AU2011306066B2

AU2011306066B2 - 2' -fluoro substituted carba-nucleoside analogs for antiviral treatment

Info

Publication number: AU2011306066B2
Application number: AU2011306066A
Authority: AU
Inventors: Aesop Cho; Choung Kim; Adrian Ray
Original assignee: Gilead Sciences Inc
Current assignee: Gilead Sciences Inc
Priority date: 2010-09-20
Filing date: 2011-03-22
Publication date: 2015-01-29
Anticipated expiration: 2031-03-22
Also published as: AP3699A; PH12013500311A1; PE20230684A1; SG188223A1; JP2013538230A; BR112013008017A2; CA2807496C; EP2619206A1; AU2011306066A1; MA34593B1; PE20171624A1; EA201390141A1; NZ608070A; CN103108876A; AP2013006767A0; CR20130172A; IL225221A0; JP6475280B2; ECSP13012560A; CA2807496A1

Abstract

Provided are select imidazo[1,2-f][1,2,4] triazinyl nucleosides, nucleoside phosphates and prodrugs thereof, wherein the 2' position of the nucleoside sugar is substituted with halogen and carbon substituents. The compounds, compositions, and methods provided are useful for the treatment of

Description

WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 2'-FLUORO SUBSTITUTED CARBA-NUCLEOSIDE ANALOGS FOR ANTIVIRAL TREATMENT 10 FIELD OF THE INVENTION The invention relates generally to compounds with antiviral activity, more particularly nucleosides active against Flaviviridae infections and most particularly to inhibitors of hepatitis C virus RNA-dependent RNA polymerase. 15 BACKGROUND OF THE INVENTION Viruses comprising the Flaviviridae family comprise at least three distinguishable genera including pestiviruses, flaviviruses, and hepaciviruses (Calisher, et al., J. Gen. Virol., 1993, 70, 37-43). While pestiviruses cause many 20 economically important animal diseases such as bovine viral diarrhea virus (BVDV), classical swine fever virus (CSFV, hog cholera) and border disease of sheep (BDV), their importance in human disease is less well characterized (Moennig, V., et al., Adv. Vir. Res. 1992, 48, 53-98). Flaviviruses are responsible for important human diseases such as dengue fever and yellow fever while hepaciviruses cause hepatitis C virus 25 infections in humans. Other important viral infections caused by the Flaviviridae family include West Nile virus (WNV) Japanese encephalitis virus (JEV), tick-borne encephalitis virus, Junjin virus, Murray Valley encephalitis, St Louis encephalitis, Omsk hemorrhagic fever virus and Zika virus. Combined, infections from the Flaviviridae virus family cause significant mortality, morbidity and economic losses 30 throughout the world. Therefore, there is a need to develop effective treatments for Flaviviridae virus infections.

