Title of Invention

AMIDO COMPOUNDS AND THEIR USE AS PHARMACEUTICALS

Abstract The present invention relates to inhibitors of 11-Β hydroxyl steroid dehydrogenase type 1, antagonists of the miner- alocorticoid receptor (MR), and pharmaceutical compositions thereof. The compounds of the invention can be useful in the treatment of various diseases associated with expression or activity of 11-B hydroxyl steroid dehydrogenase type 1 and/or diseases associated with aldosterone excess.
Full Text FIELD OF THE INVENTION
The present invention relates to modulators of 11-β hydroxyl steroid dehydrogenase type 1
(11PHSD1) and/or mineralocorticoid receptor (MR), compositions thereof and methods of using the
same.
BACKGROUND OF THE INVENTION
Glucocorticoids are steroid hormones that regulate fat metabolism, function and distribution.
In vertebrates, glucocorticoids also have profound and diverse physiological effects on development,
neurobiology, inflammation, blood pressure, metabolism and programmed cell death. In humans, the
primary endogenously-produced glucocorticoid is Cortisol. Cortisol is synthesized in the zona
fasciculate of the adrenal cortex under the control of a short-term neuroendocrine feedback circuit
called the hypothalamic-pituitary-adrenal (HPA) axis. Adrenal production of Cortisol proceeds under
the control of adrenocorticotrophic hormone (ACTH), a factor produced and secreted by the anterior
pituitary. Production of ACTH in the anterior pituitary is itself highly regulated, driven by
corticotropin releasing hormone (CRH) produced by the paraventricular nucleus of the hypothalamus.
The HPA axis maintains circulating Cortisol concentrations within restricted limits, with forward drive
at the diurnal maximum or during periods of stress, and is rapidly attenuated by a negative feedback
loop resulting from the ability of Cortisol to suppress ACTH production in the anterior pituitary and
CBH production in the hypothalamus.
Aldosterone is another hormone produced by the adrenal cortex; aldosterone regulates sodium
and potassium homeostasis. Fifty years ago, a role for aldosterone excess in human disease was
reported in a description of the syndrome of primary aldosteronism (Conn, (1955), J. Lab. Clin. Med.
45: 6-17). It is now clear that elevated levels of aldosterone are associated with deleterious effects on
the heart and kidneys, and are a major contributing factor to morbidity and mortality in both heart
failure and hypertension.
Two members of the nuclear hormone receptor superfamily, glucocorticoid receptor (GR) and
mineralocorticoid receptor (MR), mediate Cortisol function in vivo, while the primary intracellular
receptor for aldosterone is the MR. These receptors are also referred to as 'ligand-dependent
transcription factors,' because their functionality is dependent on the receptor being bound to its

ligand (for example, Cortisol); upon ligand-binding these receptors directly modulate transcription via
DNA-binding zinc finger domains and transcriptional activation domains.
Historically, the major determinants of glucocorticoid action were attributed to three primary
factors: 1) circulating levels of glucocorticoid (driven primarily by the HPA axis), 2) protein binding
of glucocorticoids in circulation, and 3) intracellular receptor density inside target tissues. Recently, a
fourth determinant of glucocorticoid function was identified: tissue-specific pre-receptor metabolism
by glucocorticoid-activating and -inactivating enzymes. These 11-beta-hydroxysteroid dehydrogenase
(1 l-β-HSD) enzymes act as pre-receptor control enzymes that modulate activation of the GR and MR
by regulation of glucocorticoid hormones. To date, two distinct isozymes of 11-beta-HSD have been
cloned and characterized: 11βHSD1 (also known as 11-beta-HSD type 1, llbetaHSDl, HSD11B1,
HDL, and HSD11L) and 11βHSD2. lβHSDl and 11βHSD2 catalyze the interconversion of
hormonally active Cortisol (corticosterone in rodents) and inactive cortisone (11-
dehydrocorticosterone in rodents). 11βHSD1 is widely distributed in rat and human tissues;
expression of the enzyme and corresponding mRNA have been detected in lung, testis, and most
abundantly in liver and adipose tissue. 11βHSDl catalyzes both 11-beta-dehydrogenation and the
reverse 11-oxoreduction reaction, although 11βHSDl acts predominantly as a NADPH-dependent
oxoreductase in intact cells and tissues, catalyzing the activation of Cortisol from inert cortisone (Low
et al. (1994) J. Mol. Endocrin. 13: 167-174) and has been reported to regulate glucocorticoid access to
the GR. Conversely, 11βHSD2 expression is found mainly in mineralocorticoid target tissues such as
kidney, placenta, colon and salivary gland, acts as an NAD-dependent dehydrogenase catalyzing the
inactivation of Cortisol to cortisone (Albiston et al. (1994) Mol. Cell. Endocrin. 105: R11-R17), and
has been found to protect the MR from glucocorticoid excess, such as high levels of receptor-active
Cortisol (Blum, et al, (2003) Prog. Nucl. Acid Res. Mol. Biol. 75:173-216).
In vitro, the MR binds Cortisol and aldosterone with' equal affinity. The tissue specificity of
aldosterone activity, however, is conferred by the expression of 11βHSD2 (Funder et al. (1988),
Science 242: 583-585). The inactivation of Cortisol to cortisone by 11βHSD2 at the site of the MR
enables aldosterone to bind to this receptor in vivo. The binding of aldosterone to the MR results in
dissociation of the ligand-activated MR from a multiprotein complex containing chaperone proteins, translocation of the MR into the nucleus, and its binding to hormone response elements in regulatory
regions of target gene promoters. Within the distal nephron of the kidney, induction of serum and
glucocorticoid inducible kinase-1 (sgk-1) expression leads to the absorption of Na+ ions and water
through the epithelial sodium channel, as well as potassium excretion with subsequent volume
expansion and hypertension (Bhargava et al., (2001), Endo 142: 1587-1594).
In humans, elevated aldosterone concentrations are associated with endothelial dysfunction,
myocardial infarction, left ventricular atrophy, and death. In attempts to modulate these ill effects,
multiple intervention strategies have been adopted to control aldosterone overactivity and attenuate

the resultant hypertension and its associated cardiovascular consequences. Inhibition of angiotensin-
converting enzyme (ACE) and blockade of the angiotensin type 1 receptor (AT1R) are two strategies
that directly impact the rennin-angiotensin-aldosterone system (RAAS). However, although ACE
inhibition and AT1R antagonism initially reduce aldosterone concentrations, circulating
concentrations of this hormone return to baseline levels with chronic therapy (known as 'aldosterone
escape'). Importantly, co-administration of the MR antagonist Spironolactone or Eplerenone directly
blocks the deleterious effects of this escape mechanism and dramatically reduces patient mortality
(Pitt et al., New England J. Med. (1999), 341: 709-719; Pitt et al., New England J. Med. (2003), 348:
1309-1321). Therefore, MR antagonism may be an important treatment strategy for many patients
with hypertension and cardiovascular disease, particularly those hypertensive patients at risk for
target-organ damage.
Mutations in either of the genes encoding the 11-beta-HSD enzymes are associated with
human pathology. For example, 11βHSD2 is expressed in aldosterone-sensitive tissues such as the
distal nephron, salivary gland, and colonic mucosa where its Cortisol dehydrogenase activity serves to
protect the intrinsically non-selective MR from illicit occupation by Cortisol (Edwards et al. (1988)
Lancet 2: 986-989). Individuals with mutations in 11βHSD2 are deficient in this cortisol-inactivation
activity and, as a result, present with a syndrome of apparent mineralocorticoid excess (also referred
to as 'SAME') characterized by hypertension, hypokalemia, and sodium retention (Wilson et al.
(1998) Proc. Natl. Acad. Sci. 95: 10200-10205). Likewise, mutations in 11βHSD1, a primary
regulator of tissue-specific glucocorticoid bioavailability, and in the gene encoding a co-localized
NADPH-generating enzyme, hexose 6-phosphate dehydrogenase (H6PD), can result in cortisone
reductase deficiency (CRD), in which activation of cortisone to Cortisol does not occur, resulting in
adrenocorticotropin-mediated androgen excess. CRD patients excrete virtually all glucocorticoids as
cortisone metabolites (tetrathydrocortisone) with low or absent Cortisol metabolites
(tetrahydrocortisols). When challenged with oral cortisone, CRD patients exhibit abnormally low
plasma Cortisol concentrations. These individuals present with ACTH-mediated androgen excess
(hirsutism, menstrual irregularity, hyperandrogenism), a phenotype resembling polycystic ovary
syndrome (PCOS) (Draper et al. (2003) Nat. Genet. 34: 434-439).
The importance of the HPA axis in controlling glucocorticoid excursions is evident from the
fact that disruption of homeostasis in the HPA axis by either excess or deficient secretion or action
results in Cushing's syndrome or Addison's disease, respectively (Miller and Chrousos (2001)
Endocrinology and Metabolism, eds. Felig and Frohman (McGraw-Hill, New York), 4th Ed.: 387-
524). Patients with Cushing's syndrome (a rare disease characterized by systemic glucocorticoid
excess originating from the adrenal or pituitary tumors) or receiving glucocorticoid therapy develop
reversible visceral fat obesity. Interestingly, the phenotype of Cushing's syndrome patients closely
resembles that of Reaven's metabolic syndrome (also known as Syndrome X or insulin resistance

syndrome) the symptoms of which include visceral obesity, glucose intolerance, insulin resistance,
hypertension, type 2 diabetes and hyperlipidemia (Reaven (1993) Ann. Rev. Med. 44: 121-131).
However, the role of glucocorticoids in prevalent forms of human obesity has remained obscure
because circulating glucocorticoid concentrations are not elevated in the majority of metabolic
syndrome patients. In fact, glucocorticoid action on target tissue depends not only on circulating
levels but also on intracellular concentration, locally enhanced action of glucocorticoids in adipose
tissue and skeletal muscle has been demonstrated in metabolic syndrome. Evidence has accumulated
that enzyme activity of 11βHSD1, which regenerates active glucocorticoids from inactive forms and
plays a central role in regulating intracellular glucocorticoid concentration, is commonly elevated in
fat depots from obese individuals. This suggests a role for local glucocorticoid reactivation in obesity
and metabolic syndrome.
Given the ability of 11βHSD1 to regenerate Cortisol from inert circulating cortisone,
considerable attention has been given to its role in the amplification of glucocorticoid function.
11βHSD1 is expressed in many key GR-rich tissues, including tissues of considerable metabolic
importance such as liver, adipose, and skeletal muscle, and, as such, has been postulated to aid in the
tissue-specific potentiation of glucocorticoid-mediated antagonism of insulin function. Considering a)
the phenotypic similarity between glucocorticoid excess (Cushing's syndrome) and the metabolic
syndrome with normal circulating glucocorticoids in the latter, as well as b) the ability of 11βHSD1 to
generate active Cortisol from inactive cortisone in a tissue-specific manner, it has been suggested that
central obesity and the associated metabolic complications in syndrome X result from increased
activity of 11βHSD1 within adipose tissue, resulting in 'Cushing's disease of the omentum' (Bujalska
et al. (1997) Lancet 349: 1210-1213). Indeed, 11βHSD1 has been shown to be upregulated in adipose
tissue of obese rodents and humans (Livingstone et al. (2000) Endocrinology 131: 560-563; Rask et
al. (2001) J. Clin. Endocrinol. Metab. 86: 1418-1421; Lindsay et al. (2003) J. Clin. Endocrinol.
Metab. 88: 2738-2744; Wake et al. (2003) J. Clin. Endocrinol. Metab. 88: 3983-3988).
Additional support for this notion has come from'studies in mouse transgenic models.
Adipose-specific overexpression of 11βHSD1 under the control of the aP2 promoter in mouse
produces a phenotype remarkably reminiscent of human metabolic syndrome (Masuzaki et al. (2001)
Science 294: 2166-2170; Masuzaki et al. (2003) J. Clinical. Invest. 112: 83-90). Importantly, this
phenotype occurs without an increase in total circulating corticosterone, but rather is driven by a local
production of corticosterone within the adipose depots. The increased activity of 11βHSD1 in these
mice (2-3 fold) is very similar to that observed in human obesity (Rask et al. (2001) J. Clin.
Endocrinol. Metab. 86: 1418-1421). This suggests that local 11βHSD1-mediated conversion of inert
glucocorticoid to active glucocorticoid can have profound influences whole body insulin sensitivity.
Based on this data, it would be predicted that the loss of 11βHSD1 would lead to an increase
in insulin sensitivity and glucose tolerance due to a tissue-specific deficiency in active glucocorticoid

levels. This is, in fact, the case as shown in studies with 11βHSD1-deficient mice produced by
homologous recombination (Kotelevstev et al. (1997) Proc. Natl. Acad. Sci. 94: 14924-14929; Morton
et al. (2001) J. Biol. Chem. 276: 41293-41300; Morton et al. (2004) Diabetes 53: 931-938). These
mice are completely devoid of 11-keto reductase activity, confirming that 11βHSD1 encodes the only
activity capable of generating active corticosterone from inert 11-dehydrocorticosterone. 11βHSD1-
def icient mice are resistant to diet- and stress-induced hyperglycemia, exhibit attenuated induction of
hepatic gluconeogenic enzymes (PEPCK, G6P), show increased insulin sensitivity within adipose,
and have an improved lipid profile (decreased triglycerides and increased cardio-protective HDL).
Additionally, these animals show resistance to high fat diet-induced obesity. Taken together, these
transgenic mouse studies confirm a role for local reactivation of glucocorticoids in controlling hepatic
and peripheral insulin sensitivity, and suggest that inhibition of 11βHSD1 activity may prove
beneficial in treating a number of glucocorticoid-related disorders, including obesity, insulin
resistance, hyperglycemia, and hyperlipidemia.
Data in support of this hypothesis has been published. Recently, it was reported that
11βSHSD1 plays a role in the pathogenesis of central obesity and the appearance of the metabolic
syndrome in humans. Increased expression of the 11βHSD1 gene is associated with metabolic
abnormalities in obese women and that increased expression of this gene is suspected to contribute to
the increased local conversion of cortisone to Cortisol in adipose tissue of obese individuals (Engeli, et
al., (2004) Obes. Res. 12: 9-17).
A new class of 11βHSD1 inhibitors, the arylsulfonamidothiazoles, was shown to improve
hepatic insulin sensitivity and reduce blood glucose levels in hyperglycemic strains of mice (Barf et
al. (2002) J. Med. Chem. 45: 3813-3815; Alberts et al. Endocrinology (2003) 144: 4755-4762).
Furthermore, it was recently reported that selective inhibitors of 11βHSD1 can ameliorate severe
hyperglycemia in genetically diabetic obese mice. Thus, 11βHSD1 is a promising pharmaceutical
target for the treatment of the Metabolic Syndrome (Masuzaki, et al., (2003) Curr. Drug Targets
Immune Endocr. Metabol. Disord. 3: 255-62).
A. Obesity and metabolic syndrome
As described above, multiple lines of evidence suggest that inhibition of 11βHSD1 activity
can be effective in combating obesity and/or aspects of the metabolic syndrome cluster, including
glucose intolerance, insulin resistance, hyperglycemia, hypertension, and/or hyperlipidemia.
Glucocorticoids are known antagonists of insulin action, and reductions in local glucocorticoid levels
by inhibition of intracellular cortisone to Cortisol conversion should increase hepatic and/or peripheral
insulin sensitivity and potentially reduce visceral adiposity. As described above, 11βHSD1 knockout
mice are resistant to hyperglycemia, exhibit attenuated induction of key hepatic gluconeogenic
enzymes, show markedly increased insulin sensitivity within adipose, and have an improved lipid

profile. Additionally, these animals show resistance to high fat diet-induced obesity (Kotelevstev et
al. (1997) Proc. Natl. Acad. Sci. 94: 14924-14929; Morton et al. (2001) J. Biol. Chem. 276: 41293-
41300; Morton et al. (2004) Diabetes 53: 931-938). Thus, inhibition of 11βHSD1 is predicted to have
multiple beneficial effects in the liver, adipose, and/or skeletal muscle, particularly related to
alleviation of component(s) of the metabolic syndrome and/or obesity.
B. Pancreatic function
Glucocorticoids are known to inhibit the glucose-stimulated secretion of insulin from
pancreatic beta-cells (Billaudel and Sutter (1979) Horm. Metab. Res. 11: 555-560). In both Cushing's
syndrome and diabetic Zucker fa/fa rats, glucose-stimulated insulin secretion is markedly reduced
(Ogawa et al. (1992) J. Clin. Invest. 90: 497-504). 11βHSD1 mRNA and activity has been reported in
the pancreatic islet cells of ob/ob mice and inhibition of this activity with carbenoxolone, an
11βHSD1 inhibitor, improves glucose-stimulated insulin release (Davani et al. (2000) J. Biol. Chem.
275: 34841-34844). Thus, inhibition of 11βHSD1 is predicted to have beneficial effects on the
pancreas, including the enhancement of glucose-stimulated insulin release.
C. Cognition and dementia
Mild cognitive impairment is a common feature of aging that may be ultimately related to the
progression of dementia. In both aged animals and humans, inter-individual differences in general
cognitive function have been linked to variability in the long-term exposure to glucocorticoids
(Lupien et al. (1998) Nat. Neurosci. 1: 69-73). Further, dysregulation of the HPA axis resulting in
chronic exposure to glucocorticoid excess in certain brain subregions has been proposed to contribute
to the decline of cognitive function (McEwen and Sapolsky (1995) Curr. Opin. Neurbbiol. 5: 205-
216). 11βHSD1 is abundant in the brain, and is expressed in multiple subregions including the
hippocampus, frontal cortex, and cerebellum (Sandeep et al. (2004) Proc. Natl. Acad. Sci. Early
Edition: 1-6). Treatment of primary hippocampal cells with the 11βHSD1 inhibitor carbenoxolone
protects the cells from gmcocorticoid-mediated exacerbation of excitatory amino acid neurotoxicity
(Rajan et al. (1996) J. Neurosci. 16: 65-70). Additionally, 11βHSD1-deficient mice are protected
from glucocorticoid-associated hippocampal dysfunction that is associated with aging (Yau et al.
(2001) Proc. Natl. Acad. Sci. 98: 4716-4721). In two randomized, double-blind, placebo-controlled
crossover studies, administration of carbenoxolone improved verbal fluency and verbal memory
(Sandeep et al. (2004) Proc. Natl. Acad. Sci. Early Edition: 1-6). Thus, inhibition of 11βHSD1 is
predicted to reduce exposure to glucocorticoids in the brain and protect against deleterious
glucocorticoid effects on neuronal function, including cognitive impairment, dementia, and/or
depression.

D. Intrα-ocular pressure
Glucocorticoids can be used topically and systemically for a wide range of conditions in
clinical ophthalmology. One particular complication with these treatment regimens is corticosteroid-
induced glaucoma. This pathology is characterized by a significant increase in intrα-ocular pressure
(IOP). In its most advanced and untreated form, IOP can lead to partial visual field loss and
eventually blindness. IOP is produced by the relationship between aqueous humour production and
drainage. Aqueous humour production occurs in the non-pigmented epithelial cells (NPE) and its
drainage is through the cells of the trabecular meshwork. 11βHSD1 has been localized to NPE cells
(Stokes et al. (2000) Invest Ophthalmol. Vis. Sci. 41: 1629-1683; Rauz et al. (2001) Invest.
Ophthalmol. Vis. Sci. 42: 2037-2042) and its function is likely relevant to the amplification of
glucocorticoid activity within these cells. This notion has been confirmed by the observation that free
Cortisol concentration greatly exceeds that of cortisone in the aqueous humour (14:1 ratio). The
functional significance of 11βHSD1 in the eye has been evaluated using the inhibitor carbenoxolone
in healthy volunteers (Rauz et al. (2001) Invest. Ophthalmol. Vis. Sci. 42: 2037-2042). After seven
days of carbenoxolone treatment, IOP was reduced by 18%. Thus, inhibition of 11βHSD1 in the eye
is predicted to reduce local glucocorticoid concentrations and IOP, producing beneficial effects in the
management of glaucoma and other visual disorders.
E. Hypertension
Adipocyte-derived hypertensive substances such as leptin and angiotensinogen have been
proposed to be involved in the pathogenesis of obesity-related hypertension (Matsuzawa et al. (1999)
Ann. N.Y. Acad. Sci. 892: 146-154; Wajchenberg (2000) Endocr. Rev. 21: 697-738). Leptin, which
is secreted in excess in aP2-11βHSD1 transgenic mice (Masuzaki et al. (2003) J. Clinical Invest 112:
83-90), can activate various sympathetic nervous system pathways, including those that regulate
blood pressure (Matsuzawa et al. (1999) Ann. N.Y. Acad. Sci. 892: 146-154). Additionally, the renin-
angiotensin system (RAS) has been shown to be a major determinant of blood pressure (Walker et al.
(1979) Hypertension 1: 287-291). Angiotensinogen, which is produced in liver and adipose tissue, is
the key substrate for renin and drives RAS activation. Plasma angiotensinogen levels are markedly
elevated in aP2-11βHSD1 transgenic mice, as are angiotensin II and aldosterone (Masuzaki et al,
(2003) J. Clinical Invest. 112: 83-90). These forces likely drive the elevated blood pressure observed
in aP2-11βHSD1 transgenic mice. Treatment of these mice with low doses of an angiotensin II
receptor antagonist abolishes this hypertension (Masuzaki et al. (2003) J. Clinical Invest. 112: 83-90).
This data illustrates the importance of local glucocorticoid reactivation in adipose tissue and liver, and
suggests that hypertension may be caused or exacerbated by 11βHSD1 activity. Thus, inhibition of
11βHSD1 and reduction in adipose and/or hepatic glucocorticoid levels is predicted to have beneficial
effects on hypertension and hypertension-related cardiovascular disorders.

F. Bone disease
Glucocorticoids can have adverse effects on skeletal tissues. Continued exposure to even
moderate glucocorticoid doses can result in osteoporosis (Cannalis (1996) J. Clin. Endocrinol. Metab.
81: 3441-3447) and increased risk for fractures. Experiments in vitro confirm the deleterious effects
of glucocorticoids on both bone-resorbing cells (also known as osteoclasts) and bone forming cells
(osteoblasts). 11βHSD1 has been shown to be present in cultures of human primary osteoblasts as
well as cells from adult bone, likely a mixture of osteoclasts and osteoblasts (Cooper et al. (2000)
Bone 27: 375-381), and the 11βHSD1 inhibitor carbenoxolone has been shown to attenuate the
negative effects of glucocorticoids on bone nodule formation (Bellows et al. (1998) Bone 23: 119-
125). Thus, inhibition of 11βHSD1 is predicted to decrease the local glucocorticoid concentration
within osteoblasts and osteoclasts, producing beneficial effects in various forms of bone disease,
including osteoporosis.
Small molecule inhibitors of 11βHSD1 are currently being developed to treat or prevent
11βHSD1-related diseases such as those described above. For example, certain amide-based
inhibitors are reported in WO 2004/08947O, WO 2004/089896, WO 2004/056745, and WO
2004/065351.
Antagonists of 11βHSD1 have been evaluated in human clinical trials (Kurukulasuriya, et al.,
(2003) Curr. Med. Chem. 10: 123-53).
In light of the experimental data indicating a role for 11βHSD1 in glucocorticoid-related
disorders, metabolic syndrome, hypertension, obesity, insulin resistance, hyperglycemia,
hyperlipidemia, type 2 diabetes, androgen excess (hirsutism, menstrual irregularity,
hyperandrogenism) and polycystic ovary syndrome (PCOS), therapeutic agents aimed at
augmentation or suppression of these metabolic pathways, by modulating glucocorticoid signal
transduction at the level of 11βHSD1 are desirable.
Furthermore, because the MR binds to aldosterone (its natural ligand) and Cortisol with equal
affinities, compounds that are designed to interact with the active site of 11βHSD1 (which binds to
cortisone/cortisol) may also interact with the MR and act as antagonists. Because the MR is
implicated in heart failure, hypertension, and related pathologies including atherosclerosis,
arteriosclerosis, coronary artery disease, thrombosis, angina, peripheral vascular disease, vascular wall
damage, and stroke, MR antagonists are desirable and may also be useful in treating complex
cardiovascular, renal, and inflammatory pathologies including disorders of lipid metabolism including
dyslipidemia or hyperlipoproteinaemia, diabetic dyslipidemia, mixed dyslipidemia,
hypercholesterolemia, hypertriglyceridemia, as well as those associated with type 1 diabetes, type 2
diabetes, obesity, metabolic syndrome, and insulin resistance, and general aldosterone-related target-
organ damage.

