiation therapy. In this embodiment, the compound of the invention may be administered at the same time as the radiation therapy is administered or at a different time.

[00321] Yet another embodiment of the present invention is directed to a composition effective for post-surgical treatment of cancer, comprising a compound, or a pharmaceutically acceptable salt or prodrug of a compound described herein, which functions as a caspase cascade activator and inducer of apoptosis or inhibitor of tubulin polymerization. The invention also relates to a method of treating cancer by surgically removing the cancer and then treating the animal with one of the pharmaceutical compositions described herein.
[00322] A wide range of immune mechanisms operate rapidly following exposure to an infectious agent. Depending on the type of infection, rapid clonal expansion of the T and B lymphocytes occurs to combat the infection. The elimination of the effector cells following an infection is one of the major mechanisms for maintaining immune homeostasis. The elimination of the effector cells has been shown to be regulated by apoptosis. Autoimmune diseases have lately been determined to occur as a consequence of deregulated cell death. In certain autoimmune diseases, the immune system directs its powerful cytotoxic effector mechanisms against specialized cells, such as oligodendrocytes in multiple sclerosis, the beta cells of the pancreas in diabetes mellitus, and thyrocytes in Hashimoto's thyroiditis (Ohsako, S.
& Elkon, K.B., Cell Death Differ. 6:13-21 (1999)). Mutations of the gene encoding the lymphocyte apoptosis receptor Fas/APO-1/CD95 are reported to be associated with defective lymphocyte apoptosis and autoimmune lymphoproliferative syndrome (ALPS), which is characterized by chronic, histologically benign splenomegaly, generalized lymphadenopathy, hypergammaglobulinemia, and autoantibody formation. (Infante, A.J., et al., J. Pediatr. 133:629-633 (1998) and Vaishnaw, A.K., et al., J. Clin. Invest. 103:355-363 (1999)). It was reported that overexpression of Bcl-2, which is a member of the bcl-2 gene family of programmed cell death regulators with anti-apoptotic activity, in developing B cells of transgenic mice, in the presence of T cell dependent costimulatory signals, results in the generation of a modified B cell repertoire and in the production of pathogenic autoantibodies (Lopez-Hoyos, M., et al., Int. .l. Mol. Med. 1:475-483 (1998)). It is therefore evident that many types of autoimmune disease are caused by defects of the apoptotic process. One treatment strategy for such diseases is to turn on apoptosis in the lymphocytes that are causing the autoimmune disease (O'Reilly, L.A. &
Strasser, A., Inflamm. Res. 48:5-21 (1999)).
[00323] Fas-Fas ligand (Fast) interaction is known to be required for the maintenance of immune homeostasis. Experimental autoimmune thyroiditis (EAT), characterized by autoreactive T and B cell responses and a marked lymphocytic infiltration of the thyroid, is a good model to study the therapeutic effects of Fast. Batteux, F., et al., (J. Immunol. 162:603-608 (1999)) reported that by direct injection of DNA
expression vectors encoding Fast into the inflamed thyroid, the development of lymphocytic infiltration of the thyroid was inhibited and induction of infiltrating T
cells death was observed. These results show that Fast expression on thyrocytes may have a curative effect on ongoing EAT by inducing death of pathogenic autoreactive infiltrating T lymphocytes.
[00324] Bisindolylmaleimide VIII is known to potentiate Fas-mediated apoptosis in human astrocytoma 1321N1 cells and in Molt-4T cells; both of which were resistant to apoptosis induced by anti-Fas antibody in the absence of bisindolylmaleimide VIII. Potentiation of Fas-mediated apoptosis by bisindolylmaleimide VIII was reported to be selective for activated, rather than non-activated, T cells, and was Fas-dependent. Zhou T., et al., (Nat. Med. 5:42-48 (1999)) reported that administration of bisindolylmaleimide VIII to rats during autoantigen stimulation prevented the development of symptoms of T cell-mediated autoimmune diseases in two models, the Lewis rat model of experimental allergic encephalitis and the Lewis adjuvant arthritis model. Therefore, the application of a Fas-dependent apoptosis enhancer, such as bisindolylmaleimide VIII, may be therapeutically useful for the more effective elimination of detrimental cells and inhibition of T cell-mediated autoimmune diseases. Therefore, an effective amount of a compound, or a pharmaceutically acceptable salt or prodrug of the compound of Formulae I-Vc, which functions as a caspase cascade activator and inducer of apoptosis, is an effective treatment for autoimmune diseases.
[00325] Psoriasis is a chronic skin disease that is characterized by scaly red patches.
Psoralen plus ultraviolet A (PUVA) is a widely used and effective treatment for psoriasis vulgaris. Coven, et al., Photodermatol. Photoimmunol. Photomed.
15:22-27 (1999), reported that lymphocytes treated with psoralen 8-MOP or TMP and UVA, displayed DNA degradation patterns typical of apoptotic cell death.
Ozawa, et al., J. Exp. Med. 189:711-718 (1999) reported that induction of T cell apoptosis could be the main mechanism by which 312-nm UVB resolves psoriasis skin lesions.
Low doses of methotrexate may be used to treat psoriasis to restore a clinically normal skin. Heenen, et al., Arch. Dermatol. Res. 290:240-245 (1998), reported that low doses of methotrexate may induce apoptosis and that this mode of action could explain the reduction in epidermal hyperplasia during treatment of psoriasis with methotrexate. Therefore, an effective amount of a compound, or a pharmaceutically acceptable salt or prodrug of the compound of Formulae I-Vc, which functions as a caspase cascade activator and inducer of apoptosis, is an effective treatment for hyperproliferative skin diseases, such as psoriasis.
[00326] Synovial cell hyperplasia is a characteristic of patients with rheumatoid arthritis (RA). It is believed that excessive proliferation of R.A synovial cells, as well as defects in synovial cell death, may be responsible for synovial cell hyperplasia.
Wakisaka, et al., Clin. Exp. Immunol. 114:119-128 (1998), found that although RA
synovial cells could die via apoptosis through a Fas/FasL pathway, apoptosis of synovial cells was inhibited by proinflammatory cytokines present within the synovium. Wakisaka, et al. also suggested that inhibition of apoptosis by the proinflammatory cytokines may contribute to the outgrowth of synovial cells, and lead to pannus formation and the destruction of joints in patients with RA.
Therefore, an effective amount of a compound, or a pharmaceutically acceptable salt or prodrug of the compound of Formulae I-Vc, which functions as a caspase cascade activator and inducer of apoptosis, is an effective treatment for rheumatoid arthritis.
[00327] There has been an accumulation of convincing evidence that apoptosis plays a major role in promoting resolution of the acute inflammatory response.
Neutrophils are constitutively programmed to undergo apoptosis, thus limiting their pro-inflammatory potential and leading to rapid, specific, and non-phlogistic recognition by macrophages and semi-professional phagocytes (Savill, J., J. Leukoc. Biol.
61:375-380 (1997)). Boirivant, et al., Gastroenterology 116:557-565 (1999), reported that lamina propria T cells, isolated from areas of inflammation in Crohn's disease, ulcerative colitis, and other inflammatory states, manifest decreased pathway-induced apoptosis. In addition, studies of cells from inflamed Crohn's disease tissue indicate that this defect is accompanied by elevated Bcl-2 levels.
Therefore, an effective amount of a compound, or a pharmaceutically acceptable salt or prodrug of the compound of Formulae I-Vc, which functions as a caspase cascade activator and inducer of apoptosis, is an effective treatment for inflammation.
[00328] Caspase cascade activators and inducers of apoptosis may also be a desirable therapy in the elimination of pathogens, such as HIV, Hepatitis C and other viral pathogens. The long lasting quiecence, followed by disease progression, may be explained by an anti-apoptotic mechanism of these pathogens leading to persistent cellular reservoirs of the virions. It has been reported that HIV-linfected T
leukemia cells or peripheral blood mononuclear cells (PBMCs) underwent enhanced viral replication in the presence of the caspase inhibitor Z-VAD-fmk. Furthermore, Z-VAD-fmk also stimulated endogenous virus production in activated PBMCs derived from HIV-1-infected asymptomatic individuals (Chinnaiyan, A., et al., Nat.
Med.
3:333 (1997)). Therefore, apoptosis serves as a beneficial host mechanism to limit the spread of HIV and new therapeutics using caspase/apoptosis activators are useful to clear viral reservoirs from the infected individuals. Similarly, HCV
infection also triggers anti-apoptotic mechanisms to evade the host's immune surveillance leading to viral persistence and hepatocarcinogenesis (Tai, D.L, et al. Hepatology 3:656-64 (2000)). Therefore, apoptosis inducers are useful as therapeutics for HIV, HCV, HBV, and other infectious disease.
[00329] Stent implantation has become the new standard angioplasty procedure.
However, in-stmt restenosis remains the major limitation of coronary stenting.
New approaches have been developed to target pharmacological modulation of local vascular biology by local administration of drugs. This allows for drug applications at the precise site and time of vessel injury. Numerous pharmacological agents with antiproliferative properties are currently under clinical investigation, including actinomycin D, rapamycin or paclitaxel coated stems (Regar E., et al., Br.
Med. Bull.
59:227-248 (2001)). Therefore, apoptosis inducers, which are antiproliferative, are useful as therapeutics for the prevention or reduction of in-stmt restenosis.
(00330] Another important aspect of the present invention is the surprising discovery that compounds of the present invention are potent and highly efficacious activators of caspase-3, inhibitors of tubulin polymerization, and inhibitors of topoisomerase even in drug resistant cancer cells, which enables these compounds to inhibit the growth and proliferation of drug resistant cancer cells, and to cause apoptosis and cell death in the drug resistant cancer cells. Specifically, the compounds of the present invention are not substrates for the MDR transporters such as Pgp-1 (MDR-1), MRP-1 and BCRP. This is particularly surprising in view of the fact that almost all of the commercially available tubulin-interacting chemotherapeutics are substrates for multidrug resistance transporters (MDRs).
[00331] Multidrug resistance is the major cause of chemotherapy failure. Drug resistance is typically caused by ATP-dependent efflux of drug from cells by ATP-binding cassette (ABC) transporters. In particular, the ABC transporters ABCB

(MDR-1, P glycoprotein); ABCCI (MRPI); and ABCG2 (BCRP, MXR) are typically over-expressed in drug resistant tumors and thus are implicated in drug resistance. In comparison to most standard anti-cancer drugs, which are not effective in killing drug resistant cancer cells, the compounds of the present invention are effective in killing drug resistant cancer cells. Therefore, compounds of this invention are useful for the treatment of drug resistant cancer.
[00332] Thus, another aspect of the present invention is the application of the methods and compounds of the present invention as described above to tumors that have acquired resistance to other anticancer drugs. In one embodiment, a compound of the present invention is administered to a cancer patient who has been treated with another anti-cancer drug. In another embodiment, a compound of the present invention is administered to a patient who has been treated with and is not responsive to another anti-cancer drug or developed resistance to such other anti-cancer compound. In another embodiment, a compound of the present invention is administered to a patient who has been treated with another anti-cancer drug and is refractory to said other anti-cancer drug. The compounds of the present invention can be used in treating cancer in a patient who is not responsive or is resistant to any other anti-cancer agent. Examples of such other anti-cancer agent may include alkylating agents, antimitotic agents, topo I inhibitors, topo II inhibitors, RNAlDNA
antimetabolites, EGFR inhibitors, angiogenesis inhibitors, tubulin inhibitors (e.g., vinblastine, taxol~ (paclitaxel), and analogues thereof), proteosome inhibitors, etc., some of the exemplary compounds of which are provided above and are general known in the art, e.g., melphalan, chlorambucil, cyclophosamide, ifosfamide, vincristine, mitoguazone, epirubicin, aclarubicin, bleomycin, mitoxantrone, elliptinium, fludarabine, octreotide, retinoic acid, tamoxifen, Gleevec~
(imatinib mesylate) and alanosine. The compounds can be used in treating patients having any type of diseases responsive to the inhibition of tubulin or inhibition of topoisomerase (including but not limited to the types of cancer described above) who are not responsive or become resistant to another therapeutic agent, e.g., another anti-cancer agent.
[00333] Pharmaceutical compositions within the scope of this invention include all compositions wherein the compounds of the present invention are contained in an amount that is effective to achieve its intended purpose. While individual needs vary, determination of optimal ranges of effective amounts of each component is within the skill of the art. Typically, the compounds may be administered to animals, e.g., mammals, orally at a dose of 0.0025 to 50 mg/kg of body weight, per day, or an equivalent amount of the pharmaceutically acceptable salt thereof, to a mammal being treated. Preferably, approximately 0.01 to approximately 10 mg/kg of body weight is orally administered. For intramuscular injection, the dose is generally approximately one-half of the oral dose. For example, a suitable intramuscular dose would be approximately 0.0025 to approximately 25 mg/kg of body weight, and most preferably, from approximately 0.01 to approximately 5 mg/kg of body weight.
If a known cancer chemotherapeutic agent is also administered, it is administered in an amount that is effective to achieve its intended purpose. The amounts of such known cancer chemotherapeutic agents effective for cancer are well known to those skilled in the art.
[00334] The unit oral dose may comprise from approximately 0.01 to approximately SO mg, preferably approximately 0.1 to approximately 10 mg of the compound of the invention. The unit dose may be administered one or more times daily, as one or more tablets, each containing from approximately 0.1 to approximately 10 mg, conveniently approximately 0.25 to 50 mg of the compound or its solvates.
[00335] In a topical formulation, the compound may be present at a concentration of approximately 0.01 to 100 mg per gram of carrier.

[00336] In addition to administering the compound as a raw chemical, the compounds of the invention may be administered as part of a pharmaceutical preparation containing suitable pharmaceutically acceptable Garners comprising excipients and auxiliaries, which facilitate processing of the compounds into preparations that may be used pharmaceutically. Preferably, the preparations, particularly those preparations which may be administered orally and that may be used for the preferred type of administration, such as tablets, dragees, and capsules, and also preparations that may be administered rectally, such as suppositories, as well as suitable solutions for administration by inj ection or orally, contain from approximately 0.01 to 99 percent, preferably from approximately 0.25 to 75 percent of active compound(s), together with the excipient.
[00337] Also included within the scope of the present invention are the non-toxic pharmaceutically acceptable salts of the compounds of the present invention.
Acid addition salts are formed by mixing a solution of the compounds of the present invention with a solution of a pharmaceutically acceptable non-toxic acid, such as hydrochloric acid, fumaric acid, malefic acid, succinic acid, acetic acid, citric acid, tartaric acid, carbonic acid, phosphoric acid, oxalic acid, and the like.
Basic salts are formed by mixing a solution of the compounds of the present invention with a solution of a pharmaceutically acceptable non-toxic base, such as sodium hydroxide, potassium hydroxide, choline hydroxide, sodium carbonate, Tris, N methyl-glucamine and the like.
[00338] The pharmaceutical compositions of the invention may be administered to any animal, which may experience the beneficial effects of the compounds of the invention. Foremost among such animals are mammals, e.g., humans and veterinary animals, although the invention is not intended to be so limited.
[00339] The pharmaceutical compositions of the present invention may be administered by any means that achieve their intended purpose. For example, administration may be by parenteral, subcutaneous, intravenous, intramuscular, intraperitoneal, transdermal, buccal, intrathecal, intracranial, intranasal or topical routes. Alternatively, or concurrently, administration may be by the oral route. The dosage administered will be dependent upon the age, health, and weight of the 1~1 recipient, kind of concurrent treatment, if any, frequency of treatment, and the nature of the effect desired.
[00340] The pharmaceutical preparations of the present invention are manufactured in a manner, which is itself known, e.g., by means of conventional mixing, granulating, dragee-making, dissolving, or lyophilizing processes. Thus, pharmaceutical preparations for oral use may be obtained by combining the active compounds with solid excipients, optionally grinding the resulting mixture and processing the mixture of granules, after adding suitable auxiliaries, if desired or necessary, to obtain tablets or dragee cores.
[00341] Suitable excipients are, in particular: fillers, such as saccharides, e.g. lactose or sucrose, mannitol or sorbitol; cellulose preparations and/or calcium phosphates, e.g. tricalcium phosphate or calcium hydrogen phosphate; as well as binders, such as starch paste, using, e.g., maize starch, wheat starch, rice starch, potato starch, gelatin, tragacanth, methyl cellulose, hydroxypropylmethylcellulose, sodium carboxymethylcellulose, and/or polyvinyl pyrrolidone. If desired, disintegrating agents may be added, such as the above-mentioned starches and also carboxymethyl-starch, cross-linked polyvinyl pyrrolidone, agar, or alginic acid or a salt thereof, such as sodium alginate. Auxiliaries are, above all, flow-regulating agents and lubricants, e.g., silica, talc, stearic acid or salts thereof, such as magnesium stearate or calcium stearate, and/or polyethylene glycol. Dragee cores are provided with suitable coatings which, if desired, are resistant to gastric juices. For this purpose, concentrated saccharide solutions may be used, which may optionally contain gum arabic, talc, polyvinyl pyrrolidone, polyethylene glycol and/or titanium dioxide, lacquer solutions and suitable organic solvents or solvent mixtures. In order to produce coatings resistant to gastric juices, solutions of suitable cellulose preparations, such as acetylcellulose phthalate or hydroxypropymethyl-cellulose phthalate, are used. Dye stuffs or pigments may be added to the tablets or dragee coatings, e.g., for identification or in order to characterize combinations of active compound doses.
[00342] Other pharmaceutical preparations, which may be used orally include push-fit capsules made of gelatin, as well as soft, sealed capsules made of gelatin and a plasticizes, such as glycerol or sorbitol. The push-fit capsules may contain the active compounds in the form of granules, which may be mixed with fillers, such as lactose; binders, such as starches; and/or lubricants, such as talc or magnesium stearate and, optionally, stabilizers. In soft capsules, the active compounds are preferably dissolved or suspended in suitable liquids, such as fatty oils, or liquid paraffin. In addition, stabilizers may be added.
[00343] Possible pharmaceutical preparations, which may be used rectally include, e.g., suppositories, which consist of a combination of one or more of the active compounds with a suppository base. Suitable suppository bases are, e.g., natural or synthetic triglycerides, or paraffin hydrocarbons. In addition, it is also possible to use gelatin rectal capsules, which consist of a combination of the active compounds with a base. Possible base materials include, e.g., liquid triglycerides, polyethylene glycols, or paraffin hydrocarbons.
[00344] Suitable formulations for parenteral administration include aqueous solutions of the active compounds in water-soluble form, e.g., water-soluble salts and alkaline solutions. In addition, suspensions of the active compounds as appropriate oily injection suspensions may be administered. Suitable lipophilic solvents or vehicles include fatty oils, e.g., sesame oil, or synthetic fatty acid esters, e.g., ethyl oleate or triglycerides or polyethylene glycol-400 (the compounds are soluble in PEG-400), or cremophor, or cyclodextrins. Aqueous injection suspensions may contain substances which increase the viscosity of the suspension include, e.g., sodium carboxymethyl cellulose, sorbitol, and/or dextran. Optionally, the suspension may also contain stabilizers.
[00345] In accordance with one aspect of the present invention, compounds of the invention are employed in topical and parenteral formulations and are used for the treatment of skin cancer.
[00346] The topical compositions of this invention are formulated preferably as oils, creams, lotions, ointments and the like by choice of appropriate Garners.
Suitable carriers include vegetable or mineral oils, white petrolatum (white soft paraffin), branched chain fats or oils, animal fats and high molecular weight alcohol (greater than C~2). The preferred carriers are those in which the active ingredient is soluble.
Emulsifiers, stabilizers, humectants and antioxidants may also be included, as well as agents imparting color or fragrance, if desired. Additionally, transdermal penetration enhancers may be employed in these topical formulations. Examples of such enhancers are found in U.S. Patent Nos. 3,989,816 and 4,444,762.
[00347] Creams are preferably formulated from a mixture of mineral oil, self emulsifying beeswax and water in which mixture of the active ingredient, dissolved in a small amount of an oil, such as almond oil, is admixed. A typical example of such a cream is one which includes approximately 40 parts water, approximately parts beeswax, approximately 40 parts mineral oil and approximately 1 part almond oil.
[00348] Ointments may be formulated by mixing a solution of the active ingredient in a vegetable oil, such as almond oil, with warm soft paraffin and allowing the mixture to cool. A typical example of such an ointment is one which includes approximately 30 % almond oil and approximately 70 % white soft paraffin by weight.
[00349] The following examples are illustrative, but not limiting, of the method and compositions of the present invention. Other suitable modifications and adaptations of the variety of conditions and parameters normally encountered in clinical therapy and which are obvious to those skilled in the art are within the spirit and scope of the invention.

(2-Chloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine [00350] a) 2,4-Dichloroquinazoline: A suspension of 2,4-quinazolinedione (5.0 g, 30.8 mmol) in neat phosphorylchloride (50 mL) was heated under reflux for 18 h.
The reaction mixture was concentrated under vacuum. The crude product was purified by chromatography (Silica gel) using ethyl acetate and hexane (1:4) to give 2,4-dichloroquinazoline as white solid (4.8 g, 96%). 1H NMR (CDCl3): 8.29 (ddd, J
= 8.4, 2.1 and 0.9 Hz, 1H), 8.04-8.00 (m, 2H), 7.75 (ddd, J= 8.1, 4.8 and 3.0 Hz, 1 H).
[00351] b) (2-Chloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine: A
solution of 2,4-dichloroquinazoline (300 mg, 1.51 mmol) and 4-methoxy-N-methylaniline (248 mg, 1.81 mmol) in 5 ml isopropanol with a drop of concentrated HCl was stirred at room temperature for 8 h. White precipitates were observed in the reaction mixture. The reaction was filtered, and the solid was washed with isopropanol, and dried under vacuum to give white powder (260 mg, 87%). 1H NMR (CDC13): 8.66 (dd, J = 8.4 and 0.9 Hz, 1 H), 7.75 (ddd, J = 8.1, 7.5 and 0.9 Hz, 1 H), 7.26-7.19 (m, 3H), 7.14 (ddd, J= 8.1, 7.5, 0.9 Hz, 1H), 7.06 (dd, J= 6.9 and 2.4 Hz, 2H), 6.75 (d, J
= 8.7 Hz, 1H), 3.91 (s, 3H), 3.81 (s, 3H).

~N
NCI
(2-Chloro-quinazolin-4-yl)-(4-methyl-phenyl)-methyl-amine [00352] The title compound was prepared from 2,4-dichloroquinazoline (250 mg, 1.25 mmol) and 4-methyl-N-methylaniline (196 mg, 1.43 mmol) by a procedure similar to example 1b and was isolated as white powder (210 mg, 84 %). 1H NMR
(CDC13): 8.69 (d, J= 8.4 Hz, 1H), 7.75 (dd, J= 8.1 and 7.5 Hz, 1H), 7.39 (d, J= 7.8 Hz, 2H), 7.25 (d, J = 7.8 Hz, 2H), 7.13 (d, J = 8.2 Hz, 1 H), 6.74 (d, J = 8.7 Hz, 1 H), 3.81 (s, 3H), 2.49 (s, 3H).

CI
-N
~N~CI
(2-Chloro-quinazolin-4-yl)-(4-chloro-phenyl)-methyl-amine [00353] The title compound was prepared from 2,4-dichloroquinazoline (60 mg, 0.302 mmol) and 4-chloro-N-methylaniline (50 mg, 0.332 mmol) by a procedure similar to example 1b and was isolated as white powder (30 mg, 50%). 1H NMR
(CDC13): 8.66 (d, J= 8.4 Hz, 1H), 7.78 (ddd, J= 8.1, 7.5 and 2.4 Hz, 1H), 7.57 (d, J
= 8.7 Hz, 2H), 7.28 (d, J= 8.7 Hz, 2H), 7.19 (ddd, J= 8.1, 7.5 and 2.4 Hz, 1H), 6.79 (d, J= 8.4 Hz, 1H), 3.83 (s, 3H).

R.
N _ ~O
(2-Chloro-quinazolin-4-yl)-(4-nitro-phenyl)-methyl-amine [00354] The title compound was prepared from 2,4-dichloroquinazoline (50 mg, 0.251 mmol) and 4-nitro-N-methylaniline (46 mg, 0.302 mmol) by a procedure similar to example 1b and was isolated as yellow powder (6 mg, 12 %). 'H NMR
(CDC13): 8.24 (d, J= 8.7 Hz, 2H), 7.81 (dd, J= 8.1, and 2.4 Hz, 1H), 7.68 (ddd, J=
8 .1, 7. S and 2 .4 Hz, 1 H), 7.2 8 (d, J = 8 . 7 Hz, 2H), 7.18 (ddd, J = 8 .1, 7. 5 and 2.4 Hz, 1H), 7.07 (d, J= 7.8 Hz, 1H), 3.75 (s, 3H).

O\ /F
F~ F
N
/ ~N
N"CI
(2-Chloro-quinazolin-4-yl)-(4-trifluoromethoxy-phenyl)-methyl-amine [00355] The title compound was prepared from 2,4-dichloroquinazoline (50 mg, 0.251 mmol) and 4-trifluoromethoxy-N-methylaniline (20 pL, 0.302 mmol) by a procedure similar to example 1b and was isolated as white powder (22 mg, 44 %).
1H NMR (CDC13): 7.93 (dd, J = 8.4, and 0.6 Hz, 1H), 7.61 (ddd, J = 8.4, 4.5 and 1.2 Hz, 1 H), 7.29-7.22 (m, 4H), 7.06 (ddd, J = 8.4, 4.5 and 1.2 Hz, 1 H), 6.91 (d, J = 8.7 Hz, 1H), 3.65 (s, 3H).

\N
~~ N
N- -CI
(2-Chloro-quinazolin-4-yl)-phenyl-methyl-amine [00356] The title compound was prepared from 2,4-dichloroquinazoline (50 mg, 0.251 mmol) and N-methylaniline (20 pL, 0.301 mmol) by a procedure similar to example 1b and was isolated as white powder (40 mg, 80%). 1H NMR (CDCl3):
7.76 (dd, J = 8.7, and 1. S Hz, 1 H), 7. S 6 (ddd, J = 8.1, 6.6 and 1. 5 Hz, 1 H), 7.46-7. 3 5 (m, 3H), 7.24-7.20 (m, 2H), 6.98 (ddd, J= 8.7, 6.6 and 1.5 Hz, 1H), 6.90 (dd, J= 8.7 and 1.5 Hz, 1 H), 3.65 (s, 3H).

O
N
~N
N CI
(2-Chloro-quinazolin-4-yl)-(4-methoxy-phenyl)-amine [00357] The title compound was prepared from 2,4-dichloroquinazoline (50 mg, 0.251 mmol) and 4-methoxyaniline (45 mg, 0.326 mmol) by a procedure similar to example 1b and was isolated as off white powder (55 mg, 77%). 'H NMR (CDC13):
10.25 (s, 1 H), 8. 5 8 (d, J = 8.4 Hz, 1 H), 7. 8 8 (t, J = 7.2 Hz, 1 H), 7.71-7.63 (m, 4H), 7.03-6.99 (m, 2H), 3.79 (s, 3H).

HN
~~N
N_ -CI
(2-Chloro-quinazolin-4-yl)-(4-methyl-phenyl)-amine [00358] The title compound was prepared from 2,4-dichloroquinazoline (50 mg, 0.251 mmol) and 4-methylaniline (32 mg, 0.30 mmol) by a procedure similar to example 1b and was isolated as white powder (15 mg, 30%). 'H NMR (CDC13):
7.97-7.89 (m, 3H), 7.71 (d, J = 6.6 Hz, 2H), 7.64 (ddd, J = 8.4, 6.6 and 2.1 Hz, 1 H), 7.33 (d, J= 6.6 Hz, 2H), 2.47 (s, 3H).

O-2-Chloro-4-(5-methoxyindol-1-yl)quinazoline [00359] The title compound was prepared from 2,4-dichloroquinazoline (SO mg, 0.251 mmol) and 5-methoxyindole (40 mg, 0.302 mmol) similar to example 1b and was isolated as white powder (14 mg, 28%). 1H NMR (CDC13): 8.91 (s, 1H), 8.70(ddd, J = 8.4, 2.8 and 1.5 Hz, 1 H), 8.01 (ddd, J = 8.4, 2.8 and 1. S Hz, 1 H), 7.92 (dd, J = 6.9 and 1.5 Hz, 1 H), 7.87 (m, 1 H), 7.74 (d, J = 2.4 Hz, 1 H), 7.61 (ddd, J =
8.4, 6.9 and 1.2 Hz, 1 H), 7.3 7 (d, J = 9.0 Hz, 1 H), 6.97 (dd, J = 9.0 and 2.4 Hz, 1 H), 3.88 (s, 3H).

H
N2-Hydroxyl-N4-(4-methoxy-phenyl)-N4-methyl-quinazoline-2,4-diamine [00360] A mixture of (2-chloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine (15 mg, 0.050 mmol) and hydroxylamine hydrochloride (6.7 mg, 0.10 mmol) in isopropanol was heated by microwave at 130 °C for 20 min. The solvent was evaporated under reduced pressure. The product was isolated by preparative TLC
as white solid (6 mg, 40%) using acetone:hexane (1:1) as eluent. 1H NMR (CDC13):
7.65 (d, J = 8.4 Hz, 1 H), 7.47 (ddd, J = 8.4, 6.9 and 1.8 Hz, 1 H), 7.08 (d, J = 8.7Hz, ZH), 6.94 (d, J= 8.7 Hz, 2H), 6.88-6.75 (m, 2H), 3.86 (s, 3H), 3.48 (s, 3H).

N
/ ~ ~N
w ~ OOH
N N
H
NZ-(2-Hydroxylethyl)-N4-(4-methoxy-phenyl)-N4-methyl-quinazoline-2,4-diamine [00361] The title compound was prepared from (2-chloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine (15 mg, 0.050 mmol) and 2-hydroxylethylamine (20~L) by a procedure similar to example 10 and was isolated as white solid (12 mg, 80%). 1H NMR (CDC13): 7.43 (ddd, J= 8.4, 1,5 and 0.9 Hz, 1H), 7.35 (ddd, J=
7.8, 3.3 and 1. S Hz, 1 H), 7.12-7.06 (m, 2H), 6.92-6.90 (m, 2H), 6.84 (dd, J = 8.4 and 1.5 Hz, 1H), 6.66 (ddd, J = 7.2, 6.3 and 1.5 Hz, 1H), 3.91-3.89 (m, 2H), 3.83 (s, 3H), 3.69-3.65 (m, 2H), 3.48 (s, 3H).