The hepatitis C virus (HCV) is the leading cause of chronic liver disease worldwide (Boyer, N. et al. J Hepatol. 32:98-112, 2000) so a significant focus of current antiviral research is directed toward the development of improved methods of treatment of chronic HCV infections in humans (Di Besceglie, A.M. and Bacon, B. R., Scientific American, Oct.: 80-85, 5 (1999); Gordon, C. P., et al., J Med. Chem. 2005, 48, 1-20; Maradpour, D.; et al., Nat. Rev. Micro. 2007, 5(6), 453-463). A number of HCV treatments are reviewed by Bymock et al. in Antiviral Chemistry & Chemotherapy, 11:2; 79-95 (2000). RNA-dependent RNA polymerase (RdRp) is one of the best studied targets for the development of novel HCV therapeutic agents. The NS5B polymerase is a target for 10 inhibitors in early human clinical trials (Sommadossi, J., WO 01/90121 A2, US 2004/0006002 Al). These enzymes have been extensively characterized at the biochemical and structural level, with screening assays for identifying selective inhibitors (De Clercq, E. (2001) J. Pharmacol. Exp.Ther. 297:1-10; De Clercq, E. (2001) J. Clin. Virol. 22:73-89). Biochemical targets such as NS5B are important in developing HCV therapies since HCV does not 15 replicate in the laboratory and there are difficulties in developing cell-based assays and preclinical animal systems. Currently, there are primarily two antiviral compounds, ribavirin, a nucleoside analog, and interferon-alpha (c) (IFN), that are used for the treatment of chronic HCV infections in humans. Ribavirin alone is not effective in reducing viral RNA levels, has significant toxicity, 20 and has been found to induce anemia. The combination of IFN and ribavirin has been reported to be effective in the management of chronic hepatitis C (Scott, L. J., et al. Drugs 2002, 62, 507-556) but less than half the patients infected with some genotypes show a persistent benefit when given this treatment. Other patent applications disclosing the use of nucleoside analogs to treat hepatitis C virus include WO 01/32153, WO 01/60315, WO 02/057425, WO 25 02/057287, WO 02/032920, WO 02/18404, WO 04/046331, W02008/089105 and W02008/141079 but additional treatments for HCV infections have not yet become available for patients. 2 27526181 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 Virologic cures of patients with chronic HCV infection are difficult to achieve because of the prodigious amount of daily virus production in chronically infected patients and the high spontaneous mutability of HCV virus (Neumann, et al., Science 1998, 282, 103-7; Fukimoto, et al., Hepatology, 1996, 24, 1351-4; Domingo, et al., Gene, 1985, 40, 1-8; Martell, et al., J. Virol. 1992, 66, 3225-9. Experimental anti 10 viral nucleoside analogs have been shown to induce viable mutations in the HCV virus both in vivo and in vitro (Migliaccio, et al., J. Biol. Chem. 2003, 926; Carroll, et al., Antimicrobial Agents Chemotherapy 2009, 926; Brown, A. B., Expert Opin. Investig. Drugs 2009, 18, 709-725). Therefore, drugs having improved antiviral properties, particularly enhanced activity against resistant strains of virus; improved 15 oral bioavailability; fewer undesirable side effects and extended effective half-life in vivo (De Francesco, R. et al. (2003) Antiviral Research 58:1-16) are urgently needed. Certain ribosides of the nucleobases pyrrolo[ 1.2-fl [1,2,4]triazine, imidazo[ 1,5 f][1,2,4]triazine, imidazo[1,2-f][1,2,4]triazine, and [1,2,4]triazolo[4,3-f][1,2,4]triazine have been disclosed in Carbohydrate Research 2001, 331(1), 77-82; Nucleosides & 20 Nucleotides (1996), 15(1-3), 793-807; Tetrahedron Letters (1994), 35(30), 5339-42; Heterocycles (1992), 34(3), 569-74; J. Chem. Soc. Perkin Trans. 1 1985, 3, 621-30; J. Chem. Soc. Perkin Trans. 1 1984, 2, 229-38; WO 2000056734; Organic Letters (2001), 3(6), 839-842; J. Chem. Soc. Perkin Trans. 1 1999, 20, 2929-2936; and J. Med. Chem. 1986, 29(11), 2231-5. However, these compounds have not been 25 disclosed as useful for the treatment of HCV. Ribosides of pyrrolo[1,2-fl[1,2,4]triazinyl, imidazo[1,5-fl[1,2,4]triazinyl, imidazo[1,2-f][1,2,4]triazinyl, and [1,2,4]triazolo[4,3-f][1,2,4]triazinyl nucleobases with antiviral, anti-HCV, and anti-RdRp activity have been disclosed by Babu, Y. S., W02008/089105 and W02008/141079; Cho, et al., W02009/132123 and Francom, 30 et al. W02010/002877. Butler, et al., W02009/132135, has disclosed anti-viral pyrrolo[1,2-f][1,2,4]triazinyl, imidazo[1,5-fl[1,2,4]triazinyl, imidazo[1,2 f][1,2,4]triazinyl, and [1,2,4]triazolo[4,3-f][1,2,4]triazinyl nucleosides wherein the l' position of the nucleoside sugar is substituted. 3 The discussion of documents, acts, materials, devices, articles and the like is included in this specification solely for the purpose of providing a context for the present invention. It is not suggested or represented that any or all of these matters formed part of the prior art base or were common general knowledge in the field relevant to the present invention as it existed 5 before the priority date of each claim of this application. Where the terms "comprise", "comprises", "comprised" or "comprising" are used in this specification (including the claims) they are to be interpreted as specifying the presence of the stated features, integers, steps or components, but not precluding the presence of one or more other features, integers, steps or components, or group thereof. 10 SUMMARY OF THE INVENTION Provided are compounds that inhibit viruses of the Flaviviridae family. The invention also comprises compounds of Formula I or Formula IV-VI that inhibit viral nucleic acid 15 polymerases, particularly HCV RNA-dependent RNA polymerase (RdRp), rather than cellular nucleic acid polymerases. The compounds of Formula I or Formula IV-VI have been discovered to be efficacious against both wild type and S282T mutant strains of HCV virus. Therefore, a compound of Formula I or Formula IV-VI are useful for treating Flaviviridae infections in humans and other animals. 20 In one embodiment, provided are compounds of Formula I:

R

8 X1 x2 O H 2 N R 3

R

4

R

2 Formula I or a pharmaceutically acceptable salt, thereof; wherein: 25 R 1 is (C 1

-C

8 )alkyl, (C 4

-C

8 )carbocyclylalkyl, (C 1

-C

8 )substituted alkyl, (C 2

-C

8 )alkenyl,

(C

2

-C

8 )substituted alkenyl, (C 2

-C

8 )alkynyl, (C 2

-C

8 )substituted alkynyl, or aryl(C1 -C 8 )alkyl; 4 27526181

R

2 is halogen; each R', R 4 , or R 5 is independently H, ORa, N(Ra) 2 , N 3 , CN, NO 2 , S(O),Ra, halogen,

(C

1

-C

8 )alkyl, (C 4

-C

8 )carbocyclylalkyl, (C 1

-C

8 )substituted alkyl, (C 2

-C

8 )alkenyl,

(C

2

-C

8 )substituted alkenyl, (C 2

-C

8 )alkynyl, (C 2

-C

8 )substituted alkynyl, or aryl(C1 -C 8 )alkyl; 5 or any two of R3, R 4 or R 5 on adjacent carbon atoms when taken together are O(CO)O- or when taken together with the ring carbon atoms to which they are attached form a double bond; R6 is H, ORa, N(Ra) 2 , N 3 , CN, NO 2 , S(O),Ra, -C(=O)R", -C(=O)OR", C(=O)NR"R 12 , -C(=O)SR", -S(O)R", -S(O) 2 R", -S(O)(OR"), -S(O) 2 (OR"), -SO 2