As evidenced herein, there is a continuing need for new and improved drugs that target
11βHSD1 and/or MR. The compounds, compositions and methods described herein help meet this
and other needs.
The following references are also cited as being of interest with regard to the background of
the invention. US 4,439,606 describes piperazine compounds useful for treating arteriosclerosis by
inhibiting fatty acyl Co-A-cholesterol acyl transferase (ACAT). US 5,668,138 describes piperazine
compounds useful for treating disases associated with sigma receptors such as motor disorders. US
5,614,534 describes derivatives of β,β-dimethyl-4-piperidinethanamine as inhibitors of cholesterol
biosynthesis. US 5,981,754 describes 4-aryl-1-phenylalkyl-1,2,3,6-tetrahydropyridines said to have
neurotrophic and neuroprotective activity. DE2623579 describes thienopyridine derivatives said to
have anti-inflammatory and inhibiting blood platelet aggregation. Moeller et al., J. Org. Chem., 1991,
56, 1058-67 describes evidence for intramolecular electron transfer in anodic amide oxidations in the
presence of electron rings. Mallams et al., J. Med. Chem., 1998, 41, 877-893 describes derivatives of
l-(8-chloro-6,11-dihydro-5H-benzo[5,6]cyclohepta[1,2-b]pyridine-11-yl)piperazine as inhibitors of
farnesyl protein transferase. Leonardi et al., J. Med. Chem., 1999, 42, 427-37 describes derivatives of
2,4-diamino-6,7-dimethoxyquinazoline as alpha 1-adrenoreceptor antagonists.
SUMMARY OF THE INVENTION
The present invention provides, inter alia, compounds of Formula I:

or pharmaceutically acceptable salts or prodrugs thereof, wherein constituent members are defined
herein.
In another aspect, the present invention provides compounds of Formula VI:


or pharmaceutically acceptable salts or prodrugs thereof, wherein constituent members are defined
herein.
The present invention further provides compositions comprising compounds of the invention
and a pharmaceutically acceptable carrier.
The present invention further provides methods of modulating 11βHSD1 or MR by contacting
said 11βHSD1 or MR with a compound of the invention.
The present invention further provides methods of inhibiting 11βHSD1 or MR by contacting
said 11βHSD1 or MR with a compound of the invention.
The present invention further provides methods of inhibiting conversion of cortisone to
Cortisol in a cell.
The present invention further provides methods of inhibiting production of Cortisol in a cell.
The present invention further provides methods of increasing insulin sensitivity in a cell.
The present invention further provides methods of treating diseases associated with activity or
expression of 11βHSD1 or MR.
The present invention further provides use of the compounds and compositions of the
invention in therapy.

The present invention further provides the compounds or compositions of the invention for
use in the preparation of a medicament for use in therapy.
DETAILED DESCRIPTION
The present invention provides, inter alia, compounds of Formula I:

or pharmaceutically acceptable salt or prodrug thereof, wherein:
Cy is aryl, heteroaryl, cycloalkyl, or heterocycloalkyl, each optionally substituted by 1, 2, 3, 4
or 5 -W-X-Y-Z;
L is absent, (CR13R14)m, (CR13R14)nO(CR13R14)p, (CR13R14)nS(CR13R14)P,
(CR13R14)nSO2(CR13R14)p, (CR13R14)nSO(CR13R14)p, (CR13R14)nCO(CR13R14)p, or
(CR13R14)nNR15(CR13RI4)p;
R1 and R2 are each, independently, C1-6 alkyl optionally substituted by halo, C(O)ORa or
C(O)NRcRd;
R3, R4, R5, Rs, R7, R8, R9, R10, R11, and R12 are each, independently, H or-W'-X'-Y'-Z';
or R3 and R4 together with the C atom to which they are attached form a 4-20 membered
cycloalkyl group or a 4-20 membered heterocycloalkyl group optionally substituted by 1 or 2 -W"-
X"-Y"-Z";
or R5 and R6 together with the C atom to which they are attached form a 4-20 membered
cycloalkyl group or a 4-20 membered heterocycloalkyl group optionally substituted by 1 or 2 -W"-
X"-Y"-Z";
or R7 and R8 together with the C atom to which they are attached form a 4-20 membered
cycloalkyl group or a 4-20 membered heterocycloalkyl group optionally substituted by 1 or 2 -W"-
X"-Y"-Z";
or R9 and R10 together with the C atom to which they are attached form a 4-20 membered
cycloalkyl group or a 4-20 membered heterocycloalkyl group optionally substituted by 1 or 2 -W '-
X"-Y"-Z";
or R11 and R12 together with the C atom to which they are attached form a 4-20 membered
cycloalkyl group or a 4-20 membered heterocycloalkyl group optionally substituted by 1 or 2 ~W"-
X"-Y"-Z";

or R and R12 together form an C1-4 alkylene bridge optionally substituted by 1 or 2
-W"-X"-Y"-Z";
or R and R10 together form an C1-4 alkylene bridge optionally substituted by 1 or 2
-W"-X"-Y"-Z";
or R3 and R8 together form an C1-4 alkylene bridge optionally substituted by 1 or 2
-W"-X"-Y"-Z";
or R and R together form an C1-4 alkylene bridge optionally substituted by 1 or 2
-W"-X"-Y"-Z";
or R and R10 together form an C1-4 alkylene bridge optionally substituted by 1 or 2
-W"-X"-Y"-Z";
or R7 and R12 together form an C1-4 alkylene bridge optionally substituted by 1 or 2
-W"-X"-Y"-Z";
R13 and R14 are each, independently, H, halo, C1-4 alkyl, C1-4 haloalkyl, aryl, cycloalkyl,
heteroaryl, heterocycloalkyl, CN, NO2, OR3', SRa', C(O)Rb', C(O)NR°'Rd'; C(O)ORa', OC(O)Rb',
OC(O)NRc'Rd',NRc'Rd',NRc'C(O)Rd',NRc'C(O)ORa') S(O)Rb', S(O)NRcRd', S(O)2Rb', or
S(O)2NR°'Rd';
R15 is H, C1-4 alkyl, C1-4 haloalkyl, aryl, cycloalkyl, heteroaryl, heterocycloalkyl, OH, C(O)Rb',
C(O)NR°'Rd', C(O)ORa', S(O)Rb', S(O)NR°'Rd', S(O)2Rb>, or S(O)2NRc'Rd';
W, W and W" are each, independently, absent, C1-6 alkylenyl, C2-6 alkenylenyl, C2-6
alkynylenyl, O, S, NRe, CO, COO, CONRe, SO, SO2, SONRe,or NReCONRf, wherein said C1-6
alkylenyl, C2-5 alkenylenyl, C2-6 alkynylenyl are each optionally substituted by 1, 2 or 3 halo, OH, C1-4
alkoxy, C1-4 haloalkoxy, amino, C1-4 alkylamino or C2-8 dialkylamino;
X, X' and X" are each, independently, absent, C1-8 alkylenyl, C2-8 alkenylenyl, C2-8
alkynylenyl, aryl, cycloalkyl, heteroaryl, heterocycloalkyl, arylalkyl, cycloalkylalkyl, heteroarylalkyl,
heterocycloalkylalkyl, arylalkenyl, cycloalkylalkenyl, heteroarylalkenyl, heterocycloalkylalkenyl,
arylalkynyl, cycloalkylalkynyl, heteroarylalkynyl, heterocycloalkylalkynyl, each of which is
optionally substituted by one or more halo, CN, NO2, OH, C1-4 alkoxy, C1-4 haloalkoxy, amino, C1-4
alkylamino or C2-8 dialkylamino;
Y, Y' and Y" are each, independently, absent, C1-6 alkylenyl, C2-6 alkenylenyl, C2-6
alkynylenyl, O, S, NRC, CO, COO, CONRe, SO, SO2, SONRe, or NRcCONRf, wherein said C1-6
alkylenyl, C2-6 alkenylenyl, C2-6 alkynylenyl are each optionally substituted by 1, 2 or 3 halo, OH, C1-4
alkoxy, C1-4 haloalkoxy, amino, C1-4 alkylamino or C2-8 dialkylamino;
Z, Z' and Z" are each, independently, H, halo, CN, NO2, OH, C1-4 ALkoxy , C1-4 HALoalkoxy,
amino, C1-4 ALkylamino or C2-8 dialkylamino, C1-4 ALkyl, C2-6 alkenyl, C2-6 alkynyl, aryl, cycloalkyl,
heteroaryl or heterocycloalkyl, wherein said C1-4 ALkyl, C2-6 alkenyl, C2-6 alkynyl, aryl, cycloalkyl,
heteroaryl or heterocycloalkyl is optionally substituted by 1,2 or 3 halo, C1-6 alkyl, C2-6 alkenyl, C2-6
alkynyl, C1-4 haloalkyl, aryl, cycloalkyl, heteroaryl, heterocycloalkyl, CN, NO2, 0Ra, SRa, C(O)Rb,

C(O)NR°Rd, C(O)ORa, OC(O)R\ OC(O)NRcRd, NRcRd, NRcC(O)Rd, NRcC(O)ORa
NRcC(=NCN)NRd, S(O)Rb, S(O)NRcRd, S(O)2Rb, or S(O)2NRcRd;
wherein two -W-X-Y-Z together with the atom to which they are both attached optionally
form a 3-20 membered cycloalkyl group or 3-20 membered heterocycloalkyl group optionally
substituted by 1, 2 or 3 -W"-X"-Y"-Z";
wherein two -W-X'-Y'-Z' together with the atom to which they are both attached optionally
form a 3-20 membered cycloalkyl group or 3-20 membered heterocycloalkyl group optionally
substituted by 1, 2 or 3 -W"-X"-Y"-Z";
wherein -W-X-Y-Z is other than H;
wherein -W'-X'-Y'-Z' is other than H;
wherein -W"-X"-Y"-Z" is other than H;
Ra and Ra are each, independently, H, C1-6 alkyl, C1-6 haloalkyl, C2-6 alkenyl, C2-6 alkynyl,
aryl, cycloalkyl, heteroaryl or heterocycloalkyl;
Rb and Rb' are each, independently, H, C1-6 alkyl, C1-6 haloalkyl, C2-6 alkenyl, C2-6 alkynyl,
aryl, cycloalkyl, heteroaryl or heterocycloalkyl;
R° and Rd are each, independently, H, C1-6 alkyl, C1-6 haloalkyl, C2-6 alkenyl, C2-6 alkynyl,
aryl., cycloalkyl, arylalkyl, or cycloalkylalkyl;
or Rc and Rd together with the N atom to which they are attached form a 4-, 5-, 6- or 7-
membered heterocycloalkyl group;
Rc and Rd are each, independently, H, C1-6 alkyl, C1-6 haloalkyl, C2-6 alkenyl, C2-6 alkynyl,
aryl, cycloalkyl, arylalkyl, or cycloalkylalkyl;
or R°' and Rd' together with the N atom to which they are attached form a 4-, 5-, 6- or 7-
membered heterocycloalkyl group;
Rc and Rf are each, independently, H, C1-6 alkyl, C1-6 haloalkyl, C2-6 alkenyl, C2-6 alkynyl, aryl,
cycloalkyl, arylalkyl, or cycloalkylalkyl;
or Re and Rf together with the N atom to which they are attached form a 4-, 5-, 6- or 7-
membered heterocycloalkyl group;
m is 1,2,3 or 4;
n is O,1,2 or 3;
p is O,1,2 or 3; and
q is O, l,or2.
In some embodiments, R3 and R4 are both other than H.
In some embodiments, R5 and R6 are both other than H.
In some embodiments, R7 and R8 are both other than H.
In some embodiments, R9 and R10 are both other than H.

In some embodiments, when q is 1 and one of R7 and R8 is phenyl, the other of R7 and R8 is
C1-6 alkyl, C1-6 haloalkyl, C2-6 alkenyl, C2-6 alkynyl, aryl, or cycloalkyl;
In some embodiments, when q is 1 and one of R7 and R8 is OH, the other of R7 and R8 is other
than 3-(trifluoromethyl)-phenyl; and
In some embodiments, when q is 1, R7 and R8 together with the carbon to which they are
attached form a moiety other than that having the structure:

wherein each R22 is independently, H or -W-X'-Y'-Z', and wherein q7 is O,1,2 or 3.
In some embodiments, Cy is aryl optionally substituted by 1, 2, 3,4 or 5 -W-X-Y-Z.
In some embodiments, Cy is heteroaryl optionally substituted by 1, 2, 3, 4 or 5 -W-X-Y-Z.
In some embodiments, Cy is phenyl optionally substituted by 1,2,3,4 or 5 -W-X-Y-Z.
In some embodiments, Cy is 6-membered aryl or 6-membered heteroaryl optionally
substituted by 1 or 2 halo, cyano, C1-4 cyanoalkyl, nitro, C1-4nitroalkyl, C1-4 alkyl, C1-4 HALoalkyl, C1-4
alkoxy, C1-4 HALoalkoxy, OH, C1-8 alkoxyalkyl, amino, C1-4 ALkylamino, C2-8 dialkylamino, aryl,
heteroaryl, cycloalkyl, heterocycloalkyl, arylalkyl, heteroarylalkyl, cycloalkylalkyl, or
heterocycloalkylalkyl.
In some embodiments, Cy is phenyl optionally substituted by 1 or 2 halo, CN, cynanoalkyl, or
pyridyl.
In some embodiments, Cy is substituted.
In some embodiments, L is absent.
In some embodiments, L is (CR13R14)m, (CR13R14)nO(CRI3RI4)p, (CR,3R14)nS(CR13R14)p,
(CR13R14)nS(CR13R14)p, (CR13RI4)nSO2(CR13R14)p, (CR13R14)nCO(CR13R14)p, or
(CR13R14)nNR8(CR13R14)p.
In some embodiments, L is (CR6R7)nO(CR6R7)p or (CR(!R7)nS(CR6R7)p.
In some embodiments, L is S or SCH2.
In some embodiments, L is S.
In some embodiments, L is 0 or OCH2.
In some embodiments, L is O.
In some embodiments, R1 and R2 are each, independently, methyl, ethyl or propyl.
In some embodiments, R1 and R2 are both methyl.

In some embodiments, -W-X-Y-Z is halo, cyano, C1-4 cyanoalkyl, nitro, C1-4 alkyl, C1-4
alkenyl, C1-8 haloalkyl, C10. alkoxy, C1-4haloalkoxy, OH, C1-8 alkoxyalkyl, amino, C1-4 alkylamino, C2-8
dialkylamino, OC(O)NR°Rd, NRcC(O)Rd, NRcC(=NCN)NRd, NRcC(O)ORa, aryloxy, heteroaryloxy,
arylalkyloxy, heteroarylalkyloxy, heteroaryloxyalkyl, aryloxyalkyl, aryl, heteroaryl, cycloalkyl,
heterocycloalkyl, arylalkyl, arylalkenyl, arylalkynyl, heteroarylalkyl, heteroarylalkenyl,
heteroarylalkynyl, cycloalkylalkyl, or heterocycloalkylalkyl;
wherein each of said C1-8 alkyl, C1-8 alkenyl, C1-8 haloalkyl, C1-8 alkoxy, aryloxy,
heteroaryloxy, arylalkyloxy, heteroarylalkyloxy, heteroaryloxyalkyl, aryloxyalkyl, aryl, heteroaryl,
cycloalkyl, heterocycloalkyl, arylalkyl, arylalkenyl, arylalkynyl, heteroarylalkyl, heteroarylalkenyl,
heteroarylalkynyl, cycloalkylalkyl, or heterocycloalkylalkyl is optionally substituted by 1, 2, or 3
halo, cyano, nitro, hydroxyl-(C1-6 alkyl), aminoalkyl, dialkylaminoalkyl, C1-4 alkyl, C1-4 HALoalkyl, C1-4
alkoxy, C1-4haloalkoxy, OH, C1-8 alkoxyalkyl, amino, C1-4 alkylamino, C2-8 dialkylamino, C(O)NRcRd,
C(O)ORa, NRcC(O)Rd, NRcS(O)2Rd, (C1-4 ALkyl)sulfonyl, arylsulfonyl, aryl, heteroaryl, cycloalkyl, or
heterocycloalkyl.
In some embodiments, -W-X-Y-Z is halo, cyano, C1-4 cyanoallcyl, nitro, C1-4 NITroalkyl, C1-4
alky1, C1-4 HALoalkyl, C1-4 ALkoxy, C1-4 HALoalkoxy, OH, C1-8 alkoxyalkyl, amino, C1-4 ALkylamino, C2-8
dialkylamino, aryl, heteroaryl, cycloalkyl, heterocycloalkyl, arylalkyl, heteroarylalkyl,
cycloalkylalkyl, or heterocycloalkylalkyl.
In some embodiments, -W-X-Y-Z is halo, cyano, cyanoalkyl or pyridyl.
In some embodiments, -W'-X'-Y'-Z' is halo, C1-4 alkyl, C1-4 haloalkyl, OH, C1-4 alkoxy, C1-4 HALoalkoxy, hydroxyalkyl, alkoxyalkyl, aryl, heteroaryl, aryl substituted by halo, heteroaryl
substituted by halo.
In some embodiments, -W"-X"-Y"-Z" is halo, cyano, C1-4 cyanoalkyl, nitro, C1-8 alkyl, C1-8
alkenyl, C1-8 haloalkyl, C10- alkoxy, C1-4haloalkoxy, OH, C1-8 alkoxyalkyl, amino, C1-4 ALkylamino, C2-8
dialkylamino, OC(O)NRcRd, NR°C(O)Rd, NR°C(=NCN)NRd, NR°C(O)ORa, aryloxy, heteroaryloxy,
arylalkyloxy, heteroarylalkyloxy, heteroaryloxyalkyl, aryloxyalkyl, aryl, heteroaryl, cycloalkyl,
heterocycloalkyl, arylalkyl, arylalkenyl, arylalkynyl, heteroarylalkyl, heteroarylalkenyl,
heteroarylalkynyl, cycloalkylalkyl, or heterocycloalkylalkyl;
wherein each of said C1-8 alkyl, C1-8 alkenyl, C1-8 haloalkyl, C1-8 alkoxy, aryloxy,
heteroaryloxy, arylalkyloxy, heteroarylalkyloxy, heteroaryloxyalkyl, aryloxyalkyl, aryl, heteroaryl,
cycloalkyl, heterocycloalkyl, arylalkyl, arylalkenyl, arylalkynyl, heteroarylalkyl, heteroarylalkenyl ,
heteroarylalkynyl, cycloalkylalkyl, or heterocycloalkylalkyl is optionally substituted by 1, 2, or 3
halo, cyano, nitro, hydroxyl-(C1-6 alkyl), aminoalkyl, dialkylaminoalkyl, C1-4 ALkyl, C1-4 HALoalkyl, C1-4
ALkoxy, C1-4haloalkoxy, OH, C1-8 alkoxyalkyl, amino, C1-4 ALkylamino, C2-8:dialkylamino, C(O)NR°Rd,
C(O)ORa, NRcC(O)Rd, NR°S(O)2Rd, (C1-4 alkyl)sulfonyl, arylsulfonyl, aryl, heteroaryl, cycloalkyl, or
heterocycloalkyl.

In some embodiments, -W"-X"-Y"-Z" is halo, cyano, C1-4 CYanoalkyl, nitro, C1-4 NITroalkyl,
C1-4 alkyl, C1-4 haloalkyl, C1-4 ALkoxy, C1-4 haloalkoxy, OH, .C1-8 alkoxyalkyl, amino, C1-4 alkylamino,
C2-8 dialkylamino, aryl, heteroaryl, cycloalkyl, heterocycloalkyl, arylalkyl, heteroarylalkyl,
cycloalkylalkyl, or heterocycloalkylalkyl.
In some embodiments, R3, R4, R5, R6, R9, R10, R11, and R12 are each H.
In some embodiments, R3, R4, R5, R6, R7, R8, Rn, and R12 are each H.
In some embodiments, R3, R4, R7, R8, R9, R10, R11, and R12 are each H.
In some embodiments, R5, R6, R7, R8, R9, R10, R11, and R12 are each H.
In some embodiments, R3, R4, R5, R6, R7, R8, R9, and R10 are each H.
In some embodiments, R3 and R4 together with the C atom to which they are attached form a
4-20 membered cycloalkyl group or a 4-20 membered heterocycloalkyl group optionally substituted
by 1 or 2-W"-X"-Y"-Z".
In some embodiments, R5 and R6 together with the C atom to which they are attached form a
4-20 membered cycloalkyl group or a 4-20 membered heterocycloalkyl group optionally substituted
by 1 or 2-W"-X"-Y"-Z".
In some embodiments, R7 and R8 together with the C atom to which they are attached form a
4-20 membered cycloalkyl group or a 4-20 membered heterocycloalkyl group optionally substituted
by 1 or 2-W"-X"-Y"-Z".
In some embodiments, R9 and R10 together with the C atom to which they are attached form a
4-20 membered cycloalkyl group or a 4-20 membered heterocycloalkyl group optionally substituted
by 1 or 2-W"-X"-Y"-Z".
Rn and R12 together with the C atom to which they are attached form a 4-20 membered
cycloalkyl group or a 4-20 membered heterocycloalkyl group optionally substituted by 1 or 2 -W"-
X"-Y"-Z".
In some embodiments, q is 1.
In some embodiments, q is 0.
In some embodiments, compounds of the invention have Formula II:

wherein:
ring A is a 4-20 membered cycloalkyl group or a 4-20 membered heterocycloalkyl group; and
r is O, 1 or 2. and the remaining variables are defined hereinabove.

In some embodiments, ring A is monocyclic, bicyclic, or tricyclic.
In some embodiments, ring A is bicyclic or tricyclic.
In some embodiments, ring A is bicyclic.
In some embodiments, ring A has 6, 7, 8, 9,10, 11, 12, 13, or 14 ring-forming carbon atoms.
In some embodiments, ring A has 6,7, 8, 9,10,11,12,13, or 14 ring-forming carbon atoms
and at least one ring-forming heteroatom selected from O, N and S.
In some embodiments, the compounds of the invention have Formula II and R3, R4, R5, R6,
R9, R10, R11 and R12 are each H.
In some embodiments, the compounds of the invention have Formula II and q is 1.
In some embodiments, the compounds of the invention have Formula II and q is 0.
In some embodiments, the compounds of the invention have Formula II and r is 0.
In some embodiments, the compounds of the invention have Formula II and r is 1.
In some embodiments, the compounds of the invention have Formula II and r is 2.
In some embodiments, the compounds of the invention have Formula II and -W"-X"-Y"-Z"
is halo, cyano, C1-4 cyanoalkyl, nitro, C1-4 NITroalkyl, C1-4 ALkyl, C1-4 haloalkyl, C1-4 ALkoxy, C1-4
HALoalkoxy, OH, C1-8 alkoxyalkyl, amino, C1-4 ALkylamino, C2-8 dialkylamino, aryl, heteroaryl,
cycloalkyl, heterocycloalkyl, arylalkyl, heteroarylalkyl, cycloalkylalkyl, or heterocycloalkylalkyl.
In some embodiments, the compounds of the invention have Formula IIIa or IIIb:

wherein:
ring B is a fused 5 or 6-membered aryl or fused 5 or 6-membered heteroaryl group;
Q1 is O, S, NH, CH2, CO, CS, SO, SO2, OCH2, SCH2, NHCH2, CH2CH2, COCH2, CONH,
COO, SOCH2, SONH, SO2CH2, or SO2NH;

Q2 is O, S, NH, CH2, CO, CS, SO, SO2, OCH2, SCH2, NHCH2, CH2CH2, COCH2, CONH,
COO, SOCH2, SONH, SO2CH2, or SO2NH;
r is O, 1 or 2;
s is O, 1 or 2; and
the sum of r and s is O, 1 or 2; and the remaining variable are defined hereinabove.
In some embodiments, the compounds of the invention have Formula IIIa or IIIb and Q1 is O,
S, NH, CH2 or CO, wherein each of said NH and CH2 is optionally substituted by -W"-X"-Y"-Z".
In some embodiments, the compounds of the invention have Formula IIIa or IIIb and Q2 is O,
S, NH, CH2, CO, or SO2 wherein each of said NH and CH2 is optionally substituted by -W"-X"-Y"-
Z".
In some embodiments, the compounds of the invention have Formula IIIa or IIIb and one of
Q1 and Q2 is CO and the other is O, NH, or CH2 wherein each of said NH and CH2 is optionally
substituted by -W"-X"-Y"-Z".
In some embodiments, the compounds of the invention have Formula IIIa or IIIb and one of
Q1 and Q2 is CH2 and the other is O, S, NH, or CH2, wherein each of said NH and CH2 is optionally
substituted by -W"-X"-Y"-Z".
In some embodiments, the compounds of the invention have Formula IIIa or IIIb and one of
Q1 and Q2 is CO.
In some embodiments, the compounds of the invention have Formula IIIa or IIIb and ring B is
phenyl or pyridyl.
In some embodiments, the compounds of the invention have Formula IIIa or IIIb and ring B is
phenyl.
In some embodiments, the compounds of the invention have Formula IIIa or IIIb and r is 0.
In some embodiments, the compounds of the invention have Formula IIIa or IIIb and s is 0 or
1.
In some embodiments, the compound of the invention have Formula IV:

wherein:
Q1 is O, S, NH, CH2, CO, CS, SO, SO2, OCH2, SCH2, NHCH2, CH2CH2, COCH2, CONH,
COO, SOCH2, SONH, SO2CH2, or SO2NH;

Q2 is O, S, NH, CH2, CO, CS, SO, SO2, OCH2, SCH2, NHCH2, CH2CH2, COCH2, CONH,
COO, SOCH2, SONH, SO2CH2, or SO2NH;
Q3 and Q4 are each, independently, CH or N;
r is O, 1 or 2;
s is O, 1 or 2; and
the sum of r and s is O, 1 or 2; and the remaining variable are defined hereinabove.
In some embodiments, the compounds of the invention have Formula IV and Q1 is O, NH,
CH2 or CO, wherein each of said NH and CH2 is optionally substituted by -W"-X"-Y"-Z".
In some embodiments, the compounds of the invention have Formula IV and Q2 is O, S, NH,
CH2, CO, or SO2, wherein each of said NH and CH2 is optionally substituted by -W"-X"-Y"-Z".
In some embodiments, the compounds of the invention have Formula IV and wherein one of
Q1 and Q2 is CO and the other is O, NH, or CH2, wherein each of said NH and CH2 is optionally
substituted by -W"-X"-Y"-Z".
In some embodiments, the compounds of the invention have Formula IV and wherein one of
Q1 and Q2 is CH2 and the other is O, S, NH, or CH2, wherein each of said NH and CH2 is optionally
substituted by -W"-X"-Y"-Z".
In some embodiments, the compounds of the invention have Formula IV and one of Q3 and
Q2 is O and the other is CO or CONH, wherein said CONH is optionally substituted by -W"-X"-Y"-
Z".
In some embodiments, the compounds of the invention have Formula IV and Q3 is CH
optionally substituted by -W"-X"-Y"-Z".
In some embodiments, the compounds of the invention have Formula IV and Q3 is N.
In some embodiments, the compounds of the invention have Formula IV and Q4 is CH
optionally substituted by -W"-X"-Y"-Z".
In some embodiments, the compounds of the invention have Formula IV and Q4 is N.
In some embodiments, the compounds of the invention have Formula IV and r is 0 or 1.
In some embodiments, the compounds of the invention have Formula IV and s is 0 or 1.
In some embodiments, the compounds of the inventioin have Formula V:

wherein:

Q1 is O, S, NH, CH2, CO, CS, SO, SO2, OCH2, SCH2, NHCH2, CH2CH2, COCH2, CONH,
COO, SOCH2, SONH, SO2CH2, or SO2NH;
Q2 is O, S, NH, CH2, CO, CS, SO, SO2, OCH2, SCH2, NHCH2, CH2CH2, COCH2, CONH,
COO, SOCH2, SONH, SO2CH2, or SO2NH;
Q3 and Q4 are each, independently, CH or N;
r is 0, 1 or 2;
s is 0,1 or 2; and
the sum of r and s is 0, 1 or 2; and remaining variables are defined hereinabove.
In some embodiments, the compounds of the invention have Formula V and Q1 is O, NH,
CH2 or CO, wherein each of said NH and CH2 is optionally substituted by -W"-X"-Y"-Z".
In some embodiments, the compounds of the invention have Formula V and Q2 is O, S, NH,
CH2, CO, or SO2, wherein each of said NH and CH2 is optionally substituted by -W"-X"-Y"-Z".
In some embodiments, the compounds of the invention have Formula V and wherein one of
Q1 and Q2 is CO and the other is O, NH, or CH2, wherein each of said NH and CH2 is optionally
substituted by -W"-X"-Y"-Z".
In some embodiments, the compounds of the invention have Formula V and one of Q1 and Q2
is CH2 and the other is O, S, NH, or CH2, wherein each of said NH and CH2 is optionally substituted
by -W"-X"-Y"-Z" .
In some embodiments, the compounds of the invention have Formula V and one of Q and Q
is O and the other is CO or CONH, wherein said CONH is optionally substituted by -W"-X"-Y"-Z".
In some embodiments, the compounds of the invention have Formula V and Q3 is CH
optionally substituted by -W"-X"-Y"-Z".
In some embodiments, the compounds of the invention have Formula V and Q is N.
In some embodiments, the compounds of the invention have Formulα-V and Q4 is CH
optionally substituted by -W"-X"-Y"-Z".
In some embodiments, the compounds of the invention have Formula V and Q4 is N.
In some embodiments, the compounds of the invention have Formula V and r is 0 or 1.
In some embodiments, the compounds of the invention have Formula V and s is 0 or 1.
In some embodiments, Q1 and Q2 are selected to form a 1-, 2-, or 3- atom spacer. In further
embodiments, Q1 and Q2 when bonded together form a spacer group having other than an O-O or O-S
ring-forming bond.
In another aspect, the present invention provides compounds of Formula VI:


or pharmaceutically acceptable salts or prodrugs thereof, wherein:
R is phenyl, Cy-S-, Cy-(CR13R14)m-S- or Cy1-CR13R14)m, wherein said phenyl is optionally
substituted by 1,2, 3, 4 or 5 -W-X-Y-Z;
Cy is aryl, heteroaryl, cycloalkyl, or heterocycloalkyl, each optionally substituted by 1, 2, 3, 4
or 5 -W-X-Y-Z;
Cy1 is aryl or cycloalkyl, each optionally substituted by 1,2,3, 4 or 5 -W-X-Y-Z;
Hy is:

R1 and R2 are each, independently, C1-6 alkyl optionally substituted by halo, C(O)ORa or
C(O)NR°Rd;
R13 and R14 are each, independently, H, halo, C1-4 ALkyl, C1-4 HALoalkyl, aryl, cycloalkyl,
heteroaryl, heterocycloalkyl, CN, NO2, ORa', SRa', C(O)Rb', C(O)NRc'Rd', C(O)ORa', OC(O)Rb',
OC(O)NRc'Rd', NR°'Rd', NR0'C(O)Rd',NRo'C(O)ORa', S(O)Rb', S(O)NRc'Rd', S(O)2Rb', or
S(O)2NRc'Rd';
R17 is aryl, heteroaryl, arylalkyl or heteroarylalkyl, each optionally substituted one or more—
W"-X"-Y"-Z";
R18 is H or -W'-X'-Y'-Z';
R19 is aryl or heteroaryl, each optionally substituted one or more -W"-X"-Y"-Z";
R20 is H or -W'-X'-Y'-Z';
R21 is H or -W-X-Y-Z;
R22 is aryl, heteroaryl, arylalkyl or heteroarylalkyl, each optionally substituted one or more -
W"-X"-Y"-Z";

ring A' is a fused 5- or 6-membered aryl or fused 5- or 6-membered heteroaryl group, a fused
3-14 membered cycloalkyl group or a fused 3-14 membered heterocycloalkyl group;
W, W and W" are each, independently, absent, C1-4 ALkylenyl, C2-6 alkenylenyl, C2-6
alkynylenyl, O, S, NRe, CO, COO, CONRe, SO, SO2, SONRe, or NReCONRf, wherein said C1-6
alkylenyl, C2-6 alkenylenyl, C2-6 alkynylenyl are each optionally substituted by 1, 2 or 3 halo, OH, C1-4
alkoxy, C1-4 haloalkoxy, amino, C1-4 alkylamino or C2-8 dialkylamino;
X, X' and X' are each, independently, absent, C1-8 alkylenyl, C2-8 alkenylenyl, C2-8
alkynylenyl, aryl, cycloalkyl, heteroaryl, heterocycloalkyl, arylalkyl, cycloalkylalkyl, heteroarylalkyl,
heterocycloalkylalkyl, arylalkenyl, cycloalkylalkenyl, heteroarylalkenyl, heterocycloalkylalkenyl,
arylalkynyl, cycloalkylalkynyl, heteroarylalkynyl, heterocycloalkylalkynyl, each of which is
optionally substituted by one or more halo, CN, NO2, OH, C1-4 ALkoxy, C1-4haloalkoxy, amino, C1-4
alkylamino or C2-8 dialkylamino;
Y, Y' and Y" are each, independently, absent, C1-4 ALkylenyl, C2-6 alkenylenyl, C2-6
alkynylenyl, O, S, NRC, CO, COO, CONRe, SO, SO2, SONRe, or NReCONRf, wherein said C1-6
alkylenyl, C2-6 alkenylenyl, C2-6 alkynylenyl are each optionally substituted by 1, 2 or 3 halo, OH, C1-4
alkoxy, C1-4 haloalkoxy, amino, C1-4 ALkylamino or C2-8 dialkylamino;
Z, Z' and Z' are each, independently, H, halo, CN, NO2, OH, C1-4 ALkoxy, C1-4 HALoalkoxy,
amino, C1-4 ALlcylamino or C2-8 dialkylamino, l alkyl, C2-6 alkenyl, C2-6 alkynyl, aryl, cycloalkyl,
heteroaryl or heterocycloalkyl, wherein said C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, aryl, cycloalkyl,
heteroaryl or heterocycloalkyl is optionally substituted by 1,2 or 3 halo, C1-6 alkyl, C2-6 alkenyl, C2-6
alkynyl, C1-4 HALoalkyl, aryl, cycloalkyl, heteroaryl, heterocycloalkyl, CN, NO2, 0Ra, SRa, C(O)Rb,
C(O)NR°Rd, C(O)ORa, OC(O)Rb, OC(O)NRcRd, NRcRd, NROC(O)Rd, NRcC(O)0Ra,
NRcC(=NCN)NRd, S(O)Rb, S(O)NRcRd, S(O)2Rb, or S(O)2NRcRd;
wherein two -W'-X'-Y'-Z' together with the atom to which they are both attached optionally
form a 3-20 membered cycloalkyl group or 3-20 membered heterocycloalkyl group optionally
substituted by 1,2 or 3 -W"~X"-Y"-Z";
wherein -W-X-Y-Z is other than H;
wherein -W'-X'-Y'-Z' is other than H;
wherein -W '-X"-Y"-Z' is other than H;
Ra and Ra' are each, independently, H, C1-4 ALkyl, C1-6 HALoalkyl, C2-6 alkenyl, C2-6 alkynyl,
aryl, cycloalkyl, heteroaryl or heterocycloalkyl;
Rb and Rb' are each, independently, H, C1-4 ALkyl, C1-4 HALoalkyl, C2-6 alkenyl, C2-6 alkynyl,
aryl, cycloalkyl, heteroaryl or heterocycloalkyl;
Rc and Rd are each, independently, H, C1-4 ALkyl, C1-4 HALoalkyl, C2-6 alkenyl, C2-6 alkynyl,
aryl, cycloalkyl, arylalkyl, or cycloalkylalkyl;
or Rc and Rd together with the N atom to which they are attached form a 4-, 5-, 6- or 7-
membered heterocycloalkyl group;

Rc' and Rd' are each, independently, H, C1-6 alkyl, C1-6 haloalkyl, C2-6 alkenyl, C2-6 alkynyl,
aryl, cycloalkyl, arylalkyl, or cycloalkylalkyl;
or Rc and Rd together with the N atom to which they are attached form a 4-, 5-, 6- or 7-
menibered heterocycloalkyl group;
Rc and Rf are each, independently, H, C1-6 alkyl, C1--6 haloalkyl, C2-6 alkenyl, C2-6 alkynyl, aryl,
cycloalkyl, arylalkyl, or cycloalkylalkyl;
or R° and Rf together with the N atom to which they are attached form a 4-, 5-, 6- or 7-
membered heterocycloalkyl group;
mis 1,2, 3 or 4;
r1, r2, r3, r4 and r6 are each, independently, O, 1,2 or 3;
r5 is 1,2, 3 or 4; and
q1 and q2 are each, independently, O,1, or 2.
In some embodiments of compounds having Formula VI of the present invention, when ring
A' is phenyl, then R18 is other than COORa or C(O)NRcRd;
In some embodiments of compounds having Formula VI of the present invention, when R19
is phenyl, then R20 is H, C1-6 alkyl, C1-6 haloalkyl, C2-6 alkenyl, C2-6 alkynyl, aryl, or cycloalkyl; and
In some embodiments of compounds having Formula VI of the present invention, when R20
is OH, then R19 is other than 3-(trifluoromethyl)-phenyl.
In some embodiments of compounds having Formula VI of the present invention, R17 is aryl
or heteroaryl, each optionally substituted one or more-W"-X"-Y"-Z".
At various places in the present specification, substituents of compounds of the invention are
disclosed in groups or in ranges. It is specifically intended that the invention include each and every
individual subcombination of the members of such groups and ranges. For example, the term "C1-6

alkyl" is specifically intended to individually disclose methyl, ethyl, C3 alkyl, C4 alkyl, C5 alkyl, and
C6 alkyl.
It is further appreciated that certain features of the invention, which are, for clarity, described
in the context of separate embodiments, can also be provided in combination in a single embodiment.
Conversely, various features of the invention which are, for brevity, described in the context of a
single embodiment, can also be provided separately or in any suitable subcombination.
The term "n-membered" where n is an integer typically describes the number of ring-forming
atoms in a moiety where the number of ring-forming atoms is n. For example, piperidinyl is an
example of a 6-membered heterocycloalkyl ring and 1,2,3,4-tetrahydro-naphthalene is an example of
a 10-membered cycloalkyl group.
For compounds of the invention in which a variable appears more than once, each variable
can be a different moiety selected from the Markush group defining the variable. For example, where
a structure is described having two R groups that are simultaneously present on the same compound;

the two R groups can represent different moieties selected from the Markush group defined for R. In
another example, when an optionally multiple substituent is designated in the form:

then it is understood that substituent R can occur s number of times on the ring, and R can be a
different moiety at each occurrence. Further, in the above example, should the variable Q be defined
to include hydrogens, such as when Q is said to be CH2, NH, etc., any floating substituent such as R in
the above example, can replace a hydrogen of the Q variable as well as a hydrogen in any other non-
variable component of the ring.
It is further intended that the compounds of the invention are stable. As used herein "stable"
refers to a compound that is sufficiently robust to survive isolation to a useful degree of purity from a
reaction mixture, and preferably capable of formulation into an efficacious therapeutic agent.
As used herein, the term "alkyl" is meant to refer to a saturated hydrocarbon group which is
straight-chained or branched. Example alkyl groups include methyl (Me), ethyl (Et), propyl (e.g., n-
propyl and isopropyl), butyl (e.g., n-butyl, isobutyl, t-butyl), pentyl (e.g., n-pentyl, isopentyl,
neopentyl), and the like. An alkyl group can contain from 1 to about 2O, from 2 to about 2O, from 1 to
about 10, from 1 to about 8, from 1 to about 6, from 1 to about 4, or from 1 to about 3 carbon atoms.
The term "alkylenyl" refers to a divalent alkyl linking group.
As used herein, "alkenyl" refers to an alkyl group having one or more double carbon-carbon
bonds. Example alkenyl groups include ethenyl, propenyl, and the like. The term "alkenylenyl" refers
to a divalent linking alkenyl group.
As used herein, "alkynyl" refers to an alkyl group having one or more triple carbon-carbon
bonds. Example alkynyl groups include ethynyl, propynyl, and the like. The term "alkynylenyl"
refers to a divalent linking alkynyl group.
As used herein, "haloalkyl" refers to an alkyl group having one or more halogen substituents.
Example haloalkyl groups include CF3, C2F5, CHF2, CC13, CHC12, C2C15, and the like.
As used herein, "aryl" refers to monocyclic or polycyclic (e.g., having 2, 3 or 4 fused rings)
aromatic hydrocarbons such as, for example, phenyl, naphthyl, anthracenyl, phenanthrenyl, indanyl,
indenyl, and the like. In some embodiments, aryl groups have from 6 to about 20 carbon atoms.
As used herein, "cycloalkyl" refers to non-aromatic cyclic hydrocarbons including cyclized
alkyl, alkenyl, and alkynyl groups. Cycloalkyl groups can include mono- or polycyclic (e.g., having 2,
3 or 4 fused rings) ring systems as well as spiro ring systems. Ring-forming carbon atoms of a
cycloalkyl group can be optionally substituted by oxo or sulfide Example cycloalkyl groups include
cyclopropyl, cyclobutyl, cyclopentyl, cyclohexyl, cycloheptyl, cyclopentenyl, cyclohexenyl,
cyclohexadienyl, cycloheptatrienyl, norbornyl, norpinyl, norcarnyl, adamantyl, and the like. Also
included in the definition of cycloalkyl are moieties that have one or more aromatic rings fused (i.e.,

having a bond in common with) to the cycloalkyl ring, for example, benzo or thienyl derivatives of
pentane, pentene, hexane, and the like.
As used herein, "heteroaryl" groups refer to an aromatic heterocycle having at least one
heteroatom ring member such as sulfur, oxygen, or nitrogen. Heteroaryl groups include monocyclic
and polycyclic (e.g., having 2,'3 or 4 fused rings) systems. Examples of heteroaryl groups include
without limitation, pyridyl, pyrimidinyl, pyrazinyl, pyridazinyl, triazinyl, furyl, quinolyl, isoquinolyl,
thienyl, imidazolyl, thiazolyl, indolyl, pyrryl, oxazolyl, benzofuryl, benzothienyl, benzthiazolyl,
isoxazolyl, pyrazolyl, triazolyl, tetrazolyl, indazolyl, 1,2,4-thiadiazolyl, isothiazolyl, benzothienyl,
purinyl, carbazolyl, benzimidazolyl, indolinyl, and the like. In some embodiments, the heteroaryl
group has from 1 to about 20 carbon atoms, and in further embodiments from about 3 to about 20
carbon atoms. In some embodiments, the heteroaryl group contains 3 to about 14, 3 to about 7, or 5 to
6 ring-forming atoms. In some embodiments, the heteroaryl group has 1 to about 4, 1 to about 3, or 1
to 2 heteroatoms.
As used herein, "heterocycloalkyl" refers to non-aromatic heterocycles including cyclized
alky1, alkenyl, and alkynyl groups where one or more of the ring-forming carbon atoms is replaced by
a heteroatom such as an O, N, or S atom. Heterocycloalkyl groups can be mono- or polycyclic (e.g.,
having 2, 3, 4 or more fused rings or having a 2-ring, 3-ring, 4-ring spiro system (e.g., having 8 to 20
ring-forming atoms)). Example "heterocycloalkyl" groups include morpholino, thiomorpholino,
piperazinyl, tetrahydrofuranyl, tetrahydrothienyl, 2,3-dihydrobenzofuryl, 1,3-benzodioxole, benzo-
1,4-dioxane, piperidinyl, pyrrolidinyl, isoxazolidinyl, isothiazolidinyl, pyrazolidinyl, oxazolidinyl,
thiazolidinyl, imidazolidinyl, and the like. Ring-forming carbon atoms and heteroatoms of a
heterocycloalkyl group can be optionally substituted by oxo or sulfido. Also included in the definition
of heterocycloalkyl are moieties that have one or more aromatic rings fused (i.e., having a bond in
common with) to the nonaromatic heterocyclic ring, for example phthalimidyl, naphthalimidyl, and
benzo derivatives of heterocycles such as indolene and isoindolene groups. In some embodiments, the
heterocycloalkyl group has from 1 to about 20 carbon atoms, and in further embodiments from about
3 to about 20 carbon atoms. In some embodiments, the heterocycloalkyl group contains 3 to about 14,
3 to about 7, or 5 to 6 ring-forming atoms. In some embodiments, the heterocycloalkyl group has 1 to
about 4, 1 to about 3, or 1 to 2 heteroatoms. In some embodiments, the heterocycloalkyl group
contains 0 to 3 double bonds. In some embodiments, the heterocycloalkyl group contains 0 to 2 triple
bonds.
As used herein, "halo" or "halogen" includes fluoro, chloro, bromo, and iodo.
As used herein, "alkoxy" refers to an -O-alkyl group. Example alkoxy groups include
methoxy, ethoxy, propoxy (e.g., n-propoxy and isopropoxy), t-butoxy, and the like.
As used here, "haloalkoxy" refers to an -O-haloalkyl group. An example haloalkoxy group is
OCF3.

As used herein, "arylalkyl" refers to alkyl substituted by aryl and "cycloalkylalkyl" refers to
alkyl substituted by cycloalkyl. An example arylalkyl group is benzyl.
As used herein, "amino" refers to NH2.
As used herein, "alkylamino" refers to an amino group substituted by an alkyl group.
As used herein, "dialkylamino" refers to an amino group substituted by two alkyl groups.
The compounds described herein can be asymmetric (e.g., having one or more stereocenters).
All stereoisomers, such as enantiomers and diastereomers, are intended unless otherwise indicated.
Compounds of the present invention that contain asymmetrically substituted carbon atoms can be
isolated in optically active or racemic forms. Methods on how to prepare optically active forms from
optically active starting materials are known in the art, such as by resolution of racemic mixtures or
by stereoselective synthesis. Many geometric isomers of olefins, C=N double bonds, and the like can
also be present in the compounds described herein, and all such stable isomers are contemplated in the
present invention. Cis and trans geometric isomers of the compounds of the present invention are
described and may be isolated as a mixture of isomers or as separated isomeric forms.
Resolution of racemic mixtures of compounds can be carried out by any of numerous methods
known in the art. An example method includes fractional recrystallizaion using a "chiral resolving
acid" which is an optically active, salt-forming organic acid. Suitable resolving agents for fractional
recrystallization methods are, for example, optically active acids, such as the D and L forms of tartaric
acid, diacetyltartaric acid, dibenzoyltartaric acid, mandelic acid, malic acid, lactic acid or the various
optically active camphorsulfonic acids such as β-camphorsulfonic acid. Other resolving agents
suitable for fractional crystallization methods include stereoisomerically pure forms of α-
methylbenzylamine (e.g., S and R forms, or diastereomerically pure forms), 2-phenylglycinol,
norephedrine, ephedrine, N-methylephedrine, cyclohexylethylamine, 1,2-diaminocyclohexane, and
the like.
Resolution of racemic mixtures can also be carried out by elution on a column packed with an
optically active resolving agent (e.g., dinitrobenzoylphenylglycine). Suitable elution solvent
composition can be determined by one skilled in the art,
Compounds of the invention also include tautomeric forms, such as keto-enol tautomers.
Compounds of the invention can also include all isotopes of atoms occurring in the
intermediates or final compounds. Isotopes include those atoms having the same atomic number but
different mass numbers. For example, isotopes of hydrogen include tritium and deuterium.
The phrase "pharmaceutically acceptable" is employed herein to refer to those compounds,
materials, compositions, and/or dosage forms which are, within the scope of sound medical
judgement, suitable for use in contact with the tissues of human beings and animals without excessive
toxicity, irritation, allergic response, or other problem or complication, commensurate with a
reasonable benefit/risk ratio.

The present invention also includes pharmaceutically acceptable salts of the compounds
described herein. As used herein, "pharmaceutically acceptable salts" refers to derivatives of the
disclosed compounds wherein the parent compound is modified by converting an existing acid or base
moiety to its salt form. Examples of pharmaceutically acceptable salts include, but are not limited to,
mineral or organic acid salts of basic residues such as amines; alkali or organic salts of acidic residues
such as carboxylic acids; and the like. The pharmaceutically acceptable salts of the present invention
include the conventional non-toxic salts or the quaternary ammonium salts of the parent compound
formed, for example, from non-toxic inorganic or organic acids. The pharmaceutically acceptable
salts of the present invention can be synthesized from the parent compound which contains a basic or
acidic moiety by conventional chemical methods. Generally, such salts can be prepared by reacting
the free acid or base forms of these compounds with a stoichiometric amount of the appropriate base
or acid in water or in an organic solvent, or in a mixture of the two; generally, nonaqueous media like
ether, ethyl acetate, ethanol, isopropanol, or acetonitrile are preferred. Lists of suitable salts are found
in Remington's Pharmaceutical Sciences, 17th ed., Mack Publishing Company, Easton, Pa., 1985, p.
1418 and Journal of Pharmaceutical Science, 66, 2 (1977), each of which is incorporated herein by
reference in its entirety.
The present invention also includes prodrugs of the compounds described herein. As used
herein, "prodrugs" refer to any covalently bonded carriers which release the active parent drug when
administered to a mammalian subject. Prodrugs can be prepared by modifying functional groups
present in the compounds in such a way that the modifications are cleaved, either in routine
manipulation or in vivo, to the parent compounds. Prodrugs include compounds wherein hydroxyl,
amino, sulfhydryl, or carboxyl groups are bonded to any group that, when administered to a
mammalian subject, cleaves to form a free hydroxyl, amino, sulfhydryl, or carboxyl group
respectively. Examples of prodrugs include, but are not limited to, acetate, formate and benzoate
derivatives of alcohol and amine functional groups in the compounds of the invention. Preparation
and use of prodrugs is discussed in T. Higuchi and V. Stella, "Pro-drugs as Novel Delivery Systems,"
Vol. 14 of the A.C.S. Symposium Series, and in Bioreversible Carriers in Drug Design, ed. Edward
B. Roche, American Pharmaceutical Association and Pergamon Press, 1987, both of which are hereby
incorporated by reference in their entirety.
Synthesis
The novel compounds of the present invention can be prepared in a variety of ways known to
one skilled in the art of organic synthesis. The compounds of the present invention can be synthesized
using the methods as hereinafter described below, together with synthetic methods known in the art of
synthetic organic chemistry or variations thereon as appreciated by those skilled in the art.
The compounds of this invention can be prepared from readily available starting materials
using the following general methods and procedures. It will be appreciated that where typical or

preferred process conditions (i.e., reaction temperatures, times, mole ratios of reactants, solvents,
pressures, etc.) are given; other process conditions can also be used unless otherwise stated. Optimum
reaction conditions may vary with the particular reactants or solvent used, but such conditions can be
determined by one skilled in the art by routine optimization procedures.
The processes described herein can be monitored according to any suitable method known in
the art. For example, product formation can be monitored by spectroscopic means, such as nuclear
magnetic resonance spectroscopy (e.g., 1H or. 13C) infrared spectroscopy, spectrophotometry (e.g.,
UV-visible), or mass spectrometry, or by chromatography such as high performance liquid
chromatograpy (HPLC) or thin layer chromatography.
Preparation of compounds can involve the protection and deprotection of various chemical
groups. The need for protection and deprotection, and the selection of appropriate protecting groups
can be readily determined by one skilled in the art. The chemistry of protecting groups can be found,
for example, in Greene, et al., Protective Groups in Organic Synthesis, 2d. Ed., Wiley & Sons, 1991,
which is incorporated herein by reference in its entirety.
The reactions of the processes described herein can be carried out in suitable solvents which
can be readily selected by one of skill in the art of organic synthesis. Suitable solvents can be
substantially nonreactive with the starting materials (reactants), the intermediates, or products at the
temperatures at which the reactions are carried out, i.e., temperatures which can range from the
solvent's freezing temperature to the solvent's boiling temperature. A given reaction can be carried
out in one solvent or a mixture of more than one solvent. Depending on the particular reaction step,
suitable solvents for a particular reaction step can be selected.
The compounds of the invention can be prepared, for example, using the reaction pathways
and techniques as described below.
A series of carboxamides of formula 2 are prepared by the method outlined in Scheme 1.
Carboxylic acids 1 can be coupled to a cyclic amine (e.g., piperidine, pyrrolidine, etc. wherein a is
e.g., 0 to 10 and R' represents any of R3, R4, R5, R6, R7, R8, R9, R10, R11, or R12) using a coupling
reagent such as BOP to provide the desired products 2.

