P53 modulators

Abstract

Disclosed are p53 modulators represented by the following structural formula I: The variables in structural formula I are described herein. Also disclosed are method of treating cancer in a subject with the disclosed p53 modulators, particularly cancers with dysfunctional p53.

Description

[0001] 136867-01120 P53 MODULATORS RELATED APPLICATIONS

[0001] This application claims the benefit of priority to U.S. Provisional Application No.63 / 679740, filed August 6, 2024, the entire contents of which are incorporated herein by reference. BACKGROUND OF THE INVENTION

[0002] The p53 protein is a tetrameric transcription factor that prevents mutation to thegenome by regulating the expression of a subgroup of target genes. Activation of p53 initiates pathways involved in apoptosis, DNA repair, cell cycle arrest, anti-angiogenesis, and senescence in order to avoid propagation of damaged cells.

[0003] Tumor suppressor protein p53 is also a transcription factor that plays an importantrole in human cancers. Tumor initiation and maintenance depend upon inactivation of p53 pathways, which otherwise would deter uncontrolled cell growth. Consequently, p53 is the most frequently mutated gene in human cancers. It was estimated that more than half of all human tumors have mutant p53. The majority of those tumors that harbor mutant p53 are found to express full-length p53 protein with a single residue missense mutation in the p53 DNA-binding core domain (DBD). However, structural mutations remote from the DBD are also common. The Y220C mutation, which occurs in approximately 1.5% all human cancers, is such a structurally destabilizing mutation at codon 220, resulting in structural instability and loss of DNA binding at body temperature due to loss of beneficial lipophilic contacts of the tyrosine-220 residue as seen in wt-p53. The p53 Y220C mutation is associated with many cancers, including breast cancer, non-small cell lung cancer, colorectal cancer, pancreatic cancer, and ovarian cancer.

[0004] The frequency and aggressive nature of cancers exhibiting p53 malfunction coupledwith the potential benefits of restoring wild type p53 function has driven a widespread effort to identify compounds that restore normal p53 expression and activity. Nonetheless, there is still a critical need in the art for the development of new small molecule reactivators targeting p53 mutants (e.g., Y220C mutant) with high specificity and activity as well as low toxicity. SUMMARY

[0004] Provided herein are compounds, or pharmaceutically acceptable salts thereof, andcompositions which are intended to bind to the Y220C pocket, stabilize the mutant protein and restore ability of the mutant protein to bind to DNA at physiologically relevant 1 ME1\56575384.v1 136867-01120 temperatures. Also disclosed are methods of using the compounds and compositions described herein for treating a condition responsive to modulated of P53 such as cancer.

[0005] A first embodiment of the disclosure is a compound represented by the followingstructural formula I: or a pharmaceutically acceptable salt thereof, wherein: Z is S or O; U, V, W and X are independently CR5or N, provided that one of U, V, W and X is C-Y-R1; Y is O, NH, N(C1-4alkyl), NHCH2^, OCH2^, S or CH2, wherein “^” indicates the point of attachment to R1; R1 is (CH2)nOR11, (CH2)nN(R11)2, (CH2)nCN, (CH2)nC(O)R11,(CH2)nC(O)OR11, (CH2)nC(S)R11, (CH2)nC(S)OR11, (CH2)nC(O)N(R11)2,(CH2)nNHC(O)R11, (CH2)nNHC(O)OR11, (CH2)nOC(O)N(R11)2, (CH2)nC(S)N(R11)2,(CH2)nNHC(S)R11, (CH2)nNHC(S)OR11, (CH2)nOC(S)N(R11)2, (CH2)nNHS(O)iR11,(CH2)nS(O)iN(R11)2, C1-6 alkyl, C3-8 cycloalkyl, C2-6 alkenyl, C2-6 alkynyl, C6-10 aryl, 5-10 membered heteroaryl or 4-10 membered heterocyclyl, wherein said alkyl, alkenyl, alkynyl, cycloalkyl, aryl, heteroaryl and heterocyclyl are optionally and independently substituted by one or more R21; R2is (CH2)mC(O)N(R12)2,, C6-10 aryl, 5-10 membered heteroaryl, (C1-4 alkyl)[5-10 membered heteroaryl], or 4-13 membered heterocyclyl, wherein said aryl, heteroaryl and heterocyclyl are each optionally and independently substituted by one or more R22; R3is H, halo, S(O)i(C1-4alkyl), S(O)i(C3-6cycloalkyl), (CH2)oOR13, (CH2)oN(R13)2, (CH2)oCN, (CH2)oC(O)R13, CH2)oC(O)OR13, (CH2)oC(S)R13,(CH2)oC(S)OR13, (CH2)oC(S)OR13(CH2)oC(O)N(R13)2, (CH2)oNHC(O)R13, (CH2)oNHC(O)OR13, (CH2)oOC(O)N(R13)2, (CH2)oC(S)N(R13)2, (CH2)oNHC(S)R13,(CH2)oNHC(S)OR13, (CH2)oOC(S)N(R13)2, (CH2)oNHS(O)iR13, (CH2)oS(O)iN(R13)2,2 ME1\56575384.v1 136867-01120 C1-6alkyl, C3-8cycloalkyl, C2-6alkenyl or C2-6alkynyl; wherein said alkyl, alkenyl, alkynyl and cycloalkyl are each optionally and independently substituted by one or more R23; each R5 is independently H, halo, (CH2)pOR15, (CH2)pN(R15)2, (CH2)pCN,(CH2)oC(O)R15, (CH2)pC(O)OR15, (CH2)pC(S)R15, (CH2)pC(S)OR15,(CH2)pC(O)N(R15)2, (CH2)pNHC(O)R15, (CH2)pNHC(O)OR15, (CH2)pOC(O)N(R15)2,(CH2)pC(S)N(R15)2, (CH2)pNHC(S)R15, (CH2)pNHC(S)OR15, (CH2)pOC(S)N(R15)2,(CH2)pNHS(O)iR15, (CH2)pS(O)iN(R15)2, C1-6 alkyl, C3-8 cycloalkyl, C2-6 alkenyl or C2- 6 alkynyl, C6-10 aryl, 5-10 membered heteroaryl or 4-10 membered heterocyclyl; wherein said alkyl, alkenyl, alkynyl, cycloalkyl, aryl, heteroaryl or heterocyclyl is optionally and independently substituted by one or more R25; R11, R12, R13and R15are each independently H, C1-6 alkyl, (CH2)nC3-8 cycloalkyl, (CH2)nC6-10 aryl, (CH2)n(5-10 membered heteroaryl) or (CH2)n(4-10 membered heterocyclyl); wherein said alkyl, cycloalkyl, aryl, heteroaryl and heterocyclyl are optionally and independently substituted by one or more R30; or N(R11)2 and N(R12)2 are independently a 4-10 membered heterocyclyl, wherein the heterocyclyl represented by N(R11) is optionally substituted with one or more R21and the heterocyclyl represented by N(R12) is optionally substituted with one or more R22; R21, R22, R23and R25are each independently H, halo, OH, NH2, CN, NO2, (CH2)nORa, (CH2)nNRbRc, S(O)iRb, S(=NRd)(O)Rb, P(O)RbRc, (=NRa)NRbRc, NRbS(O)iRc, S(O)iNRbRc, C(=O)ORb, OC(=O)ORb, C(=S)ORb, O(C=S)Rb, C(=O)NRbRc, NRbC(=O)Rc, C(=S)NRbRc, NRbC(=S)Rc, NRb(C=O)ORc, O(C=O)NRbRc, NRb(C=S)ORc, O(C=S)NRbRc, NRb(C=O)NRbRc, NRb(C=S)NRbRc, C(=S)Rb, C(=O)Rb, (C1-C5)alkyl, (C2-C5)alkenyl, 4-6 membered heterocyclyl, or (C2- C5)alkynyl, wherein said alkyl is optionally substituted with one or more groups selected from halo, methoxy, hydroxy, halomethoxy, or phenyl; or two R21groups on the same ring atom taken together with their intervening atom are an oxo; each R30is independently halo, CN, (C1-C4)alkyl, (C1-C4)fluororalkyl, OC1-4 fluororalkyl, (C3-C5)cycloalkyl, (CH2)nORaor (CH2)nNRaRb; each Ra, Rband Rcis independently H, (C1-C4)alkyl, or (C1-C4)haloalkyl; each Rdis independently H, (C1-C4)alkyl, CN, or SO2Me; and each n, m, o, p and i are independently 0, 1 or 2. 3 ME1\56575384.v1 136867-01120

[0006] Another embodiment of the disclosure is a pharmaceutical composition comprising apharmaceutically acceptable carrier, excipient, or diluent, and a compound disclosed herein or a pharmaceutically acceptable salt thereof.

[0007] Another embodiment of the disclosure is a method of re-activating p53 Y220C mutantin a subject in need thereof, comprising contacting p53 Y220C mutant with an effective amount of the compound disclosed herein or a pharmaceutically acceptable salt thereof or a pharmaceutical composition comprising a compound disclosed herein or a pharmaceutically acceptable salt thereof.

[0008] Another embodiment of the disclosure is the use of a compound disclosed herein or apharmaceutically acceptable salt thereof or a pharmaceutical composition comprising a compound disclosed herein or a pharmaceutically acceptable salt thereof for the manufacture of a medicament for re-activating p53 Y220C mutant in a subject in need thereof.

[0009] Another embodiment of the disclosure is a compound disclosed herein or apharmaceutically acceptable salt thereof or a pharmaceutical composition comprising a compound disclosed herein or a pharmaceutically acceptable salt thereof for re-activating p53 Y220C mutant in a subject in need thereof.

[0010] Another embodiment of the disclosure is a method of treating a p53 Y220C mutant-dependent disorder or disease (e.g., treating a cancer) in a subject in need thereof, comprising administering to the subject an effective amount of a compound disclosed herein or a pharmaceutically acceptable salt thereof or a pharmaceutical composition comprising the compound(s).

[0011] Another embodiment of the disclosure is the use of a compound disclosed herein or apharmaceutically acceptable salt thereof or a pharmaceutical composition comprising the compound(s), for the preparation of a medicament for treating a p53 Y220C mutant- dependent disorder or disease (e.g., treating a cancer) in a subject in need thereof.

[0012] Another embodiment of the disclosure is a compound disclosed herein or apharmaceutically acceptable salt thereof or a pharmaceutical composition comprising the compound(s), for use in treating a p53 Y220C mutant-dependent disorder or disease (e.g., treating a cancer) in a subject in need thereof. DETAILED DESCRIPTION

[0013] In one aspect, provided are compounds, compositions and methods for restoring wild-type function of mutant p53. The compounds of the present invention can bind to mutant p53 and restore the ability of the p53 mutant to bind DNA. The restoration of activity of the p53 4 ME1\56575384.v1 136867-01120 mutant can allow for the activation of downstream effectors of p53 leading to inhibition of cancer progression. The present invention further provides a method for treating a disease or condition related to p53 mutant protein.

[0014] Example embodiments include:

[0015] First embodiment: a compound represented by Formula I: or a pharmaceutically acceptable salt thereof, wherein the definitions for the variables in Formula I are described in the summary above.

[0016] Second embodiment: a compound represented by Formula II: or a pharmaceutically acceptable salt thereof, wherein the definitions for the variables in Formula II are as defined for Formula I.

[0017] Third embodiment: a compound represented by Formula III: 5 ME1\56575384.v1 136867-01120 or a pharmaceutically acceptable salt thereof, wherein the definitions for the variables in Formula III are as defined for Formula I.

[0018] Fourth embodiment: a compound represented by Formulae I, II, or III, or apharmaceutically acceptable salt thereof, wherein Z is O and wherein the definitions for the other variables in Formulae I, II, and III are as defined for Formula I.

[0019] Fifth embodiment: a compound represented by Formulae I, II, or III, or apharmaceutically acceptable salt thereof, wherein Z is S and wherein the definitions for the other variables in Formulae I, II, and III are as defined for Formula I.

[0020] Sixth embodiment: a compound represented by Formulae I, II, or III, or apharmaceutically acceptable salt thereof, wherein Y is O or NH and wherein the definitions for the other variables in Formulae I, II, and III are as defined for Formula I or any one of the fourth or fifth embodiments.

[0021] Seventh embodiment: a compound represented by Formulae I, II, or III, or apharmaceutically acceptable salt thereof, wherein R3is C1-4alkyl or -S(C1-4alkyl), wherein each of said alkyl is substituted by one or more halo and wherein the definitions for the other variables in Formulae I, II, and III are as defined for Formula I or any one of the fourth to sixth embodiments.

[0022] Eighth embodiment: a compound represented by Formulae I, II, or III, or apharmaceutically acceptable salt thereof, wherein R3is CH2CF3 or SCF3, wherein the definitions for the other variables in Formulae I, II, and III are as defined for Formula I or any one of the fourth to sixth embodiments.

[0023] Ninth embodiment: a compound represented by Formulae I, II, or III, or apharmaceutically acceptable salt thereof, wherein R2is H, (CH2)mC(O)N(R12)2,, phenyl, or 5- 7 membered heteroaryl, wherein said phenyl and heteroaryl are each optionally and independently substituted by one or more R22and wherein the definitions for the other variables in Formulae I, II, and III are as defined for Formula I or any one of the fourth to eighth embodiments.

[0024] Tenth embodiment: a compound represented by Formulae I, II, or III, or apharmaceutically acceptable salt thereof, wherein R2is H, (CH2)mC(O)N(R12)2,, phenyl, pyridyl, pyrazinyl, or pyrazolyl wherein said phenyl, pyridyl, pyrazinyl, and pyrazolyl are each optionally and independently substituted by one or more R22, wherein the definitions for the other variables in Formulae I, II, and III are as defined for Formula I or any one of the fourth to eighth embodiments. 6 ME1\56575384.v1 136867-01120

[0025] Eleventh embodiment: a compound represented by Formulae I, II, or III, or apharmaceutically acceptable salt thereof, wherein each R12is independently H, phenyl, or 5-7 membered heteroaryl, wherein the definitions for the other variables in Formulae I, II, and III are as defined for Formula I or any one of the fourth to tenth embodiments.

[0026] Twelfth embodiment: a compound represented by Formulae I, II, or III, or apharmaceutically acceptable salt thereof, wherein each R12is independently H, phenyl, or pyridinyl, wherein the definitions for the other variables in Formulae I, II, and III are as defined for Formula I or any one of the fourth to tenth embodiments.

[0027] Thirteenth embodiment: a compound represented by Formulae I, II, or III, or apharmaceutically acceptable salt thereof, wherein R22is (C1-C5)alkyl, (CH2)nNRbRc, C(=O)NRbRc, (CH2)nORa, S(O)iRb, P(O)RbRc, or S(=NRd)(O)Rb, wherein the definitions for the other variables in Formulae I, II, and III are as defined for Formula I or any one of the fourth to twelfth embodiments.

[0028] Fourteenth embodiment: a compound represented by Formulae I, II, or III, or apharmaceutically acceptable salt thereof, wherein R2is H, 7 ME1\56575384.v1 136867-01120 Formulae I, II, and III are as defined for Formula I or any one of the fourth to thirteenth embodiments.

[0029] Fifteenth embodiment: a compound represented by Formulae I, II, or III, or apharmaceutically acceptable salt thereof, wherein R1is 4-10 membered heterocyclyl optionally substituted by one or more R21and wherein the definitions for the other variables in Formulae I, II, and III are as defined for Formula I or any one of the fourth to fourteenth embodiments.

[0030] Sixteenth embodiment: a compound represented by Formulae I, II, or III, or apharmaceutically acceptable salt thereof, wherein R1is 5-6 membered heterocyclyl or 8- membered bicyclic heterocyclyl, each of which are optionally substituted by one or more R21and wherein the definitions for the other variables in Formulae I, II, and III are as defined for Formula I or any one of the fourth to fourteenth embodiments.

[0031] Seventeenth embodiment: a compound represented by Formulae I, II, or III, or apharmaceutically acceptable salt thereof, wherein R1is piperidinyl, pyrrolidinyl, tetrahydrofuranyl, tetrahydropyranyl, or 8-azabicyclo[3.2.1]octanyl, each of which are optionally substituted by one or more R21and wherein the definitions for the other variables in Formulae I, II, and III are as defined for Formula I or any one of the fourth to fourteenth embodiments.

[0032] Eighteenth embodiment: a compound represented by Formulae I, II, or III, or apharmaceutically acceptable salt thereof, wherein R21is halo or (C1-C5)alkyl, wherein said alkyl is optionally substituted with one or more groups selected from halo and hydroxy and wherein the definitions for the other variables in Formulae I, II, and III are as defined for Formula I or any one of the fourth to seventeenth embodiments.

[0033] Nineteenth embodiment: a compound represented by Formulae I, II, or III, or apharmaceutically acceptable salt thereof, wherein R1is wherein the definitions for the other variables in Formulae I, II, and III are as defined for Formula I or any one of the fourth to fourteenth embodiments. 8 ME1\56575384.v1 136867-01120

[0034] The disclosure also includes the compounds prepared in the Exemplification, in boththe neutral form and pharmaceutically acceptable salts thereof. The synthetic protocol used to prepare the disclosed compounds is described in the Exemplification.

[0035] Another embodiment of the disclosure is a compound disclosed herein, including acompound of any one of Formulae I, II, or III, or as disclosed in the Exemplification, or a pharmaceutically acceptable salt of any of the foregoing, in which one or more hydrogen atoms is replaced with deuterium. The deuterium enrichment at any one of the sites where hydrogen has been replaced by deuterium is at least 50%, 75%, 85%, 90%, 95%, 98% or 99%. Deuterium enrichment is a mole percent and is obtained by dividing the number of compounds with deuterium enrichment at the site of enrichment with the number of compounds having hydrogen or deuterium at the site of enrichment.

[0036] The number of carbon atoms in a group is specified herein by the prefix “Cx-xx”,wherein x and xx are integers. For example, "C1-3 alkyl" is an alkyl group which has from 1 to 3 carbon atoms.

[0037] The suffix “yl” added to the end of a chemical name indicates that the named moietyis bonded to the molecule at one point, i.e., monovalent. The suffix “ene” added to the end of a chemical name indicates that the named moiety is bonded to the molecule at two points, i.e., bivalent.