NR"R

12 10 halogen, (C 1

-C

8 )alkyl, (C 4

-C

8 )carbocyclylalkyl, (C 1

-C

8 )substituted alkyl, (C 2

-C

8 )alkenyl,

(C

2

-C

8 )substituted alkenyl, (C 2

-C

8 )alkynyl, (C 2

-C

8 )substituted alkynyl, or aryl(C 1

-C

8 )alkyl; each n is independently 0, 1, or 2; each Ra is independently H, (C 1

-C

8 )alkyl, (C 2

-C

8 )alkenyl, (C 2

-C

8 )alkynyl, aryl(C1

C

8 )alkyl, (C 4

-C

8 )carbocyclylalkyl, -C(=O)R", -C(=O)OR", -C(=O)NR"R 12, -C(=O)SR", 15 S(O)R", -S(O) 2 R", -S(O)(OR"), -S(O) 2 (OR"), or -SO 2

NR"R

12 ; R' is H, -C(=O)R", -C(=O)OR", -C(=O)NR"R 12, -C(=O)SR", -S(O)R", -S(O) 2 R", S(O)(OR"), -S(O) 2 (OR"), -SO 2 NR"R , or Y W2 each Y or Y' is, independently, 0, S, NR, +N(O)(R), N(OR), +N(O)(OR), or N-NR 2 ; 20 WI and W 2 , when taken together, are -Y 3(C(RY) 2

)

3

Y

3 -; or one of W1 or W2 together with either R 3 or R 4 is -Y 3 - and the other of W1 or W2 is Formula Ta; or W1 and W2 are each, independently, a group of the Formula Ta:

Y

1 Rx Y 2 p y _Y 2 _ Y2 Rx M2 5 27526181 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 Formula Ia wherein: each Y 2 is independently a bond, 0, CR 2 , NR, 4N(O)(R), N(OR), N(O)(OR),

N-NR

2 , S, S-S, S(O), or S(O)2; each Y 3 is independently 0, S, or NR; 10 M2 is 0, 1 or 2; each R' is independently Ry or the formula: -R RY R1 Y2_ _ - 2)-J y2 M12c , Md Mia Mc wherein: each Mia, Mic, and Mi d is independently 0 or 1; 15 M12c is 0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 or 12; each R' is independently H, F, Cl, Br, 1, OH, R, -C(=Y 1 )R, -C(=Y')OR, C(=Y)N(R) 2 , -N(R) 2 , -*N(R) 3 , -SR, -S(O)R, -S(O) 2 R, -S(O)(OR), -S(O) 2 (OR), OC(=Y)R, -OC(=Y')OR, -OC(=Y)(N(R) 2 ), -SC(=Y 1 )R, -SC(=Y')OR, SC(=Y )(N(R) 2 ), -N(R)C(=Y )R, -N(R)C(=Y' )OR, -N(R)C(=Y' )N(R) 2 , -SO 2

NR

2 , 20 -CN, -N 3 , -NO 2 , -OR, or W 3 ; or when taken together, two RI on the same carbon atom form a carbocyclic ring of 3 to 7 carbon atoms: each R is independently H, (C 1

-C

8 ) alkyl, (C 1

-C

8 ) substituted alkyl, (C 2 Cs)alkenyl, (C 2 -Cg) substituted alkenyl, (C 2 -Cs) alkynyl, (C2-Cs) substituted alkynyl,

C

6

-C

20 aryl, C 6

-C

20 substituted aryl, C 2

-C

2 o heterocyclyl, C 2

-C

20 substituted 25 heterocyclyl, arylalkyl or substituted arylalkyl;

W

3 is W 4 or W'; W4 is R, -C(Y 1 )Ry, -C(Y')W 5 , -SO 2 Ry, or -SO 2 W5; and W' is a carbocycle or a heterocycle wherein W 5 is independently substituted with 0 to 3 Ry groups; each X1 or X 2 is independently C-R 1 0 or N; 6 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 each R8 is halogen, NR "R, N(R")OR", NR"NR"R 2, N 3 , NO, NO 2 , CHO, CN, -CH(=NR"), -CH=NNHR", -CH=N(OR"'), -CH(OR") 2 , -C(=O)NR"R1 -C(=S)NR"R 2, -C(=O)OR"1, (C 1 -Cs)alkyl, (C 2 -Cs)alkenyl, (C 2 -CS)alkynyl,

(C

4

-C

8 )carbocyclylalkyl, optionally substituted aryl, optionally substituted heteroaryl, -C(=O)(C-Cs)alkyl, -S(O),(C-Cs)alkyl, aryl(CI-Cs)alkyl, OR" or SR"; 10 each R 9 or R 10 is independently H, halogen, NR"R 2 , N(R")OR' 1 , NR"NR"R1 2 , N 3 , NO, NO 2 , CHO, CN, -CH(=NR"), -CH=NHNR", -CH=N(OR 1 ), -CH(OR")2, -C(=O)NR"R 12 , -C(=S)NR"R 12 , -C(=O)OR", R", OR" or SR"; each R 1 " or R 12 is independently H, (Cu-C 8 )alkyl, (C 2 -Cs)alkenyl, (C 2 Cs)alkynyl, (C 4 -Cs)carbocyclylalkyl, optionally substituted aryl, optionally 15 substituted heteroaryl, -C(=O)(C-Cg)alkyl, -S(O),(CI-Cs)alkyl or aryl(C 1