A series of carboxylic acids of formula 6 (wherein L can be S, O, etc) can be prepared
according to the method outlined in Scheme 2. Reaction of the appropriate, thiol or alcohol 3 with
methyl bromoacetate in the presence of a base such as potassium or sodium carbonate, triethylamine

or sodium hydride in a solvent such as tetrahydrofuran, acetonitrile or dichloromethane provides
thioethers or ethers 4. Treatment of 4 with excess of an alkyl bromide or iodide in the presence of
sodium hydride and DMF or LDA and THF or any other suitable base/solvent combination provides
methyl esters 5, which upon basic hydrolysis yield the desired carboxylic acids 6.

When R1 is different than R2, the alkylation steps can take place sequentially as shown in
Scheme 3. Alkylation of ethers or thioethers 4 with one equivalent of the appropriate bromide or
iodide R1Br(I) in the presence of NaH or LDA or LiHMDS in DMF or THF, followed by a second
alkylation with R2Br(I) in the presence of NaH and DMSO provides methyl esters 7, which upon
basic hydrolysis yield the desired carboxylic acids 8.

Alternatively, starting with the appropriate cyclic (aromatic or heteroaromatic) ketone or
thioketone 9 and following Scheme 4, a series of carboxylic acids of formula 12 can be prepared.


A series of carboxylic acids of formula 17, wherein L = O, S, etc. can be prepared by the
method outlined in Scheme 5. O- or S-alkylation of compounds 13 with a suitable chloride or bromide
provides methyl esters 14. Alkylation of 14 with the appropriate alkyl bromide or iodide in the
presence of LDA yields methyl esters 15, which can undergo a second alkylation with another alkyl
bromide or iodide in the presence of NaH in DMSO to provide the corresponding esters 16. Finally,
basic hydrolysis yields the desired carboxylic acids 17.


Alternatively, a series of carboxylic acids of formula 21 (wherein L = O, S, etc. and m = 1 or
2), can be prepared according to Scheme 6. Reaction of the appropriate alcohol or thiol 18 with
chloroacetonitrile in the presence of sodium ethoxide under refluxing conditions provides nitriles 19.
Alkylation(s) of 19 in the standard fashion as depicted in Scheme 6 provides nitriles 2O, which upon
basic hydrolysis provide the desired carboxylic acids 21.

Alternatively, (such as when Cy is heteroaryl) carboxylic acids 27 can be prepared by the
reaction of the appropriate alcohol with thioglycolic acid 22 in the presence of a Lewis acid such as
zinc trifluoromethanesulfonate, under refluxing conditions. Then 23 can be processed to the desired
carboxylic acids 27 in the standard fashion as shown in Scheme 7.


Thioether 28 can be oxidized to the corresponding sulfone 29 with 3-chloroperoxybenzoic
acid. Following Scheme 8, as previously described, a series of carboxylic acids of formula 31 can be
prepared. The same sequence (conversion of the thioether to a sulvone) can be employed in any of the
Schemes described earlier.

A series of carboxylic acids of formula 36 can be prepared by the method outlined in Scheme
9. N-Boc glycine methyl ester, 32, can undergo Ca alkylation in the standard fashion to provide
compounds 33. Following removal of the Boc group with TFA and an N-alkylation with the
appropriate alkyl bromide or iodide leads to the formation of methyl esters 35, which upon basic
hydrolysis provide the desired carboxylic acids 36.


Alternatively, the same series of carboxylic acids of formula 36 can be prepared in a similar
fashion as described above, employing a reductive amination after removal of the Boc group,
according to Scheme 10.

A series of carboxylic acids of formula 40 can be prepared by the method outlined in Scheme
11. Reaction of Cbz protected amine 37 with 2-bromo methyl acetate provides methyl esters 38.
Alkylation(s) in the standard fashion as shown below provides methyl esters 39. Then, basic
hydrolysis yields the desired carboxylic acids 40. The Cbz group can be removed under
hydrogenolysis conditions at the appropriate stage.


A series of 3-substituted pyrrolidine 43 and 45 can be prepared by. the method outlined in
Scheme 12 (where R' is, e.g., -W-X'-Y'-Z!). Compound 41 can be treated with an organolithium or
a Grinard reagent to provide alcohol 42. The Boc protecting group of 42 can be removed by treatment
with TFA to give 3-substituted pyrrolidine 43. Alternatively, 42 can be treated with HC1 to provide
the alkene 44, followed by hydrogenation to give 3-substituted pyrrolidine 45.

A series of 3-substituted pyrrolidines 47 can be prepared by the method outlined in Scheme
13 (where Ar is an aromatic moiety). A sequence of a Pd catalyzed coupling reaction of alkene 46
with aryl bromides or heteroaryl bromides, followed by hydrogenation provides the desired 3-
substituted pyrrolindines 47.

A series of 3-hydroxyl-4-substituted pyrrolidines 49 can be prepared by the method outlined
in Scheme 14 (where Ar is an aromatic moiety). Alkene 46 can react with mCPBA to provide the
corresponding epoxide, which upon treatment with an organolithium or: a Grignard reagent in the
presence of Al(Me)3 or other Lewis acid gives alcohols 48. Finally, hydrogenolysis provides the
desired amines 49.

A series of 3,3-disubstituted pyrrolidines or piperidines 53 can be prepared by the method
outlined in Scheme 15 (Ar is, for example, aryl or heteroaryl; n is 1 or 2 and m is 1 or 2). Ketone 50

can be treated with the appropriate Wittig reagent to provide olefinic compound 51. Reaction of 51
with an organocuprate Ar2CuLi provides the corresponding 1,4 addition products 52. The Cbz
protecting group of 52 can be cleaved by hydrogenation to provide the desired 3,3-disubstituted
pyrrolidines or 3,3-disubstituted piperidines 53.

Pyrrolidine 56 can also be prepared according to Scheme 16. Halogen metal exchange
between aryl iodide 54 and isopropylmagnesium bromide followed by reaction with N-Boc-3-oxo-
pyrrolidine provides spiral lactone 55 which upon acidic cleavage of the Boc group yields the desired
pyrrolidine 56.

Alternatively, pyrrolidine 59 can be prepared according to Scheme 17. Ortho lithiation of
carboxylic acid 57, followed by reaction of the resulting organolithium with N-Boc-3-oxo-pyrrolidine
yields spiral lactone 58, which upon acidic cleavage of the Boc group provides the desired pyrrolidine
59,6


Pyrrolidine 64 can be prepared according to the method outlined in Scheme 18.

N-Boc-2-Arylpiperazines of formula 68 can be prepared according to Scheme 19 (where Ar is
an aromatic moiety). α-Bromo esters 65 react with ethylenediamine in the presence of EtONa to
provide 2-aryl-3-oxo-piperazines 66. Protection with Boc20 followed by LAH reduction yields the
desired monoprotected 2-arylpiperazines 68.


A series of compounds 71 can be prepared by the method outlined in Scheme 20 (where R
and R" are each, independently, H, C1-6 alkyl, cycloalkyl, aryl, etc.). Carboxylic acids 1 can couple
with an amine such as the pyrrolidine shown using BOP or any other coupling reagent to provide 69.
The hydroxyl group of 69 can be alkylated with 2-bromoacetate to give compounds 70. Hydrolysis of
the t-butyl ester with TFA, followed by the standard coupling reaction with a variety of amines yields
compounds 71.

According to Scheme 21 (where Ar is an aromatic moiety), the hydroxyl group of compound
69 can be alkylated with N-Boc-protected 2-amino ethyl bromide to give compounds 72. The N-Boc
group of 72 can be removed by TFA. The resulting free amino group of compounds 73 can be
converted into a variety of analogs of formula 74 by routine methods.


A series of compounds 78 can be prepared by the method outlined in Scheme 22 (where Ar
can be an aromatic moiety, alkyl or the like, Ri and Rii are each, independently, H, C1-6 alkyl,
cycloalkyl, aryl, etc.; Riii and R1V are, e.g., H, alkyl, carbocycle, heterocycle, alkylcarbonyl,
aminocarbonyl, alkylsulfonyl, alkoxycarbonyl, etc). Carboxylic acids 1 can couple with 2-
arylpiperazine 68 using BOP or any other coupling reagent to provide 75. After removal of the
Boc group, 76 can be alkylated with 2-bromoacetate to give compounds 77. Hydrolysis of the t-
butyl ester with TFA, followed by the standard coupling reaction with a variety of amines can
yield compounds 78.

According to the method outlined in Scheme 23 (Riii and Riv are,: e.g., H, alkyl, carbocycle,
heterocycle, alkylcarbonyl, aminocarbonyl, alkylsulfonyl, alkoxycarbonyl, etc), 76 can be alkylated

with N-Boc-protected 2-amino ethyl bromide to provide compounds 79, The N-Boc group of 79 can
be removed with TFA. The resulting free amino group of compounds 79 can be converted into a
variety of analogs of formula 80 by routine methods.

Methods
Compounds of the invention can modulate activity of 11βHSD1 and/or MR. The term
"modulate" is meant to refer to an ability to increase or decrease activity of an enzyme or receptor.
Accordingly, compounds of the invention can be used in methods of modulating 11βHSD1 and/or
MR by contacting the enzyme or receptor with any one or more of the compounds or compositions
described herein. In some embodiments, compounds of the present invention can act as inhibitors of 11βHSD1 and/or MR. In further embodiments, the compounds of the invention can be used to
modulate activity of 11βHSD1 and/or MR in an individual in need of modulation of the enzyme or
receptor by administering a modulating amount of a compound of the invention.
The present invention further provides methods of inhibiting the conversion of cortisone to
Cortisol in a cell, or inhibiting the production of Cortisol in a cell, where conversion to or production
of Cortisol is mediated, at least in part, by 11βHSD1 activity. Methods of measuring conversion rates
of cortisone to Cortisol and vice versa, as well as methods for measuring levels of cortisone and
Cortisol in cells, are routine in the art.
The present invention further provides methods of increasing insulin sensitivity of a cell by
contacting the cell with a compound of the invention. Methods of measuring insulin sensitivity are
routine in the art.
The present invention further provides methods of treating disease associated with activity or
expression, including abnormal activity and overexpression, of 11βHSD1 and/or MR in an individual
(e.g., patient) by administering to the individual in need of such treatment a therapeutically effective
amount or dose of a compound of the present invention or a pharmaceutical composition thereof.

Example diseases can include any disease, disorder or condition that is directly or indirectly linked to
expression or activity of the enzyme or receptor. An 11βHSD1-associated disease can also include
any disease, disorder or condition that can be prevented, ameliorated, or cured by modulating enzyme
activity.
Examples of 11βHSD1-associated diseases include obesity, diabetes, glucose intolerance,
insulin resistance, hyperglycemia, hypertension, hyperlipidemia, cognitive impairment, dementia,
glaucoma, cardiovascular disorders, osteoporosis, and inflammation. Further examples of 11βHSD1-
associated diseases include metabolic syndrome, type 2 diabetes, androgen excess (hirsutism,
menstrual irregularity, hyperandrogenism) and polycystic ovary syndrome (PCOS).
The present invention further provides methods of modulating MR activity by contacting the
MR with a compound of the invention, pharmaceutically acceptable salt, prodrug, or composition
thereof. In some embodiments, the modulation can be inhibition. In further embodiments, methods of
inhibiting aldosterone binding to the MR (optionally in a cell) are provided. Methods of measuring
MR activity and inhibition of aldosterone binding are routine in the art.
The present invention further provides methods of treating a disease associated with activity
or expression of the MR. Examples of diseases associated with activity or expression of the MR
include, but are not limited to hypertension, as well as cardiovascular, renal, and inflammatory
pathologies such as heart failure, atherosclerosis, arteriosclerosis, coronary artery disease, thrombosis,
angina, peripheral vascular disease, vascular wall damage, stroke, dyslipidemia,
hyperlipoproteinaemia, diabetic dyslipidemia, mixed dyslipidemia, hypercholesterolemia,
hypertriglyceridemia, and those associated with type 1 diabetes, type 2 diabetes, obesity metabolic
syndrome, insulin resistance and general aldosterone-related target organ damage.
As used herein, the term "cell" is meant to refer to a cell that is in vitro, ex vivo or in vivo. In
some embodiments, an ex vivo cell can be part of a tissue sample excised from an organism such as a
mammal. In some embodiments, an in vitro cell can be a cell in a cell culture. In some embodiments,
an in vivo cell is a cell living in an organism such as a mammal. In some embodiments, the cell is an
adipocyte, a pancreatic cell, a hepatocyte, neuron, or cell comprising the eye.
As used herein, the term "contacting" refers to the bringing together of indicated moieties in an
in vitro system or an in vivo system. For example, "contacting" the 11βHSD1 enzyme with a
compound of the invention includes the administration of a compound of the present invention to an
individual or patient, such as a human, having 11βHSD1, as well as, for example, introducing a
compound of the invention into a sample containing a cellular or purified preparation containing the
11βHSD1 enzyme.
As used herein, the term "individual" or "patient," used interchangeably, refers to any animal,
including mammals, preferably mice, rats, other rodents, rabbits, dogs, cats, swine, cattle, sheep,
horses, or primates, and most preferably humans.

As used herein, the phrase "therapeutically effective amount" refers to the amount of active
compound or pharmaceutical agent that elicits the biological or medicinal response that is being
sought in a tissue, system, animal, individual or human by a researcher, veterinarian, medical doctor
or other clinician, which includes one or more of the following:
(1) preventing the disease; for example, preventing a disease, condition or disorder in an
individual who may be predisposed to the disease, condition or disorder but does not yet experience or
display the pathology or symptomatology of the disease (non-limiting examples are preventing
metabolic syndrome, hypertension, obesity, insulin resistance, hyperglycemia, hyperlipidemia, type 2
diabetes, androgen excess (hirsutism, menstrual irregularity, hyperandrogenism) and polycystic ovary
syndrome (PCOS);
(2) inhibiting the disease; for example, inhibiting a disease, condition or disorder in an
individual who is experiencing or displaying the pathology or symptomatology of the disease,
condition or disorder (i.e., arresting further development of the pathology and/or symptomatology)
such as inhibiting the development of metabolic syndrome, hypertension, obesity, insulin resistance,
hyperglycemia, hyperlipidemia, type 2 diabetes, androgen excess (hirsutism, menstrual irregularity,
hyperandrogenism) or polycystic ovary syndrome (PCOS), stabilizing viral load in the case of a viral
infection; and
(3) ameliorating the disease; for example, ameliorating a disease, condition or disorder in an
individual who is experiencing or displaying the pathology or symptomatology of the disease,
condition or disorder (i.e., reversing the pathology and/or symptomatology) such as decreasing the
severity of metabolic syndrome, hypertension, obesity, insulin resistance, hyperglycemia,
hyperlipidemia, type 2 diabetes, androgen excess (hirsutism, menstrual irregularity,
hyperandrogenism) and polycystic ovary syndrome (PCOS), or lowering viral load in the case of a
viral infection.
Pharmaceutical Formulations and Dosage Forms
When employed as pharmaceuticals, the compounds of Formula I can be administered in the
form of pharmaceutical compositions. These compositions can be prepared in a manner well known in
the pharmaceutical art, and can be administered by a variety of routes, depending upon whether local
or systemic treatment is desired and upon the area to be treated. Administration may be topical
(including ophthalmic and to mucous membranes including intranasal, vaginal and rectal delivery),
pulmonary (e.g., by inhalation or insufflation of powders or aerosols, including by nebulizer;
intratracheal, intranasal, epidermal and transdermal), ocular, oral or parenteral. Methods for ocular
delivery can include topical administration (eye drops), subconjunctival, periocular or intravitreal
injection or introduction by balloon catheter or ophthalmic inserts surgically placed in the
conjunctival sac. Parenteral administration includes intravenous, intraarterial, subcutaneous,
intraperitoneal or intramuscular injection or infusion; or intracranial, e.g., intrathecal or

intraventricular, administration. Parenteral administration can be in the form of a single bolus dose, or
may be, for example, by a continuous perfusion pump. Pharmaceutical compositions and formulations
for topical administration may include transdermal patches, ointments, lotions, creams, gels, drops,
suppositories, sprays, liquids and powders. Conventional pharmaceutical carriers, aqueous, powder or
oily bases, thickeners and the like may be necessary or desirable.
This invention also includes pharmaceutical compositions which contain, as the active
ingredient, one or more of the compounds of the invention above in combination with one or more
pharmaceutically acceptable carriers. In making the compositions of the invention, the active
ingredient is typically mixed with an excipient, diluted by an excipient or enclosed within such a
carrier in the form of, for example, a capsule, sachet, paper, or other container. When the excipient
serves as a diluent, it can be a solid, semi-solid, or liquid material, which acts as a vehicle, carrier or
medium for the active ingredient. Thus, the compositions can be in the form of tablets, pills, powders,
lozenges, sachets, cachets, elixirs, suspensions, emulsions, solutions, syrups, aerosols (as a solid or in
a liquid medium), ointments containing, for example, up to 10 % by weight of the active compound,
soft and hard gelatin capsules, suppositories, sterile injectable solutions, and sterile packaged
powders.
In preparing a formulation, the active compound can be milled to provide the appropriate
particle size prior to combining with the other ingredients. If the active compound is substantially
insoluble, it can be milled to a particle size of less than 200 mesh. If the active compound is
substantially water soluble, the particle size can be adjusted by milling to provide a substantially
uniform distribution in the formulation, e.g. about 40 mesh.
Some examples of suitable excipients include lactose, dextrose, sucrose, sorbitol, mannitol,
starches, gum acacia, calcium phosphate, alginates, tragacanth, gelatin, calcium silicate,
microcrystalline cellulose, polyvinylpyrrolidone, cellulose, water, syrup, and methyl cellulose. The
formulations can additionally include: lubricating agents such as talc, magnesium stearate, and
mineral oil; wetting agents; emulsifying and suspending agents; preserving agents such as methyl- and
propylhydroxy-benzoates; sweetening agents; and flavoring agents. The compositions of the invention
can be formulated so as to provide quick, sustained or delayed release of the active ingredient after
administration to the patient by employing procedures known in the art.
The compositions can be formulated in a unit dosage form, each dosage containing from
about 5 to about 100 mg, more usually about 10 to about 30 mg, of the active ingredient. The term
"unit dosage forms" refers to physically discrete units suitable as unitary dosages for human subjects
and other mammals, each unit containing a predetermined quantity of active material calculated to
produce the desired therapeutic effect, in association with a suitable pharmaceutical excipient.
The active compound can be effective over a wide dosage range and is generally administered
in a pharmaceutically effective amount. It will be understood, however, that the amount of the
compound actually administered will usually be determined by a physician, according to the relevant

circumstances, including the condition to be treated, the chosen route of administration, the actual
compound administered, the age, weight, and response of the individual patient, the severity of the
patient's symptoms, and the like.
For preparing solid compositions such, as tablets, the principal active ingredient is mixed with
a pharmaceutical excipient to form a solid preformulation composition containing a homogeneous
mixture of a compound of the present invention. When referring to these preformulation compositions
as homogeneous, the active ingredient is typically dispersed evenly throughout the composition so
that the composition can be readily subdivided into equally effective unit dosage forms such as
tablets, pills and capsules. This solid preformulation is then subdivided into unit dosage forms of the
type described above containing from, for example, 0.1 to about 500 mg of the active ingredient of the
present invention.
The tablets or pills of the present invention can be coated or otherwise compounded to
provide a dosage form affording the advantage of prolonged action. For example, the tablet or pill can
comprise an inner dosage and an outer dosage component, the latter being in the form of an envelope
over the former. The two components can be separated by an enteric layer which serves to resist
disintegration in the stomach and permit the inner component to pass intact into the duodenum or to
be delayed in release. A variety of materials can be used for such enteric layers or coatings, such
materials including a number of polymeric acids and mixtures of polymeric acids with such materials
as shellac, cetyl alcohol, and cellulose acetate.
The liquid forms in which the compounds and compositions of the present invention can be
incorporated for administration orally or by injection include aqueous solutions, suitably flavored
syrups, aqueous or oil suspensions, and flavored emulsions with edible oils such as cottonseed oil,
sesame oil, coconut oil, or peanut oil, as well as elixirs and similar pharmaceutical vehicles.
Compositions for inhalation or insufflation include solutions and suspensions in
pharmaceutically acceptable, aqueous or organic solvents, or mixtures thereof, and powders. The
liquid or solid compositions may contain suitable pharmaceutically acceptable excipients as described
supra. In some embodiments, the compositions are administered by the oral or nasal respiratory route
for local or systemic effect. Compositions in can be nebulized by use of inert gases. Nebulized
solutions may be breathed directly from the nebulizing device or the nebulizing device can be
attached to a face masks tent, or intermittent positive pressure breathing machine. Solution,
suspension, or powder compositions can be administered orally or nasally from devices which deliver
the formulation in an appropriate manner.
The amount of compound or composition administered to a patient will vary depending upon
what is being administered, the purpose of the administration, such as prophylaxis or therapy, the state
of the patient, the manner of administration, and the like. In therapeutic applications, compositions
can be administered to a patient already suffering from a disease in an amount sufficient to cure or at
least partially arrest the symptoms of the disease and its complications. Effective doses will depend on

the disease condition being treated as well as by the judgment of the attending clinician depending
upon factors such as the severity of the disease, the age, weight and general condition of the patient,
and the like.
The compositions administered to a patient can be in the form of pharmaceutical
compositions described above. These compositions can be sterilized by conventional sterilization
techniques, or may be sterile filtered. Aqueous solutions can be packaged for use as is, or lyophilized,
the lyophilized preparation being combined with a sterile aqueous carrier prior to administration. The
pH of the compound preparations typically will be between 3 and 11, more preferably from 5 to 9 and
most preferably from 7 to 8. It will be understood that use of certain of the foregoing excipients,
carriers, or stabilizers will result in the formation of pharmaceutical salts.
The therapeutic dosage of the compounds of the present invention can vary according to, for
example, the particular use for which the treatment is made, the manner of administration of the
compound, the health and condition of the patient, and the judgment of the prescribing physician. The
proportion or concentration of a compound of the invention in a pharmaceutical composition can vary
depending upon a number of factors including dosage, chemical characteristics (e.g., hydrophobicity),
and the route of administration. For example, the compounds of the invention can be provided in an
aqueous physiological buffer solution containing about 0.1 to about 10% w/v of the compound for
parenteral adminstration. Some typical dose ranges are from about 1 µg/kg to about 1 g/kg of body
weight per day. In some embodiments, the dose range is from about 0.01 mg/kg to about 100 mg/kg
of body weight per day. The dosage is likely to depend on such variables as the type and extent of
progression of the disease or disorder, the overall health status of the particular patient, the relative
biological efficacy of the compound selected, formulation of the excipient, and its route of
administration. Effective doses can be extrapolated from dose-response curves derived from in vitro
or animal model test systems.
The compounds of the invention can also be formulated in combination with one or more
additional active ingredients which can include any pharmaceutical agent such as anti-viral agents,
antibodies, immune suppressants, anti-inflammatory agents and the like.
Labeled Compounds and Assay Methods
Another aspect of the present invention relates to radio-labeled compounds of the invention
that would be useful not only in radio-imaging but also in assays, both in vitro and in vivo, for
localizing and quantitating the enzyme in tissue samples, including human, and for identifying ligands
by inhibition binding of a radio-labeled compound. Accordingly, the present invention includes
enzyme assays that contain such radio-labeled compounds.
The present invention further includes isotopically-labeled compounds of the invention. An
"isotopically" or "radio-labeled" compound is a compound of the invention where one or more atoms
are replaced or substituted by an atom having an atomic mass or mass number different from the

atomic mass or mass number typically found in nature (i.e., naturally occurring). Suitable
radionuclides that may be incorporated in compounds of the present invention include but are not
limited to 2H (also written as D for deuterium), 3H (also written as T for tritium), 11C, 13C, 14C, 13N,
15N, 15O, 17O, 18O, 18F, 35S, 36C1,82Br, 75Br, 76Br, 77Br, 1231,124I, 125I and 131I. The radionuclide that is
incorporated in the instant radio-labeled compounds will depend on the specific application of that
radio-labeled compound. For example, for in vitro receptor labeling and competition assays,
compounds that incorporate 3H, 14C, 82Br, 125I,1311,35S or will generally be most useful. For radio-
imaging applications 11C, 18F, I25I,123I,124I,131I,75Br, 76Br or 77Br will generally be most useful.
It is understood that a "radio-labeled " or "labeled compound" is a compound that has
incorporated at least one radionuclide. In some embodiments the radionuclide is selected from the
group consisting of 3H, 14C, 125I,35S and 82Br.
Synthetic methods for incorporating radio-isotopes into organic compounds are applicable to
compounds of the invention and are well known in the art.
A radio-labeled compound of the invention can be used in a screening assay to
identify/evaluate compounds. In general terms, a newly synthesized or identified compound (i.e., test
compound) can be evaluated for its ability to reduce binding of the radio-labeled compound of the
invention to the enzyme. Accordingly, the ability of a test compound to compete with the radio-
labeled compound for binding to the errzyme directly correlates to its binding affinity.
Kits
The present invention also includes pharmaceutical kits useful, for example, in the treatment
or prevention of 11βHSD1-associated diseases or disorders, obesity, diabetes and other diseases
referred to herein which include one or more containers containing a pharmaceutical composition
comprising a therapeutically effective amount of a compound of the invention. Such kits can further
include, if desired, one or more of various conventional pharmaceutical kit components, such as, for
example, containers with one or more pharmaceutically acceptable carriers, additional containers, etc.,
as will be readily apparent to those skilled in the art. Instructions, either as inserts or as labels,
indicating quantities of the components to be administered, guidelines for administration, and/or
guidelines for mixing the components, can also be included in the kit.
The invention will be described in greater detail by way of specific examples. The following
examples are offered for illustrative purposes, and are not intended to limit the invention in any
manner. Those of skill in the art will readily recognize a variety of noncritical parameters which can
be changed or modified to yield essentially the same results. The compounds of the example section
were found to be inhibitors or antagonists of 11βHSD1 or MR according to one or more of the assays
provided herein.