[0038] "Alkyl", when used alone or part of a larger moiety, refers to a fully saturatedbranched or unbranched hydrocarbon moiety. Unless otherwise specified, an alkyl comprises 1 to 6 carbon atoms, or 1 to 4 carbon atoms. Representative examples of alkyl include, but are not limited to, methyl, ethyl, n-propyl, iso-propyl, n-butyl, sec-butyl, iso-butyl, tert-butyl, n- pentyl, isopentyl, neopentyl, or n-hexyl. “Alkylene” refers to a bivalent alkyl group (e.g. methylene, ethylene). A “deuterated” alkyl group means that one or more hydrogen atoms is replaced with deuterium. The deuterium enrichment at any one of the sites where hydrogen has been replaced by deuterium is at least 50%, 75%, 85%, 90%, 95%, 98% or 99%. Deuterium enrichment is a mole percent and is obtained by dividing the number of deuterium atoms at all sites of enrichment with the number of hydrogen plus deuterium atoms at all of the sites of enrichment. For example, a compound with a deuterated methylene group has a 98.0% enrichment when 98.0% of the hydrogen atoms on the methylene group have been replaced with deuterium.

[0039] "Alkenyl" refers to a branched or unbranched hydrocarbon moiety containing at leastone double bond. Unless otherwise specified, an alkenyl group comprises 1 to 6 carbon atoms, or 1 to 4 carbon atoms. Representative examples of alkenyl include, but are not 9 ME1\56575384.v1 136867-01120 limited to, ethenyl, propenyl, 1-butenyl, 2-butenyl, 1-methypropenyl, 2-methypropenyl, 3- methypropenyl and the like.

[0040] "Alkynyl" refers to a branched or unbranched hydrocarbon moiety containing at leastone triple bond. Unless otherwise specified, an alkynyl group comprises 1 to 6 carbon atoms, or 1 to 4 carbon atoms. Representative examples of alkynyl include, but are not limited to, ethynyl, propynyl, 1-butynyl, 2-butynyl, 1-methypropynyl, 2-methypropynyl, 3- methypropynyl and the like.

[0041] "Alkoxy" refers to OR, where oxygen is singularly bonded to R, and R is an alkylgroup. Examples of alkoxy include methoxy, ethoxy, isopropoxy, and the like. A “deuterated” alkoxy group means that one or more hydrogen atoms is replaced with deuterium. The deuterium enrichment at any one of the sites where hydrogen has been replaced by deuterium is at least 50%, 75%, 85%, 90%, 95%, 98% or 99%. Deuterium enrichment is a mole percent and is obtained by dividing the number of deuterium atoms at all sites of enrichment with the number of hydrogen plus deuterium atoms at all of the sites of enrichment. For example, a compound with two deuterated methyl groups has a 98.0% enrichment when 98.0% of the hydrogen atoms on the two methyl groups have been replaced with deuterium.

[0042] “Aryl”, when used alone or as part of another moiety such as aralkyl, refers to anaromatic hydrocarbon of six to 10 ring atoms, such as phenyl or naphthyl.

[0043] "Halogen" or "halo" is fluoro, chloro, bromo or iodo.

[0044] The term “haloalkyl” includes mono, poly, and perhaloalkyl groups where thehalogens are independently selected from fluorine, chlorine, bromine, and iodine.

[0045] “Haloalkoxy” is a haloalkyl group which is attached to another moiety via an oxygenatom such as, e.g, –OCHF2or –OCF3.

[0046] “Cycloalkyl” refers to completely saturated monocyclic or bicyclic hydrocarbongroup. Unless otherwise specified, a cycloalkyl has 3-10 ring carbon atoms, alternatively 3-8 ring carbon atoms. A cycloalkyl can be monocyclic, fused bicyclic and bridged bicyclic. A monocyclic cycloalkyl has 3-8 ring carbon atoms and includes cyclopropyl, cyclobutyl, cyclopentyl, cyclohexyl, cyclopentyl, cyclopheptyl and cyclooctyl. A fused bicyclic cycloalkyl has 6-10 ring carbon atoms and two rings which share two adjacent ring atoms, e.g., a 4 to 7 membered cycloalkyl fused to a 3 to 6 membered cycloalkyl. A bridged bicyclic cycloalkyl has 5 to 10 ring carbon atoms and two monocyclic cycloalkyl groups which share three adjacent ring atoms. 10 ME1\56575384.v1 136867-01120

[0047] "Heteroaryl" refers to an aromatic 5- to 10-membered mono or bicyclic cyclic ringsystem, having 1 to 4 heteroatoms independently selected from O, N and S, and wherein N can be oxidized (e.g., N(O)) or quaternized, and S can be optionally oxidized to sulfoxide and sulfone. A monocyclic heteroaryl has 5 or 6 ring atoms, i.e., is 5 to 6 membered. Examples of 5- to 6-membered monocyclic heteroaryls include, but are not limited to, pyrrolyl, furanyl, thiophenyl (or thienyl), imidazolyl, pyrazolyl, oxazolyl, isoxazolyl, thiazolyl, isothiazolyl, furazanyl, oxadiazolyl, thiadiazolyl, dithiazolyl, triazolyl, tetrazolyl, pyridinyl, pyranyl, thiopyranyl, pyrazinyl, pyrimidinyl, pyridazinyl, oxazinyl, thiazinyl, dioxinyl, dithiinyl, oxathianyl, triazinyl, tetrazinyl, and the like. A bicyclic heteroaryl has 8 to 10 ring atoms, i.e., is 8 to 10 membered.

[0048] "Heterocyclyl" refers to a saturated or partially unsaturated monocyclic or bicyclic(e.g., fused or bridged) ring system which has from 4- to 13 ring members, e.g., 4-10 ring members, at least one of which is a heteroatom, and up to 4 (e.g.1, 2, 3, or 4) of which may be heteroatoms, wherein the heteroatoms are independently selected from O, S and N, and wherein N can be oxidized (e.g. N(O)) or quaternized, and S can be optionally oxidized to sulfoxide and sulfone. An “oxygen-containing heterocyclyl” is a heterocyclyl comprising a ring oxygen atom. An oxygen-containing heterocyclyl can have more than one ring heteroatom. A “nitrogen-containing heterocyclyl” is a heterocyclyl comprising a ring nitrogen atom. A nitrogen-containing heterocyclyl can have more than one ring heteroatom.

[0049] Examples of 4-7 membered monocyclic heterocyclyl include, but are not limited to,oxetanyl, thietanyl, azetedinyl, pyrrolidinyl, tetrahydrofuranyl, thiolanyl, imidazolidinyl, pyrazolidinyl, oxazolidinyl, isoxazolidinyl, thiazolidinyl, isothiazolidinyl, dioxolanyl, dithiolanyl, oxathiolanyl, piperidinyl, tetrahydropyranyl, thianyl, piperazinyl, morpholinyl, thiomorpholinyl, dioxanyl, dithianyl, trioxanyl, trithianyl, azepanyl, oxepanyl, thiepanyl, dihydrofuranyl, imidazolinyl, and dihydropyranyl.

[0050] A fused bicyclic heterocyclyl has a 4-7 membered heterocyclyl which shares twoadjacent ring atoms with a 4-7 membered heterocyclyl or a 3-7 membered cycloalkyl, i.e., a 4 to 7 membered heterocyclyl fused to a 4 to 7 membered heterocyclyl or a 3 to 7 membered carbocyclyl. Examples include cyclopropylpyrrolidinyl, cyclopentapyrrolidinyl, cyclopentapiperidinyl, cyclopentaazapanyl, cyclohexapyrrolidinyl, cyclohexapiperidinyl, cyclohexaazapanyl, cycloheptapyrrolidinyl, cycloheptapiperidinyl, cycloheptaazapanyl, pyranopyrrolidinyl, pyranopiperidinyl, pyranoazapanyl, and the like.

[0051] A bridged bicyclic heterocyclyl has 7-10 members and comprises a 5 to 7 memberedheterocyclyl which shares three ring atoms with a 5 to 7 membered heterocyclyl or a 5 to 7 11 ME1\56575384.v1 136867-01120 membered non-aromatic cycloalkyl. Examples of nitrogen containing bridged bicyclics include 8-azabicyclo[3.2.1]octanyl, azabicyclo[2.2.1]hepantyl, azabicyclo[3.2.1]octanyl, azabicyclo [3.3.1]nonanyl, diazabicyclo[2.2.1]hepantyl, diazabicyclo[3.2.1]octanyl and diazabicyclo [3.3.1]nonanyl. Examples of oxygen containing bridged bicyclics include oxobicyclo[2.2.1]hepantyl, oxobicyclo[3.2.1]octanyl, oxobicyclo [3.3.1]nonanyl, oxa- azabicyclo[2.2.1]hepantyl, oxa-azabicyclo[3.2.1]octanyl and oxa-azabicyclo [3.3.1]nonanyl.

[0052] The term “substituted”, whether preceded by the term “optionally” or not, refers to thereplacement of a hydrogen substituent in a given structure with a non-hydrogen substituent. Thus, for example, a substituted alkyl is an alkyl wherein at least one non-hydrogen substituent is in the place of a hydrogen substituent on the alkyl group. To illustrate, monofluoroalkyl is an alkyl substituted with a fluoro substituent, and difluoroalkyl is an alkyl substituted with two fluoro substituents. It should be recognized that if there is more than one substitution on a substituent, each non-hydrogen substituent can be identical or different (unless otherwise stated).

[0053] If a group is described as “optionally substituted”, the group can be either (1) notsubstituted or (2) substituted. If a group is described as optionally substituted with up to a particular number of non-hydrogen substituents, that group can be either (1) not substituted; or (2) substituted by up to that particular number of non-hydrogen substituents or by up to the maximum number of substitutable positions on the substituent, whichever is less. Thus, for example, if a group is described as a cycloalkyl optionally substituted with up to 3 non- hydrogen substituents, then any cycloalkyl with less than 3 substitutable positions would be optionally substituted by up to only as many non-hydrogen substituents as the cycloalkyl has substitutable positions.

[0054] The described compounds include all tautormeric forms.

[0055] Compounds having one or more chiral centers can exist in various stereoisomericforms, i.e., each chiral center can have an R or S configuration or can be a mixture of both. Stereoisomers are compounds that differ only in their spatial arrangement. Stereoisomers include all diastereomeric and enantiomeric forms of a compound. Enantiomers are stereoisomers that are non-superimposable mirror images of each other. Diastereomers are stereoisomers having two or more chiral centers that are not identical and are not mirror images of each other.

[0056] When the stereochemical configuration at a chiral center in a compound having one ormore chiral centers is depicted by its chemical name (e.g., where the configuration is indicated in the chemical name by “R” or “S”) or structure (e.g., the configuration is 12 ME1\56575384.v1 136867-01120 indicated by “wedge” bonds), the enrichment of the indicated configuration relative to the opposite configuration is greater than 50%, 60%, 70%, 80%, 90%, 99% or 99.9% “Enrichment of the indicated configuration relative to the opposite configuration” is a mole percent and is determined by dividing the number of compounds with the indicated stereochemical configuration at the chiral center(s) by the total number of all of the compounds with the same or opposite stereochemical configuration in a mixture.

[0057] When the stereochemical configuration at a chiral center in a compound having one ormore chiral centers is depicted by its chemical name (e.g., where the configuration is indicated in the chemical name by “R” or “S”) or structure (e.g., the configuration is indicated by “wedge” bonds), the enrichment of the indicated configuration relative to the opposite configuration is greater than 50%, 60%, 70%, 80%, 90%, 99% or 99.9% (except when the designation “rac” or “racemate accompanies the structure or name, as explained in the following two paragraphs). “Enrichment of the indicated configuration relative to the opposite configuration” is a mole percent and is determined by dividing the number of compounds with the indicated stereochemical configuration at the chiral center(s) by the total number of all of the compounds with the same or opposite stereochemical configuration in a mixture.

[0058] When a compound is designated by a name or structure that indicates a singleenantiomer, unless indicated otherwise, the compound is at least 60%, 70%, 80%, 90%, 99% or 99.9% optically pure (also referred to as “enantiomerically pure”). Optical purity is the weight in the mixture of the named or depicted enantiomer divided by the total weight in the mixture of both enantiomers.

[0059] When the stereochemistry of a disclosed compound is named or depicted by structure,and the named or depicted structure encompasses more than one stereoisomer (e.g., as in a diastereomeric pair), it is to be understood that, unless otherwise indicated, one of the encompassed stereoisomers or any mixture of the encompassed stereoisomers are included. It is to be further understood that the stereoisomeric purity of the named or depicted stereoisomers at least 60%, 70%, 80%, 90%, 99% or 99.9% by weight. The stereoisomeric purity in this case is determined by dividing the total weight in the mixture of the stereoisomers encompassed by the name or structure by the total weight in the mixture of all of the stereoisomers.

[0060] In cases where a compound provided herein is sufficiently basic or acidic to formstable nontoxic acid or base salts, preparation and administration of the compounds as pharmaceutically acceptable salts may be appropriate. Examples of pharmaceutically 13 ME1\56575384.v1 136867-01120 acceptable salts are organic acid addition salts formed with acids which form a physiological acceptable anion, for example, tosylate, methanesulfonate, acetate, citrate, malonate, tartarate, succinate, benzoate, ascorbate, α ketoglutarate, or α-glycerophosphate. Inorganic salts may also be formed, including hydrochloride, sulfate, nitrate, bicarbonate, and carbonate salts.

[0061] Pharmaceutically acceptable salts may be obtained using standard procedures wellknown in the art, for example by reacting a sufficiently basic compound such as an amine with a suitable acid affording a physiologically acceptable anion. Alkali metal (for example, sodium, potassium or lithium) or alkaline earth metal (for example calcium) salts of carboxylic acids can also be made.

[0062] Pharmaceutically-acceptable base addition salts can be prepared from inorganic andorganic bases. Salts from inorganic bases, can include but are not limited to, sodium, potassium, lithium, ammonium, calcium or magnesium salts. Salts derived from organic bases can include, but are not limited to, salts of primary, secondary or tertiary amines, such as alkyl amines, dialkyl amines, trialkyl amines, substituted alkyl amines, di(substituted alkyl) amines, tri(substituted alkyl) amines, alkenyl amines, dialkenyl amines, trialkenyl amines, substituted alkenyl amines, di(substituted alkenyl) amines, tri(substituted alkenyl) amines, cycloalkyl amines, di(cycloalkyl) amines, tri(cycloalkyl) amines, substituted cycloalkyl amines, disubstituted cycloalkyl amine, trisubstituted cycloalkyl amines, cycloalkenyl amines, di(cycloalkenyl) amines, tri(cycloalkenyl) amines, substituted cycloalkenyl amines, disubstituted cycloalkenyl amine, trisubstituted cycloalkenyl amines, aryl amines, diaryl amines, triaryl amines, heteroaryl amines, diheteroaryl amines, triheteroaryl amines, heterocycloalkyl amines, diheterocycloalkyl amines, triheterocycloalkyl amines, or mixed di- and tri-amines where at least two of the substituents on the amine can be different and can be alkyl, substituted alkyl, alkenyl, substituted alkenyl, cycloalkyl, substituted cycloalkyl, cycloalkenyl, substituted cycloalkenyl, aryl, heteroaryl, or heterocycloalkyl and the like. Also included are amines where the two or three substituents, together with the amino nitrogen, form a heterocycloalkyl or heteroaryl group. Non-limiting examples of amines can include, isopropylamine, trimethyl amine, diethyl amine, tri(iso- propyl) amine, tri(n-propyl) amine, ethanolamine, 2-dimethyl¬aminoethanol, trimethamine, lysine, arginine, histidine, caffeine, procaine, hydrabamine, choline, betaine, ethylenediamine, glucosamine, N-alkylglucamines, theobromine, purines, piperazine, piperidine, morpholine, or N-ethylpiperidine, and the like. Other carboxylic acid derivatives 14 ME1\56575384.v1 136867-01120 can be useful, for example, carboxylic acid amides, including carboxamides, lower alkyl carboxamides, or dialkyl carboxamides, and the like.

[0063] As used herein, the terms “treatment,” “treat,” and “treating” refer to reversing,alleviating, delaying the onset of, or inhibiting the progress of a disease or disorder, or one or more symptoms thereof, as described herein. In some aspects, treatment may be administered after one or more symptoms have developed, i.e, therapeutic treatment. In other aspects, treatment may be administered in the absence of symptoms. For example, treatment may be administered to a susceptible individual prior to the onset of symptoms (e.g, in light of a history of symptoms and / or in light of exposure to a particular organism, or other susceptibility factors), i.e, prophylactic treatment. Treatment may also be continued after symptoms have resolved, for example to delay their recurrence.

[0064] The compounds disclosed herein or pharmaceutically acceptable salts thereof can beused for reactivating mutated p53 in a subject in need thereof. The method comprises administering to the subject an effective amount of a compound disclosed herein or pharmaceutically acceptable salts thereof or a pharmaceutical composition disclosed herein. “Reactivating mutated p53” refers to increasing the ability of a mutated p53 protein to bind to DNA at physiologically relevant temperatures, where that mutated p53 protein has decreased ability to to DNA at physiologically relevant temperatures compared with wild type p53 protein. A subject in need of inhibition of p53 includes, for example, a subject with a cancer characterized by dysfunctional p53. A dysfunctional p53 includes, for example, p53 with an inactivating mutation and / or mutated p53 with decreased ability to bind to DNA at physiologically relevant temperatures compared with wild type p53 protein. Inactivating p53 mutations included Val143, His168, Arg175, Tyr220, Gly245, Arg248, Arg249, Phe270, Arg273, Arg282, and / or a combination thereof. Alternatively, the p53 mutation is V157F, R175H, Y220C, G245S, R248Q, R248W, R249S, R273H, R273C, R282W, and / or a combination thereof. In another alternative, the p53 mutation is Y220C.

[0065] Cancers which can be treated with the disclosed compounds or pharmaceuticallyacceptable salts thereof or pharmaceutically acceptable salts thereof or the disclosed pharmaceutical compositions include acute lymphoblastic leukemia, acute myeloid leukemia, adrenocortical carcinoma, AIDS-related cancers, AIDS-related lymphoma, anal cancer, bladder cancer, bone cancers, brain tumors, such as cerebellar astrocytoma, cerebral astrocytoma / malignant glioma, ependymoma, medulloblastoma, supratentorial primitive neuroectodermal tumors, visual pathway and hypothalamic glioma, breast cancer, central nervous system lymphoma, cerebellar astrocytoma, cervical cancer, colon cancer, gallbladder 15 ME1\56575384.v1 136867-01120 cancer, gastric cancer, head and neck cancer, heart cancer, hepatocellular (liver) cancer, kidney cancer, liver cancer, lung cancers, such as non-small cell and small cell lung cancer, ovarian cancer, ovarian epithelial cancer, ovarian germ cell tumor, pancreatic cancer, pancreatic cancer islet cell, prostate cancer, rectal cancer, renal cell carcinoma, skin cancers, skin carcinoma merkel cell, small intestine cancer or throat cancer.