N
~ ~N
\N~NHz N4-(4-Methoxy-phenyl)-N4-methyl-quinazoline-2,4-diamine [00362] Title compound was prepared from (2-chloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine (10 mg, 0.033 mmol) and 7 M ammonia in methanol (1 mL) by a procedure similar to example 10 (5 mg, 50%). 'H NMR (CDC13): 7.44 (m, 2H), 7.16 (m, 2H), 6.96-6.95 (m, 2H), 6.88 (dd, J = 8.4 and 1.5 Hz, 1H), 6.72 (ddd, J =
8.7, 6.6 and 1.8 Hz, 1H), 3.86 (s, 3H), 3.72 (s, 3H).

w N
/ / 'N
N_ 'N /
H
Nz-(3,7-Dimethyl-octa-2,6-dienyl)-N4-(4-methoxy-phenyl)-N4-methyl-quinazoline 2,4-diamine [00363] The title compound was prepared from (2-chloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine (45 mg, 0.151 mmol) and 3,7-dimethyl-2,6-diene-octamine (60pL, 0.301 mmol) by a procedure similar to example 10 and was isolated as white powder (15 mg, 33%). 1H NMR (CDC13): 7.42 (d, J= 8.1 Hz, 1H), 7.32 (ddd, J= 8.7, 6.6 and 1.5 Hz, 1H), 7.12-7.07 (m, 2H), 6.91-6.85 (m, 3H), 6.65 (ddd, J = 8.7, 6.6 and 1.5 Hz, 1 H), 5.41 (t, J = 7.5 Hz, 1 H), 5.11 (ddd, J = 6.6, 5.1 and 1.2 Hz, 1 H), 4.15 (d, J = 6.9 Hz, 2H), 3.85 (s, 3H), 3.50 (s, 3H), 2.12-2.03 (m, 4H), 1.75 (s, 3H), 1.70 (s, 3H), 1.61 (s, 3H).

I
N
~~ N
N N
H
N4-(4-Methoxy-phenyl)-N4-methyl-NZ-(2-morpholin-4-yl-ethyl)-quinazoline-2,4 diamine [00364] The title compound was prepared from (2-chloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine (10 mg, 0.033 mmol) and 2-morpholin-4-yl-ethylamine (30 pL) by a procedure similar to example 10 and was isolated as white powder (10 mg, 100%). 'H NMR (CDC13): 7.42 (dd, J= 8.7 and 1.2 Hz, 1H), ?.36 (ddd, J = 8.1, 6.6 and 1.5 Hz, 1H), 7.10-7.09 (m, 2H), 6.92-6.86 (m, 3H), 6.67 (ddd, J= 8.1, 6.6 and 1.4 Hz, 1H), 3.82 (s, 3H), 3.75-3.62 (m, 6H), 3.52 (s, 3H), 2.55-2.44 (m, 6H).

O
~N ( /
~ ~N
\N~N~
~O
(4-Methoxy-phenyl)-methyl-(2-morpholin-4-yl-quinazolin-4-yl)-amine [00365] The title compound was prepared from (2-chloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine (15 mg, 0.050 mmol) and morpholine (30 pL) by a procedure similar to example 10 and was isolated as white powder (10 mg, 66%).

NMR (CDC13): 7.46 (d, J = 8.4 Hz, 1H), 7.35 (ddd, J = 8.4, 6.6 and 1.5 Hz, 1H), 7.13-7.07 (m, 2H), 6.91-6.85 (m, 3H), 6.67 (ddd, J= 8.4, 6.6 and 1.5 Hz, 1H), 3.94-3.90 (m, 4H), 3.85-3.81 (m, 7H), 3.52 (s, 3H).

NZ-(3,7-Dimethyl-octa-2,6-dienyl)-N4-(4-methyl-phenyl)-N4-methyl-quinazoline 2,4-diamine [00366] The title compound was prepared from (2-chloro-quinazolin-4-yl)-(4-methyl-phenyl)-methyl-amine (50 mg, 0.177 mmol) and 3,7-dimethyl-2,6-dime-octamine (SOpL, 0.265 mmol) by a procedure similar to example 10 and was isolated as white powder (7 mg, 14%). 1H NMR (CDC13): 7.45 (d, J= 8.1 Hz, 1H), 7.35 (ddd, J=
8.1, 6.6 and 1. S Hz, 1 H), 7.16 (d, J = 7.8 Hz, 2H), 7.06 (d, J = 7.8 Hz, 2H), 6.91 (d, J =

8.4 Hz, 1 H), 6.66 (ddd, J = 8.1, 6.6 and 1.5 Hz, 1 H), 5 .41 (dd, J = 6.9 and 5. 7 Hz, 1 H), 5.11 (dd, J = 5.7 and 4.2 Hz, 1 H), 4.15 (t, J = 6.9 Hz, 2H), 3.5 0 (s, 3H), 2.36 (s, 3H), 2.12-2.03 (m, 4H), 1.75 (s, 3H), 1.68 (s, 3H), 1.61 (s, 3H).

O
N6-(4-Methoxy-phenyl)-N6-methyl-9H-purine-2,6-diamine [00367] The title compound was prepared from 2-amino-6-chloro-9H-purine (100 mg, 0.546 mmol) and 4-methoxy-N-methyl-aniline (127 mg, 0.656 mmol) by a procedure similar to example 1b and was isolated as white powder (5 mg, S%). 1H NMR
(CDC13): 7.54 (s, 1H), 7.25 (d, J = 8.7 Hz, 2H), 6.98 (d, J = 8.7 Hz, 2H), 3.86 (s, 3H), 3.66 (s, 3H).

~N
N_ -N
N2,N4-Dimethyl-N2,N4-diphenyl-quinazoline-2,4-diamine [00368] The title compound was prepared from 2,4-dichloroquinazoline (SO mg, 0.251 mmol) and N-methylaniline (40 pL, 0.401 mmol) by a procedure similar to example 1b and was isolated as white powder (33 mg, 66%). 1H NMR (CDC13):
7.54 (dd, J = 8.2 and 0.6 Hz, 1H), 7.45 (dd, J = 8.4 and 1. Hz, 1H), 7.44-7.29 (m, 6H), 7.21-7.10 (m, 4H), 6.86 (dd, J = 8.4 and 0.9 Hz, 1 H), 6.67 (ddd, J =
8.4, 7.2 and 1.1 Hz, 1H), 3.69 (s, 3H), 3.33 (s, 3H).

c1 /
N
/ / N / CI
\ ~ ~ \
N N
N2,N4-Bis(4-chloro-phenyl)-N2,N4-dimethyl-quinazoline-2,4-diamine [00369] The title compound was prepared from 2,4-dichloroquinazoline (60 mg, 0.3.02 mmol) and 4-chloro-N-methylaniline (72 mg, 0.513 mmol) by a procedure similar to example 1b and was isolated as white powder (50 mg, 83%). 1H NMR
(CDCl3): 8.93 (d, J= 8.4 Hz, 1H), 7.56 (t, J= 7.5 Hz, 1H), 7.47-7.44 (m, 4H), 7.32-7.27 (m, 2H), 7.18-7.14 (m, 2H), 6.95 (t, J = 7.5 Hz, 1 H), 6.67 (d, J = 8.4 Hz, 1 H), 4.02 (s, 3H), 3.25 (s, 3H).

I

~N I /
i~ / /
N_ -CI
(2-Chloro-6,7-dimethoxyquinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine [00370] A mixture of 2,4-dichloro-6,7-dimethoxyquinazoline (100 mg, 0.386 mmol), 4-methoxy-N-methylaniline (55 mg, 0.401mmo1) and sodium acetate (60 mg, 0.732 mmol) in tetrahydrofuran (5 mL) and water (2.5 mL) was stirred at room temperature for 48 h. The reaction mixture was evaporated to dryness and the residue was crystallized using ethanol/water and isolated as white solid (60 mg, 60%). 'H
NMR

(CDCl3): 8.19 (s, 1H), 7.32-7.26 (m, 2H), 7.09-7.07 (m, 2H), 6.16 (s, 1H), 4.03 (s, 3H), 3.87 (s, 3H), 3.75 (s, 3H), 3.32 (s, 3H).

(2-Chloro-6,7-dimethoxyquinazolin-4-yl)-(4-methoxy-phenyl)-amine [00371] The title compound was prepared from 2,4-dichloro-6,7-dimetoxyquinazoline (100 mg, 0.386 mmol) and 4-methoxyaniline (49 mg, 0.386 mmol) by a procedure similar to example 1b and was isolated as white powder (10 mg, 10%). 'H NMR
(CDC13): 8.10 (s, 1H), 7.70-7.68 (m, 2H), 7.23 (s, 1H), 6.96-6.94 (m, 2H), 4.07 (s, 3H), 3.99 (s, 3H), 3.85 (s, 3H).

/
N
/ / N
\O \ N- -CI
(2-Chloro-6,7-dimethoxyquinazolin-4-yl)-(4-methyl-phenyl)-methyl-amine [00372] The title compound was prepared from 2,4-dichloro-6,7-dimetoxyquinazoline (100 mg, 0.386 mmol) and N-methyl-p-tolylamine (49 mg, 0.386 mmol) by a procedure similar to example 1b and was isolated as white powder (8 mg, 8 %).
'H
NMR (CDC13): 7.27 (d, J= 8.4 Hz, 2H), 7.15 (d, J= 8.4 Hz, 2H), 7.08 (s, 1H), 6.26 (s, 1H), 3.92 (s, 3H), 3.61 (s, 3H), 3.28 (s, 3H), 2.37 (s, 3H).

O
wN
O / / N
O v ~N N
H
6,7-Dimethoxy-N4-(4-methoxy-phenyl)-N4-methyl-NZ-(2-morpholin-4-yl-ethyl) quinazoline-2,4-diamine [00373] The title compound was prepared from (2-chloro-6,7-dimethoxyquinazolin-yl)-(4-methoxy-phenyl)-methyl-amine (50 mg, 0.139 mmol) and 2-morpholin-4-yl-ethylamine (25~L, 0.167 mmol) by a procedure similar to example 10 and was isolated as white powder (27 mg, 54%). 1H NMR (CDC13): 7.21 (d, J= 8.4 Hz, 2H), 7.00 (d, J= 8.4 Hz, 2H), 6.93 (s, 1H), 6.13 (s, 1H), 3.95 (s, 3H), 3.84 (s, 3H), 3.77-3.74 (m, 4H), 3.71-3.66 (m, 2H), 3.60 (s, 3H), 3.25 (s, 3H), 2.70 (t, J= 7.2 Hz, 2H), 2.59-2.56 (m, 4H).

,o ~O
Fi 6,7-Dimethoxy-Nz-(3,7-dimethyl-octa-2,6-dienyl)-N4-(4-methoxy-phenyl)-N4 methyl-quinazoline-2,4-diamine [00374] The title compound was prepared from (2-chloro-6,7-dimethoxyquinazolin-yl)-(4-methoxy-phenyl)-methyl-amine (60 mg, 0.167 mmol) and 3,7-dimethyl-2,6-diene-octamine (50 mg, 0.424 mmol) by a procedure similar to example 10 and was isolated as white powder (68 mg, 85%). 1H NMR (CDC13): 7.15 (d, J= 8.4 Hz, 2H), 6.91 (d, J= 8.4 Hz, 2H), 6.85 (s, 1H), 6.29 (s, 1H), 5.41 (dd, J= 6.9 and 6.0 Hz, 1H), .12 (ddd, J = 6.9, S .1 and 4.2 Hz, 1 H), 4.69 (t, J = 4. 5 Hz, 1 H), 4.12 (t, J = 5 . 7 Hz, 2H), 3.91 (s, 3H), 3.79 (s, 3H), 3.49 (s, 3H), 3.30 (s, 3H), 2.13-2.05 (m, 4H), 1.75 (s, 3H), 1.69 (s, 3H), 1.61 (s, 3H).

~N ~ ~
~ ~N
~J
N
(5,6,7,8-Tetrahydro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine [00375] a) 4-Chloro-5,6,7,8-tetrahydroquinazoline: The title compound was prepared from 5,6,7,8-tetrahydro-4-quinazolinone (50 mg, 0.301 mmol) and phosphorylchloride (5 mL) by a procedure similar to example la and was isolated as off white solid (20 mg, 40%). 1H NMR (CDC13): 8.60 (s, 1H), 2.75 (m, 2H), 1.76 (m, 4H), 1.53 (m, 2H).
[00376] b) (5,6,7,8-Tetrahydro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine:
The title compound was prepared from 4-chloro-5,6,7,8-tetrahydroquinazoline (20 mg, 0.099 mmol) and 4-methoxy-N-methylaniline (16 mg, 0.111 mmol) by a procedure similar to example 1b and was isolated as white powder (25 mg, 83%).

NMR (CDC13): 8.60 (s, 1H), 7.02-6.96 (m, 2H), 6.87-6.82 (m, 2H), 3.83 (s, 3H), 3.39 (s, 3H), 2.75 (t, J= 6.6 Hz, 2H), 1.76 (m, 4H), 1.53 (m, 2H).

\N
NCI
(2-Chloro-quinazolin-4-yl)-(4-methoxy-benzyl)-methyl-amine [00377] The title compound was prepared from 2,4-dichloroquinazoline (50 mg, 0.251 mmol) and N-methyl-4-methoxybenzylamine (45 mg, 0.302 mmol) by a procedure similar to example 1b and was isolated as white powder (30 mg, 60%).

NMR (CDC13): 7.93 (dd, J= 8.4 and 1.2 Hz, 1H), 7.78 (dd, J= 8.4 and 1.5 Hz, 1H), 7.68 (ddd, J = 8.4, 7.5 and 1.5 Hz, 1H), 7.34-7.26 (m, 3H), 6.96-6.92 (m, 2H), 4.94 (s, 2H), 3.83 (s, 3H), 3.31 (s, 3H).

~N
N
~~N
\ ~N~CI
(2-Chloro-quinazolin-4-yl)-pyridin-4-yl-amine [00378] To a stirred suspension of 2,4-dichloroquinazoline (42 mg, 0.21 mmol) and 4-aminopyridine (21 mg, 0.22 mmol) in 3 mL of anhydrous isopropanol was added a drop of concentrated HCl and the mixture was stirred overnight. Solid precipitates were observed and the mixture was filtered. The solid was washed with cold isopropanol and dried to give the title compound as white solid (38 mg, 0.13 mmol, 61%). 'H NMR (DMSO-d6): 8.60 (d, J= 7.5 Hz, 2H), 8.18-8.20 (m, 2H), 8.07-8.10 (m, 1 H), 7.90-7.96 (m, 1 H), 7.18 (d, J = 7.8 Hz, 2H).

N O
HN
~ ~N
\N~CI
(2-Chloro-quinazolin-4-yl)-(6-methoxy-pyridin-3-yl)-amine [00379] A mixture of 2,4-dichloroquinazoline (61 mg, 0.31 mmol), 5-amino-2-methoxy pyridine (40 mg, 0.32 mmol) and sodium acetate (38 mg, 0.46 mmol) in 3 mL of solvent (THF:water / 1:1) was stirred at 60 °C for 45 min. The reaction mixture was diluted with 25 mL of ethyl acetate. It was washed with saturated NaCI, dried over anhydrous MgS04, filtered and concentrated. The crude product was purified by chromatography (40% ethyl acetate/hexanes) on silica gel to give the title compound (86 mg, 0.30 mmol, 98%). 'H NMR (CDC13): 8.38 (d, J = 3.0 Hz, 1H), 8.07 (dd, J= 8.7 and 3.0 Hz, 1H), 7.89-7.79 (d, J= 8.4 Hz, 1H), 7.86 (m, 2H), 7.59-7.53 (m, 2H), 6.84 (d, J= 8.7 Hz, 1H), 3.96 (s, 3H).

HN
N CI
(2-Chloro-quinazolin-4-yl)-(2,3-dimethoxy-phenyl)-amine (00380] The title compound was prepared from 2,4-dichloroquinazoline and 2,3-dimethoxyaniline by a procedure similar to example 28 (84% yield). 'H NMR
(CDCl3): 8.57 (s, broad, 1H), 8.38 (d, J= 8.4 Hz, 1H), 7.77-7.86 (m, 3H), 7.55-7.61 (m, 1H), 7.15 (t, J= 8.7 Hz, 1H), 6.73-6.75 (m, 1H), 4.00 (s, 3H), 3.91 (s, 3H).

(2-Chloro-quinazolin-4-yl)-(2,4-dimethoxy-phenyl)-amine [00381] The title compound 'was prepared from 2,4-dichloroquinazoline and 2,4-dimethoxyaniline by a procedure similar to example 28 (92% yield). 1H NMR
(CDC13): 8.59 (d, J= 8.7 Hz, 1H), 8.22 (s, broad, 1H), 7.75-7.81 (m, 3H), 7.52 (ddd, J= 8.4, 6.6 and 2.1 Hz, 1H), 6.52-6.59 (m, 2H), 3.95 (s, 3H), 3.82 (s, 3H).

HN ~ O~
~ ~N
\N~CI
(2-Chloro-quinazolin-4-yl)-(2,5-dimethoxy-phenyl)-amine [00382] The title compound was prepared from 2,4-dichloroquinazoline and 2,5-dimethoxyaniline by a procedure similar to example 28 (98% yield). 1H NMR
(CDC13): 8.59 (d, J= 3.0 Hz, 1H), 8.53 (s, broad, 1H), 7.78-7.87 (m, 3H), 7.57 (ddd, J = 8.4, 6.6 and 1.8 Hz, 1 H), 6.88 (d, J = 9.0 Hz, 1 H), 6.60 (dd, J = 8.7 and 3.0 Hz, 1H), 3.97 (s, 3H), 3.87 (s, 3H).

(2-Chloro-quinazolin-4-yl)-(3-methoxy-phenyl)-amine [00383] The title compound was prepared from 2,4-dichloroquinazoline and 3-methoxyaniline by a procedure similar to example 28 (80% yield). 'H NMR
(CDC13): 7.79-7.87 (m, 3H), 7.54-7.62 (m, 3H), 7.20-7.35 (m, 3H), 6.76 (dd, J=
8.4 and 2.1 Hz, 1H), 3.87 (s, 3H).

O
HN
~ ~N
I
NCI
(2-Chloro-quinazolin-4-yl)-(2-methoxy-phenyl)-amine [00384] The title compound was prepared from 2,4-dichloroquinazoline and 2-methoxyaniline by a procedure similar to example 28 (35% yield). 'H NMR
(CDC13): 8.76-8.79 (m, 1H), 8.50 (s, broad, 1H), 7.77-7.88 (m, 3H), 7.54-7.59 (m, 1H), 7.09-7.13 (m, 2H), 6.95-6.99 (m, 2H), 4.00 (s, 3H).

O
N
~ ~~ N
NJ
(4-Methoxy-phenyl)-methyl-quinazolin-4-yl-amine [00385] The title compound was prepared from 4-chloroquinazoline and 4-methoxy-N-methylaniline by a procedure similar to example 28 (79% yield). 'H NMR
(CDCl3): 8.81 (s, 1H), 7.81 (d, J = 8.lHz, 1H), 7.57 (ddd, J = 8.1, 5.4 and 2.7 Hz, 1H), 7.09-7.14 (m, 2H), 7.03-7.06 (m, 2H), 6.9-6.93 (m, 2H).

\N
~~ N
J
N
(4-Methyl-phenyl)-methyl-quinazolin-4-yl-amine [00386] The title compound was prepared from 4-chloroquinazoline and 4-methyl-N-methylaniline by a procedure similar to example 28 (80% yield). 'H NMR
(CDC13):
8.23 (s, 1 H), 7.82 (d, J = 8.4 Hz, 1 H), 7.57 (ddd, J = 8.4, 6.3 and 1.8 Hz, 1 H), 7.17-7.20 (m, 2H), 7.00-7.10 (m, 4H), 3.61 (s, 3H), 2.39 (s, 3H).

N O
N
~N
N- -CI
(2-Chloro-quinazolin-4-yl)-(6-methoxy-pyridin-3-yl)-methyl-amine [00387] To a solution of (2-chloro-quinazolin-4-yl)-(6-methoxy-pyridin-3-yl)-amine (19.4 mg, 0.068 mmol) in 1 mL of DMF cooled at 0 °C was added methyl iodide (100 uL, 1.61 mmol), followed by sodium hydride (60% oil suspension, 5 mg, 0.13 mmol). The mixture was stirred at 0 °C for 1 h, then allowed to warm to room temperature and stirred for 1 h. The reaction mixture was quenched by adding 50 uL
of water, diluted with 25 mL of ethyl acetate, washed with water (25 mL x 3), saturated NaCI, dried over anhydrous MgS04, filtered and concentrated. The residue was purified by chromatography (20% ethyl acetate/hexanes) to give the title compound (14.3 mg, 0.048 mmol, 70%). 'H NMR (CDC13) 8.06 (d, J= 2.7 Hz, 1H), 7.5 7-7.79 (m, 1 H), 7.60 (ddd, J = 8.1, 6.6 and 1.2 Hz, 1 H), 7.44 (dd, J =
8.7 and 2.7 Hz, 1 H), 7.09 (ddd, J = 8.1, 6.6 and 1.2 Hz, 1 H), 6.99-7.02 (m, 1 H), 6.82 (dd, J = 8.7 and 0.6 Hz, 1H), 3.97 (s, 3H), 3.61 (s, 3H).

O
\
N
/ ~~ N
NI -CI

(2-Chloro-quinazolin-4-yl)-isopropyl-(4-methoxy-phenyl)-amine [00388] a) Isopropyl-(4-methoxy-phenyl)-amine: To a stirred solution of p-methoxy-aniline (443 mg, 3.60 mmol) and acetone (265 uL, 3.61 mmol) in 10 mL of anhydrous methanol at room temperature was added a drop of glacial acetic acid followed by NaCNBH3 (226 mg, 3.60 mmol) portion wise over 0.5 h. The reaction mixture was then stirred for 3 h at room temperature. The solvents were removed under vacuum, and the residue was dissolved in 50 mL of ethyl acetate. The solution was washed with S% NaHC03, saturated NaCI, dried over anhydrous MgS04, filtered and concentrated. The crude was purified by chromatography (10% ethyl acetatelhexanes) to give the title compound (287 mg, 1.92 mmol, 48%). 'H NMR
(CDC13): 6.77 (d, J = 8.7 Hz, 2H), 6.57 (d, J = 6.7 Hz, 2H), 3.74 (s, 3H), 3.54 (m, 1H, J= 6.3), 2.94 (s, broad, 1H), 1.92 (d, J= 6.3 Hz, 6H).
[00389] b) (2-Chloro-quinazolin-4-yl)-isopropyl-(4-methoxy-phenyl)-amine: The title compound was prepared from isopropyl-(4-methoxy-phenyl)-amine and 2,4-dichloroquinazoline by a procedure similar to example 27 (51 % yield). 'H NMR
(DMSO-d6): 8.30-8.34 (m, 1H), 8.17-8.22 (m, 1H), 8.05-8.08 (m, 1H), 7.90-7.96 (m, 1 H), 7.77 (d, J = 8.1 Hz, 2H), 1.09 (d, J = 8.4 Hz, 2H), 3.62 (m, 1 H), 3.79 (s, 3H), 1.24 (d, J= 6.0 Hz, 6H).

N
~N
N"CI
(2-Chloro-quinazolin-4-yl)-cyclohexyl-(4-methoxy-phenyl)-amine (00390] a) Cyclohexyl-(4-methoxy-phenyl)-amine: The title compound was prepared from cyclohexanone and p-methoxy aniline by a procedure similar to example 37a (60% yield). 1H NMR (CDC13): 6.76 (d, J = 9.0 Hz, 2H), 6.57 (d, J = 9.0 Hz, 2H), 3.75 (s, 3H), 3.16 (m, 1H), 2.34 (m, 1H), 1.61-1.89 (m, 5H), 1.05-1.42 (m, 5H).
[00391] b) (2-Chloro-quinazolin-4-yl)-cyclohexyl-(4-methoxy-phenyl)-amine: The title compound was prepared from cyclohexyl-(4-methoxy-phenyl)-amine and 2,4-dichloroquinazoline by a procedure similar to example 27 (93% yield). 1H NMR
(DMSO-d6): 8.32 (dd, J = 8.4 and 1.5 Hz, 1H), 8.22 (ddd, J= 8.4, 7.5 and 1.5 Hz, 1 H), 8.05-8.09 (m, 1 H), 7.93 (ddd, J = 8, 6.9, 0.9 Hz, 1 H), 7.45 (d, J =
8.7 Hz, 2H), 7.08 (d, J = 8.7 Hz, 2H), 3.27-3.34 (m, 1H), 1.89-1.92 (m, 2H), 1.73-1.76 (m, 2), 1.36-1.62 (m, 3H), 1.07-1.28 (m, 3H).

(2-Chloro-quinazolin-4-yl)-(2,3-dimethoxy-phenyl)-methyl-amine [00392] The title compound was prepared from (2-chloro-quinazolin-4-yl)-(2,3-dimethoxy-phenyl)-amine and methyl iodide by a procedure similar to example 36 (71% yield). 1H NMR (CDCl3): 7.74 (d, J= 8.4 Hz, 1H), 7.53-7.59 (m, 1H), 7.12 (t, J= 8.4 Hz, 1H), 6.94-7.01 (m, 3H), 6.87 (dd, J= 8.1 and 1.5 Hz, 1H), 3.89 (s, 3H), 3.56 (s, 3H).

O
(2-Chloro-quinazolin-4-yl)-ethyl-(4-methoxy-phenyl)-amine [00393] The title compound was prepared from (2-chloro-quinazolin-4-yl)-(4-methoxy-phenyl)-amine and ethyl iodide by a procedure similar to example 36 (58%
yield). 1H NMR (CDC13): 7.69-7.72 (m, 1H), 7.53 (ddd, J = 8.1, 6.9 and 1.5 Hz, 1H), 7.09-7.14 (m, 2H), 6.94-6.70 (m, 3H), 6.83-6.87 (m, 1H), 4.13 (q, J= 7.2 Hz, 2H), 3.87 (s, 1H), 1.30 (t, J= 6.9 Hz, 3H).

(2-Chloro-quinazolin-4-yl)-(2,4-dimethoxy-phenyl)-methyl-amine [00394] The title compound was prepared from (2-chloro-quinazolin-4-yl)-(2,4-dimethoxy-phenyl)-amine and methyl iodide by a procedure similar to example 36 (91% yield). 'H NMR (CDC13): 7.70-7.73 (m, 1H), 7.54 (ddd, J= 8.7, 6.3 and 2.1 Hz, 1H), 7.10 (d, J = 8.7 Hz, 1H), 6.93-7.23 (m, 2H), 6.50-6.57 (m, 2H), 3.87 (s, 3H), 3.67 (s, 3H), 3.52 (s, 3H).

(2-Chloro-quinazolin-4-yl)-(2,5-dimethoxy-phenyl)-methyl-amine [00395] The title compound was prepared from (2-chloro-quinazolin-4-yl)-(2,5-dimethoxy-phenyl)-amine and methyl iodide by a procedure similar to example 36 (78% yield). 'H NMR (CDC13): 7.72-7.75 (m, 1H), 7.56 (ddd, J= 8.4, 5.? and 2.1 Hz, 1H), 6.98-7.00 (m, 2H), 6.92-6.92 (m, 2H), 6.78-6.79 (m, 1H), 3.75 (s, 3H), 3,58 (s, 3H), 3.56 (s, 3H).

O
w ~N I ~
~~ ~ N
I
\N~CI
(2-Chloro-quinazolin-4-yl)-(3-methoxy-phenyl)-methyl-amine [00396] The title compound was prepared from (2-chloro-quinazolin-4-yl)-(3-methoxy-phenyl)-amine and methyl iodide by a procedure similar to example 36 (60% yield). 1H NMR (CDC13): 7.74-7.76 (m, 1H), 7.57 (ddd, J = 8.4, 6.0 and 1.8 Hz, 1H), 7.32 (t, J = 7.8 Hz, 1H), 6.98-7.03 (m, 2H), 6.89 (dd, J = 8.1 and 2.4 Hz, 1H), 6.75-6.81 (m, 2H), 3.65 (s, 3H), 3.37 (s, 3H).

(2-Chloro-quinazolin-4-yl)-(2-methoxy-phenyl)-methyl-amine [00397] The title compound was prepared from (2-chloro-quinazolin-4-yl)-(2-methoxy-phenyl)-amine and methyl iodide by a procedure similar to example 36 (72% yield). 'H NMR (CDC13): 7.72 (d, J= 8.1 Hz, 1H), 7.54 (ddd, J= 8.4, 6.6 and 1.5 Hz, 1H), 7.20 (dd, J= 8.4 and 1.8 Hz, 1H), 6.87-7.04 (m, 4H), 3.67 (s, 3H), 3.56 (s, 3H).

\ O
N
\ wN
NCI
(2-Chloro-quinazolin-4-yl)-cyclopentyl-(4-methoxy-phenyl)-amine [00398] a) Cyclopentyl-(4-methoxy-phenyl)-amine: The title compound was prepared from cyclopentanone and p-methoxy aniline by a procedure similar to example 37a (68% yield). 'H NMR (CDC13): 6.78 (d, J = 8.7 Hz, 2H), 6.57 (d, J = 8.7 Hz, 2H), 3.74 (s, 3H), 3.18 (m, 1H), 2.23 (m, 1H), 1.82-2.01 (m, 2H), 1.52-1.73 (m, 4H), 1.38-1.49 (m, 2H).
[00399] b) (2-Chloro-quinazolin-4-yl)-cyclopentyl-(4-methoxy-phenyl)-amine:
The title compound was prepared from cyclopentyl-(4-methoxy-phenyl)-amine and 2,4-dichloroquinazoline by a procedure similar to example 27 (39% yield). 1H NMR
(CDC13): 8.31 (dd, J= 8.7 and 1.3 Hz, 1H), 8.12 (ddd, J= 8.4, 7.2 and 1.3 Hz, 1H), 8.12-8.08 (m, 1 H), 7.93 (ddd, J = 8.3, 7.2 and 1.3 Hz, 1 H), 7.41 (d, J = 8.4 Hz, 2H), 7.11 (d, J= 8.7 Hz, 2H), 3.24-3.33 (m, 1H), 2.22-2.01 (m, 2H), 1.51-1.75 (m, 4H), 1.32-1.49 (m, 2H).