EXAMPLES
{(lS)-2-[2-(4-Chlorophenyl)-2-methyIpropanoyl]-1,2,3,4-tetrahydroisoquinolin-1-yI}methanol
BOP (200 µL, 0.25 M in DMF, 50 µmol) was added to a solution of the 2-(4-chlorophenyl)-2-
methylpropanoic acid (200 µL, 0.25 M in DMF, 50 µmol) at RT, followed by addition of N-methyl
morpholine (40 µL). The mixture was stirred at RT for 15 min, then a solution of (1S)-1,2,3,4-
tetrahydroisoquinolin-1-ylmethanol in DMF (200 uL, 0.25 M in DMF, 50 µmol) was added. The
resulting mixture was stirred at RT for 3 h, and then was adjusted by TFA to PH = 2.O, and diluted
with DMSO (1100 µL). The resulting solution was purified by prep.-HPLC to afford the desired
product ((1S)-2-[2-(4-chlorophenyl)-2-methylpropanoyl]-1,2,3,4-tetrahydroisoquinolin-1-
yl)methanol. LCMS: (M+Ff)+ = 344.0/346.0.

2-[2-(4-Chlorophenyl)-2-methylpropanoyl]-1,2,3,4-tetrahydroisoquinoline
This compound was prepared using procedures analogous to those for example 1. LCMS:
(M+H)+ = 314.0/316.0.
i
6-[2-(4-Chlorophenyl)-2-methylpropanoyl]-4,5,6,7-tetrahydrothieno[2,3-c]pyridine
This compound was prepared using procedures analogous to those for example 1. LCMS:
(M+H)+ = 320.0/322.0.


3-PhenyI-1-[2-(4-chlorophenyl)-2-methyIpropanoyl]piperidine
This compound was prepared using procedures analogous to those for example 1. LGMS:
(M+H)+ = 342.0/344.1.

l'-[2-(4-ChIorophenyI)-2-methylpropanoyl]-1,3-dihydrospiro[indene-2,4'-piperidine]
This compound was prepared using procedures analogous to those for example 1. LCMS:
(M+H)+ = 368.1/370.1.

2-Methyl-1-phenyl-4-[2-(4-chlorophenyl)-2-methyIpropanoyl]piperazine
This compound was prepared using procedures analogous to those for example 1. LCMS:
(M+H)+ = 357.1/359.1.

2-[2-(4-ChlorophenyI)-2-methylpropanoyl]-2,3,3a,4,5,9b-hexahydro-lH-benzo[e]isoindole
This compound was prepared using procedures analogous to those for example 1. LCMS:
(M+H)+ = 354.1/356.0.


3-(3-Fluorophenyl)-1-[2-(4-chlorophenyI)-2-methylpropanoyl]pyrrolidine
This compound was prepared using procedures analogous to those for example 1. LCMS:
(M+H)+ = 346.0/348.0.

l'-[2-(4-Chlorophenyl)-2-methyIpropanoyl]-3H-spiro[2-benzofuran-1,3'-pyrrolidin]-3-one
This compound was prepared using procedures analogous to those for example 1. LCMS:
(M+H)+ = 370.0/372.0.
((1 S)-2- [2-Methyl-2-(phenylthio) propanoyl] -1,2,3,4-tetrahydr oisoquinolin-1-yl) methanol
Step 1. Methyl 2-methyl-2-(phenylthio)propanoate

Sodium hydride (60% in mineral oil, 1.08 g, 27.1 mmol) was suspended in DMF (20 mL) and
cooled to 0 °C. A solution of methyl(phenylthio)acetate (2.15 g, 11.8 mmol) in THF (40 mL) was
added via cannula at 0 °C. After stirring for 10 min at 0 °C, methyl iodide(3.67 mL, 59.0 mmol) was
added dropwise at 0 °C. The reaction mixture was stirred at rt overnight. It was quenched by the
addition of water and EtOAc. After stirring for a few min to dissolve all solids, the layers were
separated. The organic layer was dried over MgSO4, filtered and concentrated. The residue was flash
chromatographed (silica, hexanes:ether, 2:1) to provide the desired product (2.25 g, 90.7% yield).
Step 2. 2-Methyl-2-(phenylthio)propanoic acid

Methyl 2-methyl-2-(phenylthio)propanoate (1.126 g, 5.35 mmol) was dissolved in THF (15
mL) and methanol (5 mL). That solution was treated with an aqueous solution of lithium hydroxide
monohydrate (1.12 g, 26.8 mmol in 5 mL of water). The reaction mixture was stirred at rt overnight.
The volatiles were removed and the remaining aqueous solution was acidified with a 1N HC1 solution

to pH 2. Ethyl acetate was added and the layers were separated. The organic layer was dried over
MgSO4, filtered and concentrated to provide the desired carboxylic acid as a white solid (1.020 g,
97.1% yield).
Step 3.
The final compound was prepared using procedures analogous to those for example 1. LCMS:
(M+H)+ = 342.0.

2-[2-Methyl-2-(phenyIthio)propanoyI]-1,2,3,4-tetrahydroisoquinoline
This compound was prepared using procedures analogous to those for Example 10. LCMS:
(M+H)+ = 312.0.

6-[2-Methyl-2-(phenylthio)propanoyl]-4,5,6,7-tetrahydrothieno[2,3-c]pyridine
This compound was prepared using procedures analogous to those for Example 10. LCMS:
(M+H)+ = 318.0.

3-PhenyI-1-[2-methyl-2-(phenylthio)propanoyl]piperidine
This compound was prepared using procedures analogous to those for Example 10. LCMS:
(M+H)+ = 340.1. .


l'-[2-Methy]-2-(phehylthio)propaaoyl]-1,3-dihydrospiro[indene-2,4'-piperidine
This compound was prepared using procedures analogous to those for Example 10. LCMS: (M+H)+ =
366.1.

2-Methyl-1-phenyl-4-[2-methyl-2-(phenylthio)propanoyl]piperazine
This compound was prepared using procedures analogous to those for Example 10. LCMS:
(M+H)+ = 355.1.

2-[2-Methyl-2-(phenylthio)propanoyl]-2,3,3a,4,5,9b-hexahydro-lH-benzo[e]isoindole
This compound was prepared using procedures analogous to those for example 10. LCMS:
(M+H)+ = 352.1.

3-(3-Fluorophenyl)-1-[2-methyl-2-(phenyIthio)propanoyl] pyrrolidine
This compound was prepared using procedures analogous to those for example 10. LCMS:
(M+H)+ = 344.0.

l'-[2-MethyI-2-(phenylthio)propanoyl]-3H-spiro[2-benzofuran-1,3'-pyrrolidin]-3-one
This compound was prepared using procedures analogous to those for example 10. LCMS:
(M+H)+ = 368.0.


((lS)-2-{2-[(2-Chlorobenzyl)thio]-2-methylpropanoyl}-1,2,3,4-tetrahydroisoquinoIin-1-
yl)methanol
This compound was prepared using procedures analogous to those for example 10. LCMS:
(M+H)+ = 390.0/392.0.

2-{2-[(2-Chlorobenzyl)thio]-2-methylpropanoyl}-1,2,3,4-tetrahydroisoquinoIine
This compound was prepared using procedures analogous to those for example 1. LCMS:
(M+H)+ = 360.0/362.0.

6-{2-[(2-ChlorobenzyI)thio]-2-methylpropanoyl}-4,5,6,7-tetrahydrothieno[2,3-c]pyridine
This compound was prepared using procedures analogous to those for example 10. LCMS:
(M+H)+ = 366.0/368.0.

3-PhenyI-1-{2-[(2-chlorobenzyl)thio]-2-methylpropanoyl}piperidine
This compound was prepared using procedures analogous to those for example 10. LCMS:
(M+H)+ = 388.0/390.0.


l'-{2-[(2-ChIorobenzyl)thio]-2-methylpropanoyl}-1,3-dihydrospirotindene-2,4'-piperidine
This compound was prepared using procedures analogous to those for example 10. LCMS:
(M+H)+ = 414.0/416.0.

2-Methyl-1-phenyI-4-{2-[(2-chlorobenzyl)thio]-2-methylpropanoyl}piperazine
This compound was prepared using procedures analogous to those for example 10. LCMS:
(M+B)+ = 403.0/405.0.
2-{2-[(2-ChlorobenzyI)thio]-2-methylpropanoyl}-2,3,3a,4,5,9b-hexahydro-lH-benzo[e]isoindoIe
This compound was prepared using procedures analogous to those for example 10. LCMS:
(M+H)+ = 400.0/402.1.


3-(3-Fluorophenyl)-1'-{2-[(2-chlorobenzyl)thio]-2-metfaylpropanoyI}pyrrolidine
This compound was prepared using procedures analogous to those for example 10. LCMS:
(M+H)+ = 392.0/394.0.

l'-{2-[(2-ChIorobenzyl)thio]-2-methyIpropanoyI}-3H-spiro[2-benzofuran-l,3'-pyrrolidin]-3-one
This compound was prepared using procedures analogous to those for example 10. LCMS:
(M+H)+ = 416.0/418.0.

4-[1,1-DimethyI-2-oxo-2-(3-oxo-1'H,3H-spiro[2-benzofuran-l,3'-pyrrolidin]-1'-
yl) ethoxy] benzonitrile
Step 1: Ethyl 2-(4-cyanophenoxy)-2-methylpropanoate

4-Hydroxybenzoic acid nitrile (1. 00 g, 8.39 mmol) was dissolvediin dry acetone (32 mL) and
treated with potassium carbonate (3.48 g, 25.2 mmol). The reaction mixture was stirred at ambient
temperature for 30 minutes and then propanoic acid, 2-bromo-2-methyl-, ethyl ester (3.70 mL, 25.2
mmol) was added. The reaction mixture was stirred under refluxing for 16 hours. Then, it was brought
to ambient temperature, poured into water and extracted with dichloromethane. The organic layer was
dried over magnesium sulfate, filtered and concentrated. The residue was flash chromatographed

(silica, hexanes:ethyl acetate, 9:1 to 6:1 to 3:1) to provide the title compound as a colorless oil (0.918
g, 46.9% yield).
Step 2: 2-(4-Cyanophenoxy)-2-methylpropanoic acid

Ethyl 2-(4-cyanophenoxy)-2-methylpropanoate (0.890 g, 3.82 mmol) was dissolved in
tetrahydrofuran (45 mL) and methanol (15 mL) and treated with a solution of lithium hydroxide,
monohydrate (0.800 g, 19.1 mmol) in water (15 mL). The reaction mixture was stirred at ambient
temperature overnight. The volatiles were removed under reduced pressure and the remaining aqueous
solution was acidified with a 1 N HC1 solution to pH 2. Ethyl acetate was added and the layers were
separated. The organic layer was dried over magnesium sulfate, filtered and concentrated to provide
the title compound as a white solid (0.749 g, 95.7 % yield).
Step 3: 4-[1,1-Dimethyl-2-oxo-2-(3-oxo-l 'H,3H-spiro[2-benzofuran-1,3 '-pyrrolidinj-l '-
yl) ethoxy]benzonitrile
2-(4-Cyanophenoxy)-2-methylpropanoic acid (0.040 g, 0.19 mmol) was dissolved in DMF
(1.9 mL) and treated with BOP reagent (0.103 g, 0.234 mmol). After stirring for 10 minutes, 3H-
spiro[2-benzofuran-1,3'-pyrrolidin]-3-one hydrochloride (0.048 g, 0.214 mmol) was added followed
by N,N-diisopropylethylamine (0.102 mL, 0.585 mmol). The reaction mixture was stirred at ambient
temperature overnight. It was poured into a saturated sodium bicarbonate solution and extracted with
ethyl acetate. The organic layer was washed successively with water and brine, dried over magnesium
sulfate, filtered and concentrated. The residue was flash chromatographed (silica, hexanes:ethyl
acetate, 1:1 to 1:2 to 1:3) to provide the title compound as an off white solid (0.068 g, 93% yield).
LCMS:m/z 377.1 (M+H)+.

l'-[2-(4-Chlorophenoxy)-2-methylpropanoyI]-3H-spiro[2-benzofuran-1,3'-pyrrolidin]-3-one

The title compound was prepared according to the procedures described for Example 28.
LCMS:m/z 386.1 (M+H)+.

{4-[1,1-Dimethyl-2-oxo-2-(3-oxo-l'H,3H-spiro[2-benzofuran-1,3'-pyrrolidin]-1'-
yl)ethoxy] phenyl}acetonitrile
The title compound was prepared according to the procedures described for example 28.
LCMS:m/z 391.2 (M+H)+.

{4-[1,1-Dimethyl-2-oxo-2-(l'H,3H-spiro[2-benzofuran-1,3'-pyrrolidin]-1'-
yl)ethoxy] phenyl}acetonitrile
2-[4-(Cyanomethyl)phenoxy]-2-methylpropanoic acid, prepared according to the procedures
described for Example 28, (0.020 g, 0.1 mmol) was dissolved in dichloromethane (0.39 raL) and
treated with BOP reagent (0.040 g, 0.1 mmol). After stirring for 10 minutes, 3H-spiro[2-benzofuran-
1,3'-pyrrolidine] hydrochloride (0.016 g, 0.1 mmol) was added followed by N,N-
diisopropylethylamine (0.040 mL, 0.228 mmol). The reaction mixture was stirred at ambient
temperature overnight. Following concentration, the residue was flash chromatographed (silica,
hexanes:ethyl acetate, 1:1 to 1:2) to provide the title compound (0.0125 g, 43.7% yield). LCMS: m/z
377.2 (M+H)+.


l'-[2-Methyl-2-(4-pyridin-2-ylphenoxy)propanoyl]-3H-spiro[2-benzofuran-1,3'-pyrrolidin]-3-
one
Step 1: Ethyl 2-methyl-2-(4-pyridin-2-ylphenoxy)propanoate

Ethyl 2-(4-bromophenoxy)-2-methylpropanoate (0.400 g, 1.39 mmol) prepared using a
similar procedure to that of Example 28, was dissolved in dry toluene (16 mL) in a schlenck flask
under nitrogen. To that solution was added successively 2-(tributylstannyl)pyridine (0.673 g, 1.46
mmol) and tetrakis(triphenylphosphine)palladium(O) (0.080 g, 0.07 mmol). The reaction mixture was
evacuated and flushed with nitrogen four times and then stirred at 110 °C overnight. It was brought to
ambient temperature and filtered through a short silica gel pad (hexanes:ethyl acetate, 3:1 to 1:1). The
filtrate was concentrated and the residue was flash chromatographed (silica, hexanes:ethyl acetate, 6:1
to 4:1 to 2:1 to 1:1) to provide the title compound as a colorless oil (0.352 g, 88.6% yield).
Step 2: 2-Methyl-2-(4-pyridin-2-ylphenoxy)propanoic acid

Ethyl 2-methyl-2-(4-pyridin-2-ylphenoxy)propanoate (0.352 g, 1.23 mmol) was dissolved in
tetrahydrofuran (15 mL) and methanol (5 mL) and treated with a solution of lithium hydroxide,
monohydrate (0.259 g, 6.17 mmol) in water (5 mL). The reaction mixture was stirred at ambient
temperature overnight. The volatiles were removed under reduced pressure and the remaining aqueous
solution was acidified with a 1 N HC1 solution to pH 2. Ethyl acetate was added and the layers were
separated. The organic layer was dried over magnesium sulfate, filtered and concentrated to provide
the title compound as a white solid (0.245 g, 77.2 % yield).
Step 3: 1 '-[2-Methyl-2-(4-pyridin-2-ylphenoxy)propanoyl]-3H-spiro[2-benzofuran-1,3'-pyrrolidin]-3-
one


2-Methyl-2-(4-pyridin-2-ylphenoxy)propanoic acid (0.030 g, 0.12 mmol) was dissolved in
DMF (1.2 mL) and treated with BOP reagent (0.062 g, 0.140 mmol). After stirring for 10 minutes,
3H-spiro[2-benzofuran-1,3'-pyrrolidin]-3-one hydrochloride (0.029 g, 0.128 mmol) was added
followed by N,N-diisopropylethylamine (0.061 mL, 0.350 mmol). The reaction mixture was stirred at
ambient temperature overnight. It was poured into a saturated sodium bicarbonate solution and
extracted with ethyl acetate. The organic layer was washed successively with water and brine, dried
over magnesium sulfate, filtered and concentrated. The residue was flash chromatographed (silica,
hexanes:ethyl acetate, 1:2 to 1:3) to provide the title compound as an off white solid (0.045 g, 90%
yield).
LCMS:m/z429.1(M+H)+.

l'-{2-[(4'-Fluorobiphenyl-4-yl)oxy]-2-methylpropanoyI}-3H-spiro[2-lbenzofuran-1,3'-
pyrroIidin]-3-one
The title compound prepared according to the procedures described for Example 32.
LCMS:m/z 446.1 (M+H)+.

X'-{2-[(4'-Fluorobiphenyl-4-yl)oxy]-2-methyIpropanoyl}-3H-spiro[2-benzofuran-1,3'-
pyrrolidine]

2-[(4'-Fluorobiphenyl-4-yl)oxy]-2-methylpropanoic acid, prepared according to the
procedures described for Example 32, (0.020 g, 0.07 mrnol) was dissolved in dichloromethane (0.38
mL) and treated with BOP reagent (0.039 g, 0.088 mrnol). After stirring for 10 minutes, 3H-spiro[2-
benzofuran-1,3-pyrrolidine] hydrochloride (0.015 g, 0.073 mrnol) was added followed by N,N-
diisopropylethylamine (0.038 mL, 0.219 mrnol). The reaction mixture was stirred at ambient
temperature overnight. Following concentration, the residue was flash chromatographed (silica,
hexanes:ethyl acetate, 1:1 to 1:2 to 1:3) to provide the title compound (0.026 g, 80% yield). LCMS:
m/z 432.2 (M+H)+.

(1R)-1'-[2-(4-ChIorophenoxy)-2-methyIpropanoyl]-3H-spiro[2-benzofuran-1,3'-pyrrolidin]-3-
one
Step 1. Benzyl 3-oxo-l 'H,3H-spiro[2-benzofuran-1,3'-pyrrolidine]-1 'carboxylate

To a solution of methyl-2-iodobenzoate(8.8 mL, 0.060 mol) in THF (300 mL) at -60 °C was
slowly added a solution of isopropylmagnesium bromide in THF (1.0 M, 66.0 mL) and the mixture
was stirred below -50 °C for 1 h. A solution of ben2yl-3-oxopyrrolidine-1-carboxylate (11.0 g, 0.05
mol) in THF (20.0 mL) was added to the above mixture and the reaction was stirred below -20 °C for
2 h. The reaction was quenched by adding saturated NH4Cl and then extracted with ethyl acetate and
the combined extract was washed with water, brine, dried and concentrated. The product was purified
by CombiFlash using Hexane/Ethyl acetate.
Step 2. (lS)-(+)-l0-Camphorsulfonic acid 3H-spiro-[2-benzofuran-1,3 '-pyrrolidm]-3-one


Palladium on carbon (10%, 0.5 g) was added to a solution of benzyl 3-oxo-l'H,3H-spiro[2-
benzofuran-1,3'-pyrrolidine]-rcarboxylate (5.0 g, 15.5 mmol) in methanol (100 mL) and the mixture
was stirred under hydrogen balloon for 4 h (HPLC completion). The solvent was removed under
vacuum. The residue was dissolved in acetonitrile (200 mL) and (lS)-(+)-10-camphorsulfonic acid
(3.6 g, 15.5 mmol) in acetonitrile (20 mL) was slowly added at 50 °C . The formed solid was filtered
and dried to give the desired product. LC-MS : 190.1 (M+H)+.
Step 3.
2-(β-Chlorophenoxy)-2-methylpropanoic acid (0.030 g, 0.12 mmol) was dissolved in DMF
(1.3 mL) and treated with BOP reagent (0.062 g, 0.139 mmol). After stirring for 10 minutes, (lS)-(+)-
10-camphorsulfonic acid salt of (1R)-3H-spiro[2-benzofuran-1,3'-pyrrolidin]-3-one(l:l) (0.054 g,
0.128 mmol) was added followed by N,N-diisopropylethylamine (0.061 mL, 0.348 mmol). The
reaction mixture was stirred at ambient temperature overnight. It was poured into a saturated sodium
bicarbonate solution and extracted with ethyl acetate. The organic layer was rwashed successively with
water and brine, dried over magnesium sulfate, filtered and concentrated. The residue was flash
chromatographed (silica, hexanes:ethyl acetate, 1:1) to provide the title compound as a white solid
(0.042 g, 94% yield). LCMS: m/z 386.1 (M+H)+.

(1R)-1'-[2-(2,4-DichIorophenoxy)-2-methylpropanoyl]-3H-spiro[2-benzofuran-1,3'-pyrroIidin]-
3-one
The title compound was prepared according to the procedures described in Example 35.
LCMS: m/z 421.0 (M+H)+.


(1R)-1'-[2-(3,4-Dichlorophenoxy)-2-methylpropanoyl]-3H-spiro[2-benzofuran-1,3'-pyrroIidin]-
3-one
The title compound was prepared according to the procedures described for Example 35.
LCMS: m/z 421.0 (M+H)+.
Example 38
l'-[2-(4-ChIorophenyl)-2-methylpropanoyI]-3H-spiro[2-benzofuran-1,3'-pyrrolidin]-3-one

This compound was prepared using procedures analogous step lb in example 35. MS (ESI):
370.KM + H+)
Example 39
(1R)-1'-[2-(4-chlorophenyl)-2-methylpropanoyl]-3H-spiro[2-benzofuran-1,3'-pyrrolidin]-3-one

This compound was prepared using procedures analogous lb in example 35. MS (ESI):
370.1(M + H+)
Example 40
l'-[2-(4-Chlorophenyl)-2-methylpropanoyI]-3H-spiro[furo[3,4-c]pyridine-1,3'-pyrrolidin]-3-one

Step 1: Synthesis of 7H-spiro[furo[3,4-b]pyridine-5,3'-pyrrolidin]-7-one

A solution of 2,2,6,6-teframethyl-piperidine (0.820 mL, 0.00486 mol) in tetrahydrofuran (5
mL, 0.06 mol) at -75 Celsius was added 1.600 M of n-butyllithium in hexane (4.05 mL). After stirred
for 15 min, a solution of 2-pyridinecarboxylic acid (199 mg, 0.00162 mmol) was added. The mixture
was continue stir at -75 Celsius 10 min, then stir at -20 Celsius for 30.min. A solution of tert-butyl 3-
oxopyrrolidine-1-carboxylate (250 mg, 0.0013 mol) in THF 2 mL was added to the above mixture.
The reaction mixture was continued to stir at -20 Celsius for 20 min, then warm up to r.t. and stirred
for additional 1 hours. The reaction was quenched with water and concentrated to remove THF and
acidified to pH ~1 using 6M HC1 aq. solution, stir at r.t. overnight. The residue was extracted with
methylene chloride. The water layer was concentrated and the residue was directly purified by flash
chromatography on silica gel column with 10% methanol in methylene chloride to give the desired
compound. MS (ESI): 190.9 (M + H+).
Example 41
l'-[2-(4-chlorophenyl)-2-methylpropanoyI]-7H-spiro[furo[3,4-b]pyridine-5,3'-pyrrolidin]-7-one

This compound was prepared using procedures analogous to example 40. MS (ESI): 371.1(M
+ H+).

(4aR,8aS)-2-{2-[(4-Chlorophenyl)thio]-2-methylpropanoyl}decahydroisoquinoline
This compound was prepared using procedures analogous to those described for the synthesis
of example 10. LCMS: (M+H)+ = 352.7/354.7.


l'-{2-[(4-Chlorophenyl)thio]-2-methylpropanoyI}-3H-spiro[2-benzofuran-1,3'-pyrroIidin]-3-one

Stepl. Benzyl 3-oxo-l 'H,3H-spiro[2-benzofuran-1,3'-pyrrolidine]-l 'carboxylate
To a solution of methyl-2-iodobenzoate(8.8 mL, 0.060 mol) in THF (300 mL) at -60 °C was
slowly added a solution of isopropylmagnesium bromide in THF (1.0 M, 66.0 mL) and the mixture
was stirred below -50 °C for 1 h. A solution of benzyl-3-oxopyrrolidine-1-carboxylate (11.0 g, 0.05
mol) in THF (20.0 mL) was added to the above mixture and the reaction mixture was stirred below -
20 °C for 2 h. The reaction was quenched by the addition of saturated NH4Cl aqueous solution, and
the resulting mixture was extracted with ethyl acetate several times. The combined extract was
washed with water followed by brine, then dried and then concentrated. The product was purified by
CombiFlash using hexane/ethyl acetate.
Step 2. 3H-spiro-[2-benzofuran-1,3 '-pyrrolidin]-3-one

Palladium on carbon (10%, 0.5 g) was added to a solution of benzyl 3-oxo-l'H,3H-spiro[2-
benzofuran-1,3'-pyrrolidine]-l'carboxylate (5.0 g, 15.5 mmol) in methanol (100 mL) and the mixture
was stirred under a hydrogen balloon for 4 h (HPLC completion). The volatiles were removed under
vacuum to afford the desired product. LCMS : 190.1 (M+H)+.
Step 3.
The title compound was prepared using procedures analogous to those described for the
synthesis of example 10. LCMS: (M+H)+ = 402.7/404.7.

l'-{2-[(4-ChIorophenyl)thio]-2-methyIpropanoyl}-3H-spiro[2-benzofuran-1,3'-pyrrolidine]
This compound was prepared using procedures analogous to those; described for the synthesis
of example 10. LCMS: (M+H)+ = 387.7/389.7.


l-[2-(4-ChIorophenyl)-2-raethyIpropanoyl]-4-(2-methoxyphenyl)piperidine
This compound was prepared using procedures analogous to those described for the synthesis
of example 1. LCMS: (M+H)+ = 372.7/374.7.

l-[2-(4-Chlorophenyl)-2-methyIpropanoyl]-4-(2-trifluoromethylphenyl)piperidine
This compound was prepared using procedures analogous to those described for the synthesis
of example 1. LCMS: (M+H)+ = 426.7/428.7.

l-[2-(4-Chlorophenyl)-2-methylpropanoyI]-4-(2-fluorophenyl)piperidin-4-ol
This compound was prepared using procedures analogous to those described for the synthesis
of example 1. LCMS: (M+H)+= 376.6/378.6.