-C

8 )alkyl; or R" and R taken together with a nitrogen to which they are both attached form a 3 to 7 membered heterocyclic ring wherein any one carbon atom of said heterocyclic ring can optionally be replaced with -0-, -S- or -NRa_; wherein each (C-Cs)alkyl, (C 2 -Cs)alkenyl, (C 2 -Cs)alkynyl or aryl(C-C 8 )alkyl 20 of each R , R', R 4, R', R', R" or R is, independently, optionally substituted with one or more halo, hydroxy, CN, N 3 , N(Ra) 2 or ORa; and wherein one or more of the non terminal carbon atoms of each said (C 1 -Cs)alkyl may be optionally replaced with -0-, -S- or -NRa_. In another embodiment, provided are compounds of Formula I or Formula IV 25 VI and pharmaceutically acceptable salts thereof and all racemates, enantiomers, diastereomers, tautomers, polymorphs, pseudopolymorphs and amorphous forms thereof. In another embodiment, provided are novel compounds of Formula I or Formula IV-VI with activity against infectious Flaviviridae viruses. Without wishing 30 to be bound by theory, the compounds of the invention may inhibit viral RNA dependent RNA polymerase and thus inhibit the replication of the virus. They are useful for treating human patients infected with a human virus such as hepatitis C. 7 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 In another embodiment, provided are pharmaceutical compositions comprising an effective amount of a Formula I or a Formula IV-VI compound, or a pharmaceutically acceptable salt thereof, in combination with a pharmaceutically acceptable diluent or carrier. In another embodiment, the present application provides for combination 10 pharmaceutical agent comprising: a) a first pharmaceutical composition comprising a compound of Formula I or Formula IV-VI; or a pharmaceutically acceptable salt, solvate, or ester thereof; and b) a second pharmaceutical composition comprising at least one 15 additional therapeutic agent selected from the group consisting of interferons, ribavirin or its analogs, HCV NS3 protease inhibitors, NS5a inhibitors, alpha glucosidase 1 inhibitors, hepatoprotectants, mevalonate decarboxylase antagonists, antagonists of the renin-angiotensin system, other anti-fibrotic agents, endothelin antagonists, nucleoside or nucleotide inhibitors of HCV NS5B polymerase, non 20 nucleoside inhibitors of HCV NS5B polymerase, HCV NS5A inhibitors, TLR-7 agonists, cyclophillin inhibitors, HCV IRES inhibitors, pharmacokinetic enhancers and other drugs for treating HCV; or mixtures thereof. In another embodiment, the present application provides for a method of inhibiting HCV polymerase, comprising contacting a cell infected with HCV with an 25 effective amount of a compound of Formula I or Formula IV-VI; or a pharmaceutically acceptable salts, solvate, and/or ester thereof. In another embodiment, the present application provides for a method of inhibiting HCV polymerase, comprising contacting a cell infected with HCV with an effective amount of a compound of Formula I or Formula IV-VI; or a 30 pharmaceutically acceptable salts, solvate, and/or ester thereof; and at least one additional therapeutic agent. In another embodiment, the present application provides for a method of treating and/or preventing a disease caused by a viral infection wherein the viral infection is caused by a virus selected from the group consisting of dengue virus, 8 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 yellow fever virus, West Nile virus, Japanese encephalitis virus, tick-borne encephalitis virus, Junjin virus, Murray Valley encephalitis virus, St Louis encephalitis virus, Omsk hemorrhagic fever virus, bovine viral diarrhea virus, Zika virus and Hepatitis C virus; by administering to a subject in need thereof a therapeutically effective amount of a compound of Fornula I or Formula IV-VI, or a 10 pharmaceutically acceptable salt thereof. In another embodiment, the present application provides for a method of treating HCV in a patient, comprising administering to said patient a therapeutically effective amount of a compound of Formula I or Formula IV-VI; or a pharmaceutically acceptable salt, solvate, and/or ester thereof. 15 In another embodiment, the present application provides for a method of treating HCV in a patient, comprising administering to said patient a therapeutically effective amount of a compound of Formula I or Formula IV-VI; or a pharmaceutically acceptable salt, solvate, and/or ester thereof; and at least one additional therapeutic agent. 20 Another aspect of the invention provides a method for the treatment or prevention of the symptoms or effects of an HCV infection in an infected animal which comprises administering to, i.e. treating, said animal with a pharmaceutical combination composition or fonnulation comprising an effective amount of a Formula I compound or Formula IV-VI, and a second compound having anti-HCV properties. 25 In another aspect, the invention also provides a method of inhibiting HCV, comprising administering to a mammal infected with HCV an amount of a Formula I or Formula IV-VI compound, effective to inhibit the replication of HCV in infected cells in said mammal. In another aspect, provided is the use of a compound of Formula I or Formula 30 IV-VI for the manufacture of a medicament for the treatment of Flaviviridae viral infections. In another aspect, provided is a compound of Formula I or Formula IV-VI for use in treating a Flaviviridae viral infection. In one embodiment, the Flaviviridae viral infection is acute or chronic HCV infection. In one embodiment of each aspect 9 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 of use and compound, the treatment results in the reduction of one or more of the viral loads or clearance of RNA in the patient. In another aspect, the invention also provides processes and novel intermediates disclosed herein which are useful for preparing Formula I or Formula IV-VI compounds of the invention. 10 In other aspects, novel methods for synthesis, analysis, separation, isolation, purification, characterization, and testing of the compounds of this invention are provided. 15 DETAILED DESCRIPTION OF EXEMPLARY EMBODIMENTS Reference will now be made in detail to certain embodiments of the invention, examples of which are illustrated in the accompanying description, structures and 20 formulas. While the invention will be described in conjunction with the enumerated embodiments, it will be understood that they are not intended to limit the invention to those embodiments. On the contrary, the invention is intended to cover all alternatives, modifications, and equivalents, which may be included within the scope of the present invention. 25 In another aspect, compounds of Formula I are represented by Formula II: R8