N~NH
N
~N
H
NZ-[2-( 1 H-Imidazol-4-yl)-ethyl]-N4-(4-methoxy-phenyl)-N4-methyl-quinazoline-2,4-diamine [00400] The title compound was prepared from (2-chloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methylamine (10 mg, 0.033 mmol) and histamine hydrochloride (16 mg, 0.10) by a procedure similar to example 10 and was isolated as white solid (7 mg, 70%). 'H NMR (CDC13): 7.52 (s, 1H), 7.49 (brd, J= 3.9 Hz, 2H), 7.20-7.15 (m, 2H), 7.03-6.96 (m, 3H), 6.83 (ddd, J = 8.4, 4.5 and 3.9 Hz, 1 H), 6.66 (d, J = 8.7 Hz, 1H), 3.88 (s, 3H), 3.85 (t, J= 6.6 Hz, 2H), 3.63 (s, 3H), 3.03 (t, J= 6.6 Hz, 2H).

_y-H
Nz-(3-Dimethylamino-propyl)-N4-(4-methoxy-phenyl)-N4-methyl-quinazoline-2,4-diamine (00401] The title compound was prepared from (2-chloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine (15 mg, 0.050 mmol) and N~,N~-dimethyl-propane-1,3-diamine (16 p1, 0.070 mmol) by a procedure similar to example 10 and was isolated as white powder (11 mg, 73%). 'H NMR (CDC13): 7.43 (dd, J= 8.4 and 1.2 Hz, 1H), 7.34 (ddd, J= 7.8, 6.6 and 1.2 Hz, 1H), 7.11-7.07 (m, 2H), 6.89-6.86 (m, 3H), 6.65 (ddd, J = 8.1, 6.6 and 1.2 Hz, 1H), 3.82 (s, 3H), 3.61 (t, J = 6.9 Hz, 2H), 3.49 (s, 3H), 2.41 (t, J= 6.9 Hz, 2H), 2.28 (s, 6H), 1.89 (m, 2H).

NZ-(2-Hydroxyethyl)-N4-(6-methoxypyridin-3-yl)-N4-methyl-quinazoline-2,4 diamine [00402] The title compound was prepared from (2-chloro-quinazolin-4-yl)-(6-methoxy-pyridin-3-yl)-methyl-amine (12 mg, 0.040 mmol) and ethanolamine (28 ~,1) by a procedure similar to example 10 and was isolated as off white solid (8 mg, 66%). 1H NMR (CDC13): 8.03 (brd, J= 3.0 Hz, 1H), 7.47- 7.35 (m, 3H), 6.91 (brd, J
= 8.7 Hz, 1H), 6.78-6.73 (m, 2H), 5.56 (brs, 1H), 3.94 (s, 3H), 3.93-3.90 (m, 2H), 3.70-3.56 (m, 2H), 3.48 (s, 3H).

O
iv ivnz N4-(6-methoxypyridin-3-yl)-N4-methyl-quinazoline-2,4-diamine [00403] The title compound was prepared from (2-chloro-quinazolin-4-yl)-(6-methoxy-pyridin-3-yl)-methylamine (10 mg, 0.030 mmol) and 7 M ammonia in methanol (1 mL) by a procedure similar to example 10 (3 mg, 30%). 'H NMR
(CDCl3): 8.04 (dd, J= 2.9, 0.6 Hz, 1H), 7.49- 7.43 (m, 2H), 7.39 (dd, J= 5.7 and 2.7 Hz, 1H), 6.92 (brd, J = 8.4 Hz, 1H), 6.85-6.78 (m, 2H), 5.65 (s, 2H), 3.96 (s, 3H), 3.54 (s, 3H).

,OH
H
NZ-(2-Hydroxyethyl)-N4-(4-methoxy-phenyl)-N4-methyl-6,7-dimethoxyquinazoline 2,4-diamine [00404] The title compound was prepared from (2-Chloro-6,7-dimethoxyquinazolin-4-yl)-(4-methoxy-phenyl)-amine (26 mg, 0.079 mmol) and ethanolamine (30 ~l) by a procedure similar to example 10 and was isolated as white powder (14 mg, 54%).
'H
NMR (CDC13): 7.14 (dd, J= 6.6 and 2.1 Hz, 2H), 6.91 (d, J= 6.6 and 2.1 Hz, 2H), 6.81 (s, 1H), 6.25 (s, 1H), 3.90 (s, 3H), 3.92-3.88 (m, 2H), 3.80 (s, 3H), 3.69-3.65 (m, 2H), 3.49 (s, 3H), 3.28 (s, 3H).

O
i N
N ~N
N N- 'C!
H
(2-Chloro-9H-purin-6-yl)-(4-methoxy-phenyl)-methyl-amine [00405] The title compound was prepared from 2,6-dichloro-9H-purine (50 mg, 0.265) and 4-methoxy-N-methylaniline (40 mg, 0.291 mmol) by a procedure similar to example 1b and was isolated as off white powder (10 mg, 20%). 1H NMR
(CDCl3): 7.81 (s, 1H), 7.37 (d, J = 8.4 Hz, 2H), 7.04 (d, J = 8.4 Hz, 2H), 3.93 (s, 3H), 3.77 (s; 3H).

\N I /
/ / ~N
~I
N"CI
(2-Chloro-quinazolin-4-yl)-(4-methylcarboxyphenyl)-methyl-amine [00406] The title compound was prepared from 2,4-dichloroquinazoline (30 mg, 0.152 mmol) and 4-methylamino-benzoic acid methyl ester (27 mg, 0.167 mmol) by a procedure similar to example 1b and was isolated as off white powder (25 mg, 83%). 'H NMR (CDC13): 8.08-8.04 (m, 2), 7.81 (ddd, J= 8.4, 5.4 and 1.2 Hz, 1H), 7.62 (ddd, J = 8.7, 3.9 and 1.8 Hz, 1 H), 7.26- 7.21 (m, 2H), 7.06 (ddd, J =
8.4, 7.8 and 0.9 Hz, 1H), 6.99 (ddd, J= 7.5, 1.2 and 0.9 Hz, 1H), 3.94 (s, 3H), 3.70(s, 3H).

\N I /
/ / ~N
N~O~
(2-methoxy-quinazolin-4-yl)-(4-methoxyphenyl)-methylamine [00407] To a solution of (2-chloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine (50 mg, 0.167 mmol) in 2 ml methanol was added sodium methoxide (S00 p1, 25% by wt. in methanol). The solution was stirred at 80°C for 1 h, and it was diluted with 50 ml ethylacetate. The solution was washed with water, dried and concentrated. The product was purified using small silica column and isolated as off white solid (22 mg, 54%). 1H NMR (CDCl3): 7.89 (d, J= 8.4 Hz, 1H), 7.53 (ddd, J
= 8.7, 5.4 and 2.4 Hz, 1H), 7.19- 7.14 (m, 2H), 6.99-6.93 (m, 2H), 6.90-6.85 (m, 2H), 4.14 (s, 3H), 3.86 (s, 3H), 3.64 (s, 3H).

OH
~N
~ ~N
N- 'CI
(2-Chloro-quinazolin-4-yl)-(4-hydroxyphenyl)-methylamine [00408] To a solution of (2-chloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine (100 mg, 0.334 mmol) in 30 ml dichloromethane cooled at -20 °C
was added slowly 60 p.1 of BBr3 (0.668 mmol). The reaction mixture was stirred at -20 °C for 2 h then it was warmed to room temperature. It was stirred another 2 h at this temperature. The reaction mixture was diluted with ethyl acetate (50 ml) and washed with cold 5% sodium bicarbonate. The organic phase was dried and concentrated.
The residue was purified by a small silica column using ethyl acetate and hexane (1:3) as eluents to give the product (57 mg, 57%).'H NMR (CDCl3): 7.65-7.56 (m, 2H), 7.04-6.87 (m, SH), 3.59 (s, 3H).

O
wN ~ i ~ ~N
wN~F
(2-Fluoromethyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine [00409] a) 2-Fluoromethyl-quinazolin-4(3H)-one: To a solution of 2-amino-benzoic acid methyl ester (151 mg, 1 mmol) and fluoro-acetonitrile (0.14 ml, 2.5 mmol) in dioxane (5 ml) at room temperature was added concentrated HCl (0.05 ml) dropwise.
The mixture was heated at 80 °C for 24 h and then cooled to room temperature. The resulting solid was collected and dissolved in water (10 ml), and the solution was neutralized with saturated aqueous NaHC03 to pH 7. The solution was extracted by ethyl acetate. The extracts were evaporated, and the residue was purified by column chromatography on silica gel with ethyl acetate and hexane (1:1) as eluent, yielding 70 mg (39 %) of the title compound.
[00410] b) (2-Fluoromethyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine: A
suspension of 2-fluoromethyl-quinazolin-4(3H)-one (70 mg, 0.39 mmol) in phosphoryl chloride (2 ml) and N,N-dimethylaniline (0.035 ml, 0.27 mmol) was heated under reflux for 12 hours. The reaction mixture was poured onto ice and the precipitate was collected by filtration, then washed and dried to give 4-chloro-2-fluoromethyl-quinazoline, which was used directly for the next reaction. To a solution of 4-chloro-2-fluoromethyl-quinazoline with (4-methoxy-phenyl)-methylamine (160 mg, 1.2 mmol) in isopropyl alcohol (5 ml) was added concentrated HCl (0.05 ml) and the solution was stirred at room temperature overnight. The solution was neutralized with saturated aqueous NaHC03, and was extracted by ethyl acetate. The extracts were evaporated, and the residue was purified by column chromatography on silica gel with ethyl acetate and hexane (1:1) as eluent, yielding 11 mg (9.5 %) of the title compound. 'H NMR (CDC13): 7.87-7.84 (m, 1H), 7.60-7.54 (m, 1H), 7.14-7.10 (m, 2H), 7.04-7.01 (m, 2H), 6.95-6.91 (m, 2H), 5.60 (s, 1H), 5.44 (s, 1H), 3.85 (s, 3H), 3.60 (s, 3H).

(2-Chloro-6-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine [00411] a) 6-Methyl-quinazoline-2,4-dione: To a suspension of 2-amino-5-methyl benzoic acid (0.758 g, S mmol) and potassium cyanate (0.673 g, 8.3 mmol) in water (20 mL) was added acetic acid (0.5 mL). The mixture was stirred at room temperature for 24 h. A white solid was collected by vacuum filtration, washed with water, and dried in vacuo (0.736 g, 84%): 1H NMR (DMSO-db) 9.90 (br s, 1H), 8.27 (d, J = 8.4 Hz, 1 H), 7.70 (d, J = 1.8 Hz, 1 H), 7.29 (dd, J = 2.4, 8.7 Hz, 1 H), 6.50 (br s, 1H), 2.25 (s, 3H).
[00412] b)(2-Chloro-6-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine:
The above 6-methyl-quinazoline-2,4-dione (201 mg, 1.14 mmol) and N,N
dimethylaniline (0.2 mL) were refluxed in phosphorus oxychloride (5 mL) under argon overnight. The solvent was removed by distillation under reduced pressure.
The purple residue was dissolved in isopropanol (10 mL). N methyl p-anisidine (201 mg, 1.465 mmol) was added. The mixture was stirred at room temperature overnight.
The solvent was evaporated and the residue was purified by column chromatography (Si02, EtOAc:hexanes 5-25%) to give the product as a light yellow solid (62 mg, 17 %): 1H NMR (CDC13) 7.62 (d, J = 8.7 Hz, 1H), 7.38 (dd, J = 1.8, 8.7 Hz, 1H), 7.16-7.10 (m, 2H), 6.89-6.86 (m, 2H), 6.63 (s, 1H), 3.86 (s, 3H), 3.60 (s, 3H), 2.09 (s, 3H).
[00413] Compounds of EXAMPLE 57-64 were prepared similar to Example 56.

(2-Chloro-7-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine (00414] a) 7-Methyl-quinazoline-2,4-dione: White solid: 'H NMR (DMSO-db) 10.07 (br s, 1H), 8.24 (s, 1H), 7.79 (d, J = 8.1 Hz, 1H), 6.78 (dd, J = 0.6, 9.0 Hz, 1H), 6.54 (br s, 1H), 2.30 (s, 3H).
[00415] b) (2-Chloro-7-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine:
Light yellow solid: 'H NMR (CDC13) 7.51 (m, 1H), 7.16-7.10 (m, 2H), 6.96-6.91 (m, 2H), 6.83 (dd, J = 1.8, 8.7 Hz, 1H), 6.78 (d, J = 8.? Hz, 1H), 3.85 (s, 3H), 3.59 (s, 3H), 2.38 (s, 3H).

O
\N I /
~ ~N
~N- -CI
(2-Chloro-5-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine [00416] a) 5-Methyl-quinazoline-2,4-dione: Off white solid: 'H NMR (CDC13) 11.04 (s, 2H), 7.45 (t, J = 7.8 Hz, 1 H), 7.01 (d, J = 7.8 Hz, 1 H), 6.94 (d, J = 7.5 Hz, 1H), 2.65 (s, 3H).
[00417] b) (2-Chloro-S-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine:
Light yellow solid: 'H NMR (CDCl3) 7.64-7.61 (m, 1H), 7.54 (dd, J = 7.2, 8.4 Hz, 1H), 6.99-6.96 (m, 1H), 6.75-6.68 (m, 4H), 3.75 (s, 3H), 3.63 (s, 3H), 2.11 (s, 3H).

(2-Chloro-8-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine [00418] a) 8-Methyl-quinazoline-2,4-dione: Light brown solid: 1H NMR (DMSO-d6) 11.43 (s, 1 H), 10.50 (s, 1 H), 7.86 (d, J = 8.1 Hz, 1 H), 7. S 8 (d, J = 7.2 Hz, 1 H), 7.19 (t, J = 7.8 Hz, 1H), 2.43 (s, 3H).
[00419] b) (2-Chloro-8-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine:
1H NMR (CDC13) 7.42-7.39 (m, 1H), 7.14-7.04 (m, 2H), 6.94-6.87 (m, 3H), 6.84 (dd, J = 1.5, 8.4 Hz, 1H), 3.84 (s, 3H), 3.60 (s, 3H), 2.63 (s, 3H).

I

(2,6-Dichloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine [00420] a) 6-Chloro-quinazoline-2,4-dione: white solid: 1H NMR (DMSO-d6) 11.44 (s, 1 H), 11.28 (s, 1 H), 7. 81 (d, J = 2.1 Hz, 1 H), 7.69 (dd, J = 9.0, 2.1 Hz, 1 H), 7.19 (d, J = 9.0 Hz, 1 H).
[00421] b) (2,6-Dichloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine:
Yellow solid: 1H NMR (CDCl3) 7.66 (d, J = 8.7 Hz, 1H), 7.49 (dd, J = 2.1, 8.7 Hz, 1 H), 7.18-7.12 (m, 2H), 7.02-6.96 (m, 2H), 6.78 (dd, J = 0.6, 2.1 Hz, 1 H), 3.88 (s, 3H), 3.61 (s, 3H).

w .N I ~
CI / / N
\N~N~
I
U~
6-Chloro-Nz,N4-bis-(4-methoxy-phenyl)-N2,N4-dimethyl-quinazoline-2,4-diamine [00422] The title compound was isolated from the reaction of Example 60.
Yellow solid: 1H NMR (CDC13) 7.41 (d, J = 9.0 Hz, 1H), 7.35-7.30 (m, 2H), 7.29 (d, J
= 2.4 Hz, 1H), 7.26 (t, J = 1.5 Hz, 1H), 7.09-7.04 (m, 2H), 6.94-6.80 (m, SH), 6.72 (d, J =
2.4 Hz, 1H), 3.84 (s, 3H), 3.83 (s, 3H), 3.62 (s, 3H), 3.27 (s, 3H).

I

~N I /
/ ~
CI ~ \N_ -CI
(2,7-Dichloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine [00423] a) 7-Chloro-quinazoline-2,4-dione: White solid: 1H NMR (DMSO-d6) 11.42 (s, 1 H), 11.26 (s, 1 H), 7. 88 (d, J = 8.7 Hz, 1 H), 7.22 (dd, J = 1.2, 8.1 Hz, 1 H), 7.18 (d, J = 2.1 Hz, 1H).
[00424] b) (2,7-Dichloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine:
Light yellow solid: 'H NMR (CDC13) 7.70 (d, J = 2.4 Hz, 1H), 7.16-7.11 (m, 2H), 6.98-6.92 (m, 3H), 6.80 (d, J = 9.3 Hz, 1H), 3.86 (s, 3H), 3.60 (s, 3H).

/
CI N
/ / N / O~
N N
I
5-Chloro-N2,N4-bis-(4-methoxy-phenyl)-N2,N4-dimethyl-quinazoline-2,4-diamine [00425] a) 5-Chloro-quinazoline-2,4-dione: White solid: 1H NMR (DMSO-d6) 11.28 (s, 2H), 7. S Std (td, J = 8.4, 0.6 Hz, 1 H), 7.19 (d, J = 7.8 Hz, 1 H), 7.12 (d, J = 8.4 Hz, 1 H).
[00426] b) 5-Chloro-Nz,N4-bis-(4-methoxy-phenyl)-NZ,N4-dimethyl-quinazoline-2,4-diamine: Yellow solid: 'H NMR (CDC13) 7.43 (d, J = 8.4 Hz, 1H), 7.32-7.26 (m, 3H), 6.93-6.88 (m, 2H), 6.81 (dd, J = 1.2, 7.2 Hz, 1H), 6.75-6.65 (m, 4H), 3.83 (s, 3H), 3.73 (s, 3H), 3.61 (s, 3H), 3.33 (s, 3H).

~I ~
N~O
(5-Chloro-2-isopropoxy-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine [00427] The title compound was isolated from the reaction of Example 63. White solid: 'H NMR (CDCl3) 7.45-7.36 (m, 2H), 7.26-7.21 (m, 2H), 7.13 (dd, J = 2.1, 6.9 Hz, 1H), 6.94-6.89 (m, 2H), 5.09 (m, 1H), 3.85 (s, 3H), 3.57 (s, 3H), 1.30 (d, J = 6.3 Hz, 6H).

(Isoquinolin-1-yl)-(4-methoxy-phenyl)-methyl-amine [00428] A mixture of 1-chloroisoquinoline (50 mg, 0.31 mmol) and (4-methoxy-phenyl)-methyl amine (300 mg, 2.2 mmol) was heated in a sealed tube at 140°C
overnight. The crude product was purified by chromatography (5-6% ethyl acetate/hexanes) on silica gel to give the title compound (46 mg, 0.17 mmol, 57%).
1 H NMR (CDC13): 8.22 (d, 1 H, 5.7), 7.68 (d, 1 H, J = 8.1 ), 7.62 (d, 1 H, J
= 8.7), 7.47 (ddd, 1 H, J = 0.9, 6.9, 8.1 ), 7.24 (d, 1 H, J = 6.0), 7.19 (ddd, 1 H, J =
1.5, 6.9, 8.7), 6.94 (m, 2H), 6.79 (m, 2H), 3.76 (s, 3H), 3.52 (s, 3H). ' (4-Methoxy-phenyl)-methyl-(quinolin-4-yl)-amine [00429] A mixture of 4-chloroquinoline (50 mg, 0.31 mmol) and (4-methoxy-phenyl)-methyl amine (300 mg, 2.2 mmol) was heated in a sealed tube at 140°C
overnight.
The crude product was purified by chromatography (20-40% ethyl acetate/hexanes) on silica gel to give the title compound (60 mg, 0.23 mmol, 74%). 1H NMR
(CDC13): 8.77 (d, 1H, J= S.1), 8.00 - 8.04 (m, 1H), 7.61 - 7.64 (m, 1H), 7.55 (ddd, 1 H, J = 1.5, 6.9, 8.4), 7.22 (ddd, 1 H, J = 1.5, 6.9, 8.1 ), 6.99 (d, 1 H, J
= 4.8), 6.92 (m, 2H), 6.89 (m, 2H), 3.77 (s, 3H), 3.43 (s, 3H).

~N /
/ / ~~
\ w ~
N- -CI
(2-Chloro-quinazolin-4-yl)-(3,4-methylenedioxyphenyl)-methyl-amine [00430] a) (2-Chloro-quinazolin-4-yl)-(3,4-methylenedioxyphenyl)-amine: The title compound was prepared from 3,4-methylenedioxyphenylamine and 2,4-dichloroquinazoline by a procedure similar to example 1b and was isolated as solids (45% yield). 'H NMR (CDC13): 7.81 - 7.83 (m, 3H), 7.51 - 7.56 (m, 2H), 7.44 (d, 1H, J= 2.1), 6.98 (dd, 1H, J= 2.1, 8.1), 6.82 (d, 1H, J= 8.1), 6.01 (s, 2H).
[00431 ] b). (2-Chloro-quinazolin-4-yl)-(3,4-methylenedioxyphenyl)-methyl-amine:
The title compound was prepared from (2-chloro-quinazolin-4-yl)-(3,4-methylenedioxyphenyl)-amine by a procedure similar to example 36 and was isolated as solids (66% yield). 'H NMR (CDC13): 7.73 - 7.76 (m, 1H), 7.58 (m, 1H), 7.07 (m, 2H), 6. 82 (d, 1 H, J = 8.4), 6.72 (m, 1 H), 6.68 (m, 1 H), 6.06 (s, 2H), 3. S 9 (s, 3H).
[00432] Compounds of EXAMPLE 68-70 were prepared similar to Example 67.

(2-Chloro-quinazolin-4-yl)-(3,4-dimethoxy-phenyl)-methyl-amine [00433] a) (2-Chloro-quinazolin-4-yl)-(3,4-dimethoxy-phenyl)-amine: 1H NMR
(CDCl3): 7.77 - 7.86 (m, 3H), 7.51 - 7.60 (m, 3H), 7.12 (dd, 1H, J= 2.4, 8.4), 6.90 (d, 1H, J= 8.4), 3.94 (s, 3H), 3.91 (s, 3H).
[00434] b). (2-Chloro-quinazolin-4-yl)-(3,4-dimethoxy-phenyl)-methyl-amine: 1H
NMR (CDC13): 7.72 - 7.75 (m, 1H), 7.57 (ddd, 1H, J= 1.5, 6.6, 8.4), 7.01 (ddd, 1H, J= 1.2, 6.9, 8.7), 6.88 - 6.96 (m, 2H), 6.73 - 6.81 (m, 2H), 3.94 (s, 3H), 3.80 (s, 3H), 3.63 (s, 3H).

N
~ ~N
N_ -CI
(2-Chloro-quinazolin-4-yl)-(4-phenoxy-phenyl)-methyl-amine [00435] a) (2-Chloro-quinazolin-4-yl)-(4-phenoxy-phenyl)-amine: 1H NMR
(CDC13):
7.78 - 7.87 (m, 3H), 7.68 - 7.74 (m, 2H), 7.60 (s, broad, 1H), 7.56 (ddd, 1H, J= 3.3, 9.9, 12.0), 7.33 - 7.39 (m, 2H), 7.03 - 7.16 (m, SH).
[00436] b) (2-Chloro-quinazolin-4-yl)-(4-phenoxy-phenyl)-methyl amine: 'H NMR
(CDC13): 7.74 - 7.77 (m, 1H), 7.59 (ddd, 1H, J= 1.5, 6.6, 8.4), 7.36 - 7.42 (m, 2H), 7.10 - 7.20 (m, 3H), 7.03 - 7.10 (m, SH), 6.97 - 7.00 (m, 1H), 3.64 (s, 3H).

~N ~ /
~ ~N
NCI
O
(2-Chloro-quinazolin-4-yl)-(4-propoxy-phenyl)-methyl-amine [00437] a) (2-Chloro-quinazolin-4-yl)-(4-propoxy-phenyl)-amine: 'H NMR
(CDC13):
7.76 - 7.84 (m, 3H), 7.52 - 7.62 (m, 4H), 6.95 (m, 2H), 3.94 (t, 2H, J= 6.6), 1.83 (hex, 2H, J= 7.2), 1.05 (t, 3H, J= 7.5) [00438] b) (2-Chloro-quinazolin-4-yl)-(4-propoxy-phenyl)-methyl-amine: 1H NMR
(CDC13): 7.71- 7.74 (m, 1H), 7.55 (ddd, 1H, J= 1.5, 6.9, 8.4), 7.10 - 7.16 (m, 2H), 7.00 (ddd, 1 H, J = 1.5, 6.9, 8.4), 6.91 - 6.96 (m, 3H), 3.96 (t, 2H, J =
6.6), 1.84 (hex, 2H, J= 7.5), 1.08 (t, 3H, J= 7.5).

O
O
~ ~N
~J
N
4-(4-Methoxy-phenoxy)-quinazoline [00439] To a stirred solution of 4-methoxyphenol (75 mg, 0.60 mmol) and 4-chloro-quinazoline (125 mg, 76 mmol) in 3 mL of DMF was added sodium hydride (60%
oil suspension, 30 mg, 0.75 mmol) at 0°C, then the reaction mixture was allowed to warm to room temperature and stirred for 5 h. The reaction was quenched by adding 50 uL of water and diluted with 25 mL of ethyl acetate. It was washed with water (25 mL x 3), saturated NaCI, dried over anhydrous MgS04, filtered and concentrated.
The residue was purified by chromatography (25% ethyl acetate/hexanes) to give the title compound (134 mg, 0.53 mmol, 89%). lH NMR (CDC13): 8.78 (s, 1H), 8.38 (m, 1 H), 7.89 - 8.02 (m, 2H), 7.67 (m, 1 H), 7.19 (m, 1 H), 7.00 (m, 1 H), 3.86 (s, 3H).

O
\N I /
/ / ~N
N
(4-Methoxy-phenyl)-methyl-(2-methyl-quinazolin-4-yl)-amine hydrochloride [00440] a) 4-Chloro-2-methyl-quinazoline: A stirred suspension of 2-methyl-4(3H)-quinazolinone (5 g, 31.2 mmol) in POC13 (100 mL) was heated at 120°C
for 3 h. The excess POCl3 was removed under vacuum, then to the residue was added crushed ice and 200 mL of saturated NaHC03, and the mixture was extracted with ethyl acetate (200 mL x 2). The combined extracts were washed with water, saturated NaCI, dried over anhydrous MgS04, filtered and concentrated. The crude product was purified by column chromatography (5-8% ethyl acetate/hexane) to give the title compound (2.5 g, 14.0 mmol, 45%). 1H NMR (CDC13): 8.21 - 8.25 (m, 1H), 7.89 - 7.99 (m, 2H), 7.66 (ddd, 1H, J=1.8, 6.6, 8.7), 2.87 (s, 3H).
[00441] b) (4-Methoxy-phenyl)-methyl-(2-methyl-quinazolin-4-yl)-amine hydrochloride: The title compound was prepared from 4-chloro-2-methyl-quinazoline (2.31 g, 12.9 mmol) and (4-methoxy phenyl)-methyl-amine (2.0 g, 14.6 mmol) by a procedure similar to example 1b and was isolated as solids (2.90 g, 9.18 mmol, 71%). 1H NMR (CDCl3): 8.53 (dd, 1H, J= 0.6, 8.1), 7.7 (ddd, 1H, J= 1.2, 7.2, 8.4), 7.22 (m, 2H), 7.13 (ddd, 1 H, J = 1.2, 7.2, 8.7), 7.05 (m, 2H), 6.76 (d, 1 H, J
= 8.7), 3.91 (s, 3H), 3.78 (s, 3H), 2.96 (s, 3H).

O
(2-Chloromethyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine [00442] a) 2-Chloromethyl-quinazolin-4(3H)-one: To a solution of 2-amino-benzoic acid methyl ester (0.26 ml, 2 mmol) and chloro-acetonitrile (0.16 ml, 4.0 mmol) in dioxane (8 ml) at room temperature was added concentrated HCl (1.0 ml) dropwise.
The mixture was heated at 80 °C for 24 h and then cooled to room temperature. The resulting solid was collected and dissolved in water (10 ml), and the solution was neutralized with 2 N NaOH aqueous to pH 7. The precipitation was collected by filtration, then washed with water and dried to give 309 mg (79.6 %) of the title compound.
[00443] b) (2-Chloromethyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine: A
mixture of 2-chloromethyl-quinazolin-4(3H)-one (256 mg, 1.32 mmol), phosphoryl chloride (1.23 ml, 13.2 mmol) and N,N-dimethylaniline (0.34 ml, 2.64 mmol) in chloroform (10 ml) was heated under reflux for 4 h. The reaction mixture was poured onto ice and extracted by ethyl acetate. The solvent was evaporated, and the residue was purified by column chromatography on silica gel with acetate and hexane (1:1) as eluent, yielding 180 mg of 4-chloro-2-chloromethyl-quinazoline. The intermediate (170 mg, 0.80 mmol) and (4-methoxy-phenyl)-methylamine (131.7 mg, 0.96 mmol) in isopropyl alcohol (5 ml) with concentrated HCl (0.05 ml) was stirred at room temperature overnight. The precipitation was formed and collected by filtration, then washed and dried to give 231 mg (92 %) of the title compound. 1H NMR (CDC13):
7.82 (d, J = 8.7 Hz, 1H), 7.59-7.53 (m, 1H), 7.15-7.12 (m, 2H), 7.03-7.00 (m, 2H), 6.95-6.91 (m, 2H), 4.73 (s, 2H), 3.85 (s, 3H), 3.62 (s, 3H).

O
H3C~
~N
~N~CH3 (2-Ethyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine [00444] The title compound was prepared in three steps by a procedure similar to Example 73. 'H NMR (CDC13): 7.76 (d, J = 8.4 Hz, 1H), 7.55-7.49 (m, 1H), 7.13-7.09 (m, 2H), 7.03-6.89 (m, 4H), 3.83 (s, 3H), 3.60 (s, 3H), 2.97 (q, J = 7.5 Hz, 2H), 1.44 (t, J = 7.8 Hz, 3H).

(2-Methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-amine [00445] The title compound was prepared from 4-chloro-2-methyl-quinazoline (108 mg, 0.605 mmol) and 4-methoxy-phenylamine (89.4 mg, 0.73 mmol) by a procedure similar to Example 72b. 1H NMR (DMSO-d6): 11.28 (brs, 1H), 8.73 (d, J = 8.4 Hz, 1 H), 8.06 (t, J = 7.5 Hz, 1 H), 7.85-7.78 (m, 2H), 7.66 (d, J = 9 Hz, 2H), 7.06 (d, J =
8.7 Hz, 2H), 3.81 (s, 3H), 2.60 (s, 3H).