[0066] In one aspect, the disclosed compounds or pharmaceutically acceptable salts thereofor disclosed pharmaceutical compositions can be part of a combination therapies with one or more other therapeutic agents.

[0067] In some embodiments, one or more other therapeutic agents can be an immunecheckpoint inhibitor. In some embodiments, the checkpoint inhibitors include but are not limited to anti programed cell death receptor-1 (aPD-1) monoclonal antibodies such as pembrolizumab, nivolumab, cemiplimab, or anti programed cell death receptor-1 ligand (aPD-L1) monoclonal antibodies such as atezolizumab, dostarlimab, durvalumab and avelumab, or anti cytotoxic T lymphocyte-associated antigen (anti-CTLA4) monoclonal antibodies such as ipilimumab and tremelimumab, or anti lymphocyte activated gene-3 (LAG-3) monoclonal antibodies such as relatlimab.

[0068] In some embodiments, one or more other therapeutic agent is an inhibitor ofinteraction between the two primary p53 suppressor proteins, MDMX and MDM2. Inhibitors of p53 suppression proteins being studied which may be used in the present invention include ALRN-6924 (Aileron), a stapled peptide that equipotently binds to and disrupts the interaction of MDMX and MDM2 with p53. ALRN-6924 is currently being evaluated in clinical trials for the treatment of AML, advanced myelodysplastic syndrome (MDS) and peripheral T-cell lymphoma (PTCL).

[0069] In some embodiments, one or more other therapeutic agent is an inhibitor ofinteraction between p53 and MDM2. Said MDM2 inhibitors include but are not limited to navtemadlin (AMG-232, KRG 232, Amgen), idasanutlin (RG7388, Hoffman‐La Roche), milademetan (RAIN-32), MK-8242 (Merck), SAR405838, NVP-CGM097, RG7112, and DS- 3032b.

[0070] In some embodiments, one or more other therapeutic agent is an MDM2 targetedprotein degrader such as MD-224.

[0071] In some embodiments, one or more other therapeutic agent is a Poly ADP ribosepolymerase (PARP) inhibitor. In some embodiments, a PARP inhibitor is selected from olaparib (LYNPARZA®, AstraZeneca); rucaparib (RUBRACA®, Clovis Oncology); 16 ME1\56575384.v1 136867-01120 niraparib (ZEJULA®, Tesaro); talazoparib (MDV3800 / BMN 673 / LT00673, Medivation / Pfizer / Biomarin); veliparib (ABT-888, Abb Vie); and BGB-290 (BeiGene, Inc.).

[0072] In some embodiments, one or more other therapeutic agent is a CDK inhibitor such asa CDK4 / CDK6 inhibitor. In some embodiments, a CDK 4 / 6 inhibitor is selected from Palbociclib (IBRANCE®, Pfizer); ribociclib (KISQALI®, Novartis); abemaciclib (Ly2835219, Eli Lilly); and trilaciclib (G1T28, Gl Therapeutics). In some embodiments, a CDK inhibitor is a CDK9 selective inhibitor selected from dinaciclib, AT-7519, P276-00, AZD-4573, alvocidib / flavopiridol, CYC065, atuveciclib, BAY-1251152, voruciclib or GFH009.

[0073] In some embodiments, one or more other therapeutic agent is an inhibitor ofantiapoptotic proteins, such as BCL-2. Approved anti-apoptotics which may be used in the present invention include venetoclax (VENCLEXTA®, AbbVie / Genentech); and blinatumomab (BLINCYTO®, Amgen). Other therapeutic agents targeting apoptotic proteins which have undergone clinical testing and may be used in the present invention include navitoclax (ABT-263, Abbott). Other therapeutic agents targeting BCL family proteins via E3 ligase-mediated target protein degradation may be used in the present invention.

[0074] In some embodiments, one or more other therapeutic agent is a platinum-basedtherapeutic, also referred to as platins. Platins cause cross-linking of DNA, such that they inhibit DNA repair and / or DNA synthesis, mostly in rapidly reproducing cells, such as cancer cells.

[0075] In some embodiments, a platinum-based therapeutic is selected from cisplatin(PLATINOL®, Bristol-Myers Squibb); carboplatin (PARAPLATIN®, Bristol-Myers Squibb; also, Teva; Pfizer); oxaliplatin (ELOXITIN® Sanofi-Aventis); nedaplatin (AQUPLA®, Shionogi), picoplatin (Poniard Pharmaceuticals); and satraplatin (JM-216, Agennix).

[0076] In some embodiments, one or more other therapeutic agent is a taxane compound,which causes disruption of microtubules, which are essential for cell division. In some embodiments, a taxane compound is selected from paclitaxel (TAXOL®, Bristol-Myers Squibb), docetaxel (TAXOTERE®, Sanofi-Aventis; DOCEFREZ®, Sun Pharmaceutical), albumin-bound paclitaxel (ABRAXANE®; Abraxis / Celgene), cabazitaxel (JEVTANA®, Sanofi-Aventis), and SID530 (SK Chemicals, Co.).

[0077] In some embodiments, one or more other therapeutic agent is a nucleoside inhibitor,or a therapeutic agent that interferes with normal DNA synthesis, protein synthesis, cell replication, or will otherwise inhibit rapidly proliferating cells. 17 ME1\56575384.v1 136867-01120

[0078] In some embodiments, a nucleoside inhibitor is selected from trabectedin (guanidinealkylating agent, YONDELIS®, Janssen Oncology), mechlorethamine (alkylating agent, VALCHLOR®, Aktelion Pharmaceuticals); vincristine (ONCOVIN®, Eli Lilly; VINCASAR®, Teva Pharmaceuticals; MARQIBO®, Talon Therapeutics); temozolomide (prodrug to alkylating agent 5-(3-methyltriazen-l-yl)-imidazole-4-carboxamide (MTIC) TEMODAR®, Merck); cytarabine injection (ara-C, antimetabolic cytidine analog, Pfizer); lomustine (alkylating agent, CEENU®, Bristol-Myers Squibb; GLEOSTINE®, NextSource Biotechnology); azacytidine (pyrimidine nucleoside analog of cytidine, VIDAZA®, Celgene); omacetaxine mepesuccinate. (cephalotaxine ester) (protein synthesis inhibitor, SYNRIBO®; Teva Pharmaceuticals); asparaginase Erwinia chrysanthemi (enzyme for depletion of asparagine, ELSPAR®, Lundbeck; ERWINAZE®, EElSA Pharma); eribulin mesylate (microtubule inhibitor, tubulin-based antimitotic, HALAVEN®, Eisai); cabazitaxel (microtubule inhibitor, tubulin-based antimitotic, JEVTANA®, Sanofi-Aventis); capacetrine (thymidylate synthase inhibitor, XELODA®, Genentech); bendamustine (bifunctional mechlorethamine derivative, believed to form interstrand DNA cross-links, TREANDA®, Cephalon / Teva); ixabepilone (semi-synthetic analog of epothilone B, microtubule inhibitor, tubulin-based antimitotic, IXEMPRA®, Bristol-Myers Squibb); nelarabine (prodrug of deoxyguanosine analog, nucleoside metabolic inhibitor, ARRANON®, Novartis); clorafabine (prodrug of ribonucleotide reductase inhibitor, competitive inhibitor of deoxycytidine, CLOLAR®, Sanofi-Aventis); and trifluridine and tipiracil (thymidinebased nucleoside analog and thymidine phosphorylase inhibitor, LONSEIRF®, Taiho Oncology).

[0079] In some embodiments, one or more other therapeutic agent is a phosphatidylinositol 3kinase (PI3K) inhibitor. In some embodiments, a PBK inhibitor is selected from idelalisib (ZYDELIG®, Gilead), alpelisib (BYL719, Novartis), taselisib (GDC-0032, Genentech / Roche); pictilisib (GDC-0941, Genentech / Roche); copanlisib (BAY806946, Bayer); duvelisib (formerly IPI-145, Infinity Pharmaceuticals); PQR309 (Piqur Therapeutics, Switzerland); and TGR1202(formerly RP5230, TG Therapeutics).

[0080] In some embodiments, one or more other therapeutic agent is a kinase inhibitor orVEGF-R antagonist. Approved VEGF inhibitors and kinase inhibitors useful in the present invention include: bevacizumab (AVASTIN®, Genentech / Roche) an anti-VEGF monoclonal antibody; ramucirumab (CYRAMZA®, Eli Lilly), an anti-VEGFR-2 antibody and ziv- aflibercept, also known as VEGF Trap (ZALTRAP®; Regeneron / Sanofi). VEGFR inhibitors, such as regorafenib (STIVARGA®, Bayer); vandetanib (CAPRELSA®, AstraZeneca); axitinib (INLYTA®, Pfizer); and lenvatinib (LENVIMA®, Eisai); Raf inhibitors, such as 18 ME1\56575384.v1 136867-01120 sorafenib (NEXAVAR®, Bayer AG and Onyx); dabrafenib (TAFINLAR®, Novartis); and vemurafenib (ZELBORAF®, Genentech / Roche); MEK inhibitors, such as cobimetanib (COTELLIC®, Exelexis / Genentech / Roche); trametinib (MEKINIST®, Novartis); Bcr-Abl tyrosine kinase inhibitors, such as imatinib (GLEEVEC®, Novartis); nilotinib (TASIGNA®, Novartis); dasatinib (SPRYCEL®, BristolMyersSquibb); bosutinib (BOSULIF®, Pfizer); and ponatinib (INCLUSIG®, Ariad Pharmaceuticals); Her2 and EGFR inhibitors, such as gefitinib (IRESSA®, AstraZeneca); erlotinib (TARCEEVA®, Genentech / Roche / Astellas); lapatinib (TYKERB®, Novartis); afatinib (GILOTRIF®, Boehringer Ingelheim); osimertinib (targeting activated EGFR, TAGRISSO®, AstraZeneca); and brigatinib (ALUNBRIG®, Ariad Pharmaceuticals); c-Met and VEGFR2 inhibitors, such as cabozanitib (COMETRIQ®, Exelexis); and multikinase inhibitors, such as sunitinib (SUTENT®, Pfizer); pazopanib (VOTRIENT®, Novartis); ALK inhibitors, such as crizotinib (XALKORI®, Pfizer); ceritinib (ZYKADIA®, Novartis); and alectinib (ALECENZa®, Genentech / Roche); Bruton’s tyrosine kinase inhibitors, such as ibrutinib (IMBRErVICA®, Pharmacyclics / Janssen); and Flt3 receptor inhibitors, such as midostaurin (RYE)APT®, Novartis).

[0081] Other kinase inhibitors and VEGF-R antagonists that are in development and may beused in the present invention include tivozanib (Aveo Pharmaecuticals); vatalanib (Bayer / Novartis); lucitanib (Clovis Oncology); dovitinib (TKI258, Novartis); Chiauanib (Chipscreen Biosciences); CEP-11981 (Cephalon); linifanib (Abbott Laboratories); neratinib (HKI-272, Puma Biotechnology); radotinib (SUPECT®, IY5511, Il-Yang Pharmaceuticals, S. Korea); ruxolitinib (JAKAFI®, Incyte Corporation); PTC299 (PTC Therapeutics); CP- 547,632 (Pfizer); foretinib (Exelexis, GlaxoSmithKline); quizartinib (Daiichi Sankyo) and motesanib (Amgen / Takeda).

[0082] In some embodiments, one or more other therapeutic agent is an mTOR inhibitor,which inhibits cell proliferation, angiogenesis and glucose uptake. In some embodiments, an mTOR inhibitor is everolimus (AFINITOR®, Novartis); temsirolimus (TORISEL®, Pfizer); and sirolimus (RAPAMUNE®, Pfizer).

[0083] In some embodiments, one or more other therapeutic agent is a proteasome inhibitor.Approved proteasome inhibitors useful in the present invention include bortezomib (VELCADE®, Takeda); carfilzomib (KYPROLIS®, Amgen); and ixazomib (NINLARO®, Takeda).

[0084] In some embodiments, one or more other therapeutic agent is a growth factorantagonist, such as an antagonist of platelet-derived growth factor (PDGF), or epidermal growth factor (EGF) or its receptor (EGFR). Approved PDGF antagonists which may be used 19 ME1\56575384.v1 136867-01120 in the present invention include olaratumab (LARTRUVO®; Eli Lilly). Approved EGFR antagonists which may be used in the present invention include cetuximab (ERBITUX®, Eli Lilly); necitumumab (PORTRAZZA®, Eli Lilly), panitumumab (VECTIBIX®, Amgen); and Osimertinib (targeting activated EGFR, TAGRISSO®, AstraZeneca).

[0085] In some embodiments, one or more other therapeutic agent is an aromatase inhibitor.In some embodiments, an aromatase inhibitor is selected from exemestane (AROMASIN®, Pfizer); anastazole (ARIMIDEX®, AstraZeneca) and letrozole (FEMARA®, Novartis).

[0086] In some embodiments, one or more other therapeutic agent is a folic acid inhibitor.Approved folic acid inhibitors useful in the present invention include pemetrexed (ALIMTA®, Eli Lilly).

[0087] In some embodiments, one or more other therapeutic agent is a topoisomeraseinhibitor. Approved topoisomerase inhibitors useful in the present invention include irinotecan (ONIVYDE®, Merrimack Pharmaceuticals); topotecan (HYCAMTIN®, GlaxoSmithKline). Topoisomerase inhibitors being studied which may be used in the present invention include pixantrone (PIXUVRI®, CTI Biopharma).

[0088] Pharmaceutical compositions are disclosed that include one or more compoundsprovided herein or a pharmaceutically acceptable salt thereof, and typically at least one additional substance, such as an excipient, a known therapeutic other than those of the disclosure, and combinations thereof. In some embodiments, the disclosed compounds or pharmaceutically acceptable salts thereof can be used in combination with other agents known to have beneficial activity targeting diseases or disorders listed above. For example, disclosed compounds or pharmaceutically acceptable salts thereof can be administered alone or in combination with one or more anti-cancer or antiviral agent.

[0089] The terms “administer”, “administering”, “administration”, and the like, as usedherein, refer to methods that may be used to enable delivery of compositions to the desired site of biological action. These methods include, but are not limited to, intraarticular (in the joints), intravenous, intramuscular, intratumoral, intradermal, intraperitoneal, subcutaneous, orally, topically, intrathecally, inhalationally, transdermally, rectally, and the like. Administration techniques that can be employed with the agents and methods described herein are found in e.g., Goodman and Gilman, The Pharmacological Basis of Therapeutics, current ed.; Pergamon; and Remington's, Pharmaceutical Sciences (current edition), Mack Publishing Co., Easton, Pa.

[0090] A “subject” is a mammal in need of medical treatment, preferably a human, but canalso be an animal in need of veterinary treatment, e.g., companion animals (e.g., dogs, cats, 20 ME1\56575384.v1 136867-01120 and the like), farm animals (e.g., cows, sheep, pigs, horses, and the like) and laboratory animals (e.g., rats, mice, guinea pigs, and the like).

[0091] The precise amount of compound or pharmaceutically acceptable salt thereofadministered to provide an “effective amount” to the subject will depend on the mode of administration, the type, and severity of the disease or condition, and on the characteristics of the subject, such as general health, age, sex, body weight, and tolerance to drugs. The skilled artisan will be able to determine appropriate dosages depending on these and other factors. When administered in combination with other therapeutic agents, e.g., when administered in combination with an anti-cancer or antiviral agent, an “effective amount” of any additional therapeutic agent(s) will depend on the type of drug used. Suitable dosages are known for approved therapeutic agents and can be adjusted by the skilled artisan according to the condition of the subject, the type of condition(s) being treated and the amount of a compound of the disclosure or a pharmaceutically acceptable salt thereof being used by following, for example, dosages reported in the literature and recommended in the Physician’s Desk Reference (57th ed., 2003).

[0092] The term “effective amount” means an amount when administered to the subjectwhich results in beneficial or desired results, including clinical results, e.g., inhibits, suppresses or reduces the symptoms of the condition being treated in the subject as compared to a control. For example, a therapeutically effective amount can be given in unit dosage form (e.g., 0.1 mg to about 50 g per day).

[0093] The particular mode of administration and the dosage regimen will be selected by theattending clinician, taking into account the particulars of the case (e.g. the subject, the disease, the disease state involved, the particular treatment, and whether the treatment is prophylactic). Treatment can involve daily or multi-daily or less than daily (such as weekly or monthly etc.) doses over a period of a few days to months, or even years.

[0094] The pharmaceutical composition of the disclosure is formulated to be compatible withits intended route of administration. In an embodiment, the composition is formulated in accordance with routine procedures as a pharmaceutical composition adapted for intravenous, subcutaneous, intramuscular, oral, intranasal, or topical administration to human beings. In preferred embodiments, the pharmaceutical composition is formulated for intravenous administration.