R

7 N x2 0 NR9 R '0....R6 R 3 R1 RR4 10 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 Fonnula II or a pharmaceutically acceptable salt, thereof; wherein: R1 is (CI-C 8 )alkyl, (C 4 -Cs)carbocyclylalkyl, (C 1

-C

8 )substituted alkyl,

(C

2 -Cg)alkenyl, (C 2 -Cs)substituted alkenyl, (C 2

-C

8 )alkynyl, (C 2 -Cs)substituted 10 alkynyl, or aryl(CI-Cs)alkyl; each R 3 , R 4 , or R 5 is independently H, OR', N(R") 2 , N 3 , CN, NO 2 , S(O),,R", halogen, (C 1 -Cs)alkyl, (C 4 -Cs)carbocyclylalkyl, (C 1 -Cs)substituted alkyl,

(C

2 -Cs)alkenyl, (C 2 -CS)substituted alkenyl, (C 2 -CS)alkynyl, (C 2

-C

8 )substituted alkynyl, or aryl(CI-Cs)alkyl; 15 or any two of R3, R or R5 on adjacent carbon atoms when taken together are O(CO)O- or when taken together with the ring carbon atoms to which they are attached form a double bond;

R

6 is H, ORa, N(Ra) 2 , N 3 , CN, NO 2 , S(O),Ra, -C(=O)R", -C(=O)OR", C(=0)NR"R 1, -C(=O)SR", -S(O)R", -S(O)2R", -S(O)(OR"), -S(O)2(OR"), 20 -SO 2

NR"IR'

2 , halogen, (C1-Cs)alkyl, (C 4 -Cs)carbocyclylalkyl, (C 1 -Cs)substituted alkyl, (C 2

-C

8 )alkenyl, (C 2 -Cs)substituted alkenyl, (C 2 -Cs)alkynyl,

(C

2 -Cs)substituted alkynyl, or aryl(Ci-Cs)alkyl; each n is independently 0, 1, or 2; each Ra is independently H, (C I-Cs)alkyl, (C 2

-C

8 )alkenyl, (C 2

-C

8 )alkynyl, 25 aryl(CI Cs)alkyl, (C 4 -Cs)carbocyclylalkyl, -C(=O)R", -C(=O)OR ", -C(=O)NR" R -C(=O)SR", -S(O)R", -S(O) 2 R", -S(O)(OR"), -S(O) 2 (OR"), or -SO 2 NR "R' 2 ; R7 is H, -C(=O)R", -C(=O)OR ", -C(=O)NR"R 12 , -C(=O)SR", -S(O)R 1 , S(O) 2 R", -S(O)(OR"'), -S(O) 2 (OR"), -SO 2 NR"R", or Y W1 / W2 30 each Y or Y' is, independently, 0, S, NR, +N(O)(R), N(OR), *N(O)(OR), or

N-NR

2 ; 11 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 WI and W 2 , when taken together, are -Y 3

(C(R')

2

)

3

Y

3 -; or one of W, or W2 together with either R 3 or R 4 is -y3- and the other of W' or W 2 is Formula Ia; or W, and W 2 are each, independently, a group of the Formula Ta:

Y

1 RX Y 2 y2 Y2 RX M2 Formula la 10 wherein: each Y2 is independently a bond, 0, CR 2 , NR, *N(O)(R), N(OR), t N(O)(OR),

N-NR

2 , S, S-S, S(O), or S(O)2; each Y 3 is independently 0, S, or NR; M2 is 0, 1 or 2; 15 each R' is independently RY or the formula: Y1 ~ RY RY Y y2-~~~ y y1 2--- Ml~c Mid M012c , MC Mia Mic wherein: each M1a, M1 c, and Mi d is independently 0 or 1; M12c is 0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 or 12; 20 each RY is independently H, F, Cl, Br, I, OH, R, -C(=Y')R, -C(=Y')OR, C(=Y')N(R) 2 , -N(R) 2 , -'N(R) 3 , -SR, -S(O)R, -S(O) 2 R, -S(O)(OR), -S(O) 2 (OR), OC(=Y')R, -OC(=Y')OR, -OC(=Y')(N(R) 2 ), -SC(=Y')R, -SC(=Y')OR, SC(=Y')(N(R)2), -N(R)C(=Y)R, -N(R)C(=Y')O)R, -N(R)C(=Y')N(R)2, -SO2NR, 12 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 -CN, -N 3 , -NO 2 , -OR, or W3; or when taken together, two Ry on the same carbon atom form a carbocyclic ring of 3 to 7 carbon atoms; each R is independently H, (C-Cs) alkyl, (CI-C 8 ) substituted alkyl, (C 2 C 8 )alkenyl, (C 2