\ 0 H3W N ~ /
/ ~N
\ wN~OH
(2-Hydroxymethyl-quinazolin-4-yl)-4-methoxy-phenyl)-methyl-amine [00446] To a solution of (2-chloromethyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine hydrochloride salt (67 mg, 0.19 mmol) in 1,4-dioxane (3 ml) was added 2 N NaOH aqueous (1 ml). The mixture was heated at 80 °C for 24 h and then was cooled to room temperature. The reaction mixture was diluted with ethyl acetate, then was washed with water and dried with NaS04. The solvent was evaporated, and the residue was purified by column chromatography on silica gel with acetate and hexane (1:1) as eluent, yielding 25 mg of title compound (44 %). 1H NMR
(CDCl3):
7.78-7.75 (m, 1 H), 7.59-7.53 (m, 1 H), 7.1 S-7.12 (m, 2H), 7.02-7.00 (m, 2H), 6.94-6.91 (m, 2H), 4.79 (s, 2H), 3.85 (s, 3H), 3.59 (s, 3H).

O
H3C~N ~ /
/ / ~ N CH3 ~N
\N ~CH3 (2-Dimethylaminomethyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine [00447] The title compound was prepared from (2-chloromethyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine and dimethylamine by a procedure similar to Example 76. 1H NMR (DMSO-d6): 7.71 (d, J = 8.7 Hz, 1H), 7.60 (t, J = 8.4 Hz, 1H), 7.20 (d, J = 8.4 Hz, 2H), 7.09 (t, J = 8.1 Hz, 1H), 7.00-6.96 (m, 3H), 3.78 (s, 3H), 3.63 (s, 2H), 3.50 (s, 3H), 2.33 (s, 6H).

F\ /F

N
~ ~N
\N"CH3 (4-Difluoromethoxy-phenyl)-(2-methyl-quinazolin-4-yl)-amine [00448] A mixture of 4-chloro-2-methyl-quinazoline (450 mg, 2.52 mmol), 4-difluoromethoxy-phenylamine (0.32 ml, 2.52 mmol) and sodium acetate (248.07 mg, 3.02 mmol) in 6 mL of solvent (THF:water = 1:1) was stirred at 70 °C
for 1 h. The reaction mixture was diluted with 30 mL of ethyl acetate. It was washed with brine, dried over anhydrous Na2S04, filtered and concentrated. The crude product was purified by chromatography on silica gel with acetate and hexane (1:5) as eluent, yielding 713 mg of title compound (94 %). 1H NMR (CDC13): 7.87-7.76 (m, SH), 7.51 (t, J = 8.4 Hz, 1H)), 7.40 (brs, 1H), 7.19 (d, J = 8.7 Hz, 2H), 6.76-6.27 (three single peaks, 1H), 2.71 (s, 3H).

(3-Fluoro-4-methoxy-phenyl)-(2-methyl-quinazolin-4-yl)-amine [00449] The title compound was prepared from 4-chloro-2-methyl-quinazoline (150 mg, 0.84 mmol), 3-fluoro-4-methoxy-phenylamine (118.5 mg, 0.84 mmol) by a procedure similar to example 78. 1H NMR (CDC13): 7.89-7.75 (m, 4H), 7.53-7.48 (m, 1H)), 7.38-7.34 (m, 2H), 7.0 (t, J = 8.7 Hz, 1H), 3.92 (s, 3H), 2.71 (s, 3H).

(4-Isopropoxy-phenyl)-(2-methyl-quinazolin-4-yl)-amine [00450] The title compound was prepared from 4-chloro-2-methyl-quinazoline (100 mg, 0.56 mmol), 4-isopropoxy-phenylamine (84.66 mg, 0.56 mmol) by a procedure similar to example 78. 1H NMR (CDC13): 7.84-7.72 (m, 3H), 7.70-7.66 (m, 2H)), 7.50-7.45 (m, 1H), 7.30 (brs, 1H), 6.96-6.93 (m, 2H), 4.59-4.51 (m, 1H), 2.68 (s, 3H), 1.36 (d, J = 6.3 Hz, 6H).

(4-Ethyl-phenyl)-(2-methyl-quinazolin-4-yl)-amine [00451] The title compound was prepared from 4-chloro-2-methyl-quinazoline (100 mg, 0.56 mmol), 4-ethyl-phenylamine (0.07 ml, 0.56 mmol) by a procedure similar to example 78. 'H NMR (CDC13): ?.85-?.78 (m, 2H), 7.76-7.71 (m, 3H)), 7.49 (t, J =
7.5 Hz, 1H), 7.36 (brs, 1H), 7.24 (s, 2H), 2.70-2.69 (m, SH), 1.26 (t, J = 7.5 Hz, 3H).

(2-Methyl-quinazolin-4-yl)-(2,4,6-trimethoxy-phenyl)-amine [00452] The title compound was prepared from 4-chloro-2-methyl-quinazoline (89.3 mg, 0.5 mmol), 2,4,6-trimethoxy-phenylamine (91.6 mg, 0.5 mmol) by a procedure similar to example 78. 1H NMR (CDC13): 7.86 (d, J = 8.4 Hz, 1H), 7.80 (d, J =
8.4 Hz, 1 H), 7.71 (t, J = 6.6 Hz, 1 H), 7.41 (t, J = 8.1 Hz, 1 H), 6.81 (brs, 1 H), 6.25 (s, 2H), 3.87 (s, 3H), 3.79 (s, 6H), 2.57 (s, 3H).

~c.N ~ i ~ ~N
\N~
(4-Methoxy-phenyl)-(2-phenyl-quinazolin-4-yl)-methyl-amine [00453] The title compound was prepared from (4-methoxy-phenyl)-(2-phenyl-quinazolin-4-yl)-amine (51 mg, 0.16 mmol) and methyl iodide (0.07 ml, 1.09 mmol) by a procedure similar to Example 36. 'H NMR (CDC13): 8.64-8.61 (m, 2H), 7.90 (d, J = 8.4 Hz, 1H), 7.59-7.48 (m, 4H), 7.18-7.14 (m, 2H), 7.08-6.98 (m, 2H), 6.94-6.91 (m, 2H), 3.85 (s, 3H), 3.73 (s, 3H).

F\ /F
~I'0 H3C~ ~ /
N
/ / ~N
\N"CH3 (4-Difluoromethoxy-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine [00454] The title compound was prepared from (4-difluoromethoxy-phenyl)-(2-methyl-quinazolin-4-yl)-amine (710 mg, 2.36 mmol) and methyl iodide (1.03 ml, 16.52 mmol), by a procedure similar to Example 36 (40.8 % yield). 1H NMR
(CDC13): 7.77 (dd, J = 8.4 Hz, J = 0.9 Hz, 1H), 7.59-7.53 (m, 1H), 7.17-7.10 (m, 4H), 7.06-6.99 (m, 2H), 6.78 (d, J = 0.6 Hz, 0.25H), 6.54 (d, J = 0.9 Hz, O.SH), 6.29 (d, J
= 0.9 Hz, 0.25H), 3.62 (s, 3H), 2.75 (s, 3H).

(3-Fluoro-4-methoxy-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine [00455] The title compound was prepared from (3-fluoro-4-methoxy-phenyl)-(2-methyl-quinazolin-4-yl)-amine (250 mg, 0.88 mmol) and methyl iodide (0.39 ml, 6.18 mmol) by a procedure similar to example 36.1H NMR (CDCl3): 7.76 (d, J =
8.4 Hz, 1H), 7.59-7.53 (m, 1H), 7.09-6.82 (m, SH), 3.91 (s, 3H), 3.58 (s, 3H), 2.73 (s, 3H).

(4-Isopropoxy-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine [00456] The title compound was prepared from (4-isopropoxy-phenyl)-(2-methyl-quinazolin-4-yl)-amine (164.3 mg, 0.56 mmol) and methyl iodide (0.25 ml, 3.92 mmol) by a procedure similar to example 36.1H NMR (CDC13): 7.73 (d, J = 7.8 Hz, 1H), 7.54-7.49 (m, 1H), 7.10-6.86 (m, 6H), 4.57-4.52 (m, 1H), 3.58 (s, 3H), 2.72 (s, 3H), 1.36 (d, J = 6 Hz, 6H).

(4-Ethyl-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine [00457] The title compound was prepared from (4-ethyl-phenyl)-(2-methyl-quinazolin-4-yl)-amine (122 mg, 0.46 mmol) and methyl iodide (0.2 ml, 3.25 mmol) by a procedure similar to example 36. 'H NMR (CDC13): 7.74 (d, J = 8.1 Hz, 1H), 7.54-7.49 (m, 1H), 7.19 (d, J = 8.4 Hz, 2H), 7.09-6.92 (m, 4H), 3.61 (s, 3H), 2.73-2.63 (m, SH), 1.26 (d, J = 7.5 Hz, 3H).

(2-Methyl-quinazolin-4-yl)-(2,4,6-trimethoxy-phenyl)-methyl-amine [00458] The title compound was prepared from (2-methyl-quinazolin-4-yl)-(2,4,6-trimethoxy-phenyl)-amine (56 mg, 0.17 mmol) and methyl iodide (0.1 ml, 1.6 mmol) by a procedure similar to example 36. 1H NMR (CDC13): 7.70 (d, J = 8.4 Hz, 1H), 7.49 (t, J = 7.8 Hz, 1 H), 7.09 (d, J = 8.7 Hz, 1 H), 6.93 (t, J = 8.1 Hz, 1 H), 6.18 (s, 2H), 3.86 (s, 3H), 3.63 (s, 6H), 3.44 (s, 3H), 2.70 (s, 3H).
Compounds of Example 89-90 were prepared by a procedure similar to Example 56.

(2,8-Dichloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine [00459] a) 8-Chloro-1H-quinazoline-2,4-dione: White solid: 'H NMR (DMSO-d6) 11.47 (s, 1 H), 10.77 (s, 1 H), 7.88 (m, 1 H), 7.78 (m, 1 H), 7.18 (m, 1 H).
[00460] b) (2,8-Dichloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine: Off white solid: 1H NMR (CDC13) 7.66 (dd, J = 2.7, 6.3 Hz, 1H), 7.14-7.10 (m, 2H), 6.97-6.89 (m, 4H), 3.86 (s, 3H), 3.62 (s, 3H).

(2,5-Dichloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine [00461] a) 5-Chloro-1H,3H quinazoline-2,4-dione: White solid: 1H NMR (DMSO-d6) 11.28 (s, 2H), 7.55 (m, 1H), 7.19 (d, J = 7.8 Hz, 1H), 7.12 (d, J = 8.4 Hz, 1H).
[00462] b) (2,5-Dichloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine:
Yellow solid: 1H NMR (CDC13) 7.67 (m, 1H), 7.52 (m, 1H), 7.16 (m, 1H), 6.80-6.69 (m, 4H), 3.76 (s, 3H), 3.65 (s, 3H).

(5-Methoxy-2-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine [00463] a) 5-Methoxy-2-methyl-quinazolin-4-ol: To a suspension of 2-amino-6-methoxy-benzoic acid (305 mg, 1.82 mmol) and 4-N,N dimethylaminopyridine (20 mg, 0.16 mmol) in DMF/toluene (2:6 mL) at 0 °C was added triethylamine (1.1 mL, 7.9 mmol) followed by slow addition of acetyl chloride (0.40 mL, 5.6 mmol) under argon. The suspension was stirred at rt for 19 h. Ammonium acetate (0.62 g, 8.0 mmol) was added and the reaction mixture was further stirred at 90 °C
for S h. The solid was collected by filtration, washed with water, and dried to give an off white solid (103 mg, 30%): 'H NMR (CDC13) 10.69 (s, 1H), 7.66 (t, J = 8.4 Hz, 1H), 7.25 (d, J = 8.4 Hz, 1H), 6.49 (d, J = 8.4 Hz, 1H), 4.01 (s, 3H), 2.53 (s, 3H).
[00464] b) (5-Methoxy-2-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine:
The title compound was prepared by a procedure similar to that of Example 56b as white solid: 1H NMR (CDC13) 7.51 (t, J = 8.4 Hz, 1H), 7.35 (dd, J = 0.9, 8.4 Hz, 1H), 6.85-6.80 (m, 2H), 6.85-6.72 (m, 2H), 6.56 (dd, J = 0.9, 7.8 Hz, 1H), 3.75 (s, 3H), 3.60 (s, 3H), 3.25 (s, 3H), 2.68 (s, 3H).

(4-Methoxy-phenyl)-(2-methyl-pyrido[2,3-d]pyrimidin-4-yl)-methyl-amine [00465] a) 2-Methyl-pyrido[2,3-d]pyrimidin-4-ol: To a solution of 2-amino-nicotinic acid (277 mg, 2 mmol), 4-N,N dimethylaminopyridine (20 mg, 0.16 mmol), triethylamine (1.1 mL, 7.9 mmol) in DMF (2 mL) was added acetyl chloride (0.35 mL, 4.9 mmol) slowly at 0 °C under argon. The white precipitate was formed immediately. The mixture was then heated at 90 °C for 3.5 h, then ammonium acetate (0.601 g, 7.8 mmol) was added. The mixture was stirred for 1 h, cooled to rt and diluted with water (20 mL). It was extracted with EtOAc (2x50 mL), and the extracts were dried over MgS04, and evaporated. The crude was purified by column chromatography (Si02, EtOAc:MeOH/0-10%) to give an off white solid (47 mg, 16%): 1H NMR (DMSO-d6) 11.40 (s, 1H), 9.01 (dd, J = 2.1, 4.8 Hz, 1H), 8.61 (dd, J
= 2.4, 8.1 Hz, 1 H), 7.44 (dd, J = 4.8, 8.1 Hz, 1 H), 2.66 (s, 3H).
[00466] b) (4-Methoxy-phenyl)-(2-methyl-pyrido[2,3-d]pyrimidin-4-yl)-methyl-amine: To a solution of 2-methyl-pyrido[2,3-d]pyrimidin-4-of (47 mg, 0.32 mmol) in toluene (2 mL) was added phosphorus oxychloride (0.05 mL, 0.55 mmol) and diisopropylethyl amine (0.12 mL, 0.69 mmol). The solution was stirred at rt for 25 h, then (4-methoxy-phenyl)-methylamine (45 mg, 0.33 mmol) was added. The reaction mixture was stirred at rt for 22 h. The solvent was evaporated and the crude was purified by column chromatography (Si02, EtOAc:hexanes/30-100%). The product was collected as an off white solid (6 mg, 7%): 'H NMR (CDCI3) 8.22 (dd, J =
2.1, 4.5 Hz, 1H), 7.24 (d, J = 2.1 Hz, 1H), 7.15-7.10 (m, 2H), 6.96-6.92 (m, 2H), 6.88 (dd, J = 4.2, 8.4 Hz, 1H), 3.85 (s, 3H), 3.60 (s, 3H), 2.05 (s, 3H).

(4-Hydroxy-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine [00467] To a solution of (4-methoxy-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine hydrochloride salt (106 mg, 0.336 mmol) in dichloromethane (10 mL) at -°C was added slowly boron tribromide (1M in CHZC12, 0.75 mL) under argon. The cold bath was removed and the reaction mixture was allowed to warm up slowly to °C in 1.5 h. The reaction mixture was quenched with water (10 mL), basified with 2NNaOH to pH = 10, and extracted with EtOAc (2x25 mL). The EtOAc extracts were dried and evaporated to give a light brown residue. The crude was purified by column chromatography (Si02, EtOAc:hexanes/15-50%) to give the product as a white solid, which was further purified by recrystallization from MeOH: 1H NMR
(acetone-db) 8.74 (s, 1H), 7.75 (m, 1H), 7.67 (m, 1H), 7.20-7.18 (m, 3H), 7.12 (m, 1H), 7.04-6.99 (m, 2H), 3.64 (s, 3H), 2.79 (s, 3H).

(2-Chloro-quinazolin-4-yl)-(4-ethoxy-phenyl)-amine [00468] The title compound was prepared from 2,4-dichloroquinazoline and 4-ethoxyaniline by a procedure similar to example 28 (32%). 1H NMR (CDC13): 7.81 (m, 1H), 7.65 (m, 1H), 7.32 (m, 2H), 7.03 (m, 1H), 6.73 (m, 3H), 4.09 (q, J =
7.2, 2H), 1.49 (t, J= 7.2, 3H).

I

H.N I ~ N
~~ N
N
(2-Methyl-quinazolin-4-yl)-(6-methoxy-pyridin-3-yl)-amine [00469] The title compound was prepared from 4-chloro-2-methylquinazoline and amino-5-methoxypyridine by a procedure similar to example 28 (32%). 1H NMR
(CDCl3): 8.51 (d, J= 1.8, 1H), 8.12 (m, 1H), 7.72 - 7.89 (m, 3H), 7.49 (m, 2H), 6.81 (d, J= 8.7, 1H), 3.89 (s, 3H), 2.68 (s, 3H).

(2-Fluoro-4-methoxy-phenyl)-(2-methyl-quinazolin-4-yl)-amine [00470] The title compound was prepared from 4-chloro-2-methylquinazoline and fluoro-4-methoxyaniline by a procedure similar to example 28 (79%). 'H NMR
(CDCl3): 8.54 (m, 1H), 7.83 (m, 2H), 7.65 (m, 1H), 7.50 (m, 1H), 7.47 (s, broad, 1H), 6.74 - 6.81 (m, 2H), 3.83 (s, 3H), 2.70 (s, 3H).

~c~
\ o ~c~N ~ i \ \N CI
(2-Chloro-quinazolin-4-yl)-(4-ethoxy-phenyl)-methylamine [00471] The title compound was prepared from (2-chloro-quinazolin-4-yl)-(4-ethoxy-phenyl)-amine by a procedure similar to example 36 (28%). 'H NMR (CDCI3): 7.73 (m, 1H), 7.55 (m, 1H), 7.12 (m, 2H), 7.00 (m, 1H), 6.93 (m, 3H), 4.07 (q, J =
7.2, 2H), 3.61 (s, 3H), 1.46 (t, J= 7.2, 3H).

(2-Methyl-quinazolin-4-yl)-(6-methoxy-pyridin-3-yl)-methyl-amine [00472] The title compound was prepared from (2-methyl-quinazolin-4-yl)-(6-methoxy-pyridin-3-yl)-amine by a procedure similar to example 36 (28%). 1H NMR
(CDC13): 8.03 (d, J= 2.7, 1H), 7.77 (m, 1H), 7.56 (ddd, J= 8.1, 6.3, 1.8, 1H), 7.38 (dd, J= 8.7, 3-0, 1H), 7.01 (m, 2H), 6.76 (d, J= 9.0, 1H), 3.96 (s, 3H), 3.59 (s, 3H), 2.73 (s, 3H).

O
(2-Fluoro-4-methoxy-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine [00473] The title compound was prepared from (2-methyl-quinazolin-4-yl)-(2-fluoro-4-methoxy-phenyl)-amine by a procedure similar to example 36 (51%). 'H NMR
(CDC13): 7.76 (d, .J= 8.1, 1H), 7.55 (ddd, .l= 8.1, 6.3, 1.8, 1H), 6.98 - 7.11 (m, 3H), 6.66 - 6.76 (m, 2H), 3.83 (s, 3H), 3.54 (s, 3H), 2.73 (s, 3H).

(2-Methyl-quinazolin-4-yl)-(4-nitro-phenyl)-methyl-amine [00474] To a solution of 4-chloro-2-methylquinazoline (1.4 g, 7.84 mmol) and (4-nitro-phenyl)-methylamine (1.09 g, 7.16 mmol) in 20 mL of dimethylformamide cooled to 0 °C was added sodium hydride (0.6 g, 60 oil suspension, 1 S
mmol). The reaction mixture was stirred at 0 °C for 1 h and quenched by adding 200 uL of water.
It was diluted with 150 mL of ethyl acetate, washed with water (100 mL x 3), saturated NaCI, dried over anhydrous MgS04, filtered and concentrated. The residue was purified by chromatography (30% ethyl acetate/hexanes) to give the title compound (1.41 g, 4.78 mmol, 67%). 'H NMR (CDC13): 8.14 (m, 2H), 7.91 (m, 1H), 7.71 (ddd, J = 8.4, 6.6, 1.8, 1H), 7.19 - 7.32 (m, 2H), 7.05 (m, 2H), 3.76 (s, 3H), 2.82 (s, 3H).

H3CwN ~ /
/ ~ ~N
\ \N- 'CH3 (4-Amino-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine [00475] A mixture of (2-methyl-quinazolin-4-yl)-(4-nitro-phenyl)-methylamine (200 mg, 0.68 mmol) in 25 mL of ethyl acetate was hydrogenated over Palladium on carbon (70 mg) at 50 psi for 4 h, and the reaction mixture was filtered through a pad of celite and concentrated. The resulting crude product was purified by chromatography (5O% ethyl acetate/hexane) to obtain the title compound (140 mg, 78%). 1H NMR (CDC13): 7.71 (m, 1H), 7.51 (ddd, J = 8.4, 6.9, 1.5, 1H), 7.09 (m, 1H), 6.93 - 7.05 (m, 3H), 6.68 (m, 2H), 3.74 (s, broad, 2H), 3.56 (s, 3H), 2.71 (s, 3H).

,;N
N ~N
(4-Azido-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine [00476] To a solution of (2-methyl-quinazolin-4-yl)-(4-amino-phenyl)-methylamine (20 mg, 0.076 mmol) in 1.2 mL of 1N HCl was added 100 uL of methanol and it was cooled 0 °C. One drop of concentrated HCI was added and the solution was stirred at 0 °C for 0.25 h. To the solution was added dropwise a solution of sodium nitrite (25 mg, 0.36 mmol) in 200 uL of water. The reaction mixture was stirred for 0.5 h, then was added a solution of sodium azide (25 mg, 0.38 mmol) in 300 uL of water followed by another batch of sodium azide (25 mg, 0.38 mmol). The reaction mixture was stirred at the 0 °C for 1 h. The reaction mixture was diluted with 50 mL
of ethyl acetate, washed with saturated sodium bicarbonate followed by saturated sodium chloride. The organic layer was dried over anhydrous Na2SOa, filtered and concentrated. The residue was purified by column chromatography (20 - 25%
ethyl acetatelhexanes) on silica gel to give the title compound (19.8 mg, 0.068 mmol, 90%). 'H NMR (CDC13): 7.76 (m, 1H), 7.56 (ddd, J = 8.1, 6.3, 1.8, 1H), 7.13 (m, 2H), 6.98 - 7.13 (m, 4H), 3.61 (s, 3H), 2.74 (s, 3H).

(4-Amino-2,6-dibromo-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine and (4-Amino-2-bromo-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine [00477] To a mixture of (2-methyl-quinazolin-4-yl)-(4-amino-phenyl)-methylamine (53 mg, 0.20 mmol) in 1.8 mL of glacial acetic acid cooled at 12 °C was added dropwise a solution of Bromine (64 mg, 0.40 mmol) in 1 mL of glacial acetic acid.
The mixture was stirred for 1 min and the reaction mixture was quenched by adding 1 mL of saturated sodium thiosulfate. The reaction mixture was diluted with 50 mL

of ethyl acetate, and the organic layer was washed with saturated sodium bicarbonate. The organic layer was dried over anhydrous MgS04, filtered and concentrated. The residue was purified by chromatography (25 - 30% ethyl acetate/hexanes) to give the two compounds. (2-Methyl-quinazolin-4-yl)-(4-amino-2,6-dibromo-phenyl)-methyl-amine (17.5 mg, 0.041 mmol, 21%). 'H NMR
(CDC13): 7.78 (m, 1H), 7.58 (ddd, J= 8.1, 6.6, 1.2, 1H), 7.24 - 7.27 (m, 2H), 7.15 -7.19 (m, 1H), 7.09 (m, 1H), 4.62 (s, broad, 2H), 3.54 (s, 3H), 2.72 (s, 3H) and (2-methyl-quinazolin-4-yl)-(4-amino-2-bromo-phenyl)-methyl-amine. (15 mg, 0.045 mmol, 22%). 'H NMR (CDC13): 7.75 (m, 1H), 7.55 (ddd, J= 8.4, 6.9, 1.5, 1H), 7.31 (d, J = 2.7, 1 H), 7.13 (m, 1 H), 7.03 (ddd, J = 8.1, 6. 9, 1.2, 1 H), 6.91 (dd, J = 8.1, 2.1, 1H), 6.74 (d, J= 8.7, 1H), 4.18 (s, broad, 2H), 3.55 (s, 3H), 2.72 (s, 3H).

Ha N\C~
~C~N I /
/ ~ ~N
\N"CH3 (4-Dimethylamino-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine [00478] To a solution of (2-methyl-quinazolin-4-yl)-(4-amino-phenyl)-methylamine (14 mg, mmol) in 1.5 mL of 37% aqoues formaldehyde solution and 10 uL of glacial acetic was added Sodium cyanoborohydride (15 mg, 0.24 mmol) and the mixture was stirred at room temperature for 2 h. The reaction mixture was quenched by adding SO uL of 1N HCI. It was diluted with SO mL of ethyl acetate, washed with saturated sodium bicarbonate, and followed by saturated sodium chloride. The organic layer was dried over anhydrous Na2S04, filtered and concentrated. The residue was purified by column chromatography (25% ethyl acetatelhexanes) on silica gel to give the title compound (12.4 mg, 0.042 mmol, 80%). 'H NMR
(CDC13): 7.71 (m, 1H), 7.50 (ddd, J = 8.4, 6.9, 1.5, 1H), 7.03 - 7.09 (m, 3H), 6.95 (ddd, J= 8.1, 6.6, 0.9, 1H), 6.70 (m, 2H), 3.57 (s, 3H), 2.99 (s, 6H), 2.71 (s, 3H).

(4-Ethoxy-phenyl)-(2-methyl-quinazolin-4-yl)-amine [00479] The title compound was prepared from 4-chloro-2-methylquinazoline and ethoxyaniline by a procedure similar to example 28 (93%). 'H NMR (CDC13): 7.83 (m, 1 H), 7.81 (m, 1 H), 7.42 (m, 1 H), 7.65 - 7.71 (m, 2H), 7.46 (ddd, J =
8.4, 6.9, 1. S, 1H), 7.37 (s, broad, 1H), 6.92 - 6.97 (m, 2H), 4.06 (q, J= 6.9, 2H), 2.68 (s, 3H), 1.43 (t, J= 6.9, 3H).

(4-Ethoxy-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine [00480] The title compound was prepared from (2-methyl-quinazolin-4-yl)-(4-ethoxy-phenyl)-amine by a procedure similar to example 36 (67%). 'H NMR (CDC13): 7.71 - 7.74 (m, 1H), 7.51 (ddd, J= 8.1, 6.6, 1.5, 1H), 7.09 (m, 2H), 6.95 - 7.04 (m, 2H), 6.86 - 6.92 (m, 2H), 4.04 (q, J= 6.9, 2H), 3.58 (s, 3H), 2.72 (s, 3H), 1.44 (t, J= 6.9, 3H).

(4-Methoxy-phenyl-2,3,5,6-d4)-(2-methyl-quinazolin-4-yl)-methyl-amine [00481] a) (4-Methoxy-phenyl-2,3,5,6-d4)-methylacetamide. To a solution of (4-hydroxy-phenyl-2,3,5,6-d4)-acetamide (0.410 g, 2.46 mmol) in 15 mL of dimethylformamide was added methyl iodide (1 mL, 16.1 mmol) and the solution was cooled to 0 °C, then sodium hydride (0.25 g, 60% oil suspension, 6.3 mmol) was added, and the mixture was stirred for 2 h at 0 °C. The reaction mixture was quenched by addition of 100 uL of water, and diluted with 100 mL of ethyl acetate.
It was washed with water (100 mL x 3), saturated NaCI, dried over anhydrous MgS04, filtered and concentrated. The residue was purified by chromatography (50% ethyl acetate/hexanes) to give the title compound (0.380 g, 1.93 mmol, 78%).
1H NMR (CDC13): 3.83 (s, 3H), 3.23 (s, 3H), 1.86 (s, 3H).
[00482] b) (4-Methoxy-phenyl-2,3,5,6-d~)-methylamine. A mixture of (4-methoxy-phenyl-2,3,5,6-d4)-methylacetamide (280 mg, 1.41 mmol) in 15 mL of 2N HCl was refluxed for 4 h. The reaction mixture was cooled to 0 °C, basified using cold 2N
NaOH and extracted with ethyl acetate (SO mL x 2). The combined organic extracts were washed with saturated NaCI, dried over anhydrous MgS04, filtered and concentrated. The residue was purified by chromatography (20% ethyl acetate/hexanes) to give the title compound (199 mg, 1.28 mmol, 90%). 1H NMR
(CDC13): 3.75 (s, 3H), 3.22 (s, broad, 1H), 2.80 (s, 3H).
[00483] c) (4-Methoxy-phenyl-2,3,5,6-d4)-(2-methyl-quinazolin-4-yl)-methyl-amine.
The title compound was prepared from 4-chloro-2-methylquinazoline and (4-methoxy-phenyl-2,3,5,6-d4)-methylamine by a procedure similar to example 28 (65%). 'H NMR (CDCl3): 7.73 (m, 1H), 7.52 (ddd, J= 8.4, 6.3, 1.8, 1H), 6.93 -7.03 (m, 2H), 3.84 (s, 3H), 3.59 (s, 3H), 2.71 (s, 3H).