[0095] “Pharmaceutically acceptable excipient” and “pharmaceutically acceptable carrier”refer to a substance that aids the formulation and / or administration of an active agent to and / or absorption by a subject and can be included in the compositions of the disclosure 21 ME1\56575384.v1 136867-01120 without causing a significant adverse toxicological effect on the subject. Non-limiting examples of pharmaceutically acceptable excipients include water, NaCl, normal saline solutions, lactated Ringer’s, normal sucrose, normal glucose, binders, fillers, disintegrants, lubricants, coatings, sweeteners, flavors, salt solutions (such as Ringer’s solution), alcohols, oils, gelatins, carbohydrates such as lactose, amylose or starch, fatty acid esters, hydroxymethycellulose, polyvinyl pyrrolidine, and colors, and the like. Such preparations can be sterilized and, if desired, mixed with auxiliary agents such as lubricants, preservatives, stabilizers, wetting agents, emulsifiers, salts for influencing osmotic pressure, buffers, coloring, and / or aromatic substances and the like that do not deleteriously react with or interfere with the activity of the compounds provided herein. One of ordinary skill in the art will recognize that other pharmaceutical excipients are suitable for use with disclosed compounds. EXEMPLIFICATION

[0096] Unless otherwise specified, abbreviations used herein will have the meaning ascommonly used in the art, some of which are provided below: AcOH - acetic acid Aq. - Aqueous ACN – Acetonitrile BOC – tert-Butyloxycarbonyl Bn - Benzyl Boc2O –Di- tert-butyl dicarbonate br s – Broad singlet °C – degree Celsius CBz – benzyloxycarbonyl CDCl3 – Deuterated chloroform CD3CN – Deuterated acetonitrile CsF – Cesium fluoride d – Doublet dd – Doublet of doublet ^ – Delta DCE – 1,2-Dichloroethane DCM – Dichloromethane DIAD - Disopropyl azodicarboxylate 22 ME1\56575384.v1 136867-01120 DIBAL - Diisobutylaluminium hydride DIEA - Diisopropylethylamine DIPA – N,N-diisopropylamine DIPEA - Diisopropylethylamine DMAc or DMA – N, N-Dimethylacetamide DMAP – 4-Dimethylaminopyridine DMF – N, N-Dimethylformamide DMSO – Dimethyl sulfoxide DMSO–d6 – Deuterated dimethyl sulfoxide EDCI - 1-Ethyl-3-(3-dimethylaminopropyl)carbodiimide ESI – Electrospray ionization EtOH – ethanol EA – Ethyl acetate FA – Formic acid19F NMR – Fluorine-19 nuclear magnetic resonance g – Gram GCMS – Gas chromatography-mass spectrometry h or hr – Hour1H – Proton1H NMR – Proton nuclear magnetic resonance H2O – Water HCl – Hydrochloric acid HOBt – 1-Hydroxybenzotriazole HPLC – High performance liquid chromatography Hz – Hertz H2SO4 - Sulfuric acid J – Coupling constant K2CO3 – Potassium carbonateKOAc – Potassium acetateLCMS – Liquid chromatography mass spectrometry LDA – Lithium diisopropylamide LiHMDS - Lithium bis(trimethylsilyl)amide M+– Molecular ion m – Multiplet 23 ME1\56575384.v1 136867-01120 MeI – Methyl iodide MeOH – Methanol MeOD – deuterated methanol mg – Milligrams min – Minutes MHz – Mega Hertz (frequency) mL – Milliliters mm – Millimeters mmol – Millimoles MsCl – methanesulfonyl chloride MTBE – methyl t-butyl ether MS – Mass spectroscopy NaH – Sodium hydride Sat.NaHCO3- Saturated sodium hydrogencarbonate Na2SO4 - Sodium sulfate NBS – N-Bromosuccinimide Pd / C – Palladium on carbon Pd2(dba)3 - Tris(dibenzylideneacetone)dipalladium Pd(dppf)Cl2 – [1,1’-Bis(diphenylphosphino)ferrocene]dichloropalladium(II) PE – Petroleum ether % – Percentage pH – potential of Hydrogen ppm – Parts per million Py – Pyridine q – Quartet Rt – Retention time rt – room temperature s – Singlet t – Triplet TBAF – Tetrabutylammonium fluoride TBSCl - tert-Butyldimethylchlorosilane TEA – Triethylamine TFA - Trifluoroacetic acid THF – Tetrahydrofuran 24 ME1\56575384.v1 136867-01120 TLC – Thin layer chromatography TMEDA - N,N,N′,N′-Tetramethylethane-1,2-diamine Prep TLC – Preparative thin layer chromatography μL – Microliters μm – Millimeters μmol – Micromoles Xphos - dicyclohexyl[2′,4′,6′-tris(propan-2-yl)[1,1′-biphenyl]-2-yl]phosphane XantPhos - 9,9-Dimethyl-9H-xanthene-4,5-diyl)bis(diphenylphosphane

[0097] The following Examples serve to illustrate the invention without limiting its scope.

[0098] Intermediate 1

[0099] Step 1. 6-bromo-5-methoxy-N-methylpicolinamide

[0100] A mixture of 6-bromo-5-methoxypicolinic acid (500 mg, 2.2 mmol), methylamine(1.0 M in THF, 3.2 mL, 3.2 mmol), EDCI (620 mg, 3.2 mmol), HOBt (437 mg, 3.2 mmol) and DIEA (836 mg, 6.6 mmol) in DCM (10 mL) was stirred for 1 h at rt under nitrogen atmosphere. The reaction mixture was concentrated under reduced pressure. The residue was purified by silica gel column chromatography, eluted with MeOH in DCM (0%-12%) to afford 6-bromo-5-methoxy-N-methylpicolinamide (500 mg) as a solid. LCMS [M + H]+m / z: 245.1.

[0101] Step 2. Tert-butyl (3-methoxy-6-(methylcarbamoyl)pyridin-2-yl)carbamate

[0102] A mixture of 6-bromo-5-methoxy-N-methylpicolinamide (450 mg, 1.8 mmol),NH2Boc (430 mg, 3.6 mmol), Pd(OAc)2 (41 mg, 0.2 mmol), XPhos (175 mg, 0.4 mmol) and Cs2CO3(1.2 g, 3.6 mmol) in 1,4-dioxane (5 mL) was stirred for 2 h at 80 °C under nitrogen atmosphere. The reaction mixture was concentrated under reduced pressure. The residue was purified by silica gel column chromatography, eluted with MeOH in DCM (0%-15%) to afford tert-butyl (3-methoxy-6-(methylcarbamoyl)pyridin-2-yl)carbamate (500 mg) as a solid. LCMS [M + H]+m / z: 282.2. 25 ME1\56575384.v1 136867-01120

[0103] Step 3. Tert-butyl (3-methoxy-6-(methylcarbamoyl)pyridin-2-yl)(methyl)carbamate

[0104] To a stirred mixture of tert-butyl (3-methoxy-6-(methylcarbamoyl)pyridin-2-yl)carbamate (500 mg, 1.8 mmol) and Cs2CO3(1.2 g, 3.6 mmol) in DMF (10 mL) was added MeI (404 mg, 2.8 mmol) at rt under nitrogen atmosphere. The resulting mixture was stirred for 1 h at rt under nitrogen atmosphere. The reaction mixture was diluted with water (200 mL). The resulting mixture was extracted with EA (3 × 200 mL). The combined organic layers were dried over anhydrous Na2SO4. After filtration, the filtrate was concentrated under reduced pressure. The residue was purified by silica gel column chromatography, eluted with MeOH in DCM (0%-12%) to afford tert-butyl (3-methoxy-6-(methylcarbamoyl)pyridin-2- yl)(methyl)carbamate (500 mg) as a solid. LCMS [M + H]+m / z: 296.2.

[0105] Step 4. 5-hydroxy-N-methyl-6-(methylamino)picolinamide

[0106] A mixture of tert-butyl (3-methoxy-6-(methylcarbamoyl)pyridin-2-yl)(methyl)carbamate (460 mg, 1.6 mmol) and AlCl3(4.2 g, 32 mmol) in DCM (10 mL) was stirred at 50 °C for 16 h under nitrogen atmosphere. The reaction mixture was diluted with water (100 mL). The resulting mixture was extracted with EA (3 × 100 mL). The combined organic layers were dried over anhydrous Na2SO4. After filtration, the filtrate was concentrated under reduced pressure. The residue was purified by reversed-phase flash chromatography with the following conditions: column, C18 silica gel; mobile phase, ACN in water (10 mmol / L NH4HCO3), 20% to 60% gradient in 30 min; detector, UV 254 / 220 nm. This resulted in 5-hydroxy-N-methyl-6-(methylamino)picolinamide (170 mg) as a solid. LCMS [M + H]+m / z: 182.2.

[0107] Intermediate 2: 5-hydroxy-6-methoxy-N-methylpicolinamide

[0108] Step 1. 5-hydroxy-6-methoxy-N-methylpicolinamide

[0109] A solution of methyl 5-hydroxy-6-methoxypicolinate (450 mg, 2.5 mmol) inmethanamine (33 wt% in EtOH, 7 mL) was stirred at 80 °C for 16 h. The resulting mixture was concentrated under reduced pressure. The residue was purified by reversed-phase flash chromatography with the following conditions: column, C18 silica gel; mobile phase, ACN in water (0.1% FA), 5% to 30% gradient in 30 min; detector, UV 254 nm. This resulted in 5- hydroxy-6-methoxy-N-methylpicolinamide (410 mg) as a solid. LCMS [M + H]+m / z: 183.1.

[0110] Intermediate 3: 2-hydroxy-N-methyl-5-(methylsulfonyl)benzamide26 ME1\56575384.v1 136867-01120

[0111] Step 1. 2-methoxy-N-methyl-5-(methylsulfonyl)benzamide

[0112] A mixture of 2-methoxy-5-(methylsulfonyl)benzoic acid (600 mg, 2.6 mmol),methanamine hydrochloride (264 mg, 3.9 mmol), EDCI (750 mg, 3.9 mmol), HOBt (528 mg, 3.9 mmol) and DIEA (1.0 g, 7.8 mmol) in DCM (10 mL) was stirred at rt for 4 h under nitrogen atmosphere. The reaction mixture was concentrated under reduced pressure. The residue was purified by silica gel column chromatography, eluted with MeOH in DCM (0%- 12%) to afford 2-methoxy-N-methyl-5-(methylsulfonyl)benzamide (580 mg) as a solid. LCMS [M + H]+m / z: 244.0.

[0113] Step 2. 2-hydroxy-N-methyl-5-(methylsulfonyl)benzamide

[0114] To a stirred mixture of 2-methoxy-N-methyl-5-(methylsulfonyl)benzamide (400 mg,1.6 mmol) in DCM (10 mL) was added BBr3(1.0 M in DCM, 3.2 mL, 3.2 mmol) dropwise at 0 °C under nitrogen atmosphere. The resulting mixture was stirred at rt for 4 h under nitrogen atmosphere. The reaction was quenched by the addition of MeOH (1 mL) at rt. The resulting mixture was diluted with water (50 mL). The aq. layer was separated and washed with DCM (3 × 60 mL). The aq. layer was concentrated under reduced pressure. This resulted in 2-hydroxy-N-methyl-5-(methylsulfonyl)benzamide (280 mg) as a solid. LCMS [M + H]+m / z: 230.3.

[0115] Intermediate 4: Tert-butyl (6-(dimethylphosphoryl)-3-hydroxypyridin-2-yl)(methyl)carbamate

[0116] Step 1. 3-(benzyloxy)-6-bromo-2-nitropyridine

[0117] To a stirred mixture of 6-bromo-2-nitropyridin-3-ol (27.4 g, 125 mmol) and K2CO3(34.6 g, 250 mmol) in DMF (250 mL) was added BnBr (23.5 g, 138 mmol) at rt under nitrogen atmosphere. The resulting mixture was stirred at 60 °C for 3 h under nitrogen atmosphere. The reaction mixture was diluted with water (2 L). The resulting mixture was 27 ME1\56575384.v1 136867-01120 extracted with EA (3 × 2 L). The combined organic layers were washed with brine (2 × 2 L), dried over anhydrous Na2SO4. After filtration, the filtrate was concentrated under reduced pressure. The residue was purified by trituration with EA in PE (20%) and the filter cake was washed with PE (3 × 100 mL). This resulted in 3-(benzyloxy)-6-bromo-2-nitropyridine (37 g) as a solid. LCMS [M + H]+m / z: 308.9.

[0118] Step 2. (5-(benzyloxy)-6-nitropyridin-2-yl)dimethylphosphine oxide

[0119] A mixture of 3-(benzyloxy)-6-bromo-2-nitropyridine (1.5 g, 4.9 mmol),dimethylphosphine oxide (568 mg, 7.3 mmol), Pd(OAc)2 (218 mg, 1.0 mmol), XantPhos (562 mg, 1.0 mmol) and DIEA (1.9 g, 14.7 mmol) in DMF (15 mL) was stirred at 80 °C for 40 min under nitrogen atmosphere. The resulting mixture was concentrated under reduced pressure. The residue was purified by silica gel column chromatography, eluted with MeOH in DCM (0%-10%) to afford (5-(benzyloxy)-6-nitropyridin-2-yl)dimethylphosphine oxide (950 mg) as a solid. LCMS [M + H]+m / z: 307.2.

[0120] Step 3. (6-amino-5-(benzyloxy)pyridin-2-yl)dimethylphosphine oxide

[0121] A mixture of (5-(benzyloxy)-6-nitropyridin-2-yl)dimethylphosphine oxide (900 mg, 3mmol), Fe powder (820 mg, 15 mmol) and NH4Cl (1.6 g, 30 mmol) in EtOH (8 mL) and H2O (2 mL) was stirred at 80 °C for 1 h. The resulting mixture was filtered and the filtrate was concentrated under reduced pressure. The residue was purified by silica gel column chromatography, eluted with MeOH in DCM (0%-10%) to afford (6-amino-5- (benzyloxy)pyridin-2-yl)dimethylphosphine oxide (700 mg) as a solid. LCMS [M + H]+m / z: 277.1.

[0122] Step 4. Tert-butyl (3-(benzyloxy)-6-(dimethylphosphoryl)pyridin-2-yl)carbamate

[0123] A mixture of (6-amino-5-(benzyloxy)pyridin-2-yl)dimethylphosphine oxide (600 mg,2.2 mmol), DMAP (796 mg, 6.6 mmol) and Boc2O (1.4 g, 6.6 mmol) in ACN (10 mL) was stirred at rt for 2 h. The resulting mixture was concentrated under reduced pressure. The residue was dissolved in MeOH (10 mL) and K2CO3 (600 mg, 4.4 mmol) was added to the mixture at rt. The resulting mixture was stirred at 25 °C for additional 2 h. The reaction mixture was concentrated under reduced pressure. The residue was purified by silica gel column chromatography, eluted with MeOH in DCM (0%-10%) to afford tert-butyl (3- (benzyloxy)-6-(dimethylphosphoryl)pyridin-2-yl)carbamate (380 mg) as a solid. LCMS [M + H]+m / z: 377.2.

[0124] Step 5. Tert-butyl (3-(benzyloxy)-6-(dimethylphosphoryl)pyridin-2-yl)(methyl)carbamate 28 ME1\56575384.v1 136867-01120

[0125] To a stirred mixture of tert-butyl (3-(benzyloxy)-6-(dimethylphosphoryl)pyridin-2-yl)carbamate (9 g, 12 mmol) and Cs2CO3 (7.8 g, 24 mmol) in DMF (90 mL) was added MeI (1.1 mL, 18 mmol) dropwise at 0 °C under nitrogen atmosphere. The resulting mixture was stirred at rt for 3 h under nitrogen atmosphere. The reaction mixture was extracted with EA (3 × 300 mL). The combined organic layers were washed with brine (3 × 50 mL), dried over anhydrous Na2SO4. After filtration, the filtrate was concentrated under reduced pressure. The residue was purified by reversed-phase flash chromatography with the following conditions: column, C18 silica gel; mobile phase, ACN in water (10 mmol / L NH4HCO3), 10% to 50% gradient in 30 min; detector, UV 254 nm. This resulted in tert-butyl (3-(benzyloxy)-6- (dimethylphosphoryl)pyridin-2-yl)(methyl)carbamate (3.8 g) as an oil. LCMS [M + H]+m / z: 391.2.

[0126] Step 6. Tert-butyl (6-(dimethylphosphoryl)-3-hydroxypyridin-2-yl)(methyl)carbamate

[0127] To a solution of tert-butyl (3-(benzyloxy)-6-(dimethylphosphoryl)pyridin-2-yl)(methyl)carbamate (3.7 g, 9.5 mmol) in MeOH (30 mL) and THF (30 mL) was added Pd / C (10 wt%, 736 mg) under nitrogen atmosphere in a 250 mL vial. The mixture was hydrogenated at rt for 1 h under hydrogen atmosphere using a hydrogen balloon. The resulting mixture was filtered and the filter cake was washed with MeOH (3 × 50 mL). The filtrate was concentrated under reduced pressure to afford tert-butyl (6-(dimethylphosphoryl)- 3-hydroxypyridin-2-yl)(methyl)carbamate (2.7 g) as an oil. LCMS [M + H]+m / z: 301.2.

[0128] Intermediate 5: Tert-butyl (6-(dimethylphosphoryl)-3-(prop-2-yn-1-yloxy)pyridin-2-yl)(methyl)carbamate

[0129] Step 1. Tert-butyl (3-(benzyloxy)-6-(dimethylphosphoryl)pyridin-2-yl)(methyl)carbamate

[0130] To a stirred mixture of tert-butyl (3-(benzyloxy)-6-(dimethylphosphoryl)pyridin-2-yl)carbamate (9 g, 12 mmol) and Cs2CO3 (7.8 g, 23.9 mmol) in DMF (90 mL) was added MeI (1.1 mL, 17.9 mmol) dropwise at 0 °C under nitrogen atmosphere. The resulting mixture 29 ME1\56575384.v1 136867-01120 was stirred at rt for 3 h under nitrogen atmosphere. The reaction mixture was diluted with water and extracted with EA (3 × 300 mL). The combined organic layers were washed with brine (3 × 50 mL), dried over anhydrous Na2SO4. After filtration, the filtrate was concentrated under reduced pressure. The residue was purified by reversed-phase flash chromatography with the following conditions: column, C18 silica gel; mobile phase, ACN in water (10 mmol / L NH4HCO3), 10% to 50% gradient in 30 min; detector, UV 254 nm. This resulted in tert-butyl (3-(benzyloxy)-6-(dimethylphosphoryl)pyridin-2-yl)(methyl)carbamate (3.8 g) as an oil. LCMS [M + H]+m / z: 391.1.

[0131] Step 2. Tert-butyl (6-(dimethylphosphoryl)-3-hydroxypyridin-2-yl)(methyl)carbamate

[0132] To a stirred solution of tert-butyl (3-(benzyloxy)-6-(dimethylphosphoryl)pyridin-2-yl)(methyl)carbamate (3.7 g, 9.5 mmol) in MeOH (30 mL) and THF (30 mL) was added Pd / C (10 wt%, 736.2 mg) under nitrogen atmosphere in a 250 mL vial. The mixture was hydrogenated at rt for 1 h under hydrogen atmosphere using a hydrogen balloon. The resulting mixture was filtered and the filter cake was washed with MeOH (3 × 50 mL). The filtrate was concentrated under reduced pressure to afford tert-butyl (6-(dimethylphosphoryl)- 3-hydroxypyridin-2-yl)(methyl)carbamate (2.7 g) as an oil. LCMS [M + H]+m / z: 301.1.