C

8 ) substituted alkenyl, (C 2 -Cs) alkynyl, (C 2

-C

8 ) substituted alkynyl,

C

6

-C

20 aryl, C 6

-C

20 substituted aryl, C 2

-C

2 , heterocyclyl, C 2 -C2o substituted 10 heterocyclyl, arylalkyl or substituted arylalkyl;

W

3 is W 4 or W'; W 4 is R, -C(Y')Ry, -C(Y')W', -SO 2 R', or -SO,W 5 ; and W 5 is a carbocycle or a heterocycle wherein W 5 is independently substituted with 0 to 3 RY groups; each X 1 or X 2 is independently C-R 10 or N; 15 each R8 is halogen, NR,R N(R")OR",NR"NRR N 3 ,NO, NO, CHO, CN, -CH(=NR'), -CH=NNHR", -CH=N(OR"), -CH(OR")2, -C(=O)NR "R 2

-C(=S)NR'

1 R 12, -C(=O)OR'", (Cj-Cg)alkvl, (C2-Cs)alkenyl, (C-Cs)alkynyl,

(C

4 -Cs)carbocyclylalkyl, optionally substituted aryl, optionally substituted heteroaryl,

-C(=O)(C-C

8 )alkyl, -S(O),,(Cr-Cs)alkyl, aryl(CI-Cs)alkyl, OR" or SR"; 20 each R9 or R1 0 is independently H, halogen, NR"R", N(R")OR", NR"NR"R , N 3 , NO, NO 2 , CHO, CN, -CH(=NR '), -CH=NHNR", -CH=N(OR"),

-CH(OR")

2 , -C(=O)NR"R', -C(=S)NR"R 2 , -C(=O)OR'", R", OR" or SR"; each R"' or R 12 is independently H, (C -C 8 )alkyl, (C 2 -Cs)alkenyl, (C 2 C 8 )alkynyl, (C 4

-C

8 )carbocyclylalkyl, optionally substituted aryl, optionally 25 substituted heteroaryl, -C(=O)(CI-Cs)alkyl, -S(O),(C,-C8)alkyl or aryl(CI-Cs)alkyl; or R" and R 1 taken together with a nitrogen to which they are both attached form a 3 to 7 membered heterocyclic ring wherein any one carbon atom of said heterocyclic ring can optionally be replaced with -0-, -S- or -NRa-; wherein each (C-Cs)alkyl, (C 2

-C

8 )alkenyl, (C 2 -Cs)alkynyl or aryl(CI-Cs)alkyl 30 of each R 1 , R 3 , R 4

,R

5 , R,R" or R 12 is, independently, optionally substituted with one or more halo, hydroxy, CN, N 3 , N(Ra) 2 or OR'; and wherein one or more of the non terminal carbon atoms of each said (CI-Cs)alkyl may be optionally replaced with -0-, -S- or -NRa_ 13 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 In one embodiment of the invention of Formula II, R1 is (CI-C 8 )alkyl, (C 2 -CS) alkenyl or (C 2 -Cs)alkynyl. In another aspect of this embodiment, R, is (CI-Cs)alkyl. In another aspect of this embodiment, R' is methyl, CHF, or ethynyl. In another aspect of this embodiment, R1 is methyl. In another aspect of this embodiment, R1 is

(CI-C

8 )alkyl and R 6 is H. In another aspect of this embodiment, R 1 is (C-C 8 )alkyl 10 and at least one of X 1 or X 2 is N. In another aspect of this embodiment, R1 is (CI-Cs)alkyl and R 6 is CN, OH, or CH 3 . In one embodiment of Formula 11, R 3 is H, ORa, N(R a) 2 , N 3 , CN, SRa, halogen, (CI-Cs)alkyl, (C 2

-C

8 )alkenyl or (C2-Cs)alkynyl. In one aspect of this embodiment,

R

3 is H. In another aspect of this embodiment, R 3 is H and RI is (C 1 -Cg)alkyl, 15 (C 2

-C

8 ) alkenyl or (C 2 -Cs)alkynyl. In another aspect of this embodiment, R 3 is H and R1 is (C-Cs)alkyl. In another aspect of this embodiment, R 3 is H and R 1 methyl,