(4-Methoxy-phenyl)-(2-methyl-6-nitro-quinazolin-4-yl)-methyl-amine [00484] a) 2-Methyl-6-nitro-4H-benzo[d][1,3]oxazin-4-one. A mixture of 2-amino-nitrobenzoic acid (2.0 g, 10.9 mmol) in 20 mL of acetic anhydride was refluxed for 2 h. The reaction mixture was cooled to room temperature and the resulting precipitate was collected and washed with cold diethylether and dried under vacuum to obtain the title compound (1.45 g, 7.01 mmol, 64%). 1H NMR (CDC13): 9.05 (d, J = 2.4, 1 H), 8.61 (dd, J = 9.0, 2.7, 1 H), 7.71 (d, J = 7.9, 1 H), 2. S S (s, 3H).
[00485] b) 2-Methyl-6-nitro-quinazoline-4-one. A solution of 2-methyl-6-nitro-benzo[d][1,3]oxazin-4-one (200 mg, 0.97 mmol) in a solution of ammonia in dioxane (0.5 M, 2.5 mL, 1.25 mmol) was heated at 70 °C for 4 h in a sealed tube. The reaction mixture was cooled to room temperature, and the resulting precipitate was collected and washed with cold diethylether and dried. The crude product was used for the next step.
[00486] c) 4-Chloro-2-methyl-6-nitro-quinazoline. A mixture of 2-methyl-6-nitro-quinazoline-4-one (100 mg, 0.49 mmol) and diisopropylethylamine (250 uL) in 3 mL
of toluene was heated to 120 °C for 1 h, then phosphorylchloride (50 uL, 0.54 mmol) was added and the mixture was heated at 80 °C for 3 h. The reaction mixture was cooled to room temperature and poured into ice (about 15 g), basified with saturated NaHC03 and extracted with 75 mL of ethyl acetate. The organic layer was washed with water (50 mL), 1N citric acid (50 mL), water (50 mL) and saturated NaCI, dried over anhydrous NazS04, filtered and concentrated. The residue was purified by column chromatography (15% ethyl acetate/hexanes) on silica gel to give the title compound (65.5 mg, 0.29 mmol, 60%). 'H NMR (CDC13): 9.17 (d, J = 2.4, 1H), 8.69 (dd, J= 9.3, 2.4, 1H), 8.13 (d, J= 9.3, 1H), 2.93 (s, 3H).

[00487] d) (4-Methoxy-phenyl)-(2-methyl-6-nitro-quinazolin-4-yl)-methyl-amine.
The title compound was prepared from 4-chloro-2-methyl-6-nitro-quinazoline and (4-methoxy-phenyl)-methylamine by a procedure similar to example 28 (87%
yield).
' H NMR (CDC13): 8.27 (dd, J = 9.3, 2.7, 1 H), 7.82 (d, J = 2.4, 1 H), 7.75 (d, J = 9.0, 1H), 7.18 (m, 2H), 7.01 (m, 1H), 3.88 (s, 3H), 3.65 (s, 3H), 2.73 (s, 3H).

(6-Amino-2-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine [00488] The title compound was prepared from (4-methoxy-phenyl)-(2-methyl-6-nitro-quinazolin-4-yl)-methyl-amine by a procedure as described in example 101 (70%). 1H NMR (CDC13): 7.59 (d, J= 9.0, 1H), 7.07 (m, 2H), 6.99 (dd, J= 8.7, 2.4, 1H), 6.88 (m, 2H), 6.16 (d, J = 2.1, 1H), 3.48 (s, broad, 2H), 3.82 (s, 3H), 3.55 (s, 3H), 2.68 (s, 3H).

~CH3 (6-Azido-2-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine [00489] The title compound was prepared from (6-amino-2-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine by a procedure described for example 102 (83%).
1H NMR (CDC13): 7.69 (d, J= 9.0, 1H), 7.10 - 7.18 (m, 3H), 6.95 (m, 2H), 6.62 (d, J
= 2.4, 1H), 3.84 (s, 3H), 3.59 (s, 3H), 2.70 (s, 3H).

o, (4-Methoxy-phenyl)-methyl-(2-methyl-7-nitro-quinazolin-4-yl)-amine [00490] The title compound was prepared from 2-amino-4-nitrobenzoic acid by a procedure similar to example 109. 1H NMR (CDC13): 8.56 (d, J= 2.4, 1H), 7.68 (dd, J= 9.3, 2.7, 1H), 7.08 - 7.14 (m, 3H), 6.92 - 6.97 (m, 2H), 3.86 (s, 3H), 3.61 (s, 3H), 2.73 (s, 3H).

o~
~N I /
~~N
N ~ ~N
(7-Amino-2-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine [00491] The title compound was prepared from (4-methoxy-phenyl)-(2-methyl-7-nitro-quinazolin-4-yl)-methyl-amine by a procedure as described in example 101. 'H
NMR (CDC13/d4-methanol): 7.11 - 7.15 (m, 2H), 6.93 - 6.96 (m, 2H), 6.86 (m, 1H), 6.63 (d, J= 9.3, 1H), 6.35 (dd, J= 9.3, 2.4, 1H), 3.86 (s, 3H), 3.60 (s, 3H), 2.65 (s, 3H).

o~
wN
~~N
..N N
N~
(7-Azido-2-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine [00492] The title compound was prepared from (7-amino-2-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine by a procedure as described for example 102.

NMR (CDC13): 7.36 (d, J= 2.4, 1H), 7.08 - 7.13 (m, 2H), 6.88 - 6.96 (m, 3H), 6.59 (dd, J= 9.0, 2.4, 1H), 3.84 (s, 3H), 3.57 (s, 3H), 2.69 (s, 3H).

I

~. N &
~ N
N
(3, 5-Dibromo-4-methoxy-phenyl)-(2-methyl-6-nitro-quinazolin-4-yl)-methyl-amore [00493] a) N-(3,5-dibromo-4-hydroxyphenyl)acetamide: To a solution of N-(4-hydroxyphenyl)acetamide (0.50 g, 3.03 mmol) in glacial acetic acid (1 mL), methanol (1 mL) and methylene chloride (5 mL) cooled at 0 °C was added a solution of bromine (1 g, 6.25 mmol) in 1 mL of glacial acetic acid, and the mixtute was stirred at 0 °C for 2 h. Additional bromine (1 g, 6.25 mmol) in 1 mL of glacial acetic acid was added and the mixture was stirred for 0.75 h at 0 °C. The reaction mixture was diluted with 100 mL of ethyl acetate, washed with 1M Na2S03 (100 mL), water, half saturated NaHC03 (100 mL) and saturated NaCI (100 mL). The organic layer was dried over Na2S04, filtered and concentrated. The crude product was purified by column chromatography (40-45% ethyl acetate/hexanes) on silica gel to give the title compound (0.52 g, 1.61 mmol, 53%). 'H NMR (CDC13): 9.96 (s, broad, 1H), 9.64 (s, broad, 1H), 7.77 (s, 2H), 2.01 (s, 3H).
[00494] b) N-(3,5-dibromo-4-methoxyphenyl)-N-methylacetamide: The title compound was prepared from N-(3,5-dibromo-4-hydroxyphenyl)acetamide (510 mg, 1.58 mmol) by a procedure similar to Example 108a (460 mg, 1.36 mmol, 86%). 1H
NMR (CDC13): 7.39 (s, 2H), 3.92 (s, 3H), 3.22 (s, 3H), 1.92 (s, 3H).
[00495] c) (3,5-dibromo-4-methoxy-phenyl)-rnethylamine: The title compound was prepared from N-(3,5-dibromo-4-methoxyphenyl)-N-methylacetamide (426 mg, 1.26 mmol) by a procedure similar to Example 108b (323 mg, 1.09 mmol, 87%). 1H
NMR (CDC13): 6.72 (s, 2H), 3.80 (s, 3H), 3.67 (s, broad, 1H), 2.78 (d, J= 5.1, 3H).
[00496] d) (3,5-Dibromo-4-methoxy-phenyl)-(2-methyl-6-nitro-quinazolin-4-yl)-methyl-amine. The title compound was prepared from 4-chloro-2-methyl-5-nitroquinazoline and (3,5-dibromo-4-methoxy-phenyl)-methylamine by a procedure similar to example 28 (61% yield). 1H NMR (CDCl3): 8.35 (dd, J= 9.3, 2.4, 1H), 7.86 (d, J= 2.1, 1H), 7.84 (d, J= 9.0, 1H), 7.47 (m, 1H), ?.44 (s, 2H), 3.98 (s, 3H), 3.66 (s, 3H), 2.75 (s, 3H).

4-(N-Methyl-N-(2-methylquinazolin-4-yl)amino)benzoic Acid [00497] The title compound was prepared from 4-chloro-2-methylquinazoline and (methylamino)benzoic acid by a procedure described for example 1b. 1H NMR
(CDCl3): 8.42 - 8.39 (m, 1H), 8.28 (m, 2H), 7.84 (m, 1H), 7.45 (m, 2H), 7.37 (m, 1H), 7.22 (m, 1H), 6.84 (d, J=1H, 8.4), 3.91 (s, 3H), 3.01 (s, 3H).

Ethyl 4-(N-(4-Methoxy-phenyl)-N-methylamino)quinazoline-2-carboxylate [00498] The title compound was prepared from ethyl 4-chloroquinazoline-2-carboxylate and (4-methoxy-phenyl)-methylamine by using the procedure described for example 1b. 1H NMR (CDCl3): 7.98 - 8.02 (m, 1H), 7.61 (ddd, J= 1H, 8.1, 6.9, 1.5), 7.08 - 7.17 (m, 3H), 7.01 - 7.05 (m, 1H), 6.91 - 6.96 (m, 2H), 4.56 (q, J= 2H, 7.2), 3.84 (s, 3H), 3.71 (s, 3H), 1.50 (t, J= 2H, 7.2).

4-(N-(4-Methoxy-phenyl)-N-methylamino)quinazoline-2-carboxylic Acid [00499] A mixture of ethyl 4-(N-(4-methoxy-phenyl)-N-methylamino)quinazoline-2-carboxylate (560 mg, 1.66 mmol) and sodium hydroxide (126 mg, 3.15 mmol) in 25 mL of methanol and water (1:3) was stirred at room temperature for 5 h. The solvents were removed under vaccum, and the residue was dissolved in 50 mL of water and acidified to pH 3. The white precipitate was collected and washed with water and dried (380 mg, 1.23 mmol, 74%). 1H NMR (CDC13): 8.02 - 8.05 (m, 1H), 7.68 (ddd, J= 1H, 8.4, 6.9, 1.5), 7.14 - 7.20 (m, 3H), 7.02 - 7.05 (m, 1H), 6.94 -6.99 (m, 2H), 3.87 (s, 3H), 3.74 (s, 3H).

Succinimidyl 4-(N-Methyl-N-(2-methylquinazolin-4-yl)amino)benzoic Acid Ester [00500] A solution of 4-(N-methyl-N-(2-methylquinazolin-4-yl)amino)benzoic acid (250 mg, 0.852 mmol), N-hydroxysuccinimide (75 mg, 0.653 mmol) and dicyclohexylcarbodiimide (135 mg, 0.653 mmol) in 50 mL of methylene chloride was refluxed overnight. The reaction mixture was cooled to room temperature and diluted with 100 mL of ethyl acetate, washed with water (3 x 100 mL), saturated NaCI and the organic layer was dried over Na2S04, filtered and concentrated.
The crude product was purified by chromatography (75% ethyl acetate/hexanes) on silica gel to give the title compound (170 mg, 0.435 mmol, 51%). 'H NMR (CDC13): 8.06 (m, 2H), 7.95 (m, 1H), 7.71 (m, 1H), 7.11 - 7.22 (m, 4H), 3.76 (s, 3H), 2.84 (s, 3H), 2.81 - 2.92 (m, 4H).

I

\N I /
/ / N
I
N~S~
(2-Methylthio-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine [00501] A mixture of (2-chloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine (150 mg, 0.5 mmol), sodium methanethiolate (105 mg, 1.5 mmol) in 5 mL of solvent (THF:MeOH:water = 3:1:1) was stirred at 70°C for 4 h. The reaction mixture was diluted with 30 mL of ethyl acetate and it was washed with brine, dried over anhydrous Na2S04, filtered and concentrated. The crude product was purified by chromatography on silica gel with acetate and hexane (1:5) as eluent, yielding 11 mg of title compound (7%). 'H NMR (CDC13): 7.65 (d, J = 8.4 Hz, 1H), 7.51-7.45 (m, 1H), 7.14-7.10 (m, 2H), 6.93-6.89 (m, 4H), 3.84 (s, 3H), 3.58 (s, 3H), 2.67 (s, 3H).

I
\N I /
/ /~N
N~N: , N. _ 'N
(2-Azido-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine [00502] The title compound was prepared from (2-chloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine (150 mg, 0.5 mmol), sodium azide (97.5 mg, 1.5 mmol) in 5 mL of solvent (THF:MeOH:water = 3:1:1) by a procedure similar to that of example 120 (4 %). 'H NMR (CDC13): 8.45 (d, J = 8.4 Hz, 1H), 7.78-7.72 (m, 1H), 7.27-7.22 (m, 2H), 7.19-7.14 (m, 2H), 6.95 (d, J = 8.7 Hz, 2H), 3.86 (s, 3H), 3.69 (s, 3H).

I
\ o \N I /
/ /~N
\ ~N~ N/
I
(2-Dimethylamino-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine [00503] A mixture of (2-chloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine (150 mg, 0.5 mmol), 2.0 M dimethylamine in methanol (2.0 ml, 4 mmol) in a sealed tube was stirred at 70-80 °C overnight. The mixture was filled and the filtration was concentrated by vacuum. The residue was extracted with ethyl acetate and was washed with brine, dried over anhydrous NaZS04, filtered and concentrated. The crude product was purified by chromatography on silica gel with acetate and hexane (1:9) as eluent, yielding 128 mg of title compound (83 %). 'H NMR (CDC13):
7.44 (d, J = 7.8 Hz, 1H), 7.36-7.30 (m, 1H), 7.11-7.08 (m, 2H), 6.90-6.85 (m, 3H), 6.65-6.59 (m, 1H), 3.82 (s, 3H), 3.51 (s, 3H), 3.30 (s, 6H).

I

\N I /
/ /~N
\ 'N~N~
H
(2-Methylamino-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine (00504] The title compound was prepared from (2-chloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine (150 mg, 0.5 mmol), 2.0 M methylamine in THF
(2.0 ml, 4 mmol) by a procedure similar to that of example 122 (53.7 %). 'H
NMR
(CDC13): 7.45 (d, J = 7.8 Hz, 1H), 7.39-7.33 (m, 1H), 7.11-7.07 (m, 2H), 6.90-6.87 (m, 3H), 6.69-6.64 (m, 1H), 4.95 (brs, 1H), 3.82 (s, 3H), 3.50 (s, 3H), 3.11 (d, J = 5.1 Hz, 3H).

F
N
/ / ~N
N
(4-Fluoro-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine The title compound was prepared from 4-chloro-2-methyl-quinazoline (178.6 mg, 1.0 mmol) and (4-fluoro-phenyl)-methyl-amine (125 mg, 2.52 mmol) by a procedure similar to example 28 (46.8 %). 1H NMR (CDC13): 7.76 (dd, J = 0.9 Hz, J
= 8.3 Hz, 1H), 7.58-7.52 (m,lH), 7.16-7.00 (m, 6H), 3.60 (s, 3H), 2.73 (s, 3H), N~ ~ O
\N I /
/ ~N
\N_ (6-Methoxy-pyridazin-3-yl)-(2-methyl-quinazolin-4-yl)-methyl-amine [00505] a) 3-Amino-6-methoxy-pyridazine: A mixture of 3-amino-6-chloro-pyridazine (500 mg, 3.86 mmol), sodium methoxide (1.0 ml, 4.4 mmol, 25 % w/w) and copper powder (331 mg, 5.17 mmol) in methanol (3 ml) was heated in a sealed tube at 160 °C for 24 h. After cooling, the reaction mixture was diluted with methanol ( 10 ml) and filtered, and the filtrate was concentrated by vacuum.
The residue was purified by chromatography on silica gel with acetate and hexane (1:2) as eluent, yielding 413 mg of title compound (85.7 %). 'H NMR (CDC13): 6.81 (m, 2H), 4.62 (brs, 2H), 4.00 (s, 3H).
[00506] b) (6-Methoxy-pyridazin-3-yl)-methyl-amine: To a solution of 3-amino-6-methoxy-pyridazine (90 mg, 0.72 mmol) in THF (2 ml) at 0 °C was added sodium hydride (44 mg, 1.08 mmol, 60 % oil dispersion), followed by methyl iodide (0.07 ml, 1.08 mmol). The mixture was stirred at 0 °C for 1 h, then allowed to warm to room temperature and stirred for another 2 h. The reaction mixture was diluted with EtOAc (10 ml), washed with saturated NaHC03 aq., brine, dried over Na2S04, filtered and concentrated by vacuum. The residue was purified by chromatography on silica gel with acetate and hexane (1:2 to 1:1) as eluent, yielding 6.0 mg of title compound (6.0 %). 'H NMR (CDC13): 6.79 (d, J = 9.0 Hz, 1H), 6.68 (d, J = 10.5 Hz, 1H), 4.29 (brs, 1H), 4.01 (s, 3H), 3.01 (d, J = 4.8 Hz, 3H).
[00507] c) (6-Methoxy-pyridazin-3-yl)-(2-methyl-quinazolin-4-yl)-methyl-amine:
To a solution of (6-methoxy-pyridazin-3-yl)-methyl-amine (10 mg, 0.072 mmol) in DMF (1 ml) at 0 °C was added sodium hydride (4.3 mg, 0.11 mmol, 60 % oil dispersion), followed by 4-chloro-2-methyl-quinazoline (12.9 mg, 0.072 mmol).
The mixture was stirred at 0 °C for 1 h, then allowed to warm to room temperature and stirred for another 2 h. The reaction mixture was diluted with EtOAc (10 ml), washed with saturated NaHC03 aq., brine, dried over Na2S04, filtered and concentrated by vacuum. The residue was purified by chromatography on silica gel with acetate and hexane (1:2 to 1:1) as eluent, yielding 2.0 mg of title compound (10 %). 'H
NMR
(CDC13): 7.90 (d, J = 8.1 Hz, 1H), 7.73 (t, J = 8.4 Hz, 1H), 7.48 (d, J = 8.7 Hz, 1H), 7.34-7.31 (m, 1H), 6.94 (d, J = 9.3 Hz, 1H), 6.81 (d, J = 9.6 Hz, 1H), 4.12 (s, 3H), 3.85 (s, 3H), 2.78 (s, 3H).

i~ /O
\N~N
~ ~N
N

(S-Methoxy-pyrazin-2-yl)-(2-methyl-quinazolin-4-yl)-methyl-amine [00508] a) 2-Amino-S-methoxy-pyrazine: The title compound was prepared from 2-amino-5-bromo-pyrazine (500 mg, 2.87 mmol) and sodium methoxide (1.0 ml, 4.4 mmol, 25 % w/w) by a procedure similar to example 125a (29 %). 'H NMR (CDC13):
7.76 (s, 1H), 7.56 (s, 1H), 4.20 (brs, 2H), 3.88 (s, 3H).
[00509] b) (5-Methoxy-pyrazin-2-yl)-(2-methyl-quinazolin-4-yl)-amine: The title compound was prepared from 2-amino-5-methoxy-pyrazine (105 mg, 0.84 mmol) and 4-chloro-2-methyl-quinazoline (150 mg, 0.84 mmol) by a procedure similar to example 125c, yielding 106 mg of the title product.
[00510] c) (5-Methoxy-pyrazin-2-yl)-(2-methyl-quinazolin-4-yl)-methyl-amine:
The title compound was prepared from (S-methoxy-pyrazin-2-yl)-(2-methyl-quinazolin-4-yl)-amine (106 mg, 0.40 mmol) by a procedure similar to example 36 (56 %).
'H
NMR (CDC13): 8.06 (d, J = 1.2 Hz, 1H), 7.85-7.81 (m, 1H), 7.74 (d, J = 1.5 Hz, 1H), 7.65-7.60 (m, 1H), 7.17-7.05 (m, 2H), 3.94 (s, 3H), 3.70 (s, 3H), 2.78 (s, 3H).

OH
HN
~ ~N
N
(4-hydroxy-phenyl)-(2-methyl-quinazolin-4-yl)-amine [00511] The title compound was prepared from 4-chloro-2-methyl-quinazoline (818 mg, 4.58 mmol), 4-hydroxy-aniline (500 mg, 4.58 mmol) by a procedure similar to example 1b to give 498 mg (43 %) of off white solids. 'H NMR (DMSO-d6): 9.51 (s, 1 H), 9.34 (s, 1 H), 8.44 (d, J = 7.8 Hz, 1 H), 7.77 (t, J = 8.4 Hz, 1 H), 7.67-7.48 (m, 4H), 6.79 (d, J = 7.8 Hz, 2H), 2.45 (s, 3H).

N O
\N I /
/ / ~N
\N~N~
(2-Dimethylamino-quinazolin-4-yl)-(6-methoxy-pyridin-3-yl)-methyl-amine [00512] The title compound was prepared from (2-chloro-quinazolin-4-yl)-(6-methoxy-pyridin-3-yl)-methyl-amine (69 mg, 0.23 mmol) and 2.0 M dimethylamine in methanol (4 ml, 8 mmol) by a procedure similar to example 122 (S1 %). 'H
NMR
(CDC13): 8.02 (d, J = 2.7 Hz, 1H), 7.47 (d, J = 8.1 Hz, 1H), 7.38-7.34 (m, 2H), 6.93 (d, J = 8.4 Hz, 1H), 6.75-6.66 (m, 2H), 3.94 (s, 3H), 3.51 (s, 3H), 3.30 (s, 6H).
(2-Methylamino-quinazolin-4-yl)-(6-methoxy-pyridin-3-yl)-methyl-amine [00513] The title compound was prepared from (2-chloro-quinazolin-4-yl)-(6-methoxy-pyridin-3-yl)-methyl-amine (69 mg, 0.23 mmol) and 2.0 M methylamine in THF (4 ml, 8 mmol) by a procedure similar to example 122 to give 20 mg (30 %) of yellow solids. 'H NMR (CDC13): 8.02-8.01 (m, 1H), 7.48 (d, J = 8.1 Hz, 1H), 7.42-7.34 (m, 2H), 6.97-6.94 (m, 1H), 6.76-6.70 (m, 2H), 5.01 (brs, 1H), 3.95 (s, 3H), 3.50 (s, 3H), 3.12 (d, J = 5.1 Hz, 3H).

EXAMPLE 130 and 131 HN'~~', HN~~~' wN / I wN
N' -CI \ N' -CI
(2-Chloro-quinazolin-4-yl)-(cis-4-methylcyclohexyl)-amine and (2-chloro-quinazolin-4-yl)-(traps-4-methylcyclohexyl)-amine [00514] The title compounds were prepared from 2,4-dichloro-quinazoline and 4-methylcyclohexyl-amine by a procedure similar to example 28. The isomers were separated by chromatography (10-12% ethyl acetate/haxane). (2-Chloro-quinazolin-4-yl)-(cis-4-methylcyclohexyl)-amine. 1H NMR (CDC13): 7.66 - 7.79 (m, 3H), 7.46 (ddd, J= 1.8, 6.3, 8.4, 1H), 5.96 (d, broad, J= 6.6, 1H), 4.49 (m, 1H), 1.68 -1.87 (m, 7H), 1.25 (m, 2H), 0.99 (d, J = 6.6, 3H). (2-Chloro-quinazolin-4-yl)-(traps-4-methylcyclohexyl)-amine. 1H NMR (CDC13): 7.67 - 7.78 (m, 3H), 7.43 (ddd, J=
1.8, 6.6, 8.4, 1 H), 5.78 (d, broad, J = 7.5, 1 H), 4.22 (m, 1 H), 2.1 S - 2.21 (m, 2H), 1.76 -1.82 (m, 2H), 1.11-1.46 (m, SH), 0.94 (d, J= 6.6, 3H).

~ N,,,, I ~~N
NI -CI
(2-Chloro-quinazolin-4-yl)-(cis-4-methylcyclohexyl)-methyl-amine [00515] The title compound was prepared from (2-chloro-quinazolin-4-yl)-(cis-4-methylcyclohexyl)-amine by a procedure similar to example 36. 1H 1~1MR
(CDCl3):

7.88 (m, 1H), 7.75 - 7.78 (m, 1H), 7.68 (ddd, J= 1.5, 6.9, 8.4, 1H), 7.37 (ddd, J=
1.5, 6.9, 8.4, 1H), 4.36 (m, 1H), 3.24 (s, 3H), 1.86 - 2.00 (m, 3H), 1.61 -1.75 (m, 6H), 1.05 (d, J= 7.2, 3H).

~ N..,, ~~ N
N CI
(2-Chloro-quinazolin-4-yl)-(traps-4-methylcyclohexyl)-methyl-amine [00516] The title compound was prepared from (2-chloro-quinazolin-4-yl)-(traps-methylcyclohexyl)-amine by a procedure similar to example 36. 'H NMR (CDC13):
7.89 (m, 1 H), 7.74 - 7.78 (m, 1 H), 7.68 (ddd, 0.9, 6.6, 8. l, 1 H), 7.37 (ddd, J = 1.2, 6.6, 8.1, 1H), 4.38 (m, 1H), 3.21 (s, 3H), 1.67 - 1.95 (m, 6H), 1.39 (m, 1H), 1.4 -1.25 (m, 2H), 0.93 (d, J= 6.3, 3H).

~N~
N JN
~~N
N
(2-Methyl-quinazolin-4-yl)-(pyrazin-2-yl)-methyl-amine [00517] The title compound was prepared from 4-chloro-2-methyl-quinazoline and amino-pyrazine in two steps by a procedure similar to examples 100 and 36. 'H
NMR (CDC13): 8.27 (dd, J= 1.5, 2.4, 1H), 8.13 - 8.14 (m, 2H), 7.95 (d, J= 8.4, 1H), 7.77 (ddd, J = 1.5, 6.6, 8.4, 1H), 7.45 - 7.48 (m, 1H), 7.34 (ddd, J = 0.9, 6.6, 8.1, 1H), 3.78 (s, 3H), 2.83 (s, 3H).

~N
I i HN
w sN
i N
(2-Methyl-quinazolin-4-yl)-(pyridin-4-yl)-amine [00518] The title compound was prepared from 4-chloro-2-methyl-quinazoline and amino-pyridine by a procedure similar to examples 100. 1H NMR (CDC13): 8.58 (m, 1H), 7.79 - 7.93 (m, SH), 7.70 (s, broad, 1H), 7.55 (ddd, J = 1.2, 6.9, 8.1, 1H), 2.79 (s, 3H).

~N
N
~~N
I~
N
(2-Methyl-quinazolin-4-yl)-(pyridin-4-yl)-methyl-amine [00519] The title compound was prepared from 4-chloro-2-methyl-quinazoline (0.178 g, 2.13 mmol) and (pyridin-4-yl)-methyl-amine (0.108 g, 1.84 mmol) by a procedure similar to examples 125c (0.224 g, 49%). 'H NMR (CDC13): 8.39 (m, 2H), 7.91 (d, J = 8.4, 1 H), 7.73 (ddd, J = 1.2, 6.6, 8.4, 1 H), 7.41 (m, 1 H), 7.23 - 7.29 (m, 1 H), 6.79 - 6.82 (m, 2H), 3.70 (s, 3H), 2.83 (s, 3H).

~O
HN N
~ ~N
N
(S-Methoxy-pyridin-2-yl)-(2-methyl-quinazolin-4-yl)-amine [00520] a) 2-Amino-5-methoxy-pyridine. A mixture of 2-amino-5-iodo-pyridine (1 g, 4.54 mmol) in 20 mL of absolute methanol with 400 mg of copper powder and sodium methoxide (6 mmol) was heated at 160 °C overnight in a seal tube. The reaction mixture was cooled to room temperature, diluted with 80 mL of methanol and filtered through a pad of celite. The filtrate was concentrated and the residue was purified by chromatography (80% ethyl acetate/hexane) to give the title compound (174 mg, 31%). 1H NMR (CDC13): 7.78 (d, J = 2.7, 1H), 7.09 (dd, J =
3.0, 9.0, 1H), 6.48 (d, J= 9.0, 1H), 3.78 (s, 3H).
[00521] ' b) (5-Methoxy-pyridin-2-yl)-(2-methyl-quinazolin-4-yl)-amine: The title compound was prepared from 4-chloro-2-methyl-quinazoline and 2-amino-5-methoxy-pyridine by a procedure similar to example 28.

~N N
~ ~N
i N
(S-Methoxy-pyridin-2-yl)-(2-methyl-quinazolin-4-yl)-methyl-amine [00522] The title compound was prepared from (5-methoxy-pyridin-2-yl)-(2-methyl-quinazolin-4-yl)-amine by a procedure similar to example 36. 1H NMR (CDC13):
8.31 (d, 3.3, 1 H), 7.80 (d, J = 8.4, 1 H), 7.5 8 (ddd, J = 1.5, 6.6, 8.4, 1 H), 7.13 (dd, J =

3.3, 9.0, 1H), 6.99 - 7.10 (m, 2H), 6.82 (d, J= 9.0, 1H), 3.87 (s, 3H), 3.70 (s, 3H), 2.76 (s, 3H).

F ~ ~ O
F~N /
/ ~N
N
Difluoromethyl-(4-methoxy-phenyl)-(2-methyl-quinazolin-4-yl)-amine [00523] A solution of (4-methoxy-phenyl)-(2-methyl-quinazolin-4-yl)-amine (100 mg, 0.35 mmol) in 3 mL of dimethylformamide in a 15 mL high pressure reaction vessel was cooled to -78 °C. Diflurochloromethane (about 0.8 mL) was condensed into the solution, then cesium carbonate (160 mg, 0.49 mmol) was added. The reaction vessel was capped and heated at 80 °C overnight. The reaction mixture was cooled to room temperature and cooled to -78 °C and the seal tube was uncapped, warm to room temperature and allowed to stand for 2 h. The reaction mixture was diluted with 50 mL of ethyl acetate and the organic layer was washed with water (50 mL x 3), followed by saturated aqueous NaCI. The organic layer was dried over anhydrous sodium sulfate, filtered and concentrated. The residue was purified by chromatography (30% ethyl acetate/hexane, 6 drops triethylamine/500 mL of solvent) to give the title compound (35 mg, 0.111 mmol, 32%). 'H NMR (CDC13):
8.35 (dd, J = 1.8, 8.1, 1H), 7.35 - (m, 3H), 7.25 (t, J = 72.1, 1H), 7.21 -7.25 (m, 2H), 6.86 - 6.91 (m, 2H), 3.82 (s, 3H), 2.48 (s, 3H).