[0133] Step 3. Tert-butyl (6-(dimethylphosphoryl)-3-(prop-2-yn-1-yloxy)pyridin-2-yl)(methyl)carbamate

[0134] To a stirred mixture of tert-butyl (6-(dimethylphosphoryl)-3-hydroxypyridin-2-yl)(methyl)carbamate (1.4 g, 4.7 mmol) and Cs2CO3(3 g, 9.3 mmol) in DMF (14 mL) was added 3-bromoprop-1-yne (831.9 mg, 7 mmol) dropwise at rt. The resulting mixture was stirred at 80 °C for 1 h. The reaction mixture was diluted with water and extracted with CHCl3 / IPA (v / v = 3 / 1, 3 × 150 mL). The combined organic layers were washed with brine (3 × 30 mL), dried over anhydrous Na2SO4. After filtration, the filtrate was concentrated under reduced pressure. The residue was purified by silica gel column chromatography, eluted with MeOH in DCM (0%-15%) to afford tert-butyl (6-(dimethylphosphoryl)-3-(prop- 2-yn-1-yloxy)pyridin-2-yl)(methyl)carbamate (1.9 g) as an oil. LCMS [M + H]+m / z: 339.1.

[0135] Intermediate 6: Tert-butyl (5-((tert-butoxycarbonyl)oxy)-2-(methylsulfonyl)pyridin-4-yl)(methyl)carbamate 30 ME1\56575384.v1 136867-01120

[0136] Step 1. Methyl 5-((tert-butoxycarbonyl)amino)-6-methoxynicotinate

[0137] To a stirred solution of methyl 5-bromo-6-methoxynicotinate (4.4 g, 17.9 mmol) andNH2Boc (3.1 g, 26.8 mmol) in 1,4-dioxane (100 mL) were added Pd2(dba)3(1.6 g, 1.8 mmol), XantPhos (2.1 g, 3.6 mmol) and Cs2CO3 (17.5 g, 53.6 mmol) at rt. The resulting mixture was stirred for 5 h at 80 °C under nitrogen atmosphere. The reaction mixture was filtered, the filter cake was washed with EA (3 × 50 mL). The filtrate was concentrated under reduced pressure. The residue was purified by silica gel column chromatography, eluted with EA in PE (0%-25%) to afford methyl 5-((tert-butoxycarbonyl)amino)-6-methoxynicotinate (4.2 g) as a solid. LCMS [M + H]+m / z: 283.1.

[0138] Step 2. Methyl 5-((tert-butoxycarbonyl)(methyl)amino)-6-methoxynicotinate

[0139] To a stirred mixture of methyl 5-((tert-butoxycarbonyl)amino)-6-methoxynicotinate(4.2 g, 14.9 mol) and Cs2CO3(5.3 g, 16.4 mol) in DMF (50 mL) was added CH3I (4.2 g, 29.7 mmol) dropwise at 0 °C. The resulting mixture was stirred for 3 h at rt. The reaction mixture was filtered, the filter cake was washed with EA (3 × 50 mL). The filtrate was concentrated under reduced pressure. The residue was purified by silica gel column chromatography, eluted with EA in PE (0%-30%) to afford methyl 5-((tert-butoxycarbonyl)(methyl)amino)-6- methoxynicotinate (4.3 g) as an oil. LCMS [M + H]+m / z: 297.1.

[0140] Step 3. Tert-butyl (2-methoxy-5-(methylcarbamoyl)pyridin-3-yl)(methyl)carbamate

[0141] A mixture of methyl 5-((tert-butoxycarbonyl)(methyl)amino)-6-methoxynicotinate(3.8 g, 12.8 mmol) in CH3NH2 (30 wt% in EtOH, 40 mL) was stirred for 4 h at 60 °C. The reaction mixture was concentrated under reduced pressure. The residue was purified by silica gel column chromatography, eluted with MeOH in DCM (0%-15%)) to afford tert-butyl (2- methoxy-5-(methylcarbamoyl)pyridin-3-yl)(methyl)carbamate (4 g) as a solid. LCMS [M + H]+m / z: 296.1.

[0142] Step 4. 6-hydroxy-N-methyl-5-(methylamino)nicotinamide31 ME1\56575384.v1 136867-01120

[0143] To a stirred solution of tert-butyl (2-methoxy-5-(methylcarbamoyl)pyridin-3-yl)(methyl)carbamate (3.8 g, 12.9 mmol) in DCM (40 mL) was added BBr3 (1 M in DCM, 128.7 mL, 128.7 mmol) dropwise at 0 °C under nitrogen atmosphere. The resulting mixture was stirred at rt for 6 h under nitrogen atmosphere. To the above mixture was added BBr3(1 M in DCM, 64.3 mL, 64.3 mmol) dropwise at 0 °C and stirred at rt for additional 10 h. The reaction was quenched with MeOH (100 mL) at 0 °C. The resulting mixture was concentrated under reduced pressure. The residue was purified by reversed-phase flash chromatography with the following conditions: column, C18 silica gel; mobile phase, ACN in water (10 mmol / L NH4HCO3), 5% to 20% gradient in 30 min; detector, UV 254 nm. This resulted in 6- hydroxy-N-methyl-5-(methylamino)nicotinamide (1.8 g) as a solid. LCMS [M + H]+m / z: 182.0.

[0144] Step 5. Tert-butyl (2-hydroxy-5-(methylcarbamoyl)pyridin-3-yl)(methyl)carbamate

[0145] A solution of 6-hydroxy-N-methyl-5-(methylamino)nicotinamide (300 mg, 1.7mmol), DMAP (505.7 mg, 4.1 mmol) and Boc2O (379.4 mg, 1.7 mmol) in ACN (3 mL) was stirred at rt for 16 h. The reaction mixture was concentrated under reduced pressure. The residue was purified by reversed-phase flash chromatography with the following conditions: column, C18 silica gel; mobile phase, ACN in water (10 mmol / L NH4HCO3), 5% to 30% gradient in 20 min; detector, UV 254 nm. This resulted in tert-butyl (2-hydroxy-5- (methylcarbamoyl)pyridin-3-yl)(methyl)carbamate (46 mg) as a solid. LCMS [M + H]+m / z: 282.2.

[0146] Intermediate 7: Tert-butyl (5-hydroxy-2-(methylsulfonyl)pyridin-4-yl)(methyl)carbamate

[0147] Step 1. Tert-butyl (2-chloro-5-methoxypyridin-4-yl)carbamate

[0148] A mixture of 4-bromo-2-chloro-5-methoxypyridine (3 g, 13.5 mmol), NH2Boc (1.7 g,14.8 mmol), Pd(OAc)2(314 mg, 1.4 mmol), Cs2CO3(8.8 g, 27.0 mmol) and XPhos (1.3 g, 2.7 mmol) in 1,4-dioxane (30 mL) was stirred at 90 °C for 2 h under nitrogen atmosphere. 32 ME1\56575384.v1 136867-01120 The resulting mixture was filtered, the filter cake was washed with EA (2 × 30 mL). The filtrate was concentrated under reduced pressure. The residue was purified by reversed-phase flash chromatography with the following conditions: column, C18 silica gel; mobile phase, ACN in water (10 mmol / L NH4HCO3), 30% to 60% gradient in 30 min; detector, UV 254 nm. This resulted in tert-butyl (2-chloro-5-methoxypyridin-4-yl)carbamate (2.2 g) as a solid. LCMS [M + H]+m / z: 259.1.

[0149] Step 2. Tert-butyl (2-chloro-5-methoxypyridin-4-yl)(methyl)carbamate

[0150] To a stirred mixture of tert-butyl (2-chloro-5-methoxypyridin-4-yl)carbamate (2.2 g,8.5 mmol) and Cs2CO3 (5.5 g, 17.1 mmol) in DMF (24 mL) was added CH3I (1.5 g, 10.2 mmol) dropwise at 0 °C. The reaction mixture was stirred at rt for 2 h under nitrogen atmosphere. To the above mixture was added water (50 mL). The resulting mixture was extracted with EA (3 × 30 mL). The combined organic layers were washed with brine (3 × 50 mL), dried over anhydrous Na2SO4. After filtration, the filtrate was concentrated under reduced pressure. The residue was purified by silica gel column chromatography, eluted with EA in PE (0%-30%) to afford tert-butyl (2-chloro-5-methoxypyridin-4-yl)(methyl)carbamate (2.1 g) as a solid. LCMS [M + H]+m / z: 273.2.

[0151] Step 3. Tert-butyl (5-methoxy-2-(methylthio)pyridin-4-yl)(methyl)carbamate

[0152] Under nitrogen atmosphere, to a stirred solution of tert-butyl (2-chloro-5-methoxypyridin-4-yl)(methyl)carbamate (2 g, 7.3 mmol) in 1,4-dioxane (20 mL) was added NaSMe (5.2 g, 73.3 mmol) in portions at rt. The reaction mixture was stirred at 110 °C for 72 h. The reaction was quenched by the addition of sat. NaHCO3(aq., 20 mL) at 0 °C. The resulting mixture was extracted with EA (3 × 20 mL). The combined organic layers were washed with brine (2 × 20 mL), dried over anhydrous Na2SO4. After filtration, the filtrate was concentrated under reduced pressure. The residue was purified by reversed-phase flash chromatography with the following conditions: column, C18 silica gel; mobile phase, ACN in water (10 mmol / L NH4HCO3), 10% to 40% gradient in 30 min; detector, UV 254 nm. This resulted in tert-butyl (5-methoxy-2-(methylthio)pyridin-4-yl)(methyl)carbamate (1 g) as a solid. LCMS [M + H]+m / z: 285.3.

[0153] Step 4. Tert-butyl (5-methoxy-2-(methylsulfonyl)pyridin-4-yl)(methyl)carbamate

[0154] To a stirred solution of tert-butyl (5-methoxy-2-(methylthio)pyridin-4-yl)(methyl)carbamate (1 g, 3.5 mmol) in DCM (20 mL) was added m-CPBA (1 g, 5.6 mmol) in portions at 0 °C under nitrogen atmosphere. The resulting mixture was stirred at rt for 1 h under nitrogen atmosphere. The reaction was quenched by the addition of sat. NaHCO3 (aq., 20 mL) at 0 °C. The resulting mixture was extracted with DCM (3 × 50 mL). The combined 33 ME1\56575384.v1 136867-01120 organic layers were washed with water (2 × 50 mL), dried over anhydrous Na2SO4. After filtration, the filtrate was concentrated under reduced pressure. The residue was purified by silica gel column chromatography, eluted with EA in PE (0%-60%) to afford tert-butyl (5- methoxy-2-(methylsulfonyl)pyridin-4-yl)(methyl)carbamate (370 mg) as a solid. LCMS [M + H]+m / z: 317.3.

[0155] Step 5. 4-(methylamino)-6-(methylsulfonyl)pyridin-3-ol

[0156] A solution of tert-butyl (5-methoxy-2-(methylsulfonyl)pyridin-4-yl)(methyl)carbamate (200 mg, 0.6 mmol) in HBr (48 wt% in HOAc, 2.4 mL) and HOAc (1.8 mL) was stirred at 110 °C for 5 days. The reaction mixture was adjusted to pH 6 with 6 N NaOH (aq.). The resulting mixture was extracted with EA (3 × 20 mL). The combined organic layers were washed with brine (10 mL), dried over anhydrous Na2SO4. After filtration, the filtrate was concentrated under reduced pressure to afford 4-(methylamino)-6- (methylsulfonyl)pyridin-3-ol (260 mg, crude) as a solid, which was used in the next step directly without further purification.. LCMS [M + H]+m / z: 203.2.

[0157] Step 6. Tert-butyl (5-((tert-butoxycarbonyl)oxy)-2-(methylsulfonyl)pyridin-4-yl)(methyl)carbamate

[0158] To a stirred solution of 4-(methylamino)-6-(methylsulfonyl)pyridin-3-ol (240 mg, 1.2mmol) and (Boc)2O (777 mg, 3.6 mmol) in DCM (6 mL) were added TEA (360.3 mg, 3.6 mmol) and DMAP (14.5 mg, 0.1 mmol) at rt. The resulting mixture was stirred at rt for 2 h. The reaction mixture was concentrated under reduced pressure. The residue was purified by silica gel column chromatography, eluted with EA in PE (0%-60%) to afford tert-butyl (5- ((tert-butoxycarbonyl)oxy)-2-(methylsulfonyl)pyridin-4-yl)(methyl)carbamate (250 mg) as an oil. LCMS [M + H]+m / z: 403.2.

[0159] Step 7. Tert-butyl (5-hydroxy-2-(methylsulfonyl)pyridin-4-yl)(methyl)carbamate

[0160] A mixture of tert-butyl (5-((tert-butoxycarbonyl)oxy)-2-(methylsulfonyl)pyridin-4-yl)(methyl)carbamate (240 mg, 0.6 mmol) and LiOH (57.1 mg, 2.4 mmol) in THF (4 mL) and H2O (1 mL) was stirred at rt for 2 h. The resulting mixture was concentrated under reduced pressure. The residue was purified by reversed-phase flash chromatography with the following conditions: column, C18 silica gel; mobile phase, ACN in water (10 mmol / L FA), 20% to 50% gradient in 30 min; detector, UV 254 nm. This resulted in tert-butyl (5-hydroxy- 2-(methylsulfonyl)pyridin-4-yl)(methyl)carbamate (150 mg) as a solid. LCMS [M + H]+m / z: 303.0.

[0161] Intermediate 8: Tert-butyl (2,2-difluoroethyl)(3-hydroxy-6-(methylcarbamoyl)pyridin-2-yl)carbamate 34 ME1\56575384.v1 136867-01120

[0162] Step 1. Methyl 5-(benzyloxy)-6-((tert-butoxycarbonyl)(2,2-difluoroethyl)amino)picolinate

[0163] A mixture of methyl 5-(benzyloxy)-6-((tert-butoxycarbonyl)amino)picolinate (480mg, 1.4 mmol) and Cs2CO3 (872.8 mg, 2.7 mmol) in DMF (5 mL) was stirred at rt for 20 min. To the above mixture was added 2,2-difluoroethyl trifluoromethanesulfonate (315.5 mg, 1.5 mmol) dropwise at 0 °C. The resulting mixture was stirred at rt for additional 16 h. The reaction was quenched by the addition of sat. NH4Cl (aq., 20 mL) at 0 °C and then diluted with water (20 mL). The resulting mixture was extracted with EA (3 × 20 mL). The combined organic layers were washed with brine (3 × 20 mL), dried over anhydrous Na2SO4. After filtration, the filtrate was concentrated under reduced pressure. The residue was purified by silica gel column chromatography, eluted with EA in PE (0%-40%) to afford methyl 5- (benzyloxy)-6-((tert-butoxycarbonyl)(2,2-difluoroethyl)amino)picolinate (420 mg) as an oil. LCMS [M + H]+m / z: 423.1.

[0164] Step 2. Tert-butyl (3-(benzyloxy)-6-(methylcarbamoyl)pyridin-2-yl)(2,2-difluoroethyl)carbamate

[0165] A solution of methyl 5-(benzyloxy)-6-((tert-butoxycarbonyl)(2,2-difluoroethyl)amino)picolinate (400 mg, 1.0 mmol) in CH3NH2 (30 wt% in EtOH, 4 mL) was stirred at 60 °C for 2 h. The resulting mixture was concentrated under reduced pressure. The residue was purified by reversed-phase flash chromatography with the following conditions: column, C18 silica gel; mobile phase, ACN in water (10 mmol / L NH4HCO3), 40% to 70% gradient in 25 min; detector, UV 254 nm. This resulted in tert-butyl (3-(benzyloxy)-6- (methylcarbamoyl)pyridin-2-yl)(2,2-difluoroethyl)carbamate (260 mg) as a solid. LCMS [M + H]+m / z: 422.2.

[0166] Step 3. Tert-butyl (2,2-difluoroethyl)(3-hydroxy-6-(methylcarbamoyl)pyridin-2-yl)carbamate

[0167] To a stirred solution of tert-butyl (3-(benzyloxy)-6-(methylcarbamoyl)pyridin-2-yl)(2,2-difluoroethyl)carbamate (80 mg, 0.2 mmol) in THF (1 mL) and MeOH (1 mL) was added Pd / C (10 wt%, 16 mg, 0.2 mmol) in portions at rt under nitrogen atmosphere. The reaction mixture was stirred at rt for 1 h under hydrogen atmosphere. The resulting mixture was filtered, the filter cake was washed with THF (3 × 5 mL). The filtrate was concentrated 35 ME1\56575384.v1 136867-01120 under reduced pressure. The residue was purified by reversed-phase flash chromatography with the following conditions: column, C18 silica gel; mobile phase, ACN in water (10 mmol / L NH4HCO3), 10% to 40% gradient in 25 min; detector, UV 254 nm. This resulted in tert-butyl (2,2-difluoroethyl)(3-hydroxy-6-(methylcarbamoyl)pyridin-2-yl)carbamate (30 mg) as a solid. LCMS [M + H]+m / z: 332.1.

[0168] Intermediate 9: Tert-butyl (5-(N-(tert-butoxycarbonyl)-S-methylsulfonimidoyl)-2-hydroxyphenyl)(methyl)carbamate

[0169] Step 1. 1-(benzyloxy)-4-bromo-2-nitrobenzene

[0170] To a stirred mixture of 4-bromo-2-nitrophenol (10 g, 45.9 mmol) and Cs2CO3 (29.9 g,91.7 mmol) in DMF (200 mL) was added (bromomethyl)benzene (5.7 mL, 48.2 mmol) dropwise at rt. The resulting mixture was stirred at rt for 16 h. The reaction mixture was diluted with water (400 mL) and extracted with EA (3 × 500 mL). The combined organic layers were washed with brine (500 mL), dried over anhydrous Na2SO4. After filtration, the filtrate was concentrated under reduced pressure. The residue was purified by silica gel column chromatography, eluted with EA in PE (0%-40%) to afford 1-(benzyloxy)-4-bromo- 2-nitrobenzene (11.8 g) as a solid. LCMS [M + H]+m / z: 307.9.

[0171] Step 2. (4-(benzyloxy)-3-nitrophenyl)(methyl)sulfane

[0172] A mixture of 1-(benzyloxy)-4-bromo-2-nitrobenzene (6.6 g, 21.4 mmol), sodiummethanethiolate (1.6 g, 22.5 mmol), Pd2(dba)3(2.0 g, 2.1 mmol) and XantPhos (2.5 g, 4.3 mmol) in toluene (70 mL) was stirred at 100 °C for 16 h under nitrogen atmosphere. The resulting mixture was diluted with water (100 mL) and extracted with EA (3 × 100 mL). The combined organic layers were washed with brine (100 mL), dried over anhydrous Na2SO4. After filtration, the filtrate was concentrated under reduced pressure. The residue was purified 36 ME1\56575384.v1 136867-01120 by silica gel column chromatography, eluted with EA in PE (0%-30%) to afford (4- (benzyloxy)-3-nitrophenyl)(methyl)sulfane (4.9 g) as a solid. LCMS [M + H]+m / z: 276.3.