CH

2 F, or ethynyl. In another aspect of this embodiment, R3 is H and R] is methyl. In another aspect of this embodiment, R 3 is H, R 1 is (CI-Cs)alkyl and at least one of X 1 or X is N. In another aspect of this embodiment, R3 is H, R, is methyl and at least 20 one of X 1 or X2 is N. In another aspect of this embodiment, R 3 is H, R 1 is (CI-Cs)alkyl and R6 is CN, OH, or CH 3 . In another aspect of this embodiment, R3 is H, R 1 is methyl and R6 is CN, OH, or CH 3 . In another aspect of this embodiment, R 3 is H, R1 is methyl and R 6 is H. In one embodiment of Formula II, R 4 is H, ORa, N(Ra)2, N 3 , CN, SRa, halogen, 25 (C I-Cs)alkyl, (C 2 -Cs)alkenyl or (C 2

-C

8 )alkynyl. In another aspect of this embodiment, R4 is H or ORa. In another aspect of this embodiment, R4 is ORa. In another aspect of this embodiment, R4 is OR' and R 1 is (CI-Cs)alkyl, (C 2

-C

8 ) alkenyl or (C 2 -Cs)alkynyl. In another aspect of this embodiment, R 4 is ORa and R is (CI-Cs)alkyl, (C 2 -Cs) alkenyl or (C 2

-C

8 )alkynyl. In another aspect of this 30 embodiment, R4 is ORa and R 1 is (CI-Cs)alkyl. In another aspect of this embodiment,

R

4 is OR' and R1 is methyl. In another aspect of this embodiment, R 4 is ORa, R' is

(CI-C

8 )alkyl and at least one of X1 or X 2 is N. In another aspect of this embodiment, R4 is OR', R is methyl and at least one of X1 or X2 is N. In another aspect of this 14 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 embodiment, R4 is ORa, R1 is (C 1

-C

8 )alkyl and R is CN, OH, or CH 3 In another aspect of this embodiment, R 4 is OR', R] is methyl and R6 is CN, OH, or CH 3 . In another aspect of this embodiment, R 4 is ORa, R 1 is methyl and R 6 is H. In another aspect of this embodiment, R 4 is OH and R 1 is methyl. In another aspect of this embodiment, R 4 is OH, R 1 is (CI-Cs)alkyl and at least one of X 1 or X 2 is N. In 10 another aspect of this embodiment, R 4 is OH, R 1 is methyl and at least one of X 1 or X2 is N. In another aspect of this embodiment, R 4 is OH, R 1 is (C1-Cg)alkyl and R 6 is CN, OH, or CH 3 . In another aspect of this embodiment, R 4 is OH, R 1 is methyl and R 6 is CN, OH, or CH 3 . In another aspect of this embodiment, R 4 is OH, R 1 is methyl and R is H. 15 In one embodiment of Formula II, R 5 is H, ORa, N(R') 2 , N 3 , CN, SRa, halogen, (CI-Cs)alkyl, (C 2 -Cs)alkenyl or (C 2

-C

8 )alkynyl. In another aspect of this embodiment, R 4 is H or ORa. In another aspect of this embodiment, R 4 is OR'. In another aspect of this embodiment, R 4 is ORa and R1 is (C 1

-C

8 )alkyl, (C 2

-C

8 ) alkenyl or (C 2 -Cs)alkynyl. In another aspect of this embodiment, R 4 is ORa and R1 is 20 (C -Cs)alkyl, (C 2

-C

8 ) alkenyl or (C 2 -Cs)alkynyl. In another aspect of this embodiment, R 4 is ORa and R 1 is (Ca-Cs)alkyl. In another aspect of this embodiment, R4 is ORa and R1 is methyl. In another aspect of this embodiment, R4 is OR, R' is (CI-Cs)alkyl and at least one of X 1 or X 2 is N. In another aspect of this embodiment, R4 is OR", R1 is methyl and at least one of X 1 or X 2 is N. In another aspect of this 25 embodiment, R 4 is OR', R1 is (CI-C 8 )alkyl and R 6 is CN, OH, or CH 3 . In another aspect of this embodiment, R4 is ORa, R1 is methyl and R 6 is CN, OH, or CH 3 . In another aspect of this embodiment, R4 is OR a, R1 is methyl and R 6 is H. In another aspect of this embodiment, R 4 is OH and R1 is methyl. In another aspect of this embodiment, R is OH, R is (CI-Cs)alkyl and at least one of X1 or Xis N. In 30 another aspect of this embodiment, R 4 is OH, R' is methyl and at least one of X 1 or X2 is N. In another aspect of this embodiment, R 4 is OH, R' is (C 1

-C

8 )alkyl and R 6 is CN, OH, or CH 3 In another aspect of this embodiment, R 4 is OH, R1 is methyl and R 6 15 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 is CN, OH, or CH 3 . In another aspect of this embodiment, R 4 is OH, R 1 is methyl and R is H. In another aspect of this embodiment, R5 is N 3 . In another embodiment of Fonnula II, R 5 is H. In another aspect of this embodiment, R 4 is H or OR". In another aspect of this embodiment, R4 is ORa. In another aspect of this embodiment, R4 is OR' and R 1 is (CI-Cs)alkyl, (C 2