I
O
i N
CN ~ N
I
~N ~N
(4-Methoxy-phenyl)-(2-methyl-pteridin-4-yl)-methyl-amine [00524] a) 4-Chloro-2-methyl-pteridine. A mixture of 6-chloro-2-methyl-pyrimidine-4,5-diamine (37 mg, 0.233 mmol) and 1,4-dioxane-2,3-diol (32 mg, 0.266 mmol) in 0.8 mL of absolute ethanol was stirred at room temperature for 2 h. The reaction mixture was evaporated to dryness and the residue was purified by column chromatography (50% ethyl acetate/hexane) to give the title compound (41 mg, 0.227 mmol, 97%). 'H NMR (CDCl3): 9.24 (d, J= 1.8, 1H), 9.05 (d, J= 1.5, 1H), 2.99 (s, 3H).
[00525] b) (4-Methoxy-phenyl)-(2-methyl-pteridin-4-yl)-methyl-amine. The title compound was prepared from 4-chloro-2-methyl-pteridine and (4-methoxy-phenyl)-methyl-amine by a procedure similar to example 28 (67%). 'H NMR (CDC13): 8.73 (d, J = 1.8, 1 H), 8.22 (d, J = 1.8, 1 H), 7.07 - 7.10 (m, 2H), 6.86-6.92 (m, 2H), 3.85 (s, 3H), 3.69 (s, 3H), 2.73 (s, 3H).

N ~ O
H~N~N
~ ~N
N
(5-Methoxy-pyrimidin-2-yl)-(2-methyl-quinazolin-4-yl)-amine [00526] a) 2-Amino-S-methoxy-pyrimidine: The title compound was prepared from amino-5-iodo-pyrimidine (2.0 g, 9.0 mmol) and sodium methoxide ( 10 ml, 44 mmol, 25 % w/w) by a procedure similar to example 125a (21 %). 1H NMR (CDC13): 8.05 (s, 2H), 4.78 (brs, 2H), 3.81 (s, 3H).
b) (5-Methoxy-pyrimidin-2-yl)-(2-methyl-quinazolin-4-yl)-amine: The title compound was prepared from 2-amino-5-methoxy-pyrimidine (240 mg, 1.92 mmol) and 4-chloro-2-methyl-quinazoline (343 mg, 1.92 mmol) by a procedure similar to example 125c, yielding 283 mg of the title product (SS %). 1H NMR (CDC13):
8.69 (dd, J = 1.5 Hz, J = 8.1 Hz, 1H), 8.43 (s, 2H), 7.73-7.67 (m, 1H), 7.60 (d, J
= 7.2 Hz, 1H), 7.49-7.43 (m, 1H), 3.95 (s, 3H), 2.58 (s, 3H).

N ~ O
\N"N
~ ~N
N
(S-Methoxy-pyrimidin-2-yl)-(2-methyl-quinazolin-4-yl)-methyl-amine [00527] The title compound was prepared from (5-methoxy-pyrimidin-2-yl)-(2-methyl-quinazolin-4-yl)-amine (170 mg, 0.64 mmol) by a procedure similar to example 36 (50 %). 'H NMR (CDC13): 8.12 (s, 2H), 7.91 (d, J = 8.4 Hz, 1H), 7.74-7.69 (m, 1H), 7.38-7.34 (m, 1H), 7.30-7.24 (m, 1H), 3.85 (s, 3H), 3.78 (s, 3H), 2.83 (s, 3H).

Identification of (2-Chloro-quinazolin-4-yl)-(4-methox~phenyl)-methyl-amine and Analogs as Caspase Cascade Activators and Inducers of Apoptosis in Solid Tumor Cells [00528] Human breast cancer cell lines T-47D and DLD-1 were grown according to media component mixtures designated by American Type Culture Collection + 10%
FCS (Invitrogen Corporation), in a S % COZ -95 % humidity incubator at 37 °C. T-47D and DLD-1 cells were maintained at a cell density between 50 and 80 confluency at a cell density of 0.1 to 0.6 x 106 cells/mL. Cells were harvested at 600xg and resuspended at 0.65 x 106 cells/mL into appropriate media + 10 %
FCS.
An aliquot of 22.5 wL of cells was added to a well of a 384-well microtiter plate containing 2.5 pL of a 10 % DMSO in RPMI-1640 media solution containing 0.16 to 100 ~M of (2-chloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine or other test compound (0.016 to 10 ~M final). An aliquot of 22.5 ~L of cells was added to a well of a 384-well microtiter plate containing 2.5 ~L of a 10 % DMSO in RPMI-1640 media solution without test compound as the control sample. The samples were mixed by agitation and then incubated at 37 °C for 48 h in a 5 %

humidity incubator. After incubation, the samples were removed from the incubator and 25 ~L of a solution containing 14 ~M of N (Ac-DEVD)-N'-ethoxycarbonyl-R110 fluorogenic substrate (Cytovia, Inc.; W099/18856), 20 % sucrose (Sigma), mM DTT (Sigma), 200 mM NaCI (Sigma), 40 mM Na PIPES buffer pH 7.2 (Sigma), and S00 ~g/mL lysolecithin (Calbiochem) was added. The samples were mixed by agitation and incubated at room temperature. Using a fluorescent plate reader (Model SPECTRAfluor Plus, Tecan), an initial reading (T = 0) was made approximately 1-2 min after addition of the substrate solution, employing excitation at 485 nm and emission at 530 nm, to determine the background fluorescence of the control sample. After the 3 h incubation, the samples were read for fluorescence as above (T = 3 h).
[00529] Calculation:
[00530] The Relative Fluorescence Unit values (RFU) were used to calculate the sample readings as follows:
~U (T=3h) - Control RFU ~T-o~ = Net RFU(T-3n>

[00531] The activity of caspase cascade activation was determined by the ratio of the net RFU value for (2-chloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine or other test compounds to that of control samples. The ECSO (nM) was determined by a sigmoidal dose-response calculation (Prism 3.0, GraphPad Software Inc.).
[00532] The caspase activity (Ratio) and potency (ECso) are summarized in Table I:
Table I. Caspase Activity and Potency Exa. Cm T-47D 24 T-47D (48 d. hr) hr Ratio ECSO (nM) Ratio ECso nM

1 8.7 2 NA NA

2 6.7 31 NA NA

3 8.1 79 NA NA

4 7.1 872 NA NA

10.3 24 NA NA

6 6.7 219 NA NA

7 1.2 > 10000 1.0 > 10000 8 1.0 >10000 NA NA

9 NA NA 1.8 > 10000 NA NA 12.8 48 11 9.0 8 12.5 10 12 5.3 8 12.8 9 13 8.9 260 NA NA

14 9.7 1345 12.3 1326 5.7 56 11.5 89 16 7.6 296 NA NA

17 3.0 7945 NA NA

18 1.0 > 10000 1.0 > 10000 19 1.0 > 10000 1.0 > 10000 13.1 161 NA NA

21 1.0 >10000 1.0 >10000 22 1.0 > 10000 1.0 > 10000 23 1.0 > 10000 1.0 > 10000 24 1.0 > 10000 2.4 9460 NA NA 5.8 42 26 NA NA 15.7 178 27 NA ~ NA 1.0 >10000 28 1.0 > 10000 1.0 > 10000 29 NA NA 1.0 > 10000 NA NA 1.0 >10000 31 8.0 317 14.7 563 32 NA NA 1.0 >10000 33 NA NA 1.0 >10000 34 7.5 7 NA NA

7.2 141 NA NA

36 6.7 6 NA NA

37 3.3 2693 NA NA

38 3.4 2933 NA NA

39 4.5 693 NA NA

40 NA NA 6.1 47 41 NA NA 12.4 20 42 8.6 282 14.6 265 43 NA NA 14.7 34 44 NA NA 14.3 SO1 45 NA NA 1.0 > 10000 46 12.8 2184 9.4 2272 47 NA NA 11.5 187 48 NA NA 12.5 137 49 7.5 29 13.4 22 50 NA NA 1.0 >10000 51 NA NA 0.9 > 10000 52 NA NA 10.8 6 53 8.3 S 11.4 11 54 NA NA 12.5 46 S 5 NA NA 9.0 1 56 NA NA 4.9 5 57 NA NA 6.2 432 58 NA NA 10.8 1 59 NA NA 7.1 11 60 NA NA 6.5 13 61 NA NA 9.2 4046 62 NA NA 12.7 316 63 NA NA 10.9 427 64 NA NA 1 > 10000 65 NA NA 13.7 599 _ 66 7.2 18 12.5 22 67 NA NA 12.5 38 68 NA NA 13.1 4 69 NA NA 1 > 1000 70 NA NA 11.3 42 71 NA NA 6.9 2265 72 9.0 2 7.4 2 73 6.2 679 5.7 543 74 6.6 15 5.3 36 75 1.5 >10000 NA NA

76 5.6 7 14.1 8 77 5.7 700 12.3 2107 78 0.6 >10000 NA NA

79 0.7 >10000 NA NA

80 8.3 5752 NA NA

81 1.9 >10000 NA NA

82 1.0 >10000 NA NA

83 NA NA 10.8 168 84 6.7 8 NA NA

85 7.6 2 NA NA

86 6.2 41 NA NA

87 6.3 25 NA NA

88 7.6 556 NA NA

89 NA NA 7.8 24 90 10.6 2 NA NA

91 8.3 4 NA NA

92 10.1 16 NA NA

93 11.3 65 NA NA

94 NA NA 1.0 >10000 95 1.0 >10000 NA NA

96 1.0 >10000 NA NA

97 NA NA 9.0 5 98 5.4 14 12.9 8 99 6.9 4 NA NA

100 8.9 474 NA NA

101 9.5 175 NA NA

102 8.8 5 11.3 16 103 9.3 552 NA NA

104 8.6 134 NA NA

1 OS 8.5 2 NA NA

106 1.1 > 10000 NA NA

107 5.2 S NA NA

108 4.8 1 NA NA

109 4.6 274 NA NA

110 8.8 7 NA NA

111 9.4 32 NA NA

112 1.0 > 10000 NA NA

113 3.7 73 S NA NA

114 7.2 130 NA NA

115 1.0 >10000 NA NA

116 1.0 >10000 NA NA

117 7.4 134 NA NA

118 1.0 > 10000 NA NA

119 11.8 4288 NA NA

120 5.2 8 NA NA

121 8.8 30 NA NA

122 8.2 16 NA NA

123 8.2 8 NA NA

124 5.2 408 NA NA

125 8.3 385 NA NA

126 7.6 55 NA NA

127__ 1.2 >10000 NA NA

128 ~0 S8 NA NA

130 1.2 >10000 NA NA

131 1.2 > 10000 NA NA

132 1.2 >10000 NA NA

133 1.2 >10000 NA NA

134 1.2 > 10000 NA NA

135 1.2 >10000 NA NA

136 1.2 >10000 NA NA

137 1.2 >10000 NA NA

13 8 5 .0 15 NA NA

139 5.6 4662 NA NA

140 7.0 27 NA NA

141 1.2 > 10000 NA NA

142 7.5 141 NA ~ NA

NA = Not available [00533] The following substituted N'-methyl-N'-(quinazolin-4-yl)benzohydrazides and analogs also are identified as potent caspase cascade activators and inducers of apoptosis and are thus' useful in treating the various diseases and disorders discussed above.
Com ound T-47D 24 hr T-47D (48 hr) Ratio ECso nM) Ratio ECso (nM) / c~ NA NA 14.4 138 \NiN \
\ \N O
/ N~S/
4-chloro-N'-methyl-N'-(2 (methylthio)quinazolin-4 yl)benzohydrazide NA NA 10.1 737 ~N~N S
\ \N O
/ N~S~
N'-methyl-N'-(2-(methylthio)quinazolin-4-yl)thiophene-2-carbohydrazide i NA NA 14.7 149 \N. N
\ \N O
/ N~S~
N'-methyl-N'-(2 (methylthio)quinazolin-4 yl)benzohydrazide i NA NA 13.7 184 \NrN \
I I
~N O F
N~CF~
2-fluoro-N'-(2-(trifluoromethyl)quinazolin-4-1)-N'-methylbenzohydrazide NA NA 13.8 290 \NrN \
\ ~N
N~S~
4-fluoro-N'-methyl-N'-(2 (methylthio)quinazolin-4 1)benzoh drazide NA NA 12.7 46 \ rN \
N
O
\ \N
N~S~
N',3-dimethyl-N'-(2 (methylthio)quinazolin-4 yl)benzoh drazide NA NA 13.1 39 \ rN
N
O
/ \~N
\ N~CF3 N'-(2 (trifluoromethyl)quinazolin-4 yl)-4-methoxy-N' meth lbenzohydrazide 2~0 [00534] Thus, (2-chloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine (Example 1) and analogs are identified as potent caspase cascade activators and inducers of apoptosis and are thus useful in treating the various diseases and disorders discussed above.

Identification of (2-Chloro-quinazolin-4-y~-(4-methoxy-phenyl)-methyl-amine and AnaloQS as Antineoplastic Compounds that Inhibit Cell Proliferation (GIso [00535] T-47D, DLD, H1299, MX-1 and SW620 cells were grown and harvested as in Example 143. An aliquot of 90 ~L of cells (4.4 x 104 cells/mL) was added to a well of a 96-well microtiter plate containing S ~L of a 10 % DMSO in RPMI-1640 media solution containing 10 nM to 100 pM of (2-chloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine (1 nM to 10 ~M final). An aliquot of 45 ~tL of cells was added to a well of a 96-well microtiter plate containing S pL of a 10 %
DMSO
in RPMI-1640 media solution without compound as the control sample for maximal cell proliferation (LMaX). The samples were mixed by agitation and then incubated at 37 °C for 48 h in a 5% COZ-95% humidity incubator. After incubation, the samples were removed from the incubator and 25 pL of CellTiter-Glo ~ reagent (Promega) was added. The samples were mixed by agitation and incubated at room temeperature for 10-15 min. Plates were then read using a luminescent plate reader (Model SPECTRAfluor Plus, Tecan) to give L,~es~ values.
[00536] Baseline for GIso (dose for 50% inhibition of cell proliferation) of initial cell numbers was determined by adding an aliquot of 45 pL of cells or 45 pL of media, respectively, to wells of a 96-well microtiter plate containing 5 pL of a 10%
DMSO
in RPMI-1640 media solution. The samples were mixed by agitation and then incubated at 37 °C for 0.5 h in a 5% C02-95% humidity incubator. After incubation, the samples were removed from the incubator and 25 ~L of CellTiter-Glo ~
reagent (Promega) was added. The samples were mixed by agitation and incubated at 37 °C
for 10-15 min at room temperatur in a 5% C02-95% humidity incubator.
Fluorescence was read as above, (Lscan) defining luminescence for initial cell number used as baseline in GIso determinations.
[00537] Calculation:

[00538] GIso (dose for 50% inhibition of cell proliferation) is the concentration where [(LTest - LStart) ~ (LMax- Lsc~rt)~ = 0.5.
[00539] The GISO (nM) are summarized in Table II:
Table II. GIso in Cancer Cells GISO (~) Cell linesExample Example Example Example T-47D g >10000 503 111 DLD g >10000 76 89 H1299 6 >10000 59 53 MX-1 5 >10000 73 73 SW620 3 >10000 55 70 Identification of (2-Chloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine and Analogs as Inhibitors of Tubulin Polymerization [00540] Lyophilized tubulin (Cytoskeleton #ML113, 1 mg, MAP-rich) was assayed for the effect of the test compound on tubulin polymerization as measured by change in fluorescence for 4',6-diamidino-2-phenylindole (DAPI) (Baryon, D. M. et al.
Analytical Biochem., 2003, 315, 49-56.). 1 ~tl of serial dilutions of each test compound (from 100x DMSO stock) was added in 96 well plate format and preincubated for 30 minutes with 94 u1 of the non-GTP supplemented tubulin supernatant. 5 p1 of DAPI/GTP solution was added to initiate polymerization and incubated for 30 minutes at 37°C. Fluorescence was read with excitation 350 nm, emission wavelength 485 nm on a Tecan Spectraflour Plus. Polymerized tubulin (DMSO and with the tubulin stabilizer taxol~ (paclitaxel)) gives a higher DAPI
fluorescence as compared to non-polymerized tubulin (vinblastine and colchicine used to determine baseline). The ICSO for tubulin inhibition was the concentration found to decrease the fluorescence of DAPI by 50% as calculated with Prism 3Ø
The IC50 are summarized in Table III.
Table III. Inhibition of Tubulin Polymerization Activity Example Caspase activation Inhibition of tubulin (ECSO nM) polymerization (ICso~ ~) 1 2 <500 7 >10000 >50000 36 6 <1000 41 20 <1000 72 2 <1000 [00541] Thus, (2-chloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine (Example 1) and analogs are identified as potent inhibitors of tubulin polymerization and are thus useful in treating diseases and disorders discussed above.

Identification of (2-Chloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine as a Cytotoxic Compound in Multidru~ Resistant Cells [00542] Cytotoxicity of compounds in multidrug resistant cells can be determined by administering compounds to cell lines that overexpress the multidrug resistance pump MDR-1 and determining the viability of the cell lines. NCI-ADR/Res and P388/ADR cell lines are known to over-express the multidrug resistance pump MDR-1 (also known as P-glycoprotein-1; Pgp-1); whereas MCF-7 and P388 cell lines do not overexpress the multidrug resistance pumps MDR-1, MRP-1, or BCRP.
[00543] NCI-ADR/Res, MCF-7, P388, and P388/ADR cell lines were obtained from American Type Culture Collection (Manassas, VA) and maintained in RPMI-1640 media supplemented with 10% FCS, 10 units/ml penicillin and streptomycin, 2 mM
Glutamax and 1mM sodium pyruvate (Invitrogen Corporation, Carlsbad, CA). For compound testing, cells were plated in 96 well dishes at a concentration of 1.5 x 104 cells/well. Cells were allowed to adhere to the plate overnight and then incubated with compounds at final concentrations ranging from 0.13nM to lOuM for 72 hours.
Cell viability was then assessed using the ATP-lite reagent (Perkin Elmer, Foster City, CA). Plates were read on a Wallac Topcount luminescence reader (Perkin Elmer, Foster City, CA) and the results graphed in Prism software (Graphpad Software, Inc., San Diego, CA). Non-linear regression with variable slope analysis was performed to obtain ICso concentration values.
[00544] Example 1 compound, docetaxel, and vinblastine were tested for their ability to kill multidrug resistant cells by administering the compounds to NCI-ADR/Res, MCF-7 cells, P388 and P388/ADR cells and determining the viability of the cells.
Example 1 compound maintained nearly equal potency in all four cell lines, whereas known MDR-1 substrates vinblastine and docetaxel showed a loss of potency in the MDR-1 over-expressing cell lines as shown in Table IV below:

Cell Line ICso (nM) Exa 1 VinblastineDocetaxel Cm d MCF-7 2.9 0.5 2 NCI/ADR- 1.3 3 410 RES

P388 1.1 2.6 7 P388/ADR 2.7 2.8 127 1 Table IV. Cytotoxicity of Exa 1 Cmpd in MDR-1 over-expressing cell lines [00545] Thus, (2-chloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine is identified as a cytotoxic compound in multidrug resistant cells and is thus useful in treating diseases and disorders discussed above.

Pro~idium Iodide and Annexin V Flow Cytometer-Based Assay To Detect Apoptosis [00546] Necrotic versus apoptotic killing of human cell lines by compounds can be determined using dual annexin V-FITC and propidium iodide (PI) staining.
Flipping of phosphatidylserine to the outer leaflet of the plasma membrane is a characteristic of all apoptotic cells. AnnexinV is a serum protein that binds to phosphatidylserine in the presence of the divalent cations (calcium). PI is a DNA stain that is excluded from live cells and is used to discriminate between cells with intact or damaged plasma membranes.
[00547] Cells are plated at varying densities in 6 well plates and treated with varying concentrations of compounds for 18-72 hours. Cells are grown in RPMI-1640 media supplemented with 10% FCS. DMSO concentrations do not exceed 0.1 % v:v in any assay. All cells in the wells are harvested and rinsed 1X with cold Hanks buffered saline solution (HBSS) containing calcium and magnesium (Invitrogen, Carlsbad CA). Carefully aspirate supernatant after the wash and resuspend in 100 p.1 Annexin V-FITC (Annexin V/PI Apoptosis Detection Kit; R & D Systems TA4638;
Minneapolis, MN) in binding buffer (10 mM HEPES pH 7.4, 150mM NaCI, S mM
KCI, 1 mM MgClz, 1.8 mM CaCl2 and 2% bovine serum albumin w:v). Incubate in dark for 15 minutes on ice. Prior to analyzing samples, the volume is adjusted to 500 ~.1 with 1X Binding Buffer and 25 p,1 PI is added per sample. Staining can be quantified on a flow cytometer (Becton-Dickenson, Franklin Lake, NJ).

Inj ection Formulation Excipients Amount Active Compound 5 mg PEG-400 5 grams TPGS 10 grams Benzyl alcohol 0.5 gram Ethanol 2 grams D5W Add to make 50 mL

[00548] An injection formulation of a compound selected from Formula IV (the "Active Compound") can be prepared according to the following method. 5 mg of the Active Compound is dissolved into a mixture of the d-a tocopheryl polyethylene glycol 1000 succinate (TPGS), PEG-400, ethanol, and benzyl alcohol. D5W is added to make a total volume of 50 mL and the solution is mixed. The resulting solution is filtered through a 0.2 wm disposable filter unit and is stored at 25 °C.
Solutions of varying strengths and volumes are prepared by altering the ratio of Active Compound in the mixture or changing the total amount of the solution.

Tablet Formulation Active Compound 100.0 mg Lactose 100.0 mg Corn Starch 50.0 mg Hydrogenated Vegetable10.0 mg Oil Polyvinylpyrrolidone 10.0 mg 270.0 mg [00549] A formulation of tablets of a compound selected from Formulae I-VIb (e.g.
Example 1 compound) (the "Active Compound") can be prepared according to the following method. 100 mg of Active Compound) is mixed with 100 mg lactose. A
suitable amount of water for drying is added and the mixture is dried. The mixture is then blended with 50 mg of corn starch, 10 mg hydrogenated vegetable oil, and mg polyvinylpyrrolidinone. The resulting granules are compressed into tablets.
Tablets of varying strengths are prepared by altering the ratio of Active Compound in the mixture or changing the total weight of the tablet.

Causule Formulation Active Compound 100.0 mg Microcrystalline Cellulose200.0 mg Corn Starch 100.0 mg Magnesium Stearate 400.0 m~

800.0 mg (00550] A formulation of capsules containing 100.0 mg of a compound selected from Formulae I-VIb (e.g. Example 1 compound) (the "Active Compound") can be prepared according to the following method. 100 mg of Active Compound is mixed with with 200 mg of microcrystalline cellulose and 100 mg of corn starch. 400 mg of magnesium stearate is then blended into the mixture and the resulting blend is encapsulated into a gelatin capsule. Doses of varying strengths can be prepared by altering the ratio of the Active Compound to pharmaceutically acceptable Garners or changing the size of the capsule.

Identification of (2-Chloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine as an Inhibitor of Topoisomerase [00551] The ability of compounds to inhibit Topoisomerase II activity in relaxing supercoiled DNA can be determined by adding compounds to DNA samples and measuring the formation of topoisomers. The addition of Topoisomerase II to DNA
samples results in the formation of topoisomers, which migrate faster than open circular DNA and slower than supercoiled DNA substrate when run on a gel.

Ethidium Bromide, a known intercalator, and etoposide (VP 16), a known topoisomerase II inhibitor, are used as controls.
[00552] Assay reagents were obtained from TopoGEN, Inc. (Columbus, Ohio).
Samples were prepared by combining 10 ~.l of DIW, 2 ~1 of lOx TOPO II assay buffer, and 1 ~1 (0.25 fig) pRYG DNA. S ~l of (2-Chloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine (Example 1 Compound), Ethidium Bromide, or VP16 were added to samples at varying concentrations. 2 w1 of TOPO II (4 units in 20 ~l reaction) was added to the samples and the samples were incubated at 3?
°C in a water bath for 50 minutes. 2 p1 of 10% SDS was added and 0. Proteinase K
(S00 ~,glml) was added and the samples were incubated again at 37 °C in a water bath for 50 minutes. Half of the reaction was loaded on a 1% gel without ethidium bromide and run in 1 XTAE buffer at 20 volts/cm for 2 hours. The gel was stained with 0.5 ~.g/ml Ethidium Bromide for 10 seconds and destained in DlW for 30 seconds.
The resulting gel image is shown in Figure 1.
[00553] Inspection of the amount of supercoiled DNA present in the sample with 100~M of Example 1 Compound indicates that inhibition of DNA relaxation is substantial. The results are consistent with topoisomerase II inhibition as well as with an effect of the compound not on topoisomerase II, but rather on the DNA
itself, such as intercalation of the compound into the DNA substrate. In order to distinguish between direct inhibition of topoisomerase II activity and intercalation, the effect of Example 1 Compound is determined on topoisomerase I-mediated relaxation of supercoiled DNA.
(00554] Samples were prepared by combining 10 ~1 of D/W, 2 ~l of lOx TOPO II
assay buffer, and 1 p,1 (0.25 fig) Form I DNA. 5 ~,l of (2-Chloro-quinazoliri-4-yl)-(4-methoxy-phenyl)-methyl-amine (Example 1 Compound), Ethidium Bromide, or VP16 were added to samples at varying concentrations. 1 ~l of TOPO I (5 units in 20 ~l reaction) was added to the samples and the samples were incubated at 37 °C in a water bath for 50 minutes. 2 p1 of 10% SDS was added and 0. Proteinase K
(S00 ~g/ml) was added and the samples were incubated again at 37 °C in a water bath for 50 minutes. Half of the reaction was loaded on a 1% gel without ethidium bromide and run in 1XTAE buffer at 20 volts/cm for 2 hours. The gel was stained with 0.5 2~~

~g/ml Ethidium Bromide for 10 seconds and destained in D/W for 30 seconds. The resulting gel image is shown in Figure 2.
[00555] As shown in Figure 2, the known intercalator, Ethidium Bromide, completely eliminated topoisomerase I-dependent relaxation of supercoiled DNA, just as it eliminated topoisomerase II-dependent relaxation of supercoiled DNA (see Figure 1). In contrast, Example 1 Compound and the known topoisomerase II inhibitor, VP-16, have no apparent effect on topoisomerase I activity.

Identification of Radiolabeled (4-Azido-phenyl)-(2-methyl-quinazolin-4-yl) methyl-amine and Analogs as Inhibitors of Topoisomerase [00556] 30 Units (15u1) Human Type II Topoisomerase (p170 Form) (from TopoGEN, Inc., Columbus, Ohio) was incubated with 50 nM radiolabeled Example 102 compound for 60 minutes at room temperature.
/N+,N_ Radiolabeled Example 102 compound [00557] (Radiolabeled Example 102 compound stock is 16.67 uM, 60 Ci/mmol, lmCi/ml American Radiolabeled Chemicals, Inc., St. Louis, MO. Samples were either UV irradiated (+) with a short wavelength UV Source (254 nm) for 10 minutes at a distance of 3.5 cm or not irradiated (-). 8u1 of Sx sample buffer (150mM
Tris, pH 6.8, 50% glycerol, 1 %SDS, 50 mM dithiothreitol, 62 mg/ml bromophenol blue) was added to the samples and boiled for 5 minutes. The entire sample was then loaded onto a 6% Tris-Glycine SDS-gel (10 well, 1.5 mm thickness) (Invitrogen, Carlsbad, California). The gel was stained with 1 % Coomassie Brilliant Blue in 40%

methanol, 7.5% acetic acid for 2 hours then de-stained in several changes of de-stainer (40% methanol, 7.5% acetic acid). The gel was then incubated in Amplify (Amersham, Piscataway, NJ) for 30 minutes at room temperature and then dried down on Whatman filter paper at 80° C for 2 hours on a gel dryer. The dried gel was put on Hyperfilm (Amersham) in a film cassette and placed at -80° C for 5-7 days.
The resulting gel image is shown in Figure 3. These results indicate that the compound binds sufficiently well to Topoisomerase II to crosslink to the enzyme when photoactivated.
[00558] Having now fully described this invention, it will be understood by those of ordinary skill in the art that the same can be performed within a wide and equivalent range of conditions, formulations and other parameters without affecting the scope of the invention or any embodiment thereof. All patents, patent applications and publications cited herein are fully incorporated by reference herein in their entirety.
~g0

Claims

1. Use of a compound in the manufacture of a medicament useful in inhibiting tubulin in a mammal in need of such treatment, said compound being according to Formula Ia or a pharmaceutically acceptable salt or solvate thereof:
wherein:
A ring is a 6-membered aryl, heteroaryl or carbocycle;
L is [C(R L1)(R L2)]n or ~N(R L1)C(O)~, wherein R L1 and R L2 independently are H or C1-6 alkyl, n is 0, 1 or 2;
R1 is methyl or ethyl;
Ar is aryl or heteroaryl, each of which is optionally substituted by one or more substituents wherein each substituent is independently H, halo, N3, OH, thiol, nitro, CN, NH2, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 alkoxy, C1-6 alkylthiol, halo-C1-6 alkyl, C2-6 alkenyl-O~, C2-6 alkynyl-O~, hydroxy-C1-6 alkyl, C1-6 alkoxy-C1-6 alkyl, C1-6 acyl, C1-6 acyloxy, ~C1-6 alkyl-C(O)O-C1-6 alkyl, ~C(O)O-C1-6 alkyl, C1-6 alkyl-C(O)O-C1-6 alkyl~, C1-6 acylamido, ~N(R a)(R b), ~C1-6 alkyl-C(O)N(R a)(R b), ~C(O)N(R a)(R b), N(R a)(R b)-C1-6 alkyl~, 3, 4, 5, or 6-membered carbocycle, heterocycle, aryl, or heteroaryl, wherein R a and R b are independently H, OH (R a and R b are not both OH), C2-6 hydroxyalkyl, or C1-6 alkyl, or R a and R b together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl); wherein any of the groups is optionally substituted with 1-3 substituents wherein each substituent is independently halo, N3, OH, thiol, nitro, CN, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 alkoxy, C1-6 alkylthiol, C2-6 alkenyl-O~, C2-6 alkynyl-O~, hydroxy-C1-6 alkyl, C1-6 alkoxy-C1-6 alkyl, C1-6 acyl, C1-6 acyloxy, ~C1-6 alkyl-C(O)O-C1-6 alkyl, ~C(O)O-C1-6 alkyl, C1-6 alkyl-C(O)O-C1-6 alkyl~, C1-6 acylamido, ~N(R a)(R b), ~C1-6 alkyl-C(O)N(R a)(R b), ~C(O)N(R a)(R b), N(R a)(R b)-C1-6 alkyl~, wherein R a and R b are independently H, OH (R a and R b are not both OH), C2-6 hydroxyalkyl, or C1-6 alkyl or R a and R b together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle;

R2 - R6, and R12 - R17 are independently H, halo, N3, OH, thiol, nitro, CN, NH2, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 alkoxy, C1-6 alkylthiol, halo-C1-6 alkyl, C2-6 alkenyl-O~, C2-6 alkynyl-O~, hydroxy-C1-6 alkyl, C1-6 alkoxy-C1-6 alkyl, C1-6 acyl, C1-6 acyloxy, ~C1-6 alkyl-C(O)O-C1-6 alkyl, ~C(O)O-C1-6 alkyl, C1-6 alkyl-C(O)O-C1-6 alkyl-, C1-6 acylamido, -N(R a)(R b), -C1-6 alkyl-C(O)N(R a)(R b), -C(O)N(R a)(R b), N(R a)(R b)-C1-6alkyl-, 3, 4, 5, or 6-membered carbocycle, heterocycle, aryl, or heteroaryl, wherein R a and R b are independently H, OH
(R a and R b are not both OH), C2-6 hydroxyalkyl, or C1-6 alkyl, or R a and R b together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl);
wherein any of the groups is optionally substituted with 1-3 substituents wherein each substituent is independently halo, N3, OH, thiol, nitro, CN, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 alkoxy, C1-6 alkylthiol, C2-6 alkenyl-O-, C2-6 alkynyl-O~, hydroxy-C1-6 alkyl, C1-6 alkoxy-C1 -6 alkyl, C1-6 acyl, C1-6 acyloxy, -C1-alkyl-C(O)O-C1-6 alkyl, -C(O)O-C1-6 alkyl, C1-6 alkyl-C(O)O-C1-6 alkyl-, C1-6 acylamido, -N(R a)(R b), -C1-6 alkyl-C(O)N(R a)(R b), -C(O)N(R a)(R b), N(R a)(R b)-C1-6 alkyl-, wherein R a and R b are independently H, OH (R a and R b are not both OH), C2-6 hydroxyalkyl, or C1-6 alkyl or R a and R b together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle, with the proviso that when A ring is aryl or heteroaryl, then there are no substituents R14-R17; and B, D, Q, T, U and V, are independently C or N, wherein at least one of B and D
is nitrogen; wherein when B or D is N, then there is no substituent at the N; and wherein when A ring is heteroaryl and Q, T, U or V is N, then there is no substituent at the N.