[0173] Step 3. 2-(benzyloxy)-5-(methylthio)aniline

[0174] A mixture of (4-(benzyloxy)-3-nitrophenyl)(methyl)sulfane (4.3 g, 15.6 mmol),NH4Cl (8.4 g, 156.2 mmol) and Fe (4.4 g, 78.0 mmol) in EtOH (100 mL) and H2O (25 mL) was stirred at 80 °C for 1 h. The resulting mixture was filtered, the filter cake was washed with EtOH (3 × 50 mL). The filtrate was concentrated under reduced pressure. The residue was purified by silica gel column chromatography, eluted with EA in PE (0%-30%) to afford 2-(benzyloxy)-5-(methylthio)aniline (2.9 g) as an oil. LCMS [M + H]+m / z: 246.1.

[0175] Step 4. Tert-butyl (2-(benzyloxy)-5-(methylthio)phenyl)carbamate

[0176] A solution of 2-(benzyloxy)-5-(methylthio)aniline (3 g, 12.2 mmol) and Boc2O (2.7 g,12.2 mmol) in THF (30 mL) was stirred at 60 °C for 16 h under nitrogen atmosphere. The resulting mixture was concentrated under reduced pressure. The residue was purified by silica gel column chromatography, eluted with EA in PE (0%-30%) to afford tert-butyl (2- (benzyloxy)-5-(methylthio)phenyl)carbamate (3.3 g) as an oil. LCMS [M + H]+m / z: 346.1.

[0177] Step 5. Tert-butyl (2-(benzyloxy)-5-(methylthio)phenyl)(methyl)carbamate

[0178] To a stirred mixture of tert-butyl (2-(benzyloxy)-5-(methylthio)phenyl)carbamate (3g, 8.7 mmol) and Cs2CO3 (4.2 g, 13.0 mmol) in DMF (30 mL) was added CH3I (1.8 g, 13.0 mmol) dropwise at rt under nitrogen atmosphere. The resulting mixture was stirred at rt for 3 h under nitrogen atmosphere. The reaction mixture was diluted with water (60 mL) and extracted with EA (3 × 50 mL). The combined organic layers were washed with brine (50 mL), dried over anhydrous Na2SO4. After filtration, the filtrate was concentrated under reduced pressure. The residue was purified by silica gel column chromatography, eluted with EA in PE (0%-30%) to afford tert-butyl (2-(benzyloxy)-5- (methylthio)phenyl)(methyl)carbamate (3.2 g) as a solid. LCMS [M + H]+m / z: 360.2.

[0179] Step 6. Tert-butyl (2-(benzyloxy)-5-(S-methylsulfonimidoyl)phenyl)(methyl)carbamate

[0180] A mixture of tert-butyl (2-(benzyloxy)-5-(methylthio)phenyl)(methyl)carbamate (2.9g, 8.0 mmol), (NH4)2CO3 (1.2 g, 12.1 mmol) and phenyl-λ3-iodanediyl diacetate (6 g, 18.5 mmol) in methanol (30 mL) was stirred at rt for 1 h under nitrogen atmosphere. The resulting mixture was concentrated under reduced pressure. The residue was purified by silica gel column chromatography, eluted with MeOH in DCM (0%-10%) to afford tert-butyl (2- (benzyloxy)-5-(S-methylsulfonimidoyl)phenyl)(methyl)carbamate (3.1 g) as an oil. LCMS [M + H]+m / z: 391.3. 37 ME1\56575384.v1 136867-01120

[0181] Step 7. Tert-butyl (2-(benzyloxy)-5-(N-(tert-butoxycarbonyl)-S-methylsulfonimidoyl)phenyl)(methyl)carbamate

[0182] To a stirred solution of tert-butyl (2-(benzyloxy)-5-(S-methylsulfonimidoyl)phenyl)(methyl)carbamate (500 mg, 1.3 mmol) in THF (8 mL) was added NaH (60 wt%, 76.8 mg, 1 mmol) at 0 °C under nitrogen atmosphere. The resulting mixture was stirred for 30 min at 0 °C. Then Boc2O (558.9 mg, 2.6 mmol) was added. The resulting mixture was stirred at rt for additional 16 h. The reaction mixture was quenched with sat. NH4Cl (aq.) at 0 °C and extracted with EA (3 × 20 mL). The combined organic layers were washed with brine (20 mL), dried over anhydrous Na2SO4. After filtration, the filtrate was concentrated under reduced pressure. The residue was purified by reversed-phase flash chromatography with the following conditions: column, C18 silica gel; mobile phase, ACN in water (10 mmol / L NH4HCO3), 10% to 50% gradient in 20 min; detector, UV 254 nm. This resulted in tert-butyl (2-(benzyloxy)-5-(N-(tert-butoxycarbonyl)-S- methylsulfonimidoyl)phenyl)(methyl)carbamate (160 mg) as an oil. LCMS [M + H]+m / z: 491.3.

[0183] Step 8. Tert-butyl (5-(N-(tert-butoxycarbonyl)-S-methylsulfonimidoyl)-2-hydroxyphenyl)(methyl)carbamate

[0184] A mixture of tert-butyl (2-(benzyloxy)-5-(N-(tert-butoxycarbonyl)-S-methylsulfonimidoyl)phenyl)(methyl)carbamate (94 mg, 0.2 mmol) and Pd / C (10 wt%, 20.4 mg) in methanol (4 mL) was stirred at rt for 1 h under hydrogen atmosphere. The resulting mixture was filtered, the filter cake was washed with MeOH (2 × 10 mL). The filtrate was concentrated under reduced pressure. The residue was purified by reversed-phase flash chromatography with the following conditions: column, C18 silica gel; mobile phase, ACN in water (10 mmol / L NH4HCO3), 10% to 50% gradient in 20 min; detector, UV 254 nm. This resulted in tert-butyl (5-(N-(tert-butoxycarbonyl)-S-methylsulfonimidoyl)-2- hydroxyphenyl)(methyl)carbamate (70 mg) as a solid. LCMS [M + H]+m / z: 401.3.

[0185] Intermediate 10: Tert-butyl (5-(N,S-dimethylsulfonimidoyl)-2-hydroxyphenyl)(methyl)carbamate

[0186] Step 1. Tert-butyl (2-(benzyloxy)-5-(N,S-dimethylsulfonimidoyl)phenyl)(methyl)carbamate 38 ME1\56575384.v1 136867-01120

[0187] To a stirred solution of tert-butyl (2-(benzyloxy)-5-(S-methylsulfonimidoyl)phenyl)(methyl)carbamate (500 mg, 1.3 mmol) in DMF (8 mL) was added NaH (60 wt%, 76.8 mg, 1.9 mmol) in portions at 0 °C under nitrogen atmosphere. The resulting mixture was stirred at 0 °C for 10 min under nitrogen atmosphere. Then CH3I (363.5 mg, 2.6 mmol) in DMF (1 mL) was added to the above mixture dropwise at 0 °C. The resulting mixture was stirred at rt for 1 h nitrogen atmosphere. The reaction was quenched by the addition of sat. NH4Cl (aq., 50 mL) at 0 °C. The resulting mixture was extracted with EA (3 × 10 mL). The combined organic layers were washed with brine (3 × 10 mL), dried over anhydrous Na2SO4. After filtration, the filtrate was concentrated under reduced pressure. The residue was purified by silica gel column chromatography, eluted with EA in PE (0%-60%) to afford tert-butyl (2-(benzyloxy)-5-(N,S-dimethylsulfonimidoyl)phenyl)(methyl)carbamate (240 mg) as a solid. LCMS [M + H]+m / z: 405.1.

[0188] Step 2. Tert-butyl (5-(N,S-dimethylsulfonimidoyl)-2-hydroxyphenyl)(methyl)carbamate

[0189] To a stirred solution of tert-butyl (2-(benzyloxy)-5-(N,S-dimethylsulfonimidoyl)phenyl)(methyl)carbamate (240 mg, 0.6 mmol) in MeOH (2 mL) was added Pd / C (10 wt%, 72 mg, 0.07 mmol) in portions at rt under nitrogen atmosphere. The resulting mixture was stirred at rt for 2 h under hydrogen atmosphere. The reaction mixture was filtered, the filter cake was washed with MeOH (3 × 5 mL). The filtrate was concentrated under reduced pressure. The residue was purified by reversed-phase flash chromatography with the following conditions: column, C18 silica gel; mobile phase, ACN in water (10 mmol / L NH4HCO3), 30% to 50% gradient in 20 min; detector, UV 254 nm. This resulted in tert-butyl (5-(N,S-dimethylsulfonimidoyl)-2-hydroxyphenyl)(methyl)carbamate (150 mg) as a solid. LCMS [M + H]+m / z: 315.1.

[0190] Intermediate 11: Tert-butyl (5-(N-cyano-S-methylsulfonimidoyl)-2-hydroxyphenyl)(methyl)carbamate

[0191] Step 1. Tert-butyl (2-(benzyloxy)-5-(N-cyano-S-methylsulfonimidoyl)phenyl)(methyl)carbamate

[0192] To a stirred mixture of tert-butyl (2-(benzyloxy)-5-(S-methylsulfonimidoyl)phenyl)(methyl)carbamate (500 mg, 1.3 mmol), CuCN (229.4 mg, 2.6 39 ME1\56575384.v1 136867-01120 mmo), CuBr2(57.2 mg, 0.3 mmol), and Na2SO4(363.7 mg, 2.6 mmol) in ACN (8 mL) was added TMEDA (297.6 mg, 2.6 mmol) dropwise at rt under nitrogen atmosphere. The resulting mixture was stirred at 50 °C for 16 h under nitrogen atmosphere. The reaction mixture was filtered, the filter cake was washed with EA (3 × 20 mL). The filtrate was concentrated under reduced pressure. The residue was purified by reversed-phase flash chromatography with the following conditions: column, C18 silica gel; mobile phase, ACN in water (10 mmol / L NH4HCO3), 5% to 95% gradient in 30 min; detector, UV 254 nm. This resulted in tert-butyl (2-(benzyloxy)-5-(N-cyano-S- methylsulfonimidoyl)phenyl)(methyl)carbamate (266 mg) as a solid. LCMS [M + H]+m / z: 416.2.

[0193] Step 2. Tert-butyl (5-(N-cyano-S-methylsulfonimidoyl)-2-hydroxyphenyl)(methyl)carbamate

[0194] To a stirred solution of tert-butyl (2-(benzyloxy)-5-(N-cyano-S-methylsulfonimidoyl)phenyl)(methyl)carbamate (200 mg, 0.5 mmol) in MeOH (8 mL) was added Pd / C (10 wt%, 60 mg, 0.06 mmol) at rt under nitrogen atmosphere. The resulting mixture was stirred at rt for 1 h under hydrogen atmosphere. The reaction mixture was filtered, the filter cake was washed with MeOH (3 × 5 mL). The filtrate was concentrated under reduced pressure. The residue was purified by reversed-phase flash chromatography with the following conditions: column, C18 silica gel; mobile phase, ACN in wter (10 mmol / L NH4HCO3), 20% to 50% gradient in 30 min; detector, UV 254 nm. This resulted in tert-butyl (5-(N-cyano-S-methylsulfonimidoyl)-2-hydroxyphenyl)(methyl)carbamate (150 mg,) as a solid. LCMS [M + H]+m / z: 326.1.

[0195] Intermediate 12: 7-bromo-2-iodo-3-(2,2,2-trifluoroethyl)benzo[b]thiophene

[0196] Step 1. 7-bromo-2-iodobenzo[b]thiophene

[0197] To a stirred solution of DIPA (72.5 mL, 516.2 mmol) in THF (180 mL) was added n-BuLi (2.5 M in hexane, 206.5 mL, 516.2 mmol) dropwise at -78 °C under nitrogen atmosphere. The resulting mixture was stirred for 30 min at -78 °C under nitrogen atmosphere. To the above mixture was added solution of 7-bromo-1-benzothiophene (100 g, 469.3 mmol) in THF (360 mL) dropwise at -78 °C. The resulting mixture was stirred for 30 min at -78°C. To the above mixture was added solution of I2 (119.1 g, 469.3 mmol) in THF 40 ME1\56575384.v1 136867-01120 (210 mL) dropwise at -78 °C. The resulting mixture was stirred for 30 min at -78 °C. The reaction was quenched with an aq. solution of sodium sulfite (1.0 M, 100 mL) at -78 °C. The resulting mixture was extracted with CH2Cl2 (3 x 1000 mL). The combined organic layers were dried over anhydrous Na2SO4. After filtration, the filtrate was concentrated under reduced pressure. The residue was purified by silica gel column chromatography, eluted with CH2Cl2 / PE (1:10) to afford 7-bromo-2-iodobenzo[b]thiophene (90 g) as a solid. GCMS (M)+m / z: 337.9.

[0198] Step 2. 7-bromo-2-iodobenzo[b]thiophene-3-carbaldehyde

[0199] To a stirred solution of 7-bromo-2-iodobenzo[b]thiophene (90 g, 265.5 mmol) anddichloromethyl methyl ether (61.0 g, 531.0 mmol) in DCM (1.2 L) was added TiCl4(44.4 mL, 398.2 mmol) dropwise at 0 °C. The resulting mixture was stirred for 2 h at rt. The reaction was quenched with water at 0 °C. The resulting mixture was extracted with CH2Cl2 (3 x 500 mL). The combined organic layers were dried over anhydrous Na2SO4. After filtration, the filtrate was concentrated under reduced pressure. The residue was purified by silica gel column chromatography, eluted with DCM / EA (9:1) to afford 7-bromo-2- iodobenzo[b]thiophene-3-carbaldehyde (54 g) as a solid. GCMS (M)+m / z: 365.8.

[0200] Step 3. 7-bromo-2-iodo-3-(2,2,2-trifluoroethyl)benzo[b]thiophene

[0201] A solution of 7-bromo-2-iodobenzo[b]thiophene-3-carbaldehyde (54 g, 147.1 mmol)and 2,2-difluoro-2-(triphenylphosphaniumyl)acetate (104.8 g, 294.3 mmol, 2 in DMF (450 mL) was stirred for 30 min at 80 °C under nitrogen atmosphere. To the above mixture was added TBAF (1.0 M in THF, 295.0 mL, 295.0 mmol) and H2O (0.6 mL, 33.3 mmol) at 80 °C. The resulting mixture was stirred for 30 min at 80 °C. The resulting mixture was diluted with water (2000 mL). The resulting mixture was extracted with EA (3 x 2000 mL). The combined organic layers were washed with brine, dried over anhydrous Na2SO4. After filtration, the filtrate was concentrated under reduced pressure. The residue was purified by silica gel column chromatography, eluted with PE to afford 7-bromo-2-iodo-3-(2,2,2- trifluoroethyl)benzo[b]thiophene (33 g) as a solid. GCMS (M)+m / z: 419.9.

[0202] Intermediate 13: 7-bromo-2-iodo-3-(2,2,2-trifluoroethyl) benzofuran41 ME1\56575384.v1 136867-01120

[0203] Step 1. Ethyl 7-bromobenzofuran-3-carboxylate

[0204] To a stirred mixture of 3-bromo-2-hydroxybenzaldehyde (20 g, 99.49 mmol,HBF4.Et2O (1.61 g, 9.95 mmol in DCM (200 mL) was added ethyl 2-diazoacetate (28.38 g, 248.73 mmol dropwise at 0 °C under nitrogen atmosphere. The resulting mixture was stirred for 1 h at 0 °C under nitrogen atmosphere. The resulting mixture was concentrated under reduced pressure. To the above residue was added H2SO4 (20 mL) at 0 °C, after stirring for 1 h at rt, the mixture was diluted with DCM (200 mL). The mixture was neutralized to pH 7 with NaHCO3. The resulting mixture was extracted with EA (3 x 300 mL), the combined organic layers were washed with brine (300 mL), dried over anhydrous Na2SO4. After filtration, the filtrate was concentrated under reduced pressure. The residue was purified by silica gel column chromatography, eluted with PE / EA (10:1) to afford ethyl 7- bromobenzofuran-3-carboxylate (17.4 g) as a solid. GCMS (M)+m / z: 268.0.

[0205] Step 2. (7-bromobenzofuran-3-yl) methanol

[0206] To a stirred solution of ethyl 7-bromobenzofuran-3-carboxylate (15 g, 55.74 mmol indry DCM (150 mL) was added DIBAL-H (139.35 mL, 1 M in DCM, 139.35 mmol dropwise at -78 °C under nitrogen atmosphere. The resulting mixture was stirred for 2 h at rt under nitrogen atmosphere. The reaction was quenched with saturated potassium sodium tartrate (aq.) at 0 °C, the resulting mixture was extracted with DCM (3 x 500 mL). The combined organic layers were washed with brine (500 mL), dried over anhydrous Na2SO4.The resulting mixture was concentrated under reduced pressure. The residue was purified by silica gel column chromatography, eluted with PE / EA (2:1) to afford (7-bromobenzofuran-3-yl) methanol (12 g) as a solid. GCMS (M)+m / z: 225.9.

[0207] Step 3. ((7-bromobenzofuran-3-yl)methoxy)(tert-butyl)dimethylsilane

[0208] To a stirred solution of (7-bromobenzofuran-3-yl) methanol (370 mg, 1.63 mmol andimidazole (166.41 mg, 2.45 mmol in DMF (8 mL) was added TBSCl (368.41 mg, 2.45 mmol in DMF (1 mL) dropwise at 0 °C under nitrogen atmosphere. After 1 h at rt, the resulting mixture was diluted with water (20 mL) and extracted with EA (3 x 20 mL). The combined 42 ME1\56575384.v1 136867-01120 organic layers were washed with brine (20 mL), dried over anhydrous Na2SO4. After filtration, the filtrate was concentrated under reduced pressure. The residue was purified by silica gel column chromatography, eluted with PE / EA (20:1) to afford ((7-bromobenzofuran- 3-yl)methoxy)(tert-butyl)dimethylsilane (531 mg) as a colorless oil. GCMS (M)+m / z: 340.0

[0209] Step 4. ((7-bromo-2-iodobenzofuran-3-yl)methoxy)(tert-butyl)dimethylsilane

[0210] To a stirred solution of DIPA (172 mg, 1.7 mmol in THF (1.5 mL) was added n-BuLi(2.5 M in hexane, 0.62 mL, 1.55 mmol dropwise at -78 °C under nitrogen atmosphere, keep stirring for 30 min at -78 °C. Then the above solution was added into a solution of ((7- bromobenzofuran-3-yl)methoxy)(tert-butyl)dimethylsilane (530 mg, 1.55 mmol in THF (10 mL) at -78 °C under nitrogen atmosphere. keep stirring for another 30 min, I2(433.52mg, 1.7 mmol in THF (1 mL) was added, then warmed to rt, keep stirring for 1 h at rt. The reaction was quenched with saturated NH4Cl (aq.) at 0 °C. The resulting mixture was extracted with EA (3 x 20 mL). The combined organic layers were washed with brine (20 mL), dried over anhydrous Na2SO4. After filtration, the filtrate was concentrated under reduced pressure. The residue was purified by silica gel column chromatography, eluted with PE / EA (20:1) to afford ((7-bromo-2-iodobenzofuran-3-yl)methoxy)(tert-butyl)dimethylsilane (630 mg) as an oil. GCMS m / z 466.0.