1-[2-(4-Chlorophenyl)-2-methylpropanoyl] azepane
This compound was prepared using procedures analogous to those 'described for the synthesis
of example 1. LCMS: (M+H)+ = 280.6/282.6.


l-[2-(4-ChIorophenyl)-2-methylpropanoyl]-3-phenyl-2,5-dihydro-lH-pyrrole
This compound was prepared using procedures analogous to those described for the synthesis
of example 1. LCMS: (M+H)+ = 326.6/328.6.

3-{l-[2-(4-Chlorophenyl)-2-methylpropanoyl]pyrroIidin-3-yl}pyridine
This compound was prepared using procedures analogous to those described for the synthesis
of example 1. LCMS: (M+H)+ = 329.6/330.6.

l-[2-(4-ChlorophenyI)-2-methylpropanoyI]-4-methyl-4-phenylpiperidine
This compound was prepared using procedures analogous to those described for the synthesis
of example 1. LCMS: (M+H)+ = 356.7/358.7.

l-[2-(4-Chlorophenyl)-2-methylpropanoyl]-4-(2-raethylphenyl)piperidine
This compound was prepared using procedures analogous to those described for the synthesis
of example 1. LCMS: (M+H)+ = 356.7/358.7.
Example 53


l-[2-(4-Chlorophenyl)-2-methylpropanoyl]-3-(2-phenyIethyl)pyrrolidine
This compound was prepared using procedures analogous to those described for the synthesis
of example 1. LCMS: (M+H)+- 356.7/358.7.

3-(3-Chlorophenyl)-1-[2-(3~chIorophenyl)-2-methylpropanoyI]pyrrolidine
This compound was prepared using procedures analogous to those described for the synthesis
of example 1. LCMS: (M+H)+ = 362.1/364.1.

4-{l-[2-(4-Chlorophenyl)-2-methylpropanoyI]pyrroIidin-3-yl}pyridine
This compound was prepared using procedures analogous to those described for the synthesis
of example 1. LCMS: (M+H)+ = 329.6/330.6.

3-(3-Chlorophenyl)-1-[2-(3,4-dichIorophenyl)-2-methyIpropanoyl]pyrrolidine
This compound was prepared using procedures analogous to those described for the synthesis
of example 1. LCMS: (M+H)+ = 396.1/398.1/340.1.

4-{1-[2-(3,4-DichlorophenyI)-2-methyIpropanoyl]pyrroIidin-3-yl}pyridine

This compound was prepared using procedures analogous to those described for the synthesis
of example 1. LCMS: (M+H)+ = 364.1/366.1.

l-[2-(4-ChIorophenyI)-2-methyIpropanoyI]-4-phenylpyrroIidin-2-yl}methanoI
This compound was prepared using procedures analogous to those described for the synthesis
of example 1. LCMS: (M+H)+ = 358.7/360.7.

{(2S,4R)-1-[2-(4-Chlorophenyl)-2-methylpropanoyI]-4-phenyIpyrrolidin-2-yl}methanol
This compound was prepared using procedures analogous to those described for the synthesis
of example 44 followed by separation of the diastereoisomers via purification using a chiral column.
LCMS: (M+H)+ = 358.7/360.7.

2-[2-(4-ChlorophenyI)-2-methyIpropanoyl]-1,2,3,3a,4,9b-hexahydrochromeno[3,4-c]pyrrole
Step 1. 2-[l-[2-(4-chlorophenyl)-2-methylpropanoyl]-4-(hydroxymethyl)pyrrolidin-3-yl]phenol
This compound was prepared using procedures analogous to those described for the synthesis of
example 1. LCMS: (M+H)+ = 374.7/376.7.
Step 2. 2-[2-(4-Chlorophenyl)-2-methylpropanoyl]-1,2,3,3a,4,9b-hexahydrochromeno[3,4-c]pyrrole
A mixture of 2-[l-[2-(4-chlorophenyl)-2-methylpropanoyl]-4-(hydroxymethyl)pyrrolidin-3-
yl]phenol (14.5 mg, 0.0000388 mol), triphenylphosphine (20.0 mg, 0.0000762 mol) and diisopropyl
azodicarboxylate (15.0 uL, 0.0000762 mol) in tetrahydrofuran (1.0 mL, 0.012 mol) was stirred at rt

for 4 h. The mixture was diluted with methanol (0.80 mL) and purified by prep-HPLC to give the
desired product. LCMS: (M+H)+ = 356.7/358.7.

(1R)-1'-(2-Methyl-2-pyridin-3-yIpropanoyI)-3H-spiro[2-benzofuran-1,3'-pyrroIidin]-3-one
The title compound was prepared using a procedure that was analogous to that described for
the synthesis of example 1 starting from 2-methyl-2-pyridin-3-ylpropanoic acid. LCMS: (M+H)+ =
337.1.

(1R)-1'-[2-(4-ChlorophenyI)-2-methylpropanoyI]-3H-spiro[2-benzofuran-1,3'-
pyrrolidin] -3-one
The title compound was prepared using a procedure that was analogous to that described for
the synthesis of example 61. LCMS: (M+H)+ = 370.7/372.7.


Methyl 4-(4-{1,1-dimethyl-2-oxo-2-[(LR)-3-oxo-l'H,3H-spiro[2-benzofuran-1,3,-pyrroIidin]-1'-
yl]ethyl}phenyl)piperazine-1-carboxylate
Step 1. 2-{4-[4-(tert-butoxycarbonyl)piperazin-1-yl]phenyl}~2-methylpropanoic acid
A mixture of 2-(4-chlorophenyl)-2-methylpropanoic acid (199 mg, 0.00100 mol), tert-butyl
piperazine-1-carboxylate (224 mg, 0.00120 mol), sodium tert-butoxide (231 nig,, 0.00240 mol),
palladium acetate (6.74 mg, 0.0000300 mol), and 2-(di-tert-butylpbosphino)biphenyl (8.95 mg,
0.0000300 mol) in 1,4-dioxane (5.00 mL, 0.0641 mol) was heated at 110 °C and stirred for 16.h.
After cooling to rt, the reaction mixture was poured into ice-water and the pH was adjusted to pH ~3.
The product was extracted with ethyl acetate (3x5 mL) and the combined organic phases were
washed with brine; dried over MgSO4, filtered and concentrated in-vacuo. The residue was purified
by flash chromatography to afford the desired product.
Step 2, tert-butyl 4-(4-{1, 1-dimethyl-2-oxo-2-[(1R)-3-oxo-1 'H, 3H-spiro[2-benzofuran-1, 3 -
pyrrolidin]-1'-yl]ethyl}phenyl)piperazine-1-carboxylate
4-Methylmorpholine (5.0E2 uL, 0.0046 mol) was added to a mixture of 2-{4-[4-(tert-
butoxycarbonyl)piperazin-1-yl]phenyl}-2-methylpropanoic acid (400 mg, 0.001 mol); [(lR,4S)-7,7-
dimethyl-2-oxobicyclo[2.2.1]hept-1-yl]methanesulfonic acid-(1R)-3H-spiro[2-benzofuran-1,3'-
pyrrolidin]-3-one (1:1) (720 mg, 0.0017 mol), benzotriazol-1-yloxytris(dimethylamino)phosphonium
hexafiuorophosphate (610 mg, 0.0014 mol) in methylene chloride (4.0 mL, 0.062 mol). The reaction
mixture was stirred at rt for 2 h and then purified directly by prep-LCMS to afford the desired
product. LCMS: (M+H)+ = 520.3.
Step 3. (1R)-1 L[2-methyl-2-(4-piperazin-1-ylphenyl)proparioyl]~3H-spiro[2-benzofuran-1,3'-
pyrrolidinJ-3-one
4.0 M HC1 in dioxane (4.0M) was added to tert-butyl 4-(4-{1,1-dimethyl-2-oxo-2-[(1R)-3-
oxo-lH,3H-spiro[2-benzofuran-1,3'-pyrrolidin]-1-yl]ethyl}phenyl)piperazine-1-carboxylate(320mg,
0.00062 mol). After stirring the reaction mixture at rt for 30 min., the volatiles were removed in-
vacuo and the crude residue was used in the following step without further purification.
Step 4. methyl 4-(4-{lJ-dimethyl-2-oxo-2-[(1R)-3-oxo~rH,3H-spiro[2-benzofuran-1,3'-pyrrolidm]-
1 '-yl]ethyl}phenyl)piperazine-1-carboxylate
Methyl chloroformate (8.3 uL, 0.00011 mol) was added to a mixture of (1R)-1'-[2-methyl-2-
(4-piperazin-1-ylphenyl)propanoyl]-3H-spiro[2-benzofuran-1,3'-pyrrolidin]-3-one (18 mg, 0.000043
mol) and 4-methylmorpholine (19 uL, 0.00017 mol) hi acetonitrile (1.0 mL, 0.019 mol) and the
resulting solution was stirred at room temperature for 30 minutes. The crude product was purified by
prep-LCMS. LCMS: (M+H)+ = 478.2.
Example 64


Propyl 4-(4-{1,1-dimethyI-2-oxo-2-[(1R)-3-oxo-l'H,3H-spiro[2-benzofraran-1,3'-pyrrolidin]-1'-
yI]ethyl}phenyI)piperazine-1-carboxylate
This compound was prepared by using a procedure that was analogous to that described for
the synthesis of example 63. LCMS: (M+H)+ = 506.3.

Isobutyl 4-(4-{1,1-dimethyI-2-oxo-2-[(1R)-3-oxo-l'H,3H-spiro[2-benzofuran-1,3'-pyrrolidin]-1'-
yl] ethyl} phenyl) piperazine- 1-carboxylate
This compound was prepared by using a procedure that was analogous to that described for
the synthesis of example 63. LCMS: (M+H)+ = 520.3.

Isopropyl 4-(4-{1,1-dimethyl-2-oxo-2-[(1R)-3-oxo-l'H,3H-spiro[2-benzofuran-1,3'-pyrroIidin]-
l'-yl]ethyl}phenyl)piperazine-1-carboxyIate
This compound was prepared by using a procedure that was analogous to that described for
the synthesis of example 63. LCMS: (M+H)+ = 506.3.
Example 67


Ethyl 4-(4-{1,1-dimethyl-2-oxo-2-[(1R)-3-oxo-1'H,3H-spiro[2-benzofuran-1,3'-pyr^oIidill]-1,-
yl]ethyI}phenyl)piperazine-1-carboxyIate
This compound was prepared by using a procedure that was analogous to that described for
the synthesis of example 63. LCMS: (M+H)+ = 492.3.

(1R)-1'-(2-MethyI-2-{4-[4-(methylsuIfonyl)piperazin-1-yl]phenyI}propanoyl)-3H-spiro[2-
benz;ofuran-1,3'-pyrrolidin]-3-one
This compound was prepared by using a procedure that was analogous to that described for
the synthesis of example 63. LCMS: (M+H)+ = 498.2.

(1R)-1'-(2-{4-[4-(Ethylsulfonyl)piperazin-1-yl]phenyI}-2-methylpropanoyl)-3H-spiro[2-
benzofuran-1,3'-pyrroIidin]-3-one
This compound was prepared by using a procedure that was analogous to that described for
the synthesis of example 63. LCMS: (M+H)+ = 512.2.
Example 70


(1R)-1'-(2-{4-[4-(Butylsulfonyl)piperazin-1-yI]phenyl}-2-methylpropanoyl)-3H-spiro[2-
benzofuran-1,3'-pyrrolidin]-3-one
This compound was prepared by using a procedure that was analogous to that described for
the synthesis of example 63. LCMS: (M+H)+ = 540.3.

(1R)-1'-[2-MethyI-2-(4-{4-[(trifluoromethyl)sulfonyI]piperazin-1-yl}phenyl)propanoyI]-3H-
spiro[2-benzofuran-1,3'-pyrrolidin]-3-one
This compound was prepared by using a procedure that was analogous to that described for
the synthesis of example 63. LCMS: (M+H)+= 552.2.

(1R)-1'-{2-[4-(4-Acetylpiperazin-1-yl)phenyl]-2-methyIpropanoyl}-3H-spiro[2-benzofuran-1,3'-
pyrrolidin]-3-one
This compound was prepared by using a procedure that was analogous to that described for
the synthesis of example 63. LCMS: (M+H)+ = 462.2.
Example 73


(1R)-1'-{2-MethyI-2-[4-(4-propionyIpiperazin-1-yl)phenyl]propanoyl}-3H-spiro[2-benzofuran-
1,3'-pyrroIidin]-3-one
This compound was prepared by using a procedure that was analogous to that described for
the synthesis of example 63. LCMS: (M+H)+ = 476.3.
Example 74
(1R)-1'-(2-{4-[4-(CyclopropyIcarbonyl)piperazin-1-yl]phenyl}-2-methyIpropanoyl)-3H-spiro[2-
benzofuran-1,3'-pyrrolidm]-3-one
This compound was prepared by using a procedure that was analogous to that described for
the synthesis of example 63. LCMS: (M+H)+ = 488.3.
Example75
(1R)-1'-{2-[4-(4-IsobutyryIpiperazin-1-yl)phenyI]-2-methyIpropanoyl}-3H-spiro[2-benzofuran-
1,3'-pyrrolidin]-3-one
This compound was prepared by using a procedure that was analogous to that described for
the synthesis of example 63. LCMS: (M+H)+ = 490.3.
Example 76


(1R)-1'-{2-MethyI-2-[4-(2-oxopyrroIidin-1-yl)phenyI]propanoyI}-3H-spiro[2-benzofuran-1,3'-
pyrroIidin]-3-one
Step 1. (1R)-1'-[2-(4-bromophenyl)'2-methylpropanoyl]-3H-spiro[2-ben2ofuran-1,3'-pyrrolidin]-3-
one
This compound was prepared by using a procedure that was analogous to that described for
the synthesis of example 61. LCMS: (M+H)+ = 415.1.
Step 2. (1R)-1 '-{2-Methyl~2-[4-(2-oxopyrrolidin-1-yl)phenyl]propanoyl}-3H-spiro[2-benzofuran-l, 3 -
pyrroliciin]-3-one
A stirred mixture of (1R)-1-[2-(4-bromophenyl)-2-methylpropanoyl]-3H-spiro[2-benzofuran-1,3'-
pyrrolidin]-3-one (600.0 mg, 0.001448 mol), copper(I) iodide (28 mg, 0.00014 mol), potassium
carbonate (0.500 g, 0.00362 mol), 2-pyrrolidinone (167 uL, 0.00217 mol) and (1S,2S)-N,N'-
dimethylcyclohexane-1,2-diamine (47 uL, 0.00029 mol) in anhydrous diglyme (7.0 mL, 0.049 mol)
was heated at 180 °C by microwave irradiation for 1 h. The reaction mixture was filtered and the
filtrate was purified by prep-HPLC to give the product as a colorless solid (581.6 mg, 96% yield).
(M+H) = 419.2.

(1R)-1'-[3-(4-Chlorophenyl)-2,2-dimethylpropanoyl]-3H-spiro[2-benzofuran-1,3'-pyrroIidin]-3-
one
This compound was prepared by using a procedure that was analogous to that described for
the synthesis of example 61. LCMS: (M+H)+ = 384.6/386.6.

1'-[2-(4-Chlorophenyl)-2-methylpropanoyl]-3H-spiro[furo[3,4-c]pyridine-1,3'-pyrrolidin]-3-one
This compound was prepared by using a procedure that was analogous to that described for
the synthesis of example 1 starting from 2-(4-chlorophenyl)-2-methylpropanoic acid and 3H-

spiro[furo[3,4-c]pyridine-1,3'-pyrrolidin]-3-one, which was prepared by using a procedure that was
analogous to that described for the synthesis of example 43, steps 1-2. LCMS: (M+H)+ =
371.6/373.6.

l'-[2-(4-ChlorophenyI)-2-methylpropanoyI]-7H-spiro[furo[3,4-b]pyridine-5,3'-pyrrolidin]-7-one
Step 1. l-[2-(4-chlorophenyl)-2-methylpropanoyl]pyivolidin-3-ol
This compound was prepared by using a procedure that was analogous to that described for
the synthesis of example 1. LCMS: (M+H)+ = 268.5.
Step 2. 1 -[2-(4-chlorophenyl)-2-methylpropanoyl]pyrrolidin-3-one
To a solution of l-[2-(4-chlorophenyl)-2-methylpropanoyl]pyrrolidin-3-ol (2.72 g, 0.0102 mol) in
acetone (50 mL, 0.7 mol) was added 8.00 M of Jone's oxidant in water (2.54 mL) at 0 °C. After
stirring at rt for 1 h, the reaction mixture was fdtered through celite and the filtrate was concentrated
.in-vacuo. The resulting residue was dissolved in AcOEt, washed with water and brine, dried with
MgSO4, and concentrated in-vacuo. The crude product was purified by CombiFlash, eluting with
40% AcOEt in hexanes. LCMS: (M+H)+ = 266.5.
Step 3. l-[2-(4~chlorophenyl)-2-methylpjvpanoyl]-7H-spiro[furo[3,4-b]pyridme-5,3'-pyrroHdm]-7-
. one
To a solution of piperidine, 2,2,6,6-tetramethyl- (1.42 mL, 0.00840 mol) in tetrahydrofuran
(30 mL, 0.4 mol) at -75 °C was added 2.5 M of n-butyllithium in hexane (4.5 mL). After stirring for
15 min., a suspension of 2-pyridinecarboxylic acid (0.345 g, 0.00280 mol) in THF was added.
Stirring was continued at -75 °C for 10 min. and then at 0 °C for 30 min. A solution of l-[2-(4-
chlorophenyl)-2-methylpropanoyl]pyrrolidin-3-one (620 mg, 0.0023 mol) in THF (2mL) was added to
the above mixture and stirring was continued at 0 °C for 3 h. The reaction mixture was acidified to
pH ~1 using concentrated HC1 aq. solution and stirred at rt overnight. The solution was neutralized to
pH ~7 using solid NaHC03 and extracted with AcOEt. The combined organic phases were washed
with brine, dried with MgSO4, and concentrated in-vacuo. The crude product was purified by
CombiFlash eluting with EtOAc/hexanes and the enantiomers were separated using a chiral HPLC
column. LCMS: (M+H)+ = 371.6.
Example 80


tert-Butyl3-(4-chlorophenyl)-4-[3-(3-chlorophenyI)pyrrolidin-1-ylj-3-iiaethyl-4-oxobutanoate
Step 1. methyl 2-(4-chlorophenyl)propanoate
To a solution of methyl (4-chlorophenyl)acetate (5.00 g, 0.0271 mol): in tetrahydrofuran (30
mL, 0.4 mol) at -78 °C was added 1.00 M of sodium bis(trimethylsilyl)amide;in tetrahydrofuran (35.2
mL) dropwise. The mixture was stirred at -78 °C for 1 h prior to the addition of methyl iodide (2.53
mL, 0.0406 mol). After stirring at -78 °C for 2 h, the reaction was quenched by the addition of
saturated ammonium chloride. The product was extracted with AcOEt and the combined organic
phases were washed with water, brine, dried with MgSO4, and concentrated in-vacuo to afford the
desired product.
Step 2. 4-tert-butyl 1-methyl 2-(4-chlorophenyl)~2-methylsuccinate
To a -78 °C solution of methyl 2-(4-chlorophenyl)propanoate (1.00 g, 0.00503 mol) in
tetrahydrofuran (7.0 mL, 0.086 mol) was added 1.0 M of lithium hexamethyldisilazide inhexane (6.0
mL). After stirring at -78 °C for 30 min., 1,1-dimethylethyl bromoacetate (0.892 mL, 0.00604 mol)
was added. After stirring for 1 h, the reaction mixture was allowed to gradually warm to rt and stirred
at rt for 2 h. The reaction was quenched with IN HC1 and the product was extracted with ethyl
acetate. The extract was washed with water (x2), brine; dried over Na2SO4 and concentrated in-vauo.
The resulting residue was purified by CombiFlash, eluting with EtOAc/hexanes, to afford 0.73 g of
the desired product. !H NMR confirmed the formation of the desired product.
Step 3. 4-tert-butoxy-2-(4-chlorophenyl)-2-methyl-4-oxobutanoic acid
A mixture of 4-tert-butyl 1-methyl 2-(4-chlorophenyl)-2-methylsuccinate (0.730 g, 0.00233
mol), lithium hydroxide, monohydrate (0.643 g), tetrahydrofuran (7.0 mL, 0.086 mol), and water (2.0
mL, 0.11 mol) was stirred at 40 °C for 16 hours. The volatiles were removed in-vacuo to afford 673
mg of the desired product, which was used in the subsequent step without further purification.
Step 4. tert-butyl 3-(4-chlorophenyl)-4-[3-(3-chlorophenyl)pyrrolidin-1-yl]-3-methyl-4-oxobutanoate
This compound was prepared by using a procedure that was analogous to that described for
the synthesis of example 1. LCMS: m/z 406.O(M-t-Bu)+. 484.0 (M+Na)+.
Example 81


3-(4-Chlorophenyl)-4-[3-(3-chlorophenyl)pyrroIidin-1-yl]-3-methyl-4-oxobutanoicacid
A mixture of tert-butyl 3-(4-chlorophenyl)-4-[3-(3-chlorophenyl)pyrrblidin-1-yl]-3-methyl-4-
oxobutanoate (0.100 g, 0.000216 mol, prepared as example 66) in trifluoroacetic acid (1.0 mL, 0.013
mol) and methylene chloride (10 mL, 0.2 mol) was stirred at rt for 2 hours. The volatiles were
removed in-vacuo to yield 70 mg of the desired product. LGMS: (M+H)+ = 407.1.

3-(4-ChIorophenyI)-4-[3-(3-chIorophenyl)pyrrolidin-1-yl]-N,N,3-trimethyl-4-oxobutanamide
A mixture of 3-(4-chlorophenyl)-4-[3-(3-chlorophenyl)pyrrolidin-1-yl]-3-methyl-4-
oxobutanoic acid (18.7 mg, 0.0000460 mol, prepared as example 67), 2.0 M of dimethylamkte in
tetrahydrofuran (28 uL), benzotriazol-1-yloxytris(dimethylarnino) phosphonium hexafluorophosphate
(21.4 mg, 0.0000483 mol), and JV.AT-diisopropylethylamine (12.0 uL, 0.0000690 mol) in
tetrahydrofuran (250 uL, 0.0031 mol) was stirred at rt for 2 hours. The crude reaction mixture was
purified by prep-HPLC to afford 5 mg of the desired product. LCMS: m/z 433.0; 435.0.

(liJ)-1'-(2-MethyI-2-phenoxypropanoyl)-3H-spiro[2-benzofuran-1,3'-pyrroIidin]-3-one
Step 1. ethyl 2-methyl-2-phenoxypropanoate
Phenol was dissolved in anhydrous acetone and treated with potassium carbonate. After
stirring at rt for 30 min., the reaction was refluxed for 36 h. The reaction mixture was poured into
water and extracted with DCM. The combined organic layers were dried over MgSO4, filtered, and
concentrated in-vacuo. The crude product was purified by flash column chromatography, eluting with
EtOAc/hexanes, to afford the desired product. JH NMR confirmed that the product was formed.
Step 2. 2-methyl-2-phenoxypropanoic acid

A solution of the above ethyl ester in THF/MeOH was treated with LiOH dissolved in H20.
The reaction mixture was stirred at rt overnight. The volatiles were removed and the remaining
aqueous solution was acidified with 1N HC1 to pH 2. Following extraction with EtOAc, the organic
phase was dried over MgSO4, filtered and concentrated to provide the desired acid as a yellow solid
(665 mg). The product was confirmed by 1HNMR.
Step 3. (1R)-1-(2-Methyl-2-phenoxypropanoyl)-3H-spiro[2-benzofuran-1,3'-pyrrolidinJ-3~one
The title compound was prepared using a procedure that was analogous to that described for
the synthesis of example 61, steps 1 and 2. LCMS: (M+H)+ = 352.2.

(lJ?)-1'-[2-(4-Chlorophenoxy)-2-methylpropanoyl]-3H-spiro[2-benzofuraii-1,3'-pyrrolidiii]-3-
one
The title compound was prepared using a procedure that was analogous to that described for
the synthesis of example 83, steps 1-3. LCMS: (M+H)+ = 386.6/388.6.

(1R)-1'-[2-(3,4-Dichlorophenoxy)-2-methylpropanoyl]-3H-spiro[2-benzofuran-1,3'-pyrrolidin]-
3-one
The title compound was prepared using a procedure that was analogous to that described for
the synthesis of example 83, steps 1-3. LCMS: (M+H)+ = 421.1/423.1.