2. The use of according to Claim 1, wherein both B and D are N.

3. The use according to any one of Claims 1-2, wherein when A is aryl or heteroaryl and U is C, then R5 is the only substituent at U and R5 is H or F.

4. The use of any one of Claims 1-3, wherein said compound is according to Formula Ib or a pharmaceutically acceptable salt or solvate thereof, wherein:
R1 is methyl or ethyl;
R2-R11 are independently H, halo, N3, OH, thiol, nitro, CN, NH2, C1-6 alkyl, alkenyl, C2-6 alkynyl, C1-6 alkoxy, C1-6 alkylthiol, halo-C1-6 alkyl, C2-6 alkenyl-O-, alkynyl-O~, hydroxy-C1-6 alkyl, C1-6 alkoxy-C1-6 alkyl, C1-6 acyl, C1-6 acyloxy, ~C1-6 alkyl-C(O)O-C1-6 alkyl, ~C(O)O-C1-6 alkyl, C1-6 alkyl-C(O)O-C1-6 alkyl~, C1-6 acylamido, -N(R a)(R b), ~C1-6 alkyl-C(O)N(R a)(R b), ~C(O)N(R a)(R b), N(R a)(R b)-C1-6 alkyl-, 3, 4, 5, or 6-membered carbocycle, heterocycle, aryl, or heteroaryl, wherein R a and R b are independently H, OH (R a and R b are not both OH), C2-6 hydroxyalkyl, or C1-6 alkyl, or R a and R b together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl); wherein any of the groups is optionally substituted with 1-3 substituents wherein each substituent is independently halo, N3, OH, thiol, nitro, CN, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 alkoxy, C1-6 alkylthiol, C2-6 alkenyl-O~, C2-6 alkynyl-O~, hydroxy-C1-6 alkyl, C1-6 alkoxy-C1-6 alkyl, C1-6 acyl, C1-6 acyloxy, ~C1-6 alkyl-C(O)O-alkyl, ~C(O)O-C1-6 alkyl, C1-6 alkyl-C(O)O-C1-6 alkyl~, C1-6 acylamido, ~N1(R a)(R b), ~C1-6 alkyl-C(O)N(R a)(R b), ~C(O)N(R a)(R b), N(R a)(R b)-C1-6 alkyl-, wherein R a and R b are independently H, OH (R a and R b are not both OH), C2-6 hydroxyalkyl, or C1-6 alkyl or R a and R b together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle; wherein optionally two adjacent R7 - R11 groups together form a 3, 4, 5 or 6-membered aryl, heteroaryl, carbocycle, or heterocycle.

5. The use according to Claim 4, wherein R9 is C1-3 alkoxy optionally substituted with 1-7 F; or when R9 is H, R8 is C1-4 alkyl or C1-4 alkoxy each being optionally substituted with 1-9 F.

6. The use according to Claim 1, wherein said compound is according to Formula II or a pharmaceutically acceptable salt or solvate thereof:
wherein, R1 -R6~R12, R13, Ar, B, D, Q, T, U and V are as defined in Claim 1; and when U
is C, R5 is H or F.

7. The use according to any one of Claims 1-3, wherein said compound is according to Formula III or a pharmaceutically acceptable salt or solvate thereof:

wherein, R1 - R6, R12-R17, B, D, and Ar are as defined in Claim 1.

8. The use according to any of Claims 1-3, 6 and 7, wherein Ar is pyridyl, pyridazyl, pyrimidyl or pyrazyl, each of which is optionally substituted by one or more substituents wherein each substituent is as defined in Claim 1.

9. The use according to any one of Claims 1-8, wherein R2 is a member of the group consisting of H, halo, N3, C1-4 alkoxy, C1-4 alkylthiol, hydroxy-alkyl, C1-4 alkyl, and -N(R a)(R b) wherein R a and R b are independently H, OH (R a and R b are not both OH), C2-4 hydroxyalkyl, or C1-4 alkyl or R a and R b together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle; each of the member being optionally substituted by 1-4 substituents wherein each substituent is independently halo, OH, or C1-4 alkyl.

10. The use according to Claim 1, wherein said compound is according to Formula IV or pharmaceutically acceptable salts and solvates thereof, wherein:
the A ring is a 6-membered carbocycle, aryl or heteroaryl;
R1 is methyl or ethyl;
R2 - R17 are independently H, halo, N3, OH, thiol, nitro, CN, NH2, C1-6 alkyl, alkenyl, C2-6 alkynyl, C1-6 alkoxy, C1-6 alkylthiol, halo-C1-6 alkyl, C2-6 alkenyl-O~, alkynyl-O~, hydroxy-C1-6 alkyl, C1-6 alkoxy-C1-6 alkyl, C1-6 acyl, C1-6 acyloxy, ~C1-6 alkyl-C(O)O-C1-6 alkyl, ~C(O)O-C1-6 alkyl, C1-6 alkyl-C(O)O-C1-6 alkyl~, C1-6 acylamido, ~N(R a)(R b), ~C1-6 alkyl-C(O)N(R a)(R b), ~C(O)N(R a)(R b), N(R a)(R b)-C1-6 alkyl~, 3, 4, 5, or 6-membered carbocycle, heterocycle, aryl, or heteroaryl, wherein R a and R b are independently H, OH (R a and R b are not both OH), C2-6 hydroxyalkyl, or C1-6 alkyl, or R a and R b together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl); wherein any of the groups is optionally substituted with 1-3 substituents wherein each substituent is independently halo, N3, OH, thiol, nitro, CN, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 alkoxy, C1-6 alkylthiol, C2-6 alkenyl-O~, C2-6 alkynyl-O~, hydroxy-C1-6 alkyl, C1-6 alkoxy-C1-6 alkyl, C1-6 acyl, C1-6 acyloxy, ~C1-6 alkyl-C(O)O-alkyl, ~C(O)O-C1-6 alkyl, C1-6 alkyl-C(O)O-C1-6 alkyl~, C1-6 acylamido, ~N(R a)(R b), ~C1-6 alkyl-C(O)N(R a)(R b), ~C(O)N(R a)(R b), N(R a)(R b)-C1-6 alkyl~, wherein R a and R b are independently H, OH (R a and R b are not both OH), C2-6 hydroxyalkyl, or C1-6 alkyl or R a and R b together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle, wherein optionally any two adjacent R7 - R11 groups together form a 3, 4, 5 or 6-membered carbocycle or heterocycle, with the proviso that when A is aryl or heteroaryl, then there are no substituents R14-R17; and B, D, Q, T, U, V, W, X, Y, and Z are independently C or N, wherein at least one of B
and D is N; wherein when B, D, W, X, Y, or Z is N, then there is no substituent at the N; and wherein when A is heteroaryl and Q, T, U or V is N, then there is no substituent at the N.

11. The use according to Claim 10, wherein the A ring is aryl or heteroaryl, U is C, and R5 is not alkoxy.

12. The use according to Claim 10 or 11, wherein A ring is aryl or heteroaryl, U is C, and R5 is H or F.

13. The use according to Claim 10, wherein A ring is carbocycle.

14. The use according to any one of Claims 10-13, wherein W, X, Y and Z are all C.

15. The use according to any one of Claims 10-13, wherein one of W, X, Y and Z is N.

16. The use according to any one of Claims 10-13, wherein two of W, X, Y and Z are N.

17. The use according to any one of Claims 1-3, 6, and 10-16, wherein one of Q, T, U and V is N.

18. The use according to any one of Claims 1-3, 6, and 10-16, wherein two of Q, T, U and V are N.

19. The use according to any one of Claims 1-3, and 6-16, wherein one of B and D is N.

20. The use according to any one of Claims 1-3, and 6-16, wherein both B
and D are N.

21. The use according to any one of Claims 1-20, wherein said medicament is for use in treating fungi infection.

22. The use according to any one of Claims 7, 13, 15 and 16, wherein said medicament is for use in activating caspase-3 or inducing apoptosis.

23. The use according to any one of Claims 7, 13, 15 and 16, wherein said medicament is for treating a disease responsive to the induction of apoptosis.

24. The use of Claim 23, wherein said medicament is for treating cancer, autoimmune diseases, autoimmune lymphoproliferative syndrome, synovial cell hyperplasia, inflammation, viral infection, and in-stent restenosis.

25. Use of the compound according to any one of Claims 1-20 in the manufacture of a medicament for inhibiting topoisomerase II in a mammal in need of such treatment.

26. A compound according to Formula IV or a pharmaceutically acceptable salt or solvate thereof:

wherein R1 is methyl or ethyl;
the A ring is a carbocycle, aryl or heteroaryl;
R2-R17 are independently H, halo, N3, OH, thiol, nitro, CN, NH2, C2-6 alkyl, alkenyl, C2-6 alkynyl, C2-6 alkoxy, C1-6 alkylthiol, halo-C1-6 alkyl, C2-6 alkenyl-O~, C2-6 alkynyl-O~, hydroxy-C1-6 alkyl, C1-6 alkoxy-C1-6 alkyl, C2-6 acyl, C2-acyloxy, ~C1-6 alkyl-C(O)O-C1-6 alkyl, ~C(O)O-C1-6 alkyl, C1-6 alkyl-C(O)O-C1-6 alkyl~, C1-6 acylamido, ~N(R a)(R b), ~C1-6 alkyl-C(O)N(R a)(R b), -C(O)N(R a)(R b), N(R a)(R b)-C1-6 alkyl-, 3, 4, 5, or 6-membered carbocycle, heterocycle, aryl, or heteroaryl, wherein R a and R b are independently H, OH
(R a and R b are not both OH), C2-6 hydroxyalkyl, or C1-6 alkyl, or R a and R b together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl);
wherein any of the groups is optionally substituted with 1-3 substituents wherein each substituent is independently halo, N3, OH, thiol, nitro, CN, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C2-6 alkoxy, C2-6 alkylthiol, C2-6 alkenyl-O~, C2-6 alkynyl-O~, hydroxy-C1-6 alkyl, C1-6 alkoxy-C1-6 alkyl, C1-6 acyl, C1-6 acyloxy, ~C1-6 alkyl-C(O)O-C1-6 alkyl, -C(O)O-C1-6 alkyl, C1-6 alkyl-C(O)O-C1-6 alkyl~, C1-6 acylamido, -N(R a)(R b), ~C1-6 alkyl-C(O)N(R a)(R b), -C(O)N(R a)(R b), N(R a)(R b)-C1-6 alkyl~, wherein R a and R b are independently H, OH (R a and R b are not both OH), C2-6 hydroxyalkyl, or C1-6 alkyl or R a and R b together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle, wherein optionally any two adjacent R7 - R11 groups together form a 3, 4, 5 or 6-membered carbocycle or heterocycle, with the proviso that when A
is aryl or heteroaryl, then there are no substituents R14-R17; with the proviso that when the A ring is aryl or heteroaryl and U is C, then R5 is the only substituent at U and R5 is H or F, preferably H; and B, D, Q, T, U, V, W, X, Y and Z are independently C or N, wherein at least one of B
and D is N; wherein when B, D, W, X, Y or Z is N, then there is no substituent at the N; and wherein when A is heteroaryl and Q, T, U or V is N, then there is no substituent at the N; and wherein when A is carbocycle, and W, X, Y and Z are all carbon atom (i.e., C), then if R1 is ethyl at least one of R8, R9 and R10 is not H; and wherein when A is aryl and W, X, Y and Z are all C, then R9 (1) is not (C1-3 alkyl)OC(O)alkoxy~ and (2) when R9 is H then at least one of R8 and R10 is not H or halo; and wherein when A is heteroaryl and W, X, Y and Z are all C, then when R9 is H, at least one of R8 and R10 is not H or C1-6 alkyl.

27. The compound of Claim 26, wherein said compound is according to Formula IVa, or a pharmaceutically acceptable salt or solvate thereof, wherein:
R1 is methyl or ethyl;
R2-R17 are independently H, halo, N3, OH, thiol, nitro, CN, NH2, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 alkoxy, C1-6 alkylthiol, halo-C1-6 alkyl, C2-alkenyl-O~, C2-6 alkynyl-O~, hydroxy-C1-6 alkyl, C1-6 alkoxy-C1-6 alkyl, C1-6 acyl, C1-6 acyloxy, ~C1-6 alkyl-C(O)O-C1-6 alkyl, -C(O)O-C1-6 alkyl, C1-6 alkyl-C(O)O-C1-6 alkyl~, C1-6 acylamido, N(R a)(R b), -C1-6 alkyl-C(O)N(R a)(R b), -C(O)N(R a)(R b), N(R a)(R b)-C1-6 alkyl-, 3, 4, 5, or 6-membered carbocycle, heterocycle, aryl, or heteroaryl, wherein R a and R b are independently H, OH
(R a and R b are not both OH), C2-6 hydroxyalkyl, or C1-6 alkyl, or R a and R b together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl);
wherein any of the groups is optionally substituted with 1-3 substituents wherein each substituent is independently halo, N3, OH, thiol, nitro, CN, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 alkoxy, C1-6 alkylthiol, C2-6 alkenyl-O-, C2-6 alkynyl-O~, hydroxy-C1-6 alkyl, C1-6 alkoxy-C1-6 alkyl, C1-6 acyl, C1-6 acyloxy, ~C1-6 alkyl-C(O)O-C1-6 alkyl, -C(O)O-C1-6 alkyl, C1-6 alkyl-C(O)O-C1-6 alkyl-, C1-6 acylamido, -N(R a)(R b), ~C1-6 alkyl-C(O)N(R a)(R b), -C(O)N(R a)(R b), N(R a)(R b)-C1-6 alkyl-, wherein R a and R b are independently H, OH (R a and R b are not both OH), C2-6 hydroxyalkyl, or C1-6 alkyl or R a and R b together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle, wherein optionally any two adjacent R7 - R11 groups together form a 3, 4, 5 or 6-membered carbocycle or heterocycle; and B, D, W, X, Y, and Z are independently C or N, provided that at least one of B
and D
is N, at least one of W, X, Y and Z is N, and when B, D, W, X, Y or Z is N then there is no substituent at the N.

28. The compound of Claim 27, wherein R9 is selected from the group consisting of ~OR9a, wherein R9a is methyl, ethyl, fluoromethyl (CH2F, CHF2, CF3), or fluoroethyl; ~N3; ~N(CH3)2; ~NHCH3; and ~COOR9b, wherein R9b is H or C1-2 alkyl.

29. The compound of Claim 27 or 28, wherein exactly one of X, Y, W
and Z is N.

30. The compound of Claim 27 or 28, wherein exactly two of X, Y, W
and Z are N.

31. The compound of any of Claims 27-30, wherein both B and D are N.

32. The compound of Claim 26, wherein said compound is according to Formula IVb or pharmaceutically acceptable salts or solvates thereof, wherein:
R1 is methyl or ethyl;
R2-R17 are independently H, halo, N3, OH, thiol, nitro, CN, NH2, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 alkoxy, C1-6 alkylthiol, halo-C1-6 alkyl, (C2-alkenyl)O-, (C2-6 alkynyl)O~, hydroxy-C1-6 alkyl, C1-6 alkoxy-C1-6 alkyl, C1-6 acyl, C1-6 acyloxy, ~C1-6 alkyl-C(O)O-C1-6 alkyl, -C(O)O-C1-6 alkyl, C1-6 alkyl-C(O)O-C1-6 alkyl-, C1-6 acylamido, -N(R a)(R b), -C1-6 alkyl-C(O)N(R a)(R b), ~(O)N(R a)(R b), N(R a)(R b)-C1-6 alkyl-, 3, 4, 5, or 6-membered carbocycle, heterocycle, aryl, or heteroaryl, wherein R a and R b are independently H, OH
(R a and R b are not both OH), C2-6 hydroxyalkyl, or C1-6 alkyl, or R a and R b together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl);
wherein any of the groups is optionally substituted with 1-3 substituents wherein each substituent is independently halo, N3, OH, thiol, nitro, CN, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 alkoxy, C1-6 alkylthiol, C2-6 alkenyl-O-, C2-6 alkynyl-O~, hydroxy-C1-6 alkyl, C1-6 alkoxy-C1-6 alkyl, C1-6 acyl, C1-6 acyloxy, ~C1-6 alkyl-C(O)O-C1-6 alkyl, ~C(O)O-C1-6 alkyl, C1-6 alkyl-C(O)O-C1-6 alkyl-, C1-6 acylamido, -N(R a)(R b), ~C1-6 alkyl-C(O)N(R a)(R b), -C(O)N(R a)(R b), N(R a)(R b)-C1-6 alkyl~, wherein R a and R b are independently H, OH (R a and R b are not both OH), C2-6 hydroxyalkyl, or C1-6 alkyl or R a and R b together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle, wherein optionally any two adjacent R7 - R11 groups together form a 3, 4, 5 or 6-membered carbocycle or heterocycle; and B and D are independently C or N, provided that at least one of B and D is N, and when B or D is N then there is no substituent at the N; with the proviso that said compound is not 2-amino-4-(N-ethylanilino)-5,6,7,8-tetrahydro-quinazoline.

33. The compound according to Claim 32, wherein:
R2 is a member of the group consisting of H, halo, N3, C1-4 alkoxy, C1-4 alkylthiol, hydroxy-C1-4 alkyl, C1-4 alkyl, and N(R a)(R b) wherein R a and R b are independently H, OH (R a and R b are not both OH), C2-4 hydroxyalkyl, or C1-4 alkyl or R a and R b together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle; each of the member being optionally substituted by 1-4 substituents wherein each substituent is independently halo, OH, or C1-4 alkyl;
R7 and R11 are independently H, halo (preferably F), CH3, or OCH3;
R8 and R10 are independently H, halo (preferably F or Cl), C1-3 alkyl (preferably CH3) optionally substituted with halo (preferably 1-3 F), C1-3 alkoxy (preferably OCH3), or C1-3 alkylthiol (preferably-S-CH3);
R9 is OH, Cl, N3, C1-4 alkoxy, C1-4 alkylthiol, hydroxy-C1-4 alkyl, C1-4 alkyl, ~COOR c wherein R c is C1-3 alkyl, or N(R a)(R b) wherein R a and R b are independently H, OH (R a and R b are not both OH), C2-4 hydroxyalkyl, or C1-4 alkyl or R a and R b together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle; each of the member being optionally substituted by 1-4 substituents wherein each substituent is independently halo, OH, or C1-4 alkyl; and optionally two adjacent R8, R9, and R10 groups may together form a 3, 4, 5, or 6-membered carbocycle or heterocycle.

34. The compound of Claim 32 or 33, wherein R9 is selected from the group consisting of-OR9a where R9a is methyl, ethyl, fluoromethyl (e.g., CH2F, CHF2, CF3), fluoroethyl; N3; -N(CH3)2; NHCH3; and COOR9b, wherein R9b is H or C1-2 alkyl.

35. The compound of any of one Claims 32-34, wherein B and D are both N.

36. The compound of Claim 26, wherein said compound is represented by Formula V:

or a pharmaceutically acceptable salt or solvate thereof, wherein:
R1 is methyl or ethyl;
R5 is H, F, Cl, N3, methyl, methoxy or NH2, with the proviso that when R5 is methoxy, then R1 is methyl;
R2 - R4, and R6 - R13 are independently H, halo, N3, OH, thiol, nitro, CN, NH2, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 alkoxy, C1-6 alkylthiol, halo-C1-6 alkyl, C2-6 alkenyl-O-, C2-6 alkynyl-O-, hydroxy-C1-6 alkyl, C1-6 alkoxy-C1-6 alkyl, C1-6 acyl, C1-6 acyloxy, -C1-6 alkyl-C(O)O-C1-6 alkyl, -C(O)O-C1-6 alkyl, C1-6 alkyl-C(O)O-C1-6 alkyl-, C1-6 acylamido, N(R a)(R b), -C1-6 alkyl-C(O)N(R a)(R b), -C(O)N(R a)(R b), N(R a)(R b)-C1-6 alkyl-, 3, 4, 5, or 6-membered carbocycle, heterocycle, aryl, or heteroaryl, wherein R a and R b are independently H, OH
(R a and R b are not both OH), C2-6 hydroxyalkyl, or C1-6 alkyl, or R a and R b together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl);
wherein any of the groups is optionally substituted with 1-3 substituents wherein each substituent is independently halo, N3, OH, thiol, nitro, CN, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 alkoxy, C1-6 alkylthiol, C2-6 alkenyl-O-, C2-6 alkynyl-O-, hydroxy-C1-6 alkyl, C1-6 alkoxy-C1-6 alkyl, C1-6 acyl, C1-6 acyloxy, -C1-6 alkyl-C(O)O-C1-6 alkyl, -C(O)O-C1-6 alkyl, C1-6 alkyl-C(O)O-C1-6 alkyl-, C1-6 acylamido, N(R a)(R b), -C1-6 alkyl-C(O)N(R a)(R b), -C(O)N(R a)(R b), N(R a)(R b)-C1-6 alkyl-, wherein R a and R b are independently H, OH (R a and R b are not both OH), C2-6 hydroxyalkyl, or C1-6 alkyl or R a and R b together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle, wherein optionally any two adjacent R7 - R11 groups together form a 3, 4, 5 or 6-membered carbocycle or heterocycle; and B, D, Q, T, U, V, W, X, Y and Z are independently C or N, provided that at least one of B and D is N, and at least one of W, X, Y and Z is N, and wherein when B, D, Q, T, U, V, W, X, Y or Z is N, then there is no substituent at the N.

37. The compound of Claim 36, wherein when U is C, then R5 is H, F or N3.

38. The compound of Claim 36, wherein when U is C, then R5 is H.

39. The compound of any of Claims 36-38, wherein R2 is H; halo; N3; C1-6 alkyl (preferably C1-3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro, difluoro, or trifluoro); -XR2a wherein X
is S or O, and R2a is C1-6 alkyl (preferably C1-3 alkyl, more preferably CH3) optionally substituted with OH or halo (preferably F, e.g., monofluoro-, difluoro-, or trifluoro-substituted); -CO2R d, wherein R a is C1-3 alkyl, preferably methyl or ethyl;
or N(R a)(R b) wherein R a and R b are independently H, OH (R a and R b are not both OH), C1-3 alkyl (preferably CH3), C1-6 hydroxyalkyl (preferably C2-3 hydroxyalkyl, more preferably-CH2CH2OH), or C1-6 alkyl (preferably C1-3 alkyl, more preferably CH3) that is optionally substituted with -N(R e(R f) wherein R e and R f are independently H, OH (R e and R f are not both OH), C1-3 alkyl (preferably CH3), or C2-3 hydroxyalkyl (preferably -CH2CH2OH), and wherein optionally R a and R b together may form a 3, 4, 5 or 6-membered heterocycle.

40. The compound of any of Claims 36-38, wherein R2 is H, methyl, ethyl, Cl, F, fluoromethyl (CH2F, CHF2, CF3), C1-3 hydroxyalkyl (preferably or CH2CH2OH), NH2, NH2OH, -NHCH2CH2OH, NHCH3, N(CH3)2, N3, morpholino, OCH3, OC2H5, or SCH3.

41. The compound of any of Claims 36-38, wherein R2 is H, methyl, Cl, -CH2OH, -NH2, -NHCH3, -NHCH2CH2OH, -OCH3, -SCH3, or -CH2F.

42. The compound of any of Claims 36-41, wherein R9 is selected from the group consisting of H; OH; Cl; N3; C1-3 alkyl (preferably methyl or ethyl) or C1-3 haloalkyl (preferably monofluoromethyl, difluoromethyl, trifluoromethyl); -OR9a, wherein R9a is C1-3 alkyl (i.e., methyl, ethyl, propyl, isopropyl) or C1-3 haloalkyl (e.g., fluoroalkyl, preferably fluoromethyl, i.e., CH2F, CHF2, CF3); -N(R a)(R b) wherein R a and R b are independently H or C1-3 alkyl; and -COOR9b, wherein R9b is C1-3 alkyl (preferably methyl or ethyl); and optionally R9 and one of R8 and R10 together form a 3, 4, 5, or 6-membered heterocycle.

43. The compound of any of Claims 36-41, wherein R9 is N3; -OR9a where R9a is C1-3 alkyl optionally substituted with 1-7 F; -N(R a)(R b) where R a and R b are independently C1-3 alkyl; or -COOR9b where R9b is C1-3 alkyl.

44. The compound of any of Claims 36-41, wherein R9 is -OCH3, -OC2H5, -N(CH3)2, -CO2CH3, -OCHF2, or N3.

44. The compound of any of Claims 36-42, wherein when R9 is H, then at least one of R8 and R10 is not H.

45. The compound of any of Claims 36-42, wherein when R9 is alkyl, then R2 is not H.

46. The compound of any of Claims 36-45, wherein exactly one of W, X, Y and Z is N.

47. The compound of any of Claims 36-45, wherein two of W, X, Y and Z are N.

48. The compound of any of Claims 36-47, wherein D is N.

49. The compound of any of Claims 36-47, wherein both B and D are N.

50. The compound of any of Claims 36-49, wherein one of Q, T, U and V is N.

51. The compound of any of Claims 36-49, wherein two of Q, T, U and V are N.

52. The compound of any of Claims 36-49, wherein Q, T, U and V are all C.

53. The compound of Claim 26, wherein said compound is according to Formula VIa or a pharmaceutically acceptable salt or solvate thereof, wherein:
R1 is methyl or ethyl;
R5 is H or F;
R2 - R4, R6 - R11 are independently H, halo, N3, OH, thiol, nitro, CN, NH2, C1-alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 alkoxy, C1-6 alkylthiol, halo-C1-6 alkyl, C2-6 alkenyl-O-, C2-6 alkynyl-O-, hydroxy-C1-6 alkyl, C1-6 alkoxy-C1-6 alkyl, C1-6 acyl, C1-6 acyloxy, -C1-6 alkyl-C(O)O-C1-6 alkyl, -C(O)O-C1-6 alkyl, C1-6 alkyl-C(O)O-C1-6 alkyl-, C1-6 acylamido, -N(R a)(R b), -C1-6 alkyl-C(O)N(R a)(R b), -C(O)N(R a)(R b), N(R a)(R b)-C1-6 alkyl-, 3, 4, 5, or 6-membered carbocycle, heterocycle, aryl, or heteroaryl, wherein R a and R b are independently H, OH
(R a and R b are not both OH), C2-6 hydroxyalkyl, or C1-6 alkyl, or R a and R b together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl);
wherein any of the groups is optionally substituted with 1-3 substituents wherein each substituent is independently halo, N3, OH, thiol, nitro, CN, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 alkoxy, C1-6 alkylthiol, C2-6 alkenyl-O-, C2-6 alkynyl-O-, hydroxy-C1-6 alkyl, C1-6 alkoxy-C1-6 alkyl, C1-6 acyl, C1-6 acyloxy, -C1-6 alkyl-C(O)O-C1-6 alkyl, -C(O)O-C1-6 alkyl, C1-6 alkyl-C(O)O-C1-6 alkyl-, C1-6 acylamido, -N(R a)(R b), -C1-6 alkyl-C(O)N(R a)(R b), -C(O)N(R a)(R b), N(R a)(R b)-C1-6 alkyl-, wherein R a and R b are independently H, OH (R a and R b are not both OH), C2-6 hydroxyalkyl, or C1-6 alkyl or R a and R b together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle, wherein optionally any two adjacent R7 - R11 groups together form a 3, 4, 5 or 6-membered carbocycle or heterocycle; and Q, T, U and V are independently C or N, wherein at least one of Q, T, U and V
is N, and when Q, T, U or V is N there is no substituent at the N, provided that when R9 is H then R8 and R10 are not both H or one H and the other alkyl or haloalkyl.