[0211] Step 5. (7-bromo-2-iodobenzofuran-3-yl)methanol

[0212] A solution of ((7-bromo-2-iodobenzofuran-3-yl)methoxy)(tert-butyl)dimethylsilane(630 mg, 1.35 mmol in AcOH (7.5 mL), THF (2.5 mL), and H2O (2.5 mL) was stirred for 16 h at 60 °C under air atmosphere. The resulting mixture was diluted with water (20 mL) and extracted with EA (3 x 20 mL). The combined organic layers were washed with brine (20 mL), dried over anhydrous Na2SO4. After filtration, the filtrate was concentrated under reduced pressure. The residue was purified by silica gel column chromatography, eluted with PE / EA (1:1) to afford (7-bromo-2-iodobenzofuran-3-yl)methanol (380 mg) as a solid. GCMS m / z 352.0.

[0213] Step 6. 7-bromo-2-iodobenzofuran-3-carbaldehyde

[0214] To a stirred solution of (7-bromo-2-iodobenzofuran-3-yl) methanol (370 mg, 1.05mmol in DCM (5 mL) was added MnO2 (911.35 mg, 10.48 mmol at rt under air atmosphere, keep stirring for 16 h at 40 °C. The resulting mixture was filtered, the filter cake was washed with THF (3 x 10 mL). The filtrate was concentrated under reduced pressure. This resulted in 7-bromo-2-iodobenzofuran-3-carbaldehyde (269 mg) as a solid. GCMS m / z 349.9.

[0215] Step 7. 7-bromo-2-iodo-3-(2,2,2-trifluoroethyl) benzofuran43 ME1\56575384.v1 136867-01120

[0216] A mixture of 7-bromo-2-iodobenzofuran-3-carbaldehyde (260 mg, 0.74 mmol and2,2-difluoro-2-(triphenylphosphaniumyl) acetate (527.95 mg, 1.48 mmol in DMF (5 mL) was stirred for 1 h at 80 °C under nitrogen atmosphere, then TBAF (1.48 mL, 1 M in THF, 1.48 mmol was added, keep stirring for another 1 h at 80 °C. The resulting mixture was diluted with water (20 mL) and extracted with EA (3 x 20 mL). The combined organic layers were washed with brine (20 mL), dried over anhydrous Na2SO4. After filtration, the filtrate was concentrated under reduced pressure. The residue was purified by silica gel column chromatography, eluted with PE to afford 7-bromo-2-iodo-3-(2,2,2-trifluoroethyl) benzofuran (182 mg) as a solid. GCMS m / z 403.9.

[0217] Intermediate 14: 7-bromo-2-iodo-3-((trifluoromethyl)thio)benzo[b]thiophene

[0218] Step 1. 7-bromo-3-((trifluoromethyl)thio)benzo[b]thiophene

[0219] A mixture of 7-bromobenzo[b]thiophene (1 g, 4.7 mmol), 2-((trifluoromethyl)thio)benzo[d]isothiazol-3(2H)-one 1,1-dioxide (1.5 g, 5.2 mmol), AgSbF6(483.8 mg, 1.4 mmol) and FeCl3 (76.2 mg, 0.5 mmol) in dry DCE (10 mL) was stirred for 3.5 h at 100 °C under nitrogen atmosphere. The resulting mixture was concentrated under reduced pressure. The residue was purified by silica gel column chromatography, eluted with PE to afford the title compound (1.1 g) as an oil. GCMS (M)+m / z: 311.9.

[0220] Step 2. 7-bromo-2-iodo-3-((trifluoromethyl)thio)benzo[b]thiophene

[0221] To a stirred mixture of 7-bromo-3-((trifluoromethyl)thio)benzo[b]thiophene (1 g, 3.2mmol) in dry THF (10 mL) was added LDA (1.0 M in THF , 4.8 mL, 4.8 mmol) dropwise at -78 °C under nitrogen atmosphere. The resulting mixture was stirred for 30 min at -78 °C under nitrogen atmosphere. To the above mixture was added iodine (891.6 mg, 3.6 mmol) in dry THF (3 mL) dropwise at -78 °C. The resulting mixture was stirred for additional 1 h at rt. The reaction was quenched by the addition of sat. NH4Cl (aq.) (20 mL) at 0 °C. The resulting mixture was extracted with EA (3 × 100 mL). The combined organic layers were washed with water (200 mL), dried over anhydrous Na2SO4. After filtration, the filtrate was concentrated under reduced pressure. The residue was purified by silica gel column chromatography, eluted with PE to afford the title compound (680 mg) as a solid. GCMS (M)+m / z: 437.8.

[0222] Intermediate 15: 7-bromo-2-iodo-3-((trifluoromethyl)thio)benzofuran44 ME1\56575384.v1 136867-01120

[0223] Step 1. 7-bromo-3-((trifluoromethyl)thio)benzofuran

[0224] A solution of 7-bromobenzofuran (3 g, 15.2 mmol) and N-(phenylsulfonyl)-N-((trifluoromethyl)thio)benzenesulfonamide (12.1 g, 30.5 mmol) in DMF (60 mL) was stirred for 1 h at 80 °C under nitrogen atmosphere. To the above reaction mixture was added H2O (200 mL) and Et2O (1 L) and the organic phase was separated. The organic solution was washed with H2O (3 × 200 mL), dried over Na2SO4 and then concentrated under reduce pressure. The residue was purified by silica gel column chromatography, eluted with EA in PE (0%-10%) to afford 7-bromo-3-((trifluoromethyl)thio)benzofuran (2.9 g) as an oil. GCMS [M]+m / z: 295.9.

[0225] Step 2. 7-bromo-2-iodo-3-((trifluoromethyl)thio)benzofuran

[0226] To a stirred solution of 7-bromo-3-((trifluoromethyl)thio)benzofuran (1.5 g, 5 mmol)and I2(1.4 g, 5.5 mmol) in THF (20 mL) was added LiHMDS (1.3 M in THF, 8.2 mL, 10.6 mmol) dropwise at -40 °C under nitrogen atmosphere. The resulting mixture was stirred for 30 min at -40 °C under nitrogen atmosphere. Then I2(1.4 g, 5.5 mmol) in THF (4 mL) was added. The resulting mixture was stirred for additional 1 h at -40 °C under nitrogen atmosphere. The reaction was quenched with sat. Na2S2O3 (aq., 20 mL) and sat. NH4Cl (aq., 10 mL) at 0 °C. The resulting mixture was extracted with EA (3 × 50 mL). The combined organic layers were washed with brine (2 × 50 mL), dried over anhydrous Na2SO4. After filtration, the filtrate was concentrated under reduced pressure. The residue was purified by silica gel column chromatography, eluted with EA in PE (0%-10%) to afford 7-bromo-2- iodo-3-((trifluoromethyl)thio)benzofuran (2.1 g) as a solid. GCMS [M]+m / z: 421.8.

[0227] Intermediate 16: 3-(7-{[(1S,2R,3R,5R)-2-fluoro-8-methyl-8-azabicyclo[3.2.1]octan-3-yl]amino}-3-[(trifluoromethyl)sulfanyl]-1-benzofuran-2- yl)prop-2-yn-1-ol 45 ME1\56575384.v1 136867-01120

[0228] Step 1: 7-bromo-2-[3-(oxan-2-yloxy)prop-1-yn-1-yl]-3-[(trifluoromethyl)sulfanyl]-1-benzofuran

[0229] To a stirred mixture of 7-bromo-2-iodo-3-[(trifluoromethyl)sulfanyl]-1-benzofuran(1.3 g, 3.1 mmol, 1.0 equiv) and 2-(prop-2-yn-1-yloxy)oxane (521.3 mg, 3.7 mmol, 1.2 equiv) in DMSO (15 mL) were added Pd(PPh3)4(355.2 mg, 0.307 mmol, 0.1 equiv) and CuI (58.5 mg, 0.31 mmol, 0.10 equiv) DIPA (13.0 mL, 92.2 mmol, 30.0 equiv) at room temperature under nitrogen atmosphere. The resulting mixture was stirred for 1 h at room temperature under nitrogen atmosphere. The reaction was monitored by TLC (PE:EA=4:1, Rf=0.4). The desired product could be detected by LCMS. The resulting mixture was diluted with water (200 mL). The resulting mixture was extracted with EA (3 x 200 mL). dried over anhydrous Na2SO4. After filtration, the filtrate was concentrated under reduced pressure. The residue was purified by silica gel column chromatography, eluted with EA in PE (0% -30%) to afford the title compounds (1.1 g).

[0230] Step 2 tert-butyl (1S,2R,3R,5R)-2-fluoro-3-({2-[3-(oxan-2-yloxy)prop-1-yn-1-yl]-3-[(trifluoromethyl)sulfanyl]-1-benzofuran-7-yl}amino)-8-azabicyclo[3.2.1]octane-8- carboxylate

[0231] To a stirred mixture of 7-bromo-2-[3-(oxan-2-yloxy)prop-1-yn-1-yl]-3-[(trifluoromethyl)sulfanyl]-1-benzofuran (510 mg, 1.2 mmol, 1 equiv) and tert-butyl (1S,2R,3R,5R)-3-amino-2-fluoro-8-azabicyclo[3.2.1]octane-8-carboxylate (343.5 mg, 1.4 mmol, 1.2 equiv) in dioxane (8 mL) were added Cs2CO3 (1.15 g, 3.5 mmol, 3 equiv) and Pd- PEPPSI-IHeptCl 3-chloropyridine (114.1 mg, 0.117 mmol, 0.1 equiv) in portions at room temperature under nitrogen atmosphere. The resulting mixture was stirred at 90 °C for 16 h under nitrogen atmosphere. The resulting mixture was concentrated under reduced pressure. 46 ME1\56575384.v1 136867-01120 The residue was purified by silica gel column chromatography, eluted with EA in PE (0- 50%) to afford the title compound (340 mg).

[232] Step 3: 3-(7-{[(1S,2S,3R,5R)-2-fluoro-8-azabicyclo[3.2.1]octan-3-yl]amino}-3-[(trifluoromethyl)sulfanyl]-1-benzofuran-2-yl)prop-2-yn-1-ol

[233] To a stirred solution of tert-butyl (1S,2R,3R,5R)-2-fluoro-3-({2-[3-(oxan-2-yloxy)prop-1-yn-1-yl]-3-[(trifluoromethyl)sulfanyl]-1-benzofuran-7-yl}amino)-8- azabicyclo[3.2.1]octane-8-carboxylate (340 mg, 0.57 mmol, 1 equiv) in DCM (5 mL) was added trifluoroacetic acid (1 mL) dropwise at 0 °C. The resulting mixture was stirred at room temperature for 1 h. The resulting mixture was concentrated under reduced pressure. The residue was purified by reversed-phase flash chromatography with the following conditions: column, C18 silica gel; mobile phase, ACN in Water (10 mmol / L NH4HCO3), 45% to 75% gradient in 15 min; detector, UV 254 nm. The title compound was isolated (100 mg) as a yellow solid.

[234] Step 4: 3-(7-{[(1S,2R,3R,5R)-2-fluoro-8-methyl-8-azabicyclo[3.2.1]octan-3-yl]amino}-3-[(trifluoromethyl)sulfanyl]-1-benzofuran-2-yl)prop-2-yn-1-ol

[235] To a stirred mixture of 3-(7-{[(1S,2S,3R,5R)-2-fluoro-8-azabicyclo[3.2.1]octan-3-yl]amino}-3-[(trifluoromethyl)sulfanyl]-1-benzofuran-2-yl)prop-2-yn-1-ol (120 mg, 0.290 mmol, 1 equiv) and HCHO (10.43 mg, 0.348 mmol, 1.2 equiv) in MeOH (4 mL) was added AcOH (52.17 mg, 0.870 mmol, 3 equiv) dropwise at 0°C under nitrogen atmosphere.The resulting mixture was stirred at room temperature for 30min under nitrogen atmosphere.To the above mixture was added NaBH3CN (54.59 mg, 0.870 mmol, 3.00 equiv) in portions at 0°C. The resulting mixture was stirred at room temperature for additional 30min.The resulting mixture was concentrated under reduced pressure. The residue was purified by reversed-phase flash chromatography with the following conditions: column, C18 silica gel; mobile phase, MeCN in Water (10 mmol / L NH4HCO3), 60% to 80% gradient in 20 min; detector, UV 254 nm. This resulted in the title compound (80 mg).

[236] The following compounds were prepared from the appropriate intermediates bysimilar methods as described for Intermediate 16-1 above: 47 ME1\56575384.v1 136867-01120 48 ME1\56575384.v1 136867-01120 49 ME1\56575384.v1 136867-01120

[237] Intermediate 17: 3-(7-(((3S,4R)-3-fluoro-1-methylpiperidin-4-yl)oxy)-3-((trifluoromethyl)thio)benzofuran-2-yl)prop-2-yn-1-ol

[238] Step 1. 2-(3-((tetrahydro-2H-pyran-2-yl)oxy)prop-1-yn-1-yl)-3-((trifluoromethyl)thio)benzofuran-7-ol

[239] A mixture of 7-bromo-2-(3-((tetrahydro-2H-pyran-2-yl)oxy)prop-1-yn-1-yl)-3-((trifluoromethyl)thio)benzofuran (300 mg, 0.7 mmol), tBuBrettPhos (33 mg, 0.07 mmol),tBuBrettPhos Pd G3 (59 mg, 0.07 mmol) and KOH (116 mg, 2.1 mmol) in 1,4-dioxane (5 mL) and H2O (1 mL) was stirred for 1 h at 80 °C under nitrogen atmosphere. The resulting mixture was concentrated under reduced pressure. The residue was purified by silica gel column chromatography, eluted with EA in PE (0%-30%) to afford 2-(3-((tetrahydro-2H- 50 ME1\56575384.v1 136867-01120 pyran-2-yl)oxy)prop-1-yn-1-yl)-3-((trifluoromethyl)thio)benzofuran-7-ol (150 mg) as a solid. LCMS [M + H]+m / z: 372.9.

[0240] Step 2. Tert-butyl (3S,4R)-3-fluoro-4-((2-(3-((tetrahydro-2H-pyran-2-yl)oxy)prop-1-yn-1-yl)-3-((trifluoromethyl)thio)benzofuran-7-yl)oxy)piperidine-1- carboxylate

[0241] To a stirred mixture of 2-(3-((tetrahydro-2H-pyran-2-yl)oxy)prop-1-yn-1-yl)-3-((trifluoromethyl)thio)benzofuran-7-ol (180 mg, 0.4 mmol) and tert-butyl (3S,4S)-3-fluoro-4- hydroxypiperidine-1-carboxylate (120 mg, 0.6 mmol) in THF (4 mL) were added PPh3 (380 mg, 1.4 mmol) and 4Å MS (400 mg) at rt under nitrogen atmosphere. To the above mixture was added DIAD (244 mg, 1.2 mmol) in THF (4 mL) dropwise at rt. The resulting mixture was stirred at 50 °C for 4 h. The reaction mixture was concentrated under reduced pressure. The residue was purified by silica gel column chromatography, eluted with EA in PE (0%- 30%) to afford tert-butyl (3S,4R)-3-fluoro-4-((2-(3-((tetrahydro-2H-pyran-2-yl)oxy)prop-1- yn-1-yl)-3-((trifluoromethyl)thio)benzofuran-7-yl)oxy)piperidine-1-carboxylate (160 mg) as an oil. LCMS [M + H]+m / z: 574.1.

[0242] Step 3. 3-(7-(((3S,4R)-3-fluoropiperidin-4-yl)oxy)-3-((trifluoromethyl)thio)benzofuran-2-yl)prop-2-yn-1-ol

[0243] To a stirred solution of tert-butyl (3S,4R)-3-fluoro-4-((2-(3-((tetrahydro-2H-pyran-2-yl)oxy)prop-1-yn-1-yl)-3-((trifluoromethyl)thio)benzofuran-7-yl)oxy)piperidine-1- carboxylate (155 mg, 0.3 mmol) in DCM (4 mL) was added TFA (1 mL) at rt. The resulting mixture was stirred at rt for 2 h. The reaction mixture was concentrated under reduced pressure. The residue was purified by reversed-phase flash chromatography with the following conditions: column, C18 silica gel; mobile phase, ACN in water (10 mmol / L NH4HCO3), 40% to 60% gradient in 20 min; detector, UV 254 nm. This resulted in 3-(7- (((3S,4R)-3-fluoropiperidin-4-yl)oxy)-3-((trifluoromethyl)thio)benzofuran-2-yl)prop-2-yn-1- ol (100 mg) as a solid. LCMS [M + H]+m / z: 390.1.

[0244] Step 4. 3-(7-(((3S,4R)-3-fluoro-1-methylpiperidin-4-yl)oxy)-3-((trifluoromethyl)thio)benzofuran-2-yl)prop-2-yn-1-ol

[0245] To a stirred solution of 3-(7-(((3S,4R)-3-fluoropiperidin-4-yl)oxy)-3-((trifluoromethyl)thio)benzofuran-2-yl)prop-2-yn-1-ol (95 mg, 0.2 mmol) in MeOH (3 mL) were added AcOH (2 drops) and HCHO (37wt% in water, 22 mg, 0.2 mmol) at rt. The resulting mixture was stirred at rt for 10 min. To above mixture was added NaBH3CN (30 mg, 0.4 mmol) at 0 °C. The resulting mixture was stirred at rt for additional 1 h. The reaction mixture was concentrated under reduced pressure. The residue was purified by reversed- 51 ME1\56575384.v1 136867-01120 phase flash chromatography with the following conditions: column, C18 silica gel; mobile phase, ACN in water (10 mmol / L NH4HCO3), 60% to 95% gradient in 30 min; detector, UV 254 nm. This resulted in 3-(7-(((3S,4R)-3-fluoro-1-methylpiperidin-4-yl)oxy)-3- ((trifluoromethyl)thio)benzofuran-2-yl)prop-2-yn-1-ol (60 mg) as a solid. LCMS [M + H]+m / z: 404.2.