(l^-1'-^-tZ^-DichlorophenoxyJ-Z-methylpropanoyll-SH-spiro^-benzofuran-l^'-pyrroIidin]-
3-one

The title compound was prepared using a procedure that was analogous to that described for
the synthesis of example 83, steps 1-3. LCMS: (M+H)+ = 421.1/423.1.

(lJR)-1-{2-[4-Chloro-3-(trifluoromethyl)phenoxy]-2-methylpropanoyI}-3H-spiro[2-benzofuran-
1,3'-pyrrolidin]-3-one
The title compound was prepared using a procedure that was analogous to that described for
the synthesis of example 83, steps 1-3. LCMS: (M+H)+ = 454.6/456.6.

(1R)-1'-[2-(4-Chloro-3-fluorophenoxy)-2-methyIpropanoyl]-3H-spiro[2-benzofuran-1,3'-
pyrrolidin]-3-one
The title compound was prepared using a procedure that was analogous to that described for
the synthesis of example 83, steps 1-3. LCMS: (M+H)+= 404.6/406.6.

(12?)-1'-[2-(4-Chloro-2-methylphenoxy)-2-methylpropanoyl]-3H-spiro[2-benzofuran-1,3'-
pyrrolidin]-3-one
The title compound was prepared using a procedure that was analogous to that described for
the synthesis of example 83, steps 1-3. LCMS: (M+H)+ = 400.6/402.6


(LR)-1'-{2-Methyl-2-[4-(trifluoromethyl)phenoxy]propanoyl}-3H-spiro[2-benzofuran-1,3'-
pyrroIidin]-3-one
The title compound was prepared using a procedure that was analogous to that described for
the synthesis of example 83, steps 1-3. LCMS: (M+H)+ = 420.1

l'-[2-methyI-2-(4-pyridin-2-ylphenoxy)propanoyl]-3H-spiro[2-benzofuran-1,3'-pyrrolidin]-3-
one
The title compound was prepared using a procedure that was analogous to that described for
the synthesis of example 1 starting from 3H-spiro[2-benzofuran-1,3'-pyrrolidin]-3-one hydrochloride,
which was prepared as example 29, steps 1-2, and 2-methyl-2-(4-pyridm-2-ylphenoxy)propanoic acid,
which was prepared by using a procedure that was analogous to that described for the synthesis of
example 83, steps 1-2. LCMS: (M+H)+ = 429.2

4-[1,1-DimethyI-2-oxo-2-(3-oxo-l'H,3H-spiro[2-benzofu^an-1,3,-pyrrolidin]-l,-
yl)ethoxy] benzonitrile
The title compound was prepared using a procedure that was analogous to that described for
the synthesis of example 91. LCMS: (M+H)+ = 377.1.

{4-[1,1-Dimethyl-2-oxo-2-(3-oxo-l*H,3H-spiro[2-benzofuran-1,3!-pyrrolidin]-1'-
yl)ethoxy] phenyl} acetonitrile

The title compound was prepared using a procedure that was analogous to that described for
the synthesis of example 91.

{4-[1,1-Dimethyl-2-oxo-2-(l'H,3H-spiro[2-benzofuran-1,3'-pyrrolidin]-1'-
yl)ethoxy] phenyljacetonitrile
The title compound was prepared using a procedure that was analogous to that described for
the synthesis of example 91. LCMS: (M+H)+ = 377.2.

l'-{2-[(4'-Fluorobiphenyl-4-yl)oxy]-2-methylpropanoyl}-3H-spiro[2-benzofuran-1,3'-
pyrrolidin]-3-one
The title compound was prepared using a procedure that was analogous to that described for
the synthesis of example 91. LCMS: (M+H)+ = 446.2.

tert-Butyl4-(4-{1,1-dimethyl-2-oxo-2-[(1R)-3-oxo-l'H,3H-spiro[2-benzofuran-1,3'-pyrrolidin]-
l'-yl]ethoxy}phenyl)piperazine-1-carboxylate
The title compound was prepared using a Hartwig coupling procedure that was analogous to
that described for the synthesis of example 63, step 1 starting from /er/-butyl piperazine-1-carboxylate
and (lS)-1-[2-(4-chlorophenoxy)-2-methylpropanoyl]-3H-spiro[2-benzofuran-1,3'-pyrrolidin]-3-one,
which was prepared as example 84. LCMS: (M+H)+ = 536.4.


(1R)-1'-[2-MethyI-2-(4-piperazin-1-ylphenoxy)propanoyI]-3H-spiro[2-benzofuran-1,3'-
pyrroiidin]-3-one hydrochloride
The title compound was prepared using a procedure that was analogous to that described for
the synthesis of example 63, step 3, starting from /er/-butyl 4-(4-{1,1-dimethyl-2-oxo-2-[(1R)-3-oxo-
rH,3H-spiro[2-benzofuran-1,3'-pyrrolidin]-1'-yl]ethoxy}phenyl)piperazine-1-carboxylate (prepared
as example 96). LCMS: (M+H)+ = 436.2.

Methyl 4-(4-{1,1-dimethyl-2-oxo-2-[(lJR)-3-oxo-l'H,3H-spiro[2-benzofuran-1,3'-
pyrrolidin]-1-yl]ethoxy}phenyl)piperazine-1-carboxylate
The title compound was prepared using a procedure that was analogous to that described for
the synthesis of example 63, step 4, starting from (1R)-1'-[2-Methyl-2-(4-piperazin-1-
ylphenoxy)propanoyl]-3H-spiro[2-benzofuran-1,3'-pyrrolidin]-3-one hydrochloride (prepared as
example 97). LCMS: (M+H)+ = 494.2.

l'-[2-(4-Chlorophenoxy)-2-methylpropanoyl]-3H-spiro[furo[3,4-c]pyridine-1,3'-pyrrolidin]-3-
one
The title compound was prepared using a procedure that was analogous to that described for
the synthesis of example 91. LCMS: (M+H)+ = 387.5/389.5.


l'-[2-(4-Chlorophenoxy)-2-methyIpropanoyI]-7-fluoro-3H-spiro[furo[3,4-c]pyridine-1,3'-
pyrrolidin]-3-one
The title compound was prepared using a procedure that was analogous to that described for
the synthesis of example 91. LCMS: (M+H)+ = 405.7/407.7.

l-[2-(4-ChIorophenoxy)-2-methyIpropanoyI]-3~phenyIpiperazine
The title compound was prepared using a procedure that was analogous to that described for
the synthesis of example 83. LCMS: (M+H)+ = 359.7/361.7.

l'-{2-[(4'-FIuorobiphenyl-4-yl)ox.y]-2-methylpropanoyl}-3H-spi^o[2-benzofuran-1,3,-
pyrirolidine]
The title compound was prepared using a procedure that was analogous to that described for
the synthesis of example 91. LCMS: (M+H)+ = 432.2.


5-(4-{1,1-Dimethyl-2-oxo-2-[(1R)-3-oxo-l'H,3H-spiro[2-benzofuran-1,3'-pyrrolidm]-1'-
ylj ethyl} phenyl)-N-methylpyridine-2-carboxamide
Step 1. (1R)-1'-{2-methyl-2-[4-(4J,5,5-tetramethyl-1,3,2~dioxaborolan-2-yl)phenyl]propanoyl}-3H-
spiro[2-benzofuran-l, 3 '-pyrrolidin]-3-one
A. stirred mixture of (1R)-1-[2-(4-bromophenyl)-2-methylpropanoyl]-3H-spiro[2-benzofuran-1,3'-
pyrrolidin]-3-one (1.000 g, 0.002414 mol, prepared by using a procedure that was analogous to that
described for the synthesis of example 62), 4,4,5,5,4,,4',5',5'-octamethyl-
[2,2']bi[[1,3,2]dioxaborolanyl] (688 mg, 0.00266 mol), potassium acetate (718 mg, 0.00724 mol) and
[l,r-bis(diphenylphosphino)ferrocene] dichloropalladium(II),complex with dichloromethane (1:1)
(99.6 mg, 0.000121 mol) in anhydrous 1,4-dioxane (10.0 mL, 0.128 mol) was heated at 120 °C via
microwave for 1 h. The reaction mixture was filtered through a pad of Celite and concentrated in-
vacuo to give the crude product as a solid (1.387 g, 80% pure, 100% in yield). LCMS: (M+H)+ =
462.2.
Step 2. 5-(4'{lJ-dimethyl-2-oxo-2-[(1R)-3-oxo-l'H>3H-spiro[2-benzofuran-1,3'-pyrrolidin]-V-
ylJethyl}phenyl)-N-methylpyridine-2-carboxamide
A stirred mixture of (1R)-1-{2-methyl-2-[4-(4,4,5,5-tetramethyl-1,3,2-dioxaborolan-2-
yl)phenyl]propanoyl}-3H-spiro[2-benzofuran-1,3'-pyrrolidin]-3-one (750.0 mg, 0.001300 mol), 5-
bromo-N-methylpyridine-2-carboxamide (559 mg, 0.00260 mol), [1,1'-
bis(diphenylphosphino)ferrocene]dichloropalladium(II),complex with dichloromethane (1:1) (64 mg,
0.000078 mol) and potassium carbonate (539 mg, 0.00390 mol) in anhydrous N,N-
dimethylformamide (3.0 mL, 0.039 mol) and 1,4-dioxane (3.5 mL, 0.045 mol) was heated at 150 °C
(oil bath) for 15 h. The reaction mixture was filtered and purified by prep-HPLC to give the product
as a solid (237.9 mg, 39% in yield for 2 steps). LCMS: (M+H)+ = 470.2.

5-(4-{1,1-Dimethyl-2-oxo-2-[(1R)-3-oxo-l'H,3H-spiro[2-benzofuran-1,3'-pyrroHdin]-1'-
yl]ethyl}phenyl)-N,N-dimethylpyridine-2-carboxamide
This compound was prepared by using a procedure that was analogous to that described for
the synthesis of example 103. LCMS: (M+H)+ = 484.2.
Example 105


5-(4-{1,1-Dimethyl-2-oxo-2-[(1R)-3-oxo-l'H,3H-spiro[2-benzofuran-1,3'-pyrroIidin]-1'-
yl]ethyl}-3-fluorophenyI)-N,N-dimethyIpyridine-2-carboxamide
This compound was prepared by using a procedure that was analogous to that described for
the synthesis of example 103.

S-C^fl^-Dimethyl-1-oxo-1-Kl^-S-oxo-l'H^H-spiroll-benzofuran-l^'-pyrroIidinl-1'-ylJethyl}-
3-fluorophenyI)-N-methylpyridine-2-carboxamide
This compound was prepared by using a procedure that was analogous to that described for
the synthesis of example 103. LCMS: (M+H)+ = 488.3.

5-(4-{1,1-DimethyI-2-oxo-2-[(1R)-3-oxo-l'H,3H-spiro[2-benzofuran-1,3'-pyrrolidin]-1'-yl]ethyI}-
3-fluorophenyl)-N,N-diethylpyridine-2-carboxamide
This compound was prepared by using a procedure that was analogous to that described for
the synthesis of example 103. LCMS: (M+H)+ = 530.1.
Example 108


5-(4-{1,1-DimethyI-2-oxo-2-[(1R)-3-oxo.l'H,3H-spiro[furo[3,4-c]pyridine-1,3'-pyrrolidm]-1'-
yl]ethyl}-3-fluorophenyl)-N-methylpyridine-2-carboxamide
This compound was prepared by using a procedure that was analogous to that described for
the synthesis of example 103. LCMS: (M+H)+ = 489.1.

5-(4-{1,1-DimethyI-2-oxo-2-[(1R)-3-oxo-l'H,3H-spiro[furo[3,4-c]pyridine-1,3'-pyrroIidin]-1'-
yI]ethyl}-3-fluorophenyl)-N,N-dimethyIpyridine-2-carboxamide
This compound was prepared by using a procedure that was analogous to that described for
the synthesis of example 103. LCMS: (M+H)+ = 503.2.

5-(4-{l,i-Dimethyl-2-oxo-2-[(1R)-3-oxo-l'H,3H-spiro[furo[3,4-c]pyridine-1,3'-pyrrolidin]-1'-
yI]ethyl}-3-fluorophenyI)-N,N-diethylpyridine-2-carll>oxamide
This compound was prepared by using a procedure that was analogous to that described for
the synthesis of example 103. LCMS: (M+H)+ = 531.1.
Example A
Enzymatic assay of 11βHSD1
All in vitro assays were performed with clarified lysates as the source of 11βHSD1 activity.
HEK-293 transient transfectants expressing an epitope-tagged version of full-length human 11J3HSD1

were harvested by centrifugation. Roughly 2 x 107 cells were resuspended in 40 mL of lysis buffer
(25 roM Tris-HCl, pH 7.5, 0.1M NaCl, 1 mM MgCl2 and 250mM sucrose) and lysed in a
microfluidizer. Lysates were clarified by centrifugation and the supernatants were aliquoted and
frozen.
Inhibition of 11βHSD1 by test compounds was assessed in vitro by a Scintillation Proximity
Assay (SPA). Dry test compounds were dissolved at 5 mM in DMSO. These were diluted in DMSO
to suitable concentrations for the SPA assay. 0.8 uL of 2-fold serial dilutions of compounds were
dotted on 384 well plates in DMSO such that 3 logs of compound concentration were covered. 20 uL
of clarified lysate was added to each well. Reactions were initiated by addition of 20 uL of substrate-
cofactor mix in assay buffer (25 mM Tris-HCl, pH 7.5, 0.1M NaCl, 1 mM MgCl2) to final
concentrations of 400 pM NADPH, 25 nM 3H-cortisone and 0.007% Triton X-100. Plates were
incubated at 37 °C for one hour. Reactions were quenched by addition of 40 uL of anti-mouse coated
SPA beads that had been pre-incubated with 10 ixM carbenoxolone and a cortisol-specific monoclonal
antibody. Quenched plates were incubated for a minimum of 30 minutes at RT prior to reading on a
Topcount scintillation counter. Controls with no lysate, inhibited lysate, and with no mAb were run
routinely. Roughly 30% of input cortisone is reduced by 11βHSD1 in the uninhibited reaction under
these conditions.
Test compounds having an IC50 value less than about 20 uM according to this assay were
considered active.
Example B
Cell-based assays for HSD activity
Peripheral blood mononuclear cells (PBMCs) were isolated from normal human volunteers
by Ficoll density centrifugation. Cells were plated at 4x105 cells/well in 200 uL of AIM V (Gibco-
BRL) media in 96 well plates. The cells were stimulated overnight with 50 ng/mL recombinant
human IL-4 (R&D Systems). The following morning, 200 nM cortisone (Sigma) was added in the
presence or absence of various concentrations of compound. The cells were incubated for 48 hours
and then supernatants were harvested. Conversion of cortisone to Cortisol was determined by a
commercially available ELISA (Assay Design).
Test compounds having an IC50 value less than about 20 pM according to this assay were
considered active.
Example C
Cellular assay to evaluate MR antagonism
Assays for MR antagonism can be performed essentially as described (Jausons-Loffreda et al.
J Biolumin and Chemilumin, 1994, 9: 217-221). Briefly, HEK293/MSR cells (Invitrogen Corp.) are

co-transfected with three plasmids: 1) one designed to express a fusion protein of the GAL4 DNA
binding domain and the mineralocorticoid receptor ligand binding domain, 2) one containing the
GAL4 upstream activation sequence positioned upstream of a firefly luciferase reporter gene (pFR-
LUC, Stratagene, Inc.), and 3) one containing the Renilla luciferase reporter gene cloned downstream
of a thymidine kinase promoter (Promega). Transfections are performed using the FuGENE6 reagent
(Roche). Transfected cells are typically ready for use in subsequent assays 24 hours post-transfection.
In order to evaluate a compound's ability to antagonize the MR, test compounds are diluted in
cell culture medium (E-MEM, 10% charcoal-stripped FBS, 2 mM L-glutamine) supplemented with 1
nM aldosterone and applied to the transfected cells for 16-18 hours. After the incubation of the cells
with the test compound and aldosterone, the activity of firefly luciferase (indicative of MR agonism
by aldosterone) and Renilla luciferase (normalization control) are determined using the Dual-Glo
Luciferae Assay System (Promega). Antagonism of the mineralocorticoid receptor is determined by
monitoring the ability of a test compound to attenuate the aldosterone-induced firefly luciferase
activity.
Compounds having an IC50 of 100 uM or less are considered active.
Various modifications of the invention, in addition to those described herein, will be apparent
to those skilled in the art from the foregoing description. Such modifications are also intended to fall
within the scope of the appended claims. Each reference, including all patent, patent applications, and
publications, cited in the present application is incorporated herein by reference in its entirety.

WE CLAIM :
1. A compound of Formula IIIa or IIIb:

or a pharmaceutically acceptable salt thereof, wherein:
Cy is aryl or heteroaryl, each optionally substituted by 1, 2, 3, 4 or 5 -W-X-Y-Z;
L is absent, (CR13R14)m, (CR13R14)nO(CR13R14)P, (CRI3RI4)nS(CR13R14)P,
(CR13R14)nSO2(CR13R14)p, (CR13R14)nSO(CR13R14)p, (CR13R14)nCO(CR13R14)p, or
(CR13R14)nNR15(CR13R14)p;
R1 and R2 are each, independently, C1-6 alkyl optionally substituted by halo,
C(O)ORa or C(O)NRcRd;
R3, R4, R5, R6, R9, R10, R11, and R12 are each, independently, H or -W'-X'-Y'-Z';
R13 and R14 are each, independently, H, halo, C1-4 alkyl, C1-4 haloalkyl, aryl,
cycloalkyl, heteroaryl, heterocycloalkyl, CN, NO2, ORa, SRa', C(O)Rb', C(O)NRc'Rd',
C(O)ORa', OC(O)Rb, OC(O)NRc'Rd', NRc'Rd', NRcC(O)Rd', NRc'C(O)ORa', S(O)Rb',
S(O)NRc'Rd', S(O)2Rb', or S(O)2NRc,Rd';

R15 is H, C1-4 alkyl, C1-4 haloalkyl, aryl, cycloalkyl, heteroaryl, heterocycloalkyl,
OH, C(O)Rb', C(O)NRc'Rd', C(O)ORa', S(O)Rb', S(O)NRc'Rd', S(O)2Rb', or S(O)2NRc'Rd';
ring B is a fused 5 or 6-membered aryl or fused 5 or 6-membered heteroaryl
group;
Q1 is O, S, NH, CH2, CO, CS, SO, SO2, OCH2, SCH2, NHCH2, CH2CH2, COCH2,
CONH, COO, SOCH2, SONH, SO2CH2, or SO2NH;
Q2 is O, S, NH, CH2, CO, CS, SO, SO2, OCH2, SCH2, NHCH2, CH2CH2, COCH2,
CONH, COO, SOCH2, SONH, SO2CH2, or SO2NH;
Q1A is O, S, NH, CH2, CO, CS, SO, SO2, OCH2, SCH2, NHCH2, CH2CH2, COCH2,
CONH, COO, SOCH2, SONH, SO2CH2, or SO2NH;
Q2A is O, S, CH2, CO, CS, SO, SO2, OCH2, SCH2, NHCH2, CH2CH2, COCH2,
COO, SOCH2, SONH, SO2CH2, or SO2NH;
W, W and W" are each, independently, absent, C1-6 alkylenyl, C2-6 alkenylenyl, C2.
6 alkynylenyl, O, S, NRe, CO, COO, CONRe, SO, SO2, SONRe, or NReCONRf, wherein
said C1-6alkylenyl, C2-6 alkenylenyl, C2-6 alkynylenyl are each optionally substituted by 1,
2 or 3 halo, OH, C1-4alkoxy, C1-4haloalkoxy, amino, C1-4 alkylamino or C2-8 dialkylamino;
X, X' and X" are each, independently, absent, C1-8 alkylenyl, C2-8 alkenylenyl, C2-8
alkynylenyl, aryl, cycloalkyl, heteroaryl, heterocycloalkyl, arylalkyl, cycloalkylalkyl,
heteroarylalkyl, heterocycloalkylalkyl, arylalkenyl, cycloalkylalkenyl, heteroarylalkenyl,
heterocycloalkylalkenyl, arylalkynyl, cycloalkylalkynyl, heteroarylalkynyl,
heterocycloalkylalkynyl, each of which is optionally substituted by one or more halo,
CN, NO2, OH, C1-4alkoxy, C1-4haloalkoxy, amino, C1-4 alkylamino or C2-8 dialkylamino;
Y, Y' and Y" are each, independently, absent, C1-6 alkylenyl, C2-6 alkenylenyl, C2-6
alkynylenyl, O, S, NRC, CO, COO, CONRc, SO, SO,, SONRc, or NRcCONRf, wherein
said C1-6 alkylenyl, C2-6 alkenylenyl, C2-6 alkynylenyl are each optionally substituted by 1,
2 or 3 halo, OH, C1-4 alkoxy, C1-4haloalkoxy, amino, C1-4 alkylamino or C2-8dialkylamino;
Z, Z' and Z" are each, independently, H, halo, CN, NO2, OH, C1-4 alkoxy, C1-4
haloalkoxy, amino, C1-4 alkylamino or C2-8 dialkylamino, C1-6 alkyl, C2-6 alkenyl, C2-6
alkynyl, aryl, cycloalkyl, heteroaryl or heterocycloalkyl, wherein said C1-6 alkyl, C2-6

alkenyl, C2-6 alkynyl, aryl, cycloalkyl, heteroaryl or heterocycloalkyl is optionally
substituted by 1, 2 or 3 halo, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-4 haloalkyl, aryl,
cycloalkyl, heteroaryl, heterocycloalkyl, CN, NO2, ORa, SRa, C(O)R\ C(O)NRcRd,
C(O)ORa, OC(O)Rb, OC(O)NRcRd, NRcRd, NRcC(O)Rd, NRcC(O)ORa
NRcC(=NCN)NRd, S(O)Rb, S(O)NRcRd, S(O)2Rb, or S(O)2NRcRd;
wherein -W-X-Y-Z is other than H;
wherein -W'-X'-Y'-Z' is other than H;
wherein -W"-X"-Y"-Z" is other than H;
Ra and Ra are each, independently, H, C1-6 alkyl, C1-6 haloalkyl, C2-6 alkenyl, C2-6
alkynyl, aryl, cycloalkyl, heteroaryl or heterocycloalkyl;
Rb and Rb' are each, independently, H, C1-6 alkyl, C1-6 haloalkyl, C2-6 alkenyl, C2-6
alkynyl, aryl, cycloalkyl, heteroaryl or heterocycloalkyl;
Rc and Rd are each, independently, H, C1-6 alkyl, C1-6 haloalkyl, C2-6 alkenyl, C2-6
alkynyl, aryl, cycloalkyl, arylalkyl, or cycloalkylalkyl;
or Rc and Rd together with the N atom to which they are attached form a 4-, 5-, 6-
or 7-membered heterocycloalkyl group;
Rc' and Rd' are each, independently, H, C1-6 alkyl, C1-6 haloalkyl, C2-6 alkenyl, C2-6
alkynyl, aryl, cycloalkyl, arylalkyl, or cycloalkylalkyl;
or Rc and Rd together with the N atom to which they are attached form a 4-, 5-, 6-
or 7-membered heterocycloalkyl group;
Re and Rf are each, independently, H, C1-6 alkyl, C1-6 haloalkyl, C2-6 alkenyl, C2-6
alkynyl, aryl, cycloalkyl, arylalkyl, or cycloalkylalkyl;
or Re and Rf together with the N atom to which they are attached form a 4-, 5-, 6-
or 7-membered heterocycloalkyl group;
m is 1, 2, 3 or 4;
n is O, 1, 2 or 3;
p is O, 1, 2 or 3;
q is O, 1, or 2;
r is O, 1 or 2;
s is O, 1 or 2; and
the sum of r and s is O, 1 or 2.

2. The compound as claimed in claim 1, or a pharmaceutically acceptable salt thereof,
wherein Cy is aryl optionally substituted by 1, 2, 3, 4 or 5 -W-X-Y-Z.
3. The compound as claimed in claim 1, or a pharmaceutically acceptable salt thereof,
wherein Cy is phenyl optionally substituted by 1, 2, 3, 4 or 5 -W-X-Y-Z.
4. The compound as claimed in claim 1, or a pharmaceutically acceptable salt thereof,
wherein Cy is phenyl optionally substituted by 1 or 2 halo, CN, cynanoalkyl, or pyridyl.
5. The compound as claimed in claim 1, or a pharmaceutically acceptable salt thereof,
wherein Cy is substituted.
6. The compound as claimed in claim 1, or a pharmaceutically acceptable salt thereof,
wherein L is absent.
7. The compound as claimed in claim 1, wherein L is (CR13R14)nO(CR13R14)p or
(CR13R14)nS(CR13R14).
8. The compound as claimed in claim 1, or a pharmaceutically acceptable salt thereof,
wherein L is S.
9. The compound as claimed in claim 1, or a pharmaceutically acceptable salt thereof,
wherein L is O.