54. The compound of any of Claims 53, wherein:
R1 is methyl or ethyl;
R2 is H, methyl, ethyl, Cl, F, fluoromethyl (CH2F, CHF2, CF3), C1-3 hydroxyalkyl (preferably CH2OH or CH2CH2OH), NH2, NH2OH, -NHCH2CH2OH, NHCH3, N(CH3)2, N3, morpholino, OCH3, OC2H5, or SCH3; R3 is H, CH3, OCH3, F, or Cl;
R4 and R6 are independently H, CH3, NH2, N3, F, or Cl; R5 is H; R7 and R11 are independently H, F, or OCH3; R8 and R10 are independently H, F, Cl, or OCH3;
and R9 is selected from the group consisting of H; OH; Cl; C1-3 alkyl or C1-3 haloalkyl;
-OR9a where R9a is C1-3 alkyl or C1-3 haloalkyl; C1-3 alkyl substituted amino;
- N3;
or -COOR9b where R9b is C1-3 alkyl, and optionally R8 and R9 together form a 3, 4, 5, or 6-membered heterocycle.

55. The compound of Claim 53 or 54, wherein when R9 is H, then R8 or R10 or both are independently OH; Cl; N3; -XR9a, where X is O or S, and R9a is alkyl or C1-3 haloalkyl; -NH(R a) or-N(R a)(R b) where R a and R b are independently C1-3 alkyl; or -COOR9b, wherein R9b is C1-3 alkyl (preferably methyl or ethyl).

56. The compound of Claim 53 or 54, wherein when R9 is H, then R8 or R10 or both are independently N3; -OR9a where R9a is C1-4 alkyl or C1-3 haloalkyl;
-N(R a)(R b) where R a and R b are independently C1-3 alkyl; or -COOR9b where R9b is C1-3 alkyl.

57. The compound of Claim 53 or 54, wherein when R9 is H, then R8 or R10 or both are C1-3 alkoxy or C1-3 halo alkoxy.

58. The compound of Claim 53, wherein R9 is selected from the group consisting of OH, N3;
-XR c wherein X is S or O and R c is C1-6 alkyl (preferably C1-3 alkyl, more preferably CH3) optionally substituted with with 1, 2 or 3 substituents, each substituent being independently OH, halo, C1-3 alkoxy, or (halo)C1-3 alkoxy;
-(C0-3 alkyl)CO2R d, wherein R d is an C1-6 alkyl optionally substituted with 1, 2 or 3 substituents, each substituent being independently OH, halo, C1-3 alkoxy (e.g., fluoroalkoxy), N(R a)(R b) where R a and R b are independently H, OH (R a and R b are not both OH), C2-4 hydroxyalkyl, or C1-3 alkyl or R a and R b together with the nitrogen atom to which they both are linked form a 3, 4, 5 or 6-membered heterocycle;
N(R a)(R b) where R a and R b are independently H, OH (R a and R b are not both OH), C2-4 hydroxyalkyl, C1-3 alkyl, or -N(R e)(R f) where R e and R f are independently H, OH (R a and R b are not both OH), or C1-3 alkyl; wherein optionally R a and R b together with the N form a 3, 4, 5 or 6-membered heterocycle, and optionally R e and R f together with the nitrogen atom to which they both are linked form a 3, 4, 5 or 6-membered heterocycle; or -(C0-3 alkyl)C(O)N(R a)(R b) where R a and R b are independently H or C1-3 alkyl; and optionally R9 and one of R8 and R10 together form a 3, 4, 5, or 6-membered heterocycle.

59. The compound of Claim 53, wherein R9 is OH; Cl; N3; C1-3 alkyl; C1-3 haloalkyl; -OR9a where R9a is C1-4 alkyl or C1-3 haloalkyl; -N(R a)(R b) where R a and R b are independently C1-3 alkyl; or -COOR9b where R9b is C1-3 alkyl; and optionally R9 and one of R8 and R10 together form a 3, 4, 5, or 6-membered heterocycle.

60. The compound of Claim 53 or 54, wherein R9 is -OR9a where R9a is C1-3 alkyl optionally substituted with 1-7 F; -N(R a)(R b) where R a and R b are independently C1-3 alkyl; -COOR9b where R9b is C1-3 alkyl or N3.

61. The compound of Claim 53 or 54, wherein R9 is -OCH3, -OC2H5, -N(CH3)2, -CO2CH3, -OCHF2 or N3.

62. The compound of any of Claims 53-61, wherein R2 is H; halo; N3; C1-6 alkyl optionally substituted with OH or halo; -XR2a wherein X is S or O and R2a is C1-6 alkyl optionally substituted with OH or halo; -CO2R a, wherein R a is C1-3 alkyl;
or -N(R a)(R b) wherein R a and R b are independently H, OH (R a and R b are not both OH), C1-3 alkyl, C1-6 hydroxyalkyl, or a C1-6 alkyl that is optionally substituted with -N(R e)(R f) where R e and R f are independently H, OH (R e and R f are not both OH), C1-3 alkyl or C2-3 hydroxyalkyl, or optionally R a and R b together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle.

63. The compound of any of Claims 53-61, wherein R2 is H; halo; C1-3 alkyl optionally substituted with OH or halo (preferably F, e.g., monofluoro, difluoro, or trifluoro); -XR2a wherein X is S or O and R2a is C1-3 alkyl (preferably C1-3 alkyl, more preferably CH3) optionally substituted with halo; or -N(R
a)(R b) where R a and R b are independently H, OH (R a and R b are not both OH), C1-3 alkyl or C2-3 hydroxyalkyl.

64. The compound of any of Claims 53-61, wherein R2 is H, methyl, ethyl, Cl, F, fluoromethyl (CH2F, CHF2, CF3), C1-3 hydroxyalkyl, NH2, NH2OH, -NHCH2CH2OH, NHCH3, N(CH3)2, N3, morpholino, OCH3, OC2H5 or SCH3.

65. The compound of any of Claims 53-61, wherein R2 is H, methyl, Cl, CH2OH, -NH2, -NHCH3, -NHCH2CH2OH, -OCH3, -SCH3 or -CH2F.

66. The compound of any of Claims 53-65, wherein when R9 is C1-6 alkyl or C1-6haloalkyl, R2 is not H.

67. The compound of any of Claims 53-65, wherein when R9 is C1-6 alkyl or C1-6 haloalkyl, then R2 is methyl, ethyl, Cl, F, fluoromethyl, C1-3 hydroxyalkyl, NH2, NH2OH, -NHCH2CH2OH, NHCH3, N(CH3)2, N3, morpholino, OCH3, OC2H5, or SCH3.

68. The compound of any of Claims 53, wherein R1 is methyl; R2 is H, methyl, ethyl, Cl, F, fluoromethyl (CH2F, CHF2, CF3), CH2OH, NH2, NHCH3, N(CH3)2, -NHCH2CH2OH, OCH3, or SCH3; R3 is H, CH3, OCH3, F, or Cl; R4 and R6 are independently H, CH3, NH2, F, or Cl; R5 is H; R7 and R11 are independently H, F, or OCH3; R8 and R10 are independently H, F, Cl, or OCH3; and R9 is selected from the group consisting of -OR9a where R9a is selected from the group of methyl, ethyl, fluoromethyl (e.g., CH2F, CHF2, CF3), and fluoroethyl; -NHCH3; -N(CH3)2; - N3;
and -COOR9b where R9b is H or methyl or ethyl.

69. The compound of any of Claims 53, wherein R1 is CH3; R2 is H, methyl, Cl, -CH2OH, -NH2, -NHCH3, -NHCH2CH2OH, -OCH3, -SCH3, or -CH2F; R3 is H, -CH3, -OCH3, or Cl; R4 is H, CH3, or NH2; R5 is H; R6 is H, or CH3; R7 and R11 are independently H, or F; R8 and R10 are independently H, or F or OCH3; and R9 is -OCH3 or -OC2H5, - N(CH3)2, -CO2CH3, -OCHF2, or N3;

70. The compound of any of Claims 53-69, wherein exactly one of Q, T, U and V is N.

71. The compound of any of Claims 53-69, wherein exactly two of Q, T, U and V are N.

72. The compound of Claim 26, wherein said compound is according to Formula VIb:

or pharmaceutically acceptable salts, or solvates thereof, wherein:
R1 is methyl or ethyl;
R5 is H or F; and R2 - R4, R6 - R11 are independently H, halo, N3, OH, thiol, nitro, CN, NH2, C1-alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 alkoxy, C1-6 alkylthiol, halo-C1-6 alkyl, C2-6 alkenyl-O-, C2-6 alkynyl-O-, hydroxy-C1-6 alkyl, C1-6 alkoxy-C1-6 alkyl, C1-6 acyl, C1-6 acyloxy, -C1-6 alkyl-C(O)O-C1-6 alkyl, -C(O)O-C1-6 alkyl, C1-6 alkyl-C(O)O-C1-6 alkyl-, C1-6 acylamido, N(R a)(R b), -C1-6 alkyl-C(O)N(R a)(R b), -C(O)N(R a)(R b), N(R a)(R b)-C1-6 alkyl-, 3, 4, 5, or 6-membered carbocycle, heterocycle, aryl, or heteroaryl, wherein R a and R b are independently H, OH
(R a and R b are not both OH), C2-6 hydroxyalkyl, or C1-6 alkyl, or R a and R b together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle (e.g., piperidinyl, pyrrolidinyl, and morpholinyl);
wherein any of the groups is optionally substituted with 1-3 substituents wherein each substituent is independently halo, N3, OH, thiol, nitro, CN, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 alkoxy, C1-6 alkylthiol, C2-6 alkenyl-O-, C2-6 alkynyl-O-, hydroxy-C1-6 alkyl, C1-6 alkoxy-C1-6 alkyl, C1-6 acyl, C1-6 acyloxy, C1-6 alkyl-C(O)O-C1-6 alkyl-, C1-6acylamido, N(R a)(R b), -C1-6 alkyl-C(O)N(R a)(R b), -C(O)N(R a)(R b), N(R a)(R b)-C1-6 alkyl-, wherein R a and R b are independently H, OH (R a and R b are not both OH), C2-6 hydroxyalkyl, or C1-6 alkyl or R a and R b together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle, wherein optionally any two adjacent R7 - R11 groups together form a 3, 4, 5 or 6-membered carbocycle or heterocycle;
provided that R9 is not -O(C1-6 alkyl)C(O)O(C1-6 alkyl), and when R9 is H then and R10 are not both H or one H and the other halo.

73. The compound of Claim 72, wherein when R9 is H then at least one of R8 and R10 is not H or halo or C1-6 alkyl.

74. The compound of Claim 72 or 73, wherein:
R2 is H; halo; N3; C1-6 alkyl optionally substituted with 1-4 substituents which are independently OH or halo; -XR2a where X is S or O, and R2a is C1-6 alkyl optionally substituted with OH or halo; -CO2-R2f, where R2f is C1-6; or -N(R2b)(R2a) where R2b and R2c are independently H, OH, C1-6 alkyl, C1-6 hydroxyalkyl, or C1-6 alkyl that is optionally substituted with -N(R2d)(R2e) where R2a and R2e are independently H, OH, C1-3 alkyl, or C2-3 hydroxyalkyl, and wherein R2b and R2c together with the nitrogen atom to which they are both linked may form a 3, 4, 5 or 6-membered heterocycle, and wherein R2b and R2c are not both OH, R2a and R2e are not both OH;

R3 is H; halo; C1-3 alkyl; or C1-3 alkoxy;
R4 and R6 are independently H; halo; N3; C1-3 alkyl; C1-3 alkoxy; or -N(R2b)(R2c) wherein R2b and R2c are independently H, OH, CH3, and optionally R2b and R2c together may form a 3, 4, 5 or 6-membered heterocycle, and where R2b and R2c are not both OH;
R5 is H;
R7 and R11 are independently H, halo, CH3, or OCH3;
R8 and R10 are independently H; halo; C1-3 alkyl; C1-3 alkoxy; -XR9a, where X
is O
or S, and R9a is C1-4 alkyl or C1-3 haloalkyl; -N(R a)(R b) where R a and R b are independently C1-3 alkyl; or -COOR9b, wherein R9b is C1-3 alkyl (preferably methyl or ethyl); and R9 is selected from the group consisting of H; hydroxy; Cl; N3; C1-3 alkyl or haloalkyl; -OR9a, wherein R12 is C1-3 alkyl or C1-3 haloalkyl; -N(R2b)(R2c) where R2b and R2c are independently H, C1-3 alkyl, or C1-3 haloalkyl; or -COOR9b, wherein R9b is C1-3 alkyl; and optionally R9 and one of R8 and R10 together form a 3, 4, 5, or 6-membered heterocycle.

75. The compound of Claim 72 or 73, wherein:
R2 is H; halo; N3; C1-6 alkyl optionally substituted with 1-4 substituents that are OH
or halo; -XR2a where X is S or O, and R2a is C1-6 alkyl optionally substituted with OH or halo; or -N(R2b)(R2c) where R2b and R2c are independently H, OH, C1-6 alkyl, C1-6 hydroxyalkyl, or R2b and R2c together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle;
R3 is H; halo; C1-3 alkyl; or C1-3 alkoxy;
R4 and R6 are independently H; halo; N3; C1-3 alkyl; C1-3 alkoxy; or -N(R2b)(R2c) wherein R2b and R2c are independently H, OH (R2b and R2c are not both OH), CH3, or R2b and R2c together form a 3, 4, 5 or 6-membered heterocycle;
R7, R8, R10 and R11 are independently H, halo, C1-3 alkyl, C1-3 alkoxy, or C1-alkylthiol;

R9 is selected from the group consisting of H; OH; Cl; N3; C1-3 alkyl; C1-3 haloalkyl;
-OR9a where R9a is C1-3 alkyl or C1-3 haloalkyl; -N(R2b)(R2c) where R2b and R2c are independently C1-3 alkyl; or -COOR9b where R9b is C1-3 alkyl; and optionally R9 and one of R8 and R10 together form a 3, 4, 5, or 6-membered heterocycle.

76. The compound of Claim 72 or 73, wherein R1 is methyl or ethyl; R2 is H, methyl, ethyl, Cl, F, fluoromethyl (CH2F, CHF2, CF3), C1-3 hydroxyalkyl, NH2, NH2OH, NHCH2CH2OH, NHCH3, N(CH3)2, N3, morpholino, OCH3, OC2H5, or SCH3; R3 is H, CH3, OCH3, F, or Cl; R4 and R6 are independently H, CH3, NH2, N3, F, or Cl; R5 is H; R7 and R11 are independently H, F, or OCH3; R8 and R10 are independently H, F, Cl, or OCH3; and R9 is selected from the group consisting of H, OH, N3, Cl, C1-3 alkyl, C1-3 haloalkyl, or -OR9a where R9a is C1-3 alkyl or C1-haloalkyl, N(R2b)(R2c) wherein R2b and R2c are independently C1-3 alkyl, or -COOR9b where R9b is C1-3 alkyl, and optionally R8 and R9 together form a 3, 4, 5, or 6-membered heterocycle; provided that when R9 is H, at least one of R8 and R10 is OCH3, and when R9 is C1-3 alkyl or C1-3 haloalkyl or Cl, R2 is Cl or methyl or ethyl.

77. The compound of Claim 72 or 73, wherein R9 is selected from the group consisting of H, Cl, N3;
C1-6 alkyl optionally substituted with 1, 2 or 3 substituents, each substituent being independently OH, halo, C1-3 alkoxy, (halo)C1-3 alkoxy, N(R a)(R b) where R a and R b are independently H, OH (R a and R b are not both OH), C2-4 hydroxyalkyl, or C1-3 alkyl or R a and R b together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle;
-XR c wherein X is S or O and R c is C1-6 alkyl (preferably C1-3 alkyl, more preferably CH3) optionally substituted with with 1, 2 or 3 substituents, each substituent being independently OH, halo, C1-3 alkoxy, or (halo)C1-3 alkoxy;
-(C0-3 alkyl)CO2R d where R d is C1-6 alkyl;
-N(R a)(R b) where R a and R b are independently H, OH (R a and R b are not both OH), C2-4 hydroxyalkyl, C1-3 alkyl, or -N(R e)(R f) where R e and R f are independently H, OH (R e and R f are not both OH), or C1-3 alkyl; wherein optionally R a and R b together with the nitrogen atom to which they are both linked form a 3, 4, 5 or 6-membered heterocycle, and optionally R e and R f together with the nitrogen atom to which they both are linked form a 3, 4, 5 or 6-membered heterocycle; or ~(C0-3 alkyl)C(O)N(R a)(R b) where R a and R b are independently H or C1-3 alkyl; and optionally R9 and one of R8 and R10 together form a 3, 4, 5, or 6-membered heterocycle.

78. The compound of Claim 72 or 73, wherein R9 is H; OH; Cl; N3; C1-3 alkyl; C1-3 haloalkyl; -OR9a where R9a is C1-4 alkyl or C1-3 haloalkyl; -NH(R
a) or ~N(R a)(R b) where R a and R b are independently C1-3 alkyl; or -COOR9b where R9b is C1-3 alkyl; and optionally R9 and one of R8 and R10 together form a 3, 4, 5, or 6-membered heterocycle.

79. The compound of any of Claims 72-78, wherein R2 is H; halo; N3; C1-6 alkyl optionally substituted with OH or halo; -XR2a wherein X is S or O, and R2a is C1-6 alkyl optionally substituted with OH or halo; -CO2R d wherein R d is C1-3 alkyl;
or ~N(R a)(R b) wherein R a and R b are independently H, OH (R and R b are not both OH), C1-6 alkyl, C1-6 hydroxyalkyl, or C1-6 alkyl that is optionally substituted with ~
N(R e)(R f) wherein R e and R f are independently H, OH (R e and R f are not both OH), C1-3 alkyl, or C2-3 hydroxyalkyl, and wherein optionally R a and R b together with the nitrogen atom to which they are both linked may form a 3, 4, 5 or 6-membered heterocycle.

80. The compound of any of Claims 72-78, wherein R2 is H; halo; C1-3 alkyl optionally substituted with OH or halo; -XR2a wherein X is S or O and R2a is C1-3 alkyl optionally substituted with halo; or-N(R a)(R b) wherein R a and R
b are independently H, OH (R a and R b are not both OH), C1-3 alkyl (preferably CH3), C2-3 hydroxyalkyl.

81. The compound of any of Claims 72-78, wherein R2 is H, methyl, ethyl, Cl, F, fluoromethyl (CH2F, CHF2, CF3), C1-3 hydroxyalkyl, NH2, NH2OH, -NHCH2CH2OH, NHCH3, N(CH3)2, N3, morpholino, OCH3, OC2H5 or SCH3.

82. The compound of any of Claims 72-78, wherein R2 is H, methyl, Cl, CH2OH, -NH2, -NHCH3, -NHCH2CH2OH, -OCH3, -SCH3, or -CH2F.

83. The compound of any of Claims 72-82, wherein when R9 is H, then R8 or R10 or both are independently OH; N3; -XR9a, where X is O or S and R9a is C1-4 alkyl or C1-3 haloalkyl; -NH(R a) or-N(R a)(R b) where R a and R b are independently C1-3 alkyl; or -COOR9b wherein R9b is C1-3 alkyl.

84. The compound of any of Claims 72-82, wherein when R9 is H, then R8 or R10 or both are independently N3; -OR9a where R9a is C1-4 alkyl or C1-3 haloalkyl; -N(R a)(R b) where R a and R b are independently C1-3 alkyl; or -COOR9b where R9b is C1-3 alkyl.

85. The compound of any of Claims 72-82, wherein when R9 is H, then R8 or R10 or both are C1-3 alkoxy or C1-3 halo alkoxy.

86. The compound of any of Claims 72-85, wherein when R9 is C1-6 alkyl or C1-6 haloalkyl, then R2 is not H, and preferably R2 is methyl, ethyl, Cl, F, fluoromethyl (CH2F, CHF2, CF3), C1-3 hydroxyalkyl (preferably CH2OH or CH2CH2OH), NH2, NH2OH, -NHCH2CH2OH, NHCH3, N(CH3)2, N3, morpholino, OCH3, OC2H5, or SCH3.

87. The compound of any of Claims 72-82, wherein R9 is N3; ~OR9a, wherein R9a is C1-3 alkyl optionally substituted with 1-7 F;~N(R a)(R b) where R a and R b are independently C1-3 alkyl; or ~COOR9b where R9b is C1-3 alkyl.

88. The compound of any of Claims 72-82, wherein R9 is ~OCH3, -OC2H5, -N(CH3)2, -CO2CH3, -OCHF2, or N3.

89. The compound of Claim 72, wherein R1 is CH3; R2 is H, methyl, ethyl, Cl, F, fluoromethyl (CH2F, CHF2, CF3), CH2OH, NH2, NHCH3, N(CH3)2, -NHCH2CH2OH, OCH3, or SCH3; R3 is H, CH3, OCH3, F, or Cl; R4 and R6 are independently H, CH3, NH2, F, or Cl; R5 is H; R7 and R11 are independently H, F, or OCH3; R8 and R10 are independently H, F, Cl, or OCH3; and R9 is selected from the group consisting of -OR12 where R12 is methyl, ethyl, fluoromethyl or fluoroethyl, -NHCH3, N(CH3)2, N3, and -COOR13 where R13 is methyl or ethyl.

90. The compound of Claim 72, wherein R1 is CH3; R2 is H, methyl, Cl, -CH2OH, -NH2, -NHCH3, -NHCH2CH2OH, -OCH3, -SCH3, or -CH2F; R3 is H, -CH3, OCH3, or Cl; R4 is H, CH3, or NH2; R5 is H; R6 is H, or CH3; R7 and R11 are independently H, or F; R8 and R10 are independently H, or F or OCH3; and R9 is -OCH3 or -OC2H5, - N(CH3)2, -CO2CH3, -OCHF2, or N3.

91. The compound of Claim 72, wherein R1 is CH3; R2 is Cl, methyl or CH2F; R3 is H, CH3, F or Cl; R4, R5 and R6 are H; R7, R8, R10 and R11 are independently H or F; and R9 is -OCH3 or -N(CH3)2.

92. A compound selected from the group consisting of:
N2-Hydroxyl-N4-(4-methoxy-phenyl)-N4-methyl-quinazoline-2,4-diamine;
N2-(2-Hydroxylethyl)-N4-(4-methoxy-phenyl)-N4-methyl-quinazoline-2,4-diamine;
N4-(4-methoxy-phenyl)-N4-methyl-quinazoline-2,4-diamine;
N2-(3,7-Dimethyl-octa-2,6-dienyl)-N4-(4-methoxy-phenyl)-N4-methyl-quinazoline-2,4-diamine;
N4-(4-Methoxy-phenyl)-N4-methyl-N2-(2-morpholin-4-yl-ethyl)-quinazoline-2,4-diamine;
(4-Methoxy-phenyl)-methyl-(2-morpholin-4-yl-quinazolin-4-yl)-amine;
N2-(3,7-Dimethyl-octa-2,6-dienyl)-N4-(4-methyl-phenyl)-N4-methyl-quinazoline-2,4-diamine;

N2-[2-(1H-Imidazol-4-yl)-ethyl]-N4-(4-methoxy-phenyl)-N4-methyl-quinazoline-2,4-diamine;
N2-(3-Dimethylamino-propyl)-N4-(4-methoxy-phenyl)-N4-methyl-quinazoline-2,4-diamine;
5-Chloro-N2,N4-bis-(4-methoxy-phenyl)-N2,N4-dimethyl-quinazoline-2,4-diamine;
6-Chloro-N2,N4-bis-(4-methoxy-phenyl)-N2,N4-dimethyl-quinazoline-2,4-diamine;
(2-Dimethylamino-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine; and (2-Methylamino-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
or a pharmaceutically acceptable salt or solvate thereof.

93. A compound selected from the group consisting of:
(2-Fluoromethyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(4-Methoxy-phenyl)-methyl-(2-methyl-quinazolin-4-yl)-amine;(2-Chloromethyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2-Ethyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(4-carboxy-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
Ethyl 4-(N-(4-methoxy-phenyl)-N-methylamino)quinazoline-2-carboxylate;
(2-hydroxymethyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2-Dimethylaminomethyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(4-Difluoromethoxy-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(3-Fluoro-4-methoxy-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(4-Isopropoxy-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(4-Ethyl-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(5-Methoxy-2-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(4-Hydroxy-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(2-Fluoro-4-methoxy-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(2-Methyl-quinazolin-4-yl)-(4-nitro-phenyl)-methyl-amine;
(4-Amino-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(4-Azido-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;

(4-Amino-2,6-dibromo-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(4-Amino-2-bromo-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(4-Dimethylamino-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(4-Ethoxy-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(4-Methoxy-phenyl-2,3,5,6-d4)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(4-Methoxy-phenyl)-(2-methyl-6-nitro-quinazolin-4-yl)-methyl-amine;
(6-Amino-2-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(6-Azido-2-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(4-Methoxy-phenyl)-(2-methyl-7-nitro-quinazolin-4-yl)-methyl-amine;
(2,4,6-Trimethoxy-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine;
(7-Amino-2-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(7-Azido-2-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(3,5-Dibromo-4-methoxyphenyl)-(2-methyl-6-nitro-quinazolin-4-yl)-methyl-amine;
(4-Fluoro-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine; and Difluoromethyl-(4-methoxy-phenyl)-(2-methyl-quinazolin-4-yl)-amine;
or a pharmaceutically acceptable salt or solvate thereof.

94. A compound selected from the group consisting of:
(2-Chloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(4-methyl-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(4-chloro-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(4-nitro-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(4-trifluoromethoxy-phenyl)-methyl-amine;
(2-Chloro-6,7-dimethoxyquinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(6-methoxy-pyridin-3-yl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-isopropyl-(4-methoxy-phenyl)-amine;
(2-Chloro-quinazolin-4-yl)-cyclohexyl-(4-methoxy-phenyl)-amine;
(2-Chloro-quinazolin-4-yl)-(2,3-dimethoxy-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-ethyl-(4-methoxy-phenyl)-amine;
(2-Chloro-quinazolin-4-yl)-(2,4-dimethoxy-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(2,5-dimethoxy-phenyl)-methyl-amine;

(2-Chloro-quinazolin-4-yl)-(3-methoxy-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(2-methoxy-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(4-methylcarboxyphenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(4-hydroxyphenyl)-methylamine;
(2-Chloro-6-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2-Chloro-7-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2-Chloro-5-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2-Chloro-8-methyl-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2,6-Dichloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2,7-Dichloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(3,4-methylenedioxyphenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(3,4-dimethoxy-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(4-phenoxy-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(4-propoxy-phenyl)-methyl-amine;
(2-Chloro-quinazolin-4-yl)-(4-ethoxy-phenyl)-methyl-amine;
(2,8-Dichloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine; and (2,5-Dichloro-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
or a pharmaceutically acceptable salt or solvate thereof.

95. A compound selected from the group consisting of:
(4-Methoxy-phenyl)-methyl-quinazolin-4-yl-amine; and (4-Methyl-phenyl)-methyl-quinazolin-4-yl-amine;
or a pharmaceutically acceptable salt or solvate thereof.

96. A compound selected from the group consisting of:
(2-methoxy-quinazolin-4-yl)-(4-methoxyphenyl)-methylamine; and (S-Chloro-2-isopropoxy-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine;
or a pharmaceutically acceptable salt or solvate thereof.

97. The compound (2-methylthio-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine, or a pharmaceutically acceptable salt or solvate thereof.

98. The compound (2-azido-quinazolin-4-yl)-(4-methoxy-phenyl)-methyl-amine, or a pharmaceutically acceptable salt or solvate thereof.

99. The compound (4-methoxy-phenyl)-methyl-(2-methyl-quinazolin-4-yl)-amine hydrochloride, or a pharmaceutically acceptable salt or solvate thereof.

100. The compound (2-chloro-quinazolin-4-yl)-(4-methoxy-benzyl)-methyl-amine, or a pharmaceutically acceptable salt or solvate thereof.

101. The compound (isoquinolin-1-yl)-(4-methoxy-phenyl)-methyl-amine, or a pharmaceutically acceptable salt or solvate thereof.

102. The compound (4-methoxy-phenyl)-methyl-(quinolin-4-yl)-amine, or a pharmaceutically acceptable salt or solvate thereof.

103. The compound (4-Dimethylamino-phenyl)-(2-methyl-quinazolin-4-yl)-methyl-amine, or a pharmaceutically acceptable salt or solvate thereof.

104. A pharmaceutical composition comprising an effective amount of a compound according to any of Claims 26-103, in admixture with a pharmaceutically acceptable carrier.

105. A pharmaceutical composition comprising an effective amount of a compound according to any one of Claims 26-103 and another anticancer agent selected from the group consisting of alkylating agents, antimitotic agents, topo I
inhibitors, topo II inhibitors, RNA/DNA antimetabolites, EGFR inhibitors, angiogenesis inhibitors, tubulin inhibitors, proteosome inhibitors, melphalan, chlorambucil, cyclophosamide, ifosfamide, vincristine, mitoguazone, epirubicin, aclarubicin, bleomycin, mitoxantrone, elliptinium, fludarabine, octreotide, retinoic acid, tamoxifen, Gleevec® and alanosine.

106. Use of a compound according to any one of Claims 26-103 for the manufacture of a medicament useful in inhibiting tubulin in a mammal.

107. Use of a compound according to any one of Claims 26-103 for the manufacture of a medicament useful in inhibiting topoisomerase II in a mammal.

108. Use of a compound according to any one of Claims 26-103 for the manufacture of a medicament useful in inducing apoptosis.

109. Use of a compound according to any one of Claims 26-103 for the manufacture of a medicament useful in treating a disease responsive to the induction of apoptosis in a mammal.

110. The use according to any of Claims 106-109 for treating cancer, autoimmune diseases, autoimmune lymphoproliferative syndrome, synovial cell hyperplasia, inflammation, viral infection, in-stent restenosis, and fungi infection.

111. Use of a compound according to any one of Claims 26-103 in treating a patient who has been treated with and is not responsive to another anticancer agent, or has developed resistance to such other anticancer agent.

112. Use of a compound according to any one of Claims 26-103 in treating a patient who is refractory to another anticancer agent.

113. The use of Claim 111 or 112, wherein said other anticancer agent is selected from the group consisting of alkylating agents, antimitotic agents, topo I
inhibitors, topo II inhibitors, RNA/DNA antimetabolites, EGFR inhibitors, angiogenesis inhibitors, tubulin inhibitors, proteosome inhibitors, melphalan, chlorambucil, cyclophosamide, ifosfamide, vincristine, mitoguazone, epirubicin, aclarubicin, bleomycin, mitoxantrone, elliptinium, fludarabine, octreotide, retinoic acid, tamoxifen, Gleevec® and alanosine.

114. The use of Claim 113, wherein said other anticancer agent is vinblastine, taxol, or an analogue thereof.