[0246] Example 1-16

[0247] Step 1. Tert-butyl (5-((3-(7-(((3S,4R)-3-fluoro-1-methylpiperidin-4-yl)amino)-3-(2,2,2-trifluoroethyl)benzofuran-2-yl)prop-2-yn-1-yl)oxy)-2-(methylcarbamoyl)pyridin- 4-yl)(methyl)carbamate

[0248] To a stirred solution of 3-(7-(((3S,4R)-3-fluoro-1-methylpiperidin-4-yl)amino)-3-(2,2,2-trifluoroethyl)benzofuran-2-yl)prop-2-yn-1-ol (40 mg, 0.1 mmol) and tert-butyl (5- hydroxy-2-(methyl carbamoyl)pyridin-4-yl)(methyl)carbamate (38 mg, 0.1 mmol) in THF (2 mL) were added PPh3(35 mg, 0.1 mmol) and DIAD (27 mg, 0.1 mmol) at rt under nitrogen atmosphere. The resulting mixture was stirred at rt for 2 h. The reaction mixture was concentrated under reduce pressure. The residue was purified by silica gel column chromatography, eluted with MeOH in DCM (0%-10%) to afford tert-butyl (5-((3-(7- (((3S,4R)-3-fluoro-1-methylpiperidin-4-yl)amino)-3-(2,2,2-trifluoroethyl)benzofuran-2- yl)prop-2-yn-1-yl)oxy)-2-(methylcarbamoyl)pyridin-4-yl)(methyl)carbamate (40 mg) as a solid. LCMS [M + 1]+m / z: 648.3. 52 ME1\56575384.v1 136867-01120

[0249] Step 2. 5-((3-(7-(((3S,4R)-3-fluoro-1-methylpiperidin-4-yl)amino)-3-(2,2,2-trifluoroethyl)benzofuran-2-yl)prop-2-yn-1-yl)oxy)-N-methyl-4- (methylamino)picolinamide

[0250] To a stirred solution of tert-butyl (5-((3-(7-(((3S,4R)-3-fluoro-1-methylpiperidin-4-yl)amino)-3-(2,2,2-trifluoroethyl)benzofuran-2-yl)prop-2-yn-1-yl)oxy)-2- (methylcarbamoyl)pyridin-4-yl)(methyl)carbamate (25 mg, 0.04 mmol) in DCM (2.5 mL) was added TFA (0.5 mL) at 0 °C. The resulting mixture was stirred for 1 h at rt. The reaction mixture was concentrated under reduced pressure. The residue was purified by reversed- phase flash chromatography with the following conditions: column, C18 silica gel; mobile phase, ACN in water (10 mmol / L NH4HCO3), 50% to 70% gradient in 30 min; detector, UV 254 nm. This resulted in 5-((3-(7-(((3S,4R)-3-fluoro-1-methylpiperidin-4-yl)amino)-3-(2,2,2- trifluoroethyl)benzofuran-2-yl)prop-2-yn-1-yl)oxy)-N-methyl-4-(methylamino)picolinamide (8.3 mg) as a solid. LCMS [M + 1]+m / z: 548.2.

[0251] The compounds in the table below were synthesized as described in Example 1-16from appropriate intermediates. 53 ME1\56575384.v1 136867-01120 54 ME1\56575384.v1 136867-01120 55 ME1\56575384.v1 136867-01120 56 ME1\56575384.v1 136867-01120 57 ME1\56575384.v1 136867-01120 58 ME1\56575384.v1 136867-01120 59 ME1\56575384.v1 136867-01120 60 ME1\56575384.v1 136867-01120 61 ME1\56575384.v1 136867-01120 62 ME1\56575384.v1 136867-01120 63 ME1\56575384.v1 136867-01120 64 ME1\56575384.v1 136867-01120 65 ME1\56575384.v1 136867-01120 66 ME1\56575384.v1 136867-01120 67 ME1\56575384.v1 136867-01120 68 ME1\56575384.v1 136867-01120 69 ME1\56575384.v1 136867-01120

[0252] Biological assays to measure the activities of p53-Y220C reactivators

[0253] Biological Example 1. Biochemical p53-Y220C and DNA binding assay.

[0254] The compounds of this invention can bind to p53-Y220C and increase the ability ofthe mutant p53 to bind to DNA at higher temperatures. His-tagged p53-Y220C DNA binding 70 ME1\56575384.v1 136867-01120 domain containing amino acid 94-312 is used to measure DNA binding activities in vitro with the sequence described below. (SEQ ID NO: 1: MHHHHHHENLYFQGSSSVPSQKTYQGSYGFRLGFLHSGTAKSVTCTYSPALNKMFC QLAKTCPVQLWVDSTPPPGTRVRAMAIYKQSQHMTEVVRRCPHHERCSDSDGLAPP QHLIRVEGNLRVEYLDDRNTFRHSVVVPCEPPEVGSDCTTIHYNYMCNSSCMGGMN RRPILTIITLEDSSGNLLGRNSFEVRVCACPGRDRRTEEENLRKKGEPHHELPPGSTKR ALPNNT. Biotin labeled double strand DNA (dsDNA) containing consensus p53 binding sequence (SEQ ID NO: 2: Forward: 5’-(biotin)-ATTAGGCATGTCTAGGCATGTCTAGG- 3’; Reverse: 5’-(biotin)-CCTAGACATGCCTAGACATGCCTAAT-3’) is used to measure protein-DNA binding activities. Compounds, His-tagged p53-Y220C DBD proteins (100 nM), and biotinylated dsDNA (200 nM) were mixed in ice-cold assay buffer containing DPBS, 20 mM NaCl, and 0.5% BAS, and incubated at 4oC overnight in 384-well plate. Plates were transferred to incubator at 27 to 29oC with constant shaking for 60 minutes. Equal volume of Homogeneous Time-Resolved Fluorescence (HTRF) dyes containing mAb anti-6HIS Tb cryptate gold and d2 labeled streptavidin in the assay buffer was added to each well and incubated at 27 to 29oC with constant shaking for 60 minutes. The plate was read using Envision multimode plate reader. Reference compound 1 was used as high control and DMSO was used as low control. The percentage activation (A%) of protein-DNA binding by compounds was normalized by setting up high control (reference compound) as 500% and low control (DMSO) as 0% (A%=(HTRF ratio of compound -HTRF ratio of low control) / (HTRF ratio of high control – HTRF ratio of low control)*500). 10 points dose titration curves for each compound were analyzed by 4 parameter curve fit and inflection point (IP) was reported. Reference compound 1 is shown below Table 1.

[0255] Compounds of the invention are active in the HTRF assay. Data in Table 1 collectedusing Biological Example 1. Table 1 71 ME1\56575384.v1 136867-01120 Reference compound 1 (HTRF = A; IP < 100 nM) 72 ME1\56575384.v1

Claims

136867-01120 CLAIMS What is claimed is:

1. A compound represented by the following structural formula:or a pharmaceutically acceptable salt thereof, wherein: Z is S or O; U, V, W and X are independently CR5or N, provided that one of U, V, W and X is C-Y-R1; Y is O, NH, N(C1-4alkyl), NHCH2^, OCH2^, S or CH2, wherein “^” indicates the point of attachment to R1; R1 is (CH2)nOR11, (CH2)nN(R11)2, (CH2)nCN, (CH2)nC(O)R11,(CH2)nC(O)OR11, (CH2)nC(S)R11, (CH2)nC(S)OR11, (CH2)nC(O)N(R11)2,(CH2)nNHC(O)R11, (CH2)nNHC(O)OR11, (CH2)nOC(O)N(R11)2, (CH2)nC(S)N(R11)2,(CH2)nNHC(S)R11, (CH2)nNHC(S)OR11, (CH2)nOC(S)N(R11)2, (CH2)nNHS(O)iR11,(CH2)nS(O)iN(R11)2, C1-6 alkyl, C3-8 cycloalkyl, C2-6 alkenyl, C2-6 alkynyl, C6-10 aryl, 5-10 membered heteroaryl or 4-10 membered heterocyclyl, wherein said alkyl, alkenyl, alkynyl, cycloalkyl, aryl, heteroaryl and heterocyclyl are optionally and independently substituted by one or more R21; R2is (CH2)mC(O)N(R12)2,, C6-10 aryl, 5-10 membered heteroaryl, (C1-4 alkyl)[5-10 membered heteroaryl], or 4-13 membered heterocyclyl, wherein said aryl, heteroaryl and heterocyclyl are each optionally and independently substituted by one or more R22; R3is H, halo, S(O)i(C1-4 alkyl), S(O)i(C3-6 cycloalkyl), (CH2)oOR13, (CH2)oN(R13)2, (CH2)oCN, (CH2)oC(O)R13, CH2)oC(O)OR13, (CH2)oC(S)R13,(CH2)oC(S)OR13, (CH2)oC(S)OR13(CH2)oC(O)N(R13)2, (CH2)oNHC(O)R13, (CH2)oNHC(O)OR13, (CH2)oOC(O)N(R13)2, (CH2)oC(S)N(R13)2, (CH2)oNHC(S)R13,(CH2)oNHC(S)OR13, (CH2)oOC(S)N(R13)2, (CH2)oNHS(O)iR13, (CH2)oS(O)iN(R13)2,C1-6alkyl, C3-8cycloalkyl, C2-6alkenyl or C2-6alkynyl; wherein said alkyl, alkenyl, 73 ME1\56575384.v1136867-01120 alkynyl and cycloalkyl are each optionally and independently substituted by one or more R23; each R5 is independently H, halo, (CH2)pOR15, (CH2)pN(R15)2, (CH2)pCN,(CH2)oC(O)R15, (CH2)pC(O)OR15, (CH2)pC(S)R15, (CH2)pC(S)OR15,(CH2)pC(O)N(R15)2, (CH2)pNHC(O)R15, (CH2)pNHC(O)OR15, (CH2)pOC(O)N(R15)2,(CH2)pC(S)N(R15)2, (CH2)pNHC(S)R15, (CH2)pNHC(S)OR15, (CH2)pOC(S)N(R15)2,(CH2)pNHS(O)iR15,(CH2)pS(O)iN(R15)2, C1-6alkyl, C3-8cycloalkyl, C2-6alkenyl or C2- 6 alkynyl, C6-10 aryl, 5-10 membered heteroaryl or 4-10 membered heterocyclyl; wherein said alkyl, alkenyl, alkynyl, cycloalkyl, aryl, heteroaryl or heterocyclyl is optionally and independently substituted by one or more R25; R11, R12, R13and R15are each independently H, C1-6alkyl, (CH2)nC3-8cycloalkyl, (CH2)nC6-10 aryl, (CH2)n(5-10 membered heteroaryl) or (CH2)n(4-10 membered heterocyclyl); wherein said alkyl, cycloalkyl, aryl, heteroaryl and heterocyclyl are optionally and independently substituted by one or more R30; or N(R11)2 and N(R12)2 are independently a 4-10 membered heterocyclyl, wherein the heterocyclyl represented by N(R11) is optionally substituted with one or more R21and the heterocyclyl represented by N(R12) is optionally substituted with one or more R22; R21, R22, R23and R25are each independently H, halo, OH, NH2, CN, NO2, (CH2)nORa, (CH2)nNRbRc, S(O)iRb, S(=NRd)(O)Rb, P(O)RbRc, (=NRa)NRbRc, NRbS(O)iRc, S(O)iNRbRc, C(=O)ORb, OC(=O)ORb, C(=S)ORb, O(C=S)Rb, C(=O)NRbRc, NRbC(=O)Rc, C(=S)NRbRc, NRbC(=S)Rc, NRb(C=O)ORc, O(C=O)NRbRc, NRb(C=S)ORc, O(C=S)NRbRc, NRb(C=O)NRbRc, NRb(C=S)NRbRc, C(=S)Rb, C(=O)Rb, (C1-C5)alkyl, (C2-C5)alkenyl, 4-6 membered heterocyclyl, or (C2- C5)alkynyl, wherein said alkyl is optionally substituted with one or more groups selected from halo, methoxy, hydroxy, halomethoxy, or phenyl; or two R21groups on the same ring atom taken together with their intervening atom are an oxo; each R30is independently halo, CN, (C1-C4)alkyl, (C1-C4)fluororalkyl, OC1-4fluororalkyl, (C3-C5)cycloalkyl, (CH2)nORaor (CH2)nNRaRb; each Ra, Rband Rcis independently H, (C1-C4)alkyl, or (C1-C4)haloalkyl; each Rdis independently H, (C1-C4)alkyl, CN, or SO2Me; and each n, m, o, p and i are independently 0, 1 or 2.

2. The compound of claim 1, wherein the compound is represented by the followingstructural formula: 74 ME1\56575384.v1136867-01120or pharmaceutically acceptable salt thereof.

3. The compound of claim 1 or 2, wherein the compound is represented by the structuralformula:or pharmaceutically acceptable salt thereof.

4. The compound of any one of claims 1-3, or a pharmaceutically acceptable saltthereof, wherein Z is O.

5. The compound of any one of claims 1-3, or a pharmaceutically acceptable saltthereof, wherein Z is S.

6. The compound of any one of claims 1-5, or a pharmaceutically acceptable saltthereof, wherein Y is O or NH.

7. The compound of any one of claims 1-6, or a pharmaceutically acceptable salt thereof, wherein R3is C1-4 alkyl or -S(C1-4 alkyl), wherein each of said alkyl is substituted by one or more halo. 75 ME1\56575384.v1136867-01120 8. The compound of any one of claims 1-7, or a pharmaceutically acceptable salt thereof, wherein R3is CH2CF3 or SCF3.

9. The compound of any one of claims 1-8, or a pharmaceutically acceptable salt thereof, wherein R2is H, (CH2)mC(O)N(R12)2,, phenyl, or 5-7 membered heteroaryl, wherein said phenyl and heteroaryl are each optionally and independently substituted by one or more R22.

10. The compound of any one of claims 1-9, or a pharmaceutically acceptable salt thereof, wherein R2is H, (CH2)mC(O)N(R12)2,, phenyl, pyridyl, pyrazinyl, or pyrazolyl wherein said phenyl, pyridyl, pyrazinyl, and pyrazolyl are each optionally and independently substituted by one or more R22.

11. The compound of any one of claims 1-10, or a pharmaceutically acceptable salt thereof, wherein each R12is independently H, phenyl, or 5-7 membered heteroaryl.

12. The compound of any one of claims 1-10, or a pharmaceutically acceptable salt thereof, wherein each R12is independently H, phenyl, or pyridinyl.

13. The compound of any one of claims 1-12, or a pharmaceutically acceptable salt thereof, wherein R22is (C1-C5)alkyl, (CH2)nNRbRc, C(=O)NRbRc, (CH2)nORa, S(O)iRb, P(O)RbRc, or S(=NRd)(O)Rb, wherein said alkyl is optionally substituted with one or more groups selected from halo and hydroxy.

14. The compound of any one of claims 1-13, or a pharmaceutically acceptable salt76 ME1\56575384.v1136867-0112015. The compound of any one of claims 1-14, or a pharmaceutically acceptable salt thereof, wherein R1is 4-10 membered heterocyclyl optionally substituted by one or more R21.

16. The compound of any one of claims 1-15, or a pharmaceutically acceptable salt thereof, wherein R1is 5-6 membered heterocyclyl or 8-membered bicyclic heterocyclyl, each of which are optionally substituted by one or more R21.

17. The compound of any one of claims 1-16, or a pharmaceutically acceptable salt thereof, wherein R1is piperidinyl, pyrrolidinyl, tetrahydrofuranyl, tetrahydropyranyl, or 8-azabicyclo[3.2.1]octanyl, each of which are optionally substituted by one or more R21.

18. The compound of any one of claims 1-17, or a pharmaceutically acceptable salt thereof, wherein R21is halo or (C1-C5)alkyl, wherein said alkyl is optionally substituted with one or more groups selected from halo and hydroxy. 77 ME1\56575384.v1136867-01120 19. The compound of any one of claims 1-18, or a pharmaceutically acceptable salt20. The compound of Claim 1, wherein the compound is selected from any one of those exemplified herein, or a pharmaceutically acceptable salt of any of the foregoing.

21. A pharmaceutical composition comprising: i) the compound of any one of claims 1-20 or a pharmaceutically acceptable salt thereof; and ii) a pharmaceutically acceptable carrier, excipient or diluent.

22. A method of treating a subject with cancer, comprising administering to the subject an effective amount of the compound of claims 1-20 or a pharmaceutically acceptable salt thereof or the pharmaceutical composition of claim 21.

23. The method of claim 22, wherein the cancer is characterized by dysfunctional p53.

24. The method of claim 22, wherein the cancer is characterized by an inactivating p53 mutation.

25. The method of claim 24, wherein the p53 mutation is Val143, His168, Arg175, Tyr220, Gly245, Arg248, Arg249, Phe270, Arg273, Arg282, and / or a combination thereof.

26. The method according to claim 24, wherein the p53 mutant is V157F, R175H, Y220C, G245S, R248Q, R248W, R249S, R273H, R273C, R282W, and / or a combination thereof.

27. The method of claim 24, wherein the p53 mutation is Y220C. 78 ME1\56575384.v1136867-01120 28. The method of any one of claims 22-27, wherein the cancer is acute lymphoblastic leukemia, acute myeloid leukemia, adrenocortical carcinoma, AIDS-related cancers, AIDS-related lymphoma, anal cancer, bladder cancer, bone cancers, brain tumors, such as cerebellar astrocytoma, cerebral astrocytoma / malignant glioma, ependymoma, medulloblastoma, supratentorial primitive neuroectodermal tumors, visual pathway and hypothalamic glioma, breast cancer, central nervous system lymphoma, cerebellar astrocytoma, cervical cancer, colon cancer, gallbladder cancer, gastric cancer, head and neck cancer, heart cancer, hepatocellular (liver) cancer, kidney cancer, liver cancer, lung cancers, such as non-small cell and small cell lung cancer, ovarian cancer, ovarian epithelial cancer, ovarian germ cell tumor, pancreatic cancer, pancreatic cancer islet cell, prostate cancer, rectal cancer, renal cell carcinoma, skin cancers, skin carcinoma merkel cell, small intestine cancer or throat cancer.

29. A method for re-activating p53 Y220C mutant in a subject in need thereof, comprising administering to the subject an effective amount of the compound of claims 1-20 or a pharmaceutically acceptable salt thereof, or the pharmaceutical composition of claim 21. 79 ME1\56575384.v1

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