10. The compound as claimed in claim 1, or a pharmaceutically acceptable salt thereof,
wherein R1 and R2 are both methyl.
11. The compound as claimed in claim 1, wherein -W-X-Y-Z is halo, cyano, C1-4cyanoalkyl,
nitro, C1-8 alkyl, C2-8 alkenyl, C1-6 haloalkyl, C1-8 alkoxy, C1-4 haloalkoxy, OH, C1-8
alkoxyalkyl, amino, C1-4 alkylamino, C2-8 dialkylamino, OC(O)NRcRd, NRcC(O)Rd,
NRcC(O)ORa, aryloxy, heteroaryloxy, arylalkyloxy, heteroarylalkyloxy,
heteroaryloxyalkyl, aryloxyalkyl, aryl, heteroaryl, cycloalkyl, heterocycloalkyl, arylalkyl,
arylalkenyl, arylalkynyl, heteroarylalkyl, heteroarylalkenyl , heteroarylalkynyl,
cycloalkylalkyl, or heterocycloalkylalkyl;
wherein each of said C1-8 alkyl, C2-8 alkenyl, C1-8 haloalkyl, C1-8 alkoxy, aryloxy,
heteroaryloxy, arylalkyloxy, heteroarylalkyloxy, heteroaryloxyalkyl, aryloxyalkyl, aryl,

heteroaryl, cycloalkyl, heterocycloalkyl, arylalkyl, arylalkenyl, arylalkynyl,
heteroarylalkyl, heteroarylalkenyl , heteroarylalkynyl, cycloalkylalkyl, or
heterocycloalkylalkyl is optionally substituted by 1, 2, or 3 halo, cyano, nitro, hydroxyl-
(C1-6 alkyl), aminoalkyl, dialkylaminoalkyl, C1-4 alkyl, C1-4 haloalkyl, C1-4 alkoxy, C1-4
haloalkoxy, OH, C1-8alkoxyalkyl, amino, C1-4alkylamino, C2-8 dialkylamino, C(O)NRcRd,
C(O)ORa , NRcC(O)Rd, NRcS(O)2Rd, (C1-4 alkyl)sulfonyl, arylsulfonyl, aryl, heteroaryl,
cycloalkyl, or heterocycloalkyl.
12. The compound as claimed in claim 1, or a pharmaceutically acceptable salt thereof,
wherein -W-X-Y-Z is halo, cyano, C1-4 cyanoalkyl, nitro, C1-4 nitroalkyl, Ct-4 alkyl, C1-4
haloalkyl, C1-4 alkoxy, C1-4 haloalkoxy, OH, C1-8 alkoxyalkyl, amino, C1-4 alkylamino, C2-8
dialkylamino, aryl, heteroaryl, cycloalkyl, heterocycloalkyl, arylalkyl, heteroarylalkyl,
cycloalkylalkyl, or heterocycloalkylalkyl.
13. The compound as claimed in claim 1, or a pharmaceutically acceptable salt thereof,
wherein -W-X-Y-Z is halo, cyano, cyanoalkyl or pyridyl.
14. The compound as claimed in claim 1, or a pharmaceutically acceptable salt thereof,
wherein -W'-X'-Y'-Z' is halo, C1-4 alkyl, C1-4 haloalkyl, OH, C1-4 alkoxy, C1-4 haloalkoxy,
hydroxyalkyl, alkoxyalkyl, aryl, heteroaryl, aryl substituted by halo, heteroaryl
substituted by halo.
15. The compound as claimed in claim 1, or a pharmaceutically acceptable salt thereof,
wherein q is 1.
21. The compound as claimed in claim 1, or a pharmaceutically acceptable salt thereof,
wherein q is 0.
17. The compound as claimed in claim 1 having Formula IIIa.
18. The compound as claimed in claim 1 having Formula IV:


or a pharmaceutically acceptable salt thereof, wherein:
Q1 is O, S, NH, CH2, CO, CS, SO, SO2, OCH2, SCH2, NHCH2, CH2CH2, COCH2,
CONH, COO, SOCH2, SONH, SO2CH2, or SO2NH;
Q2 is O, S, NH, CH2, CO, CS, SO, SO2, OCH2, SCH2, NHCH2, CH2CH2, COCH2,
CONH, COO, SOCH2, SONH, SO2CH2, or SO2NH;
Q3 and Q4 are each, independently, CH or N;
r is O, 1 or 2;
s is O, 1 or 2; and
the sum of r and s is O, 1 or 2.
19. The compound as claimed in claim 18, or a pharmaceutically acceptable salt thereof,
wherein Q1 is O, NH, CH2 or CO, wherein each of said NH and CH2 is optionally
substituted by -W"-X"-Y"-Z".
20. The compound as claimed in claim 18, or a pharmaceutically acceptable salt thereof,
wherein Q2 is O, S, NH, CH2, CO, or SO2, wherein each of said NH and CH2 is optionally
substituted by -W"-X"-Y"-Z".
21. The compound as claimed in claim 18, or a pharmaceutically acceptable salt thereof,
wherein one of Q1 and Q2 is CO and the other is O, NH, or CH2, wherein each of said NH
and CH2 is optionally substituted by -W"-X"-Y"-Z" .
22. The compound as claimed in claim 18, or a pharmaceutically acceptable salt thereof,
wherein one of Q1 and Q2 is CH2 and the other is O, S, NH, or CH2, wherein each of said
NH and CH2 is optionally substituted by -W"-X"-Y"-Z" .
23. The compound as claimed in claim 18, or a pharmaceutically acceptable salt thereof,
wherein one of Q1 and Q2 is O and the other is CO or CONH, wherein said CONH is
optionally substituted by -W"-X"-Y"-Z".
24. The compound as claimed in claim 18, or a pharmaceutically acceptable salt thereof,
wherein Q3 is CH optionally substituted by -W"-X"-Y"-Z".
25. The compound as claimed in claim 1 having Formula V:


or a pharmaceutically acceptable salt thereof, wherein:
Q1 is O, S, NH, CH2, CO, CS, SO, SO2, OCH2, SCH2, NHCH2, CH2CH2, COCH2,
CONH, COO, SOCH2, SONH, SO2CH2, or SO2NH;
Q2 is O, S, NH, CH2, CO, CS, SO, SO2, OCH2, SCH2, NHCH2, CH2CH2, COCH2,
CONH, COO, SOCH2, SONH, SO2CH2, or SO2NH;
Q3 and Q4 are each, independently, CH or N;
r is O, 1 or 2;
s is O, 1 or 2; and
the sum of r and s is O, 1 or 2.
26. The compound as claimed in claim 25, or a pharmaceutically acceptable salt thereof,
wherein Q1 is O, NH, CH2 or CO, wherein each of said NH and CH2 is optionally
substituted by -W,,-X"-Y"-Z".
27: The compound as claimed in claim 25, or a pharmaceutically acceptable salt thereof,
wherein Q2 is O, S, NH, CH2, CO, or SO2, wherein each of said NH and CH2 is optionally
substituted by -W"-X"-Y"-Z".
28. The compound as claimed in claim 25, or a pharmaceutically acceptable salt thereof,
wherein one of Q1 and Q2 is CO and the other is O, NH, or CH2, wherein each of said NH
and CH2 is optionally substituted by -W"-X"-Y"-Z" .
29. The compound as claimed in claim 25, or a pharmaceutically acceptable salt thereof,
wherein one of Q1 and Q2 is CH2 and the other is O, S, NH, or CH2, wherein each of said
NH and CH2 is optionally substituted by -W"-X"-Y"-Z" .

30. The compound as claimed in claim 25, or a pharmaceutically acceptable salt thereof,
wherein one of Q1 and Q2 is O and the other is CO or CONH, wherein said CONH is
optionally substituted by -W"-X"-Y"-Z".
31. The compound as claimed in claim 25, or a pharmaceutically acceptable salt thereof,
wherein Q3 is CH optionally substituted by -W"-X"-Y"-Z".
32. A compound selected from:.
l'-[2-(4-Chlorophenyl)-2-methylpropanoyl]-1,3-dihydrospiro[indene-2,4'-
piperidine];
l'-[2-(4-Chlorophenyl)-2-methylpropanoyl]-3H-spiro[2-benzofuran-1,3'-
pyrrolidin]-3-one;
l'-[2-Methyl-2-(phenylthio)propanoyl]-1,3-dihydrospiro[indene-2,4'-piperidine];
l'-[2-Methyl-2-(phenylthio)propanoyl]-3H-spiro[2-benzofuran-1,3'-pyrrolidin]-3-
one;
l'-{2-[(2-Chlorobenzyl)thio]-2-methylpropanoyl}-1,3-dihydrospiro[indene-2,4'-
piperidine];
l-{2-[(2-Chlorobenzyl)thio]-2-methylpropanoyl}-3H-spiro[2-benzofuran-1,3'-
pyrrolidin]-3-one;
4-[1,1-Dimethyl-2-oxo-2-(3-oxo-lH,3H-spiro[2-benzofuran-1,3'-pyrrolidin]-1'-
yl)ethoxy]benzonitrile;
l-[2-(4-Chlorophenoxy)-2-methylpropanoyl]-3H-spiro[2-benzofuran-1,3'-
pyrrolidin]-3-one;
{4-[1,1-Dimethyl-2-oxo-2-(3-oxo-l'H,3H-spiro[2-benzofuran-1,3'-pyrrolidin]-1-
yl)ethoxy]phenyl}acetonitrile;
{4-[1,1-Dimethyl-2-oxo-2-(rH,3H-spiro[2-benzofuran-1,3'-pyrrolidin]-1'-
yl)ethoxy]phenyl} acetonitrile;
l'-[2-Methyl-2-(4-pyridin-2-ylphenoxy)propanoyl]-3H-spiro[2-benzofuran-1,3'-
pyrrolidin]-3-one;
l'-{2-[(4'-Fluorobiphenyl-4-yl)oxy]-2-methylpropanoyl}-3H-spiro[2-benzofuran-
1,3'-pyrrolidin]-3-one;
l'-{2-[(4'-Fluorobiphenyl-4-yl)oxy]-2-methylpropanoyl}-3H-spiro[2-benzofuran-
1,3'-pyrrolidine];

(1R)-1 '-[2-(4-Chlorophenoxy)-2-methylpropanoyl] -3H-spiro [2-benzofuran-1,3'-
pyrrolidin]-3-one;
(1R)-1'-[2-(2,4-Dichlorophenoxy)-2-methylpropanoyl]-3H-spiro[2-benzofuran-
1,3'-pyrrolidin]-3-one;
(1R)-1'-[2-(3,4-Dichlorophenoxy)-2-methylpropanoyl]-3H-spiro[2-benzofuran-
1,3'-pyrrolidin]-3-one;
J '-[2-(4-Chlorophenyl)-2-methylpropanoyl]-3H-spiro [2-benzofuran-1,3'-
pyrrolidin]-3-one;
(1R)-1-[2-(4-chlorophenyl)-2-methylpropanoyl]-3H-spiro[2-benzofuran-1,3'-
pyrrolidin]-3-one;
l'-[2-(4-Chlorophenyl)-2-methylpropanoyl]-3H-spiro[furo[3,4-c]pyridine-1,3'-
pyrrolidin]-3-one;
l-[2-(4-chlorophenyl)-2-methylpropanoyl]-7H-spiro[furo[3,4-b]pyridine-5,3'-
pyrrolidin]-7-one;
l-{2-[(4-Chlorophenyl)thio]-2-methylpropanoyl}-3H-spiro[2-benzofuran-1,3'-
pyrrolidin]-3-one;
l'-{2-[(4-Chlorophenyl)thio]-2-methylpropanoyl}-3H-spiro[2-benzofuran-1,3'-
pyrrolidine];
(1R)-1-(2-Methyl-2-pyridin-3-ylpropanoyl)-3H-spiro[2-benzofuran-1,3'-
pyrrolidin]-3-one;
(1R)-1'-[2-(4-Chlorophenyl)-2-methylpropanoyl]-3H-spiro[2-benzofuran-1,3'-
pyrrolidin]-3-one;
Methyl 4-(4-{1,1-dimethyl-2-oxo-2-[(1R)-3-oxo-lH,3H-spiro[2-benzofuran-1,3'-
pyrrolidin]-1'-yl]ethyl}phenyl)piperazine-1-carboxylate;
Propyl 4-(4-{1,1 -dimethyl-2-oxo-2-[(1R)-3-oxo-1 'H,3H-spiro[2-benzofuran-1,3'-
pyrrolidin]-1'-yl]ethyl}phenyl)piperazine-1-carboxylate;
Isobutyl 4-(4-{1,1 -dimethyl-2-oxo-2-[( 1R)-3-oxo-1 'H,3H-spiro[2-benzofuran-
1,3'-pyrrolidin]-1'-yl]ethyl}phenyl)piperazine-1-carboxylate;

Isopropyl 4-(4-{1,1 -dimethyl-2-oxo-2-[(1R)-3-oxo-1 'H,3H-spiro[2-benzofuran-
1,3'-pyrrolidin]-1'-yl]ethyl}phenyl)piperazine-1-carboxylate;
Ethyl 4-(4-{1,1-dimethyl-2-oxo-2-[(1R)-3-oxo-l'H,3H-spiro[2-benzofuran-1,3'-
pyrrolidin]-1 '-yl]ethyl} phenyl)piperazine-1 -carboxylate;
(1R)-1 '-(2-Methyl-2- {4-[4-(methylsulfonyl)piperazin-1 -yl]phenyl} propanoyl)-
3H-spiro[2-benzofuran-1,3'-pyrrolidin]-3-one;
(1R)-1'-(2-{4-[4-(Ethylsulfonyl)piperazin-1-yl]phenyl}-2-methylpropanoyl)-3H-
spiro[2-benzofuran-1,3'-pyrrolidin]-3-one;
(1R)-1'-(2-{4-[4-(Butylsulfonyl)piperazin-1-yl]phenyl}-2-methylpropanoyl)-3H-
spiro[2-benzofuran-1,3'-pyrrolidin]-3-one;
(1R)-1'-[2-Methyl-2-(4-{4-[(trifluoromethyl)sulfonyl]piperazin-1-
yl}phenyl)propanoyl]-3H-spiro[2-benzofuran-1,3'-pyrrolidin]-3-one;
(1R)-1'-{2-[4-(4-Acetylpiperazin-1-yl)phenyl]-2-methylpropanoyl}-3H-spiro[2-
benzofuran-1,3'-pyrrolidin]-3-one;
(1R)-1'- {2-Methyl-2-[4-(4-propionylpiperazin-1 -yl)phenyl]propanoyl} -3H-
spiro [2-benzofuran-1,3 '-pyrrolidin]-3 -one;
(1R)-1 '-(2- {4-[4-(Cyclopropylcarbonyl)piperazin-1 -yljphenyl} -2-
methylpropanoyl)-3H-spiro[2-benzofuran-1,3'-pyrrolidin]-3-one;
(1R)-1'- {2-[4-(4-Isobutyry lpiperazin-1 -yl)phenyl]-2-methylpropanoyl} -3H-
spiro[2-benzofuran-1,3'-pyrrolidin]-3-one;
(1R)-1'-{2-Methyl-2-[4-(2-oxopyrrolidin-1-yl)phenyl]propanoyl}-3H-spiro[2-
benzofuran-1,3'-pyrrolidin]-3-one;
(1R)-1-[3-(4-Chlorophenyl)-2,2-dimethylpropanoyl]-3H-spiro[2-benzofuran-1,3'-
pyrrolidin]-3-one;
(1R)-1'-[2-(4-Chlorophenyl)-2-methylpropanoyl]-3H-spiro[furo[3,4-c]pyridine-
1,3'-pyrrolidin]-3-one;
(1R)-1'-[2-(4-Chlorophenyl)-2-methylpropanoyl]-7H-spiro[furo[3,4-b]pyridine-
5,3'-pyrrolidin]-7-one;
(1R)-1-(2-Methyl-2-phenoxypropanoyl)-3H-spiro[2-benzofuran-1,3'-pyrrolidin]-
3-one;

(1R)-1'-[2-(4-Chlorophenoxy)-2-methylpropanoyl]-3H-spiro[2-benzofuran-1,3'-
pyrrolidin]-3-one;
(1R)-1'-[2-(3,4-Dichlorophenoxy)-2-methylpropanoyl]-3H-spiro[2-benzofuran-
1,3'-pyrrolidin]-3-one;
(1R)-1'-[2-(2,4-Dichlorophenoxy)-2-methylpropanoyl]-3H-spiro[2-benzofuran-
1,3'-pyrrolidin]-3-one;
(1R)-1-{2-[4-Chloro-3-(trifluoromethyl)phenoxy]-2-methylpropanoyl}-3H-
spiro[2-benzofuran-1,3'-pyrrolidin]-3-one;
(1R)-1'-[2-(4-Chloro-3-fluorophenoxy)-2-methylpropanoyl]-3H-spiro[2-
benzofuran-1,3'-pyrrolidin]-3-one;
(1R)-1'-[2-(4-Chloro-2-methylphenoxy)-2-methylpropanoyl]-3H-spiro[2-
benzofuran-1,3'-pyrolidin]-3-one;
(1R)-1-{2-Methyl-2-[4-(trifluoromethyl)phenoxy]propanoyl}-3H-spiro[2-
benzofuran-1,3'-pyrrolidin]-3-one;
l-[2-methyl-2-(4-pyridin-2-ylphenoxy)propanoy]]-3H-spiro[2-benzofuran-1,3'-
pyrrolidin]-3-one;
4-[1,1-Dimethyl-2-oxo-2-(3-oxo-lH,3H-spiro[2-benzofuran-1,3'-pyrrolidin]-1'-
yl)ethoxy]benzonitrile;
{4-[1,1-Dimethyl-2-oxo-2-(3-oxo-lH,3H-spiro[2-benzofuran-1,3'-pyrrolidin]-1-
yl)ethoxy]phenyl}acetonitrile;
{4-[1, 1 -Dimethyl-2-oxo-2-( 1 'H,3H-spiro[2-benzofuran-1,3'-pyrrolidin]-1 '-
yl)ethoxy]phenyl}acetonitrile;
l'-{2-[(4'-Fluorobiphenyl-4-yl)oxy]-2-methylpropanoyl}-3H-spiro[2-benzofuran-
1,3'-pyrrolidin]-3-one;
tert-Butyl 4-(4-{1,1 -dimethyl-2-oxo-2-[(1R)-3-oxo-1 'H,3H-spiro[2-benzofuran-
1,3'-pyrrolidin]-1'-yl]ethoxy}phenyl)piperazine-1-carboxylate;
(1R)-1'-[2-Methyl-2-(4-piperazin-1-ylphenoxy)propanoyl]-3H-spiro[2-
benzofuran-1,3'-pyrrolidin]-3-one hydrochloride;
Methyl 4-(4-{1,1-dimethyl-2-oxo-2-[(1R)-3-oxo-l'H,3H-spiro[2-benzofuran-1,3'-
pyrrolidin]-1-yl]ethoxy}phenyl)piperazine-1-carboxylate;

l-[2-(4-Chlorophenoxy)-2-methylpropanoyl]-3H-spiro[furo[3,4-c]pyridine-1,3'-
pyrrolidin]-3-one;
l'-[2-(4-Chlorophenoxy)-2-methylpropanoyl]-7-fluoro-3H-spiro[furo[3,4-
c]pyridine-1,3 '-pyrrolidin]-3 -one;
l'-{2-[(4'-Fluorobiphenyl-4-yl)oxy]-2-methylpropanoyl}-3H-spiro[2-benzofuran-
1,3'-pyrrolidine];
5-(4- {1,1 -Dimethyl-2-oxo-2-[(1R)-3-oxo-1 'H,3H-spiro[2-benzofuran-1,3'-
pyrrolidin]-1'-yl]ethyl}phenyl)-N-methylpyridine-2-carboxamide;
5-(4-{1,1-Dimethyl-2-oxo-2-[(1R)-3-oxo-l'H,3H-spiro[2-benzofuran-1,3'-
pyrrolidin]-1'-yl]ethyl}phenyl)-N,N-dimethylpyridine-2-carboxamide;
5-(4-{1,1-Dimethyl-2-oxo-2-[(1R)-3-oxo-1'H,3H-spiro[2-benzofuran-1,3'-
pyrrolidin]-1'-yl]ethyl}-3-fluorophenyl)-N,N-dimethylpyridine-2-carboxamide;
5-(4-{1,1-Dimethyl-2-oxo-2-[(1R)-3-oxo-l'H,3H-spiro[2-benzofuran-1,3'-
pyrrolidin]-1-yl]ethyl}-3-fluorophenyl)-N-methylpyridine-2-carboxamide;
5-(4-{1,1-Dimethyl-2-oxo-2-[(1R)-3-oxo-l'H,3H-spiro[2-benzofuran-1,3'-
pyrrolidin]-1-yl]ethyl}-3-fluorophenyl)-N,N-diethylpyridine-2-carboxamide;
5-(4-{1,1-Dimethyl-2-oxo-2-[(1R)-3-oxo-lH,3H-spiro[furo[3,4-c]pyridine-1,3'-
pyrrolidin]-1-yl]ethyl}-3-fluorophenyl)-N-methylpyridine-2-carboxamide;
5-(4-{1,1-Dimethyl-2-oxo-2-[(1R)-3-oxo-l'H,3H-spiro[furo[3,4-c]pyridine-1,3'-
pyrrolidin]-1 '-yl]ethyl} -3-fluorophenyl)-N,N-dimethylpyridine-2-carboxamide; and
5-(4-{1,1-Dimethyl-2-oxo-2-[(1R)-3-oxo-l'H,3H-spiro[furo[3,4-c]pyridine-1,3'-
pyrrolidin]-1'-yl]ethyl}-3-fluorophenyl)-N,N-diethylpyridine-2-carboxamide,
and pharmaceutically acceptable salts thereof.
33. A composition comprising a compound as claimed in any one claims 1 to 32, or a
pharmaceutically acceptable salt thereof, and a pharmaceutically acceptable carrier.


(54) Title: AMIDO COMPOUNDS AND THEIR USE AS PHARMACEUTICALS
(57) Abstract: The present invention relates to inhibitors of 11-Β hydroxyl steroid dehydrogenase type 1, antagonists of the miner-
alocorticoid receptor (MR), and pharmaceutical compositions thereof. The compounds of the invention can be useful in the treatment
of various diseases associated with expression or activity of 11-B hydroxyl steroid dehydrogenase type 1 and/or diseases associated
with aldosterone excess.

Documents:

03601-kolnp-2006 abstract.pdf

03601-kolnp-2006 claims.pdf

03601-kolnp-2006 correspondence others.pdf

03601-kolnp-2006 description(complete).pdf

03601-kolnp-2006 form-1.pdf

03601-kolnp-2006 form-3.pdf

03601-kolnp-2006 form-5.pdf

03601-kolnp-2006 gpa.pdf

03601-kolnp-2006 international publication.pdf

03601-kolnp-2006 international search authority report.pdf

03601-kolnp-2006 pct others document.pdf

03601-kolnp-2006 pct request form.pdf

03601-kolnp-2006 priority document.pdf

03601-kolnp-2006-assignment.pdf

03601-kolnp-2006-correspondence-1.1.pdf

03601-kolnp-2006-form-3-1.1.pdf

3601-KOLNP-2006-ABSTRACT-1.1.pdf

3601-KOLNP-2006-AMANDED CLAIMS.pdf

3601-KOLNP-2006-ASSIGNMENT.pdf

3601-KOLNP-2006-CORRESPONDENCE-1.1.pdf

3601-KOLNP-2006-CORRESPONDENCE-1.2.pdf

3601-KOLNP-2006-DESCRIPTION (COMPLETE)-1.1.pdf

3601-KOLNP-2006-EXAMINATION REPORT.pdf

3601-KOLNP-2006-FORM 1-1.1.pdf

3601-KOLNP-2006-FORM 13-1.1.pdf

3601-KOLNP-2006-FORM 13.pdf

3601-KOLNP-2006-FORM 18-1.1.pdf

3601-kolnp-2006-form 18.pdf

3601-KOLNP-2006-FORM 2.pdf

3601-KOLNP-2006-FORM 3-1.1.pdf

3601-KOLNP-2006-FORM 3-1.2.pdf

3601-KOLNP-2006-FORM 5.pdf

3601-KOLNP-2006-GPA.pdf

3601-KOLNP-2006-GRANTED-ABSTRACT.pdf

3601-KOLNP-2006-GRANTED-CLAIMS.pdf

3601-KOLNP-2006-GRANTED-DESCRIPTION (COMPLETE).pdf

3601-KOLNP-2006-GRANTED-FORM 1.pdf

3601-KOLNP-2006-GRANTED-FORM 2.pdf

3601-KOLNP-2006-GRANTED-SPECIFICATION.pdf

3601-KOLNP-2006-OTHERS-1.1.pdf

3601-KOLNP-2006-OTHERS.pdf

3601-KOLNP-2006-PETITION UNDER RULE 137.pdf

3601-KOLNP-2006-REPLY TO EXAMINATION REPORT.pdf


Patent Number 254726
Indian Patent Application Number 3601/KOLNP/2006
PG Journal Number 50/2012
Publication Date 14-Dec-2012
Grant Date 11-Dec-2012
Date of Filing 01-Dec-2006
Name of Patentee INCYTE CORPORATION
Applicant Address EXPERIMENTAL STATION, ROUTE 141 & HENRY CLAY ROAD, BUILDING E336,WILMINGTON, DE 19880,
Inventors:
# Inventor's Name Inventor's Address
1 YAO,WENQING 748,MEADOWBANK ROAD, KENNETT SQUARE,PA 19348,
2 ZHANG,COLIN 639,SOUTH BROAD STREET, APT.E2, LANSDALE,PA 19446,
3 AGRIOS,KONSTANTIONS 132,SUNNYHILL DRIVE, EXTON,PA 19341,
4 METCALF,BRIAN 297,LAKEFIELD PLACE, MORAGA,CA 94556,
5 ZHUO,JINCONG 17 FORWOOD DRIVE, BOOTHWYN,PA 19061,
6 XU,MEIZHONG 8 FRITZE COURT, HOCKESSIN,DE 19707,
PCT International Classification Number A61K 31/495
PCT International Application Number PCT/US2005/022411
PCT International Filing date 2005-06-23
PCT Conventions:
# PCT Application Number Date of Convention Priority Country
1 60/582,556 2004-06-24 U.S.A.
2 60/639,179 2004-12-22 U.S.A.