-C

8 ) alkenyl 10 or (C 2

-C

8 )alkynyl. In another aspect of this embodiment, R4 is ORa and R 1 is

(C

1 -Cs)alkyl, (C 2 -Cg) alkenyl or (C2-Cs)alkynyl. In another aspect of this embodiment, R4 is OR' and R1 is (CI-Cg)alkyl. In another aspect of this embodiment, R4 is OR' and R 1 is methyl. In another aspect of this embodiment, R 4 is OR', R, is (Cj-C 8 )alkyl and at least one of X 1 or X 2 is N. In another aspect of this embodiment, 15 R4 is OR', R1 is methyl and at least one of X1 or X2 is N. In another aspect of this embodiment, R4 is OR', R 1 is (CI-Cg)alkyl and R 6 is CN, OH, or CH 3 In another aspect of this embodiment, R4 is ORa, R1 is methyl and R is CN, OH, or CH 3 . In another aspect of this embodiment, R4 is OR', R 1 is methyl and R 6 is H. In another aspect of this embodiment, R4 is OH and R' is methyl. In another aspect of this 20 embodiment, R4 is OH, R1 is (CI-Cs)alkyl and at least one of X1 or X 2 is N. In another aspect of this embodiment, R 4 is OH, R1 is methyl and at least one of X, or X2 is N. In another aspect of this embodiment, R4 is OH, R' is (CI-Cg)alkyl and R6 is CN, OH, or CH 3 . In another aspect of this embodiment, R 4 is OH, R, is methyl and R 6 is CN, OH, or CH 3 . In another aspect of this embodiment, R4 is OH, R 1 is methyl and 25 R 6 is H. In another embodiment of Fonnula II, R is H, CN, ORa or CH 3 . In another aspect of this embodiment R6 is H. In another aspect of this embodiment R 6 is CN. In another aspect of this embodiment R6 is OR". In another aspect of this embodiment R6 is OH. In another aspect of this embodiment R6 is CH. In another aspect of this 44 30 embodiment, R is H or OR. In another aspect of this embodiment, R 4 is ORa. In another aspect of this embodiment, R 4 is OR and R1 is (CI-Cs)alkyl, (Cr-Cs) alkenyl or (C 2 -Cs)alkynyl. In another aspect of this embodiment, R 4 is OR and R1 is (C -C 8 )alkyl, (C 2

-C

8 ) alkenyl or (C 2 -Cs)alkynyl. In another aspect of this 16 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 embodiment, R 4 is ORa and R1 is (CI-Cs)alkyl. In another aspect of this embodiment,

R

4 is ORa and RI is methyl. In another aspect of this embodiment, R 4 is OR a, R' is (CI-Cs)alkyl and at least one of XI or X 2 is N. In another aspect of this embodiment, R4 is ORa, R is methyl and at least one of X1 or X2 is N. In another aspect of this embodiment, R4 is OR, R' is (C-Cs)alkyl and R 6 is CN, OH, or CH 3 In another 4 a 16 10 aspect of this embodiment, R is OR', R is methyl and R is CN, OH, or CH 3 . In another aspect of this embodiment, R 4 is OR', Ri is methyl and R 6 is H. In another aspect of this embodiment, R 4 is OH and R1 is methyl. In another aspect of this embodiment, R 4 is OH, R' is (CI-Cs)alkyl and at least one of X 1 or X 2 is N. In another aspect of this embodiment, R 4 is OH, R 1 is methyl and at least one of X 1 or X2 15 is N. In another aspect of this embodiment, R4 is OH, R is (C 1 -Cs)alkyl and R6 is CN, OH, or CH 3 In another aspect of this embodiment, R 4 is OH, R, is methyl and R 6 is CN, OH, or CH 3 . In another aspect of this embodiment, R 4 is OH, R1 is methyl and R is H. In another embodiment of Formula II, R 6 is CN, ORa or CH1 3 . In another 20 aspect of this embodiment R 6 is CN. In another aspect of this embodiment R 6 is ORa. In another aspect of this embodiment R 6 is OH. In another aspect of this embodiment

R

6 is CH 3 . In another aspect of this embodiment, R 4 is H or ORa. In another aspect of 4 a 4 this embodiment, R is OR . In another aspect of this embodiment, R is ORa and R 1 is (Cl-Cs)alkyl, (C 2 -Cg) alkenyl or (C 2 -Cs)alkynyl. In another aspect of this 25 embodiment, R 4 is OR' and Ri is (Cv-Cs)alkyl, (C 2 -CS) alkenyl or (C 2 -Cs)alkynyl. In another aspect of this embodiment, R 4 is OR' and R 1 is (CI-Cs)alkyl. In another aspect of this embodiment, R 4 is ORa and Ri is methyl. In another aspect of this embodiment, R4 is OR', R- is (CI-Cs)alkyl and at least one of X1 or X2 is N. In another aspect of this embodiment, R4 is OR a, R1 is methyl and at least one of X' or 30 X2 is N. In another aspect of this embodiment, R4 is OR', R1 is (C-Cs)alkyl and R6 is CN, OH, or CH 3 In another aspect of this embodiment, R 4 is ORa, R' is methyl and R 6 is CN, OH, or CH 3 . In another aspect of this embodiment, R 4 is OH and R, is methyl. In another aspect of this embodiment, R 4 is OH, R 1 is (CI-C 8 )alkyl and at least one of 17 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 XI or X2is N. In another aspect of this embodiment, R4 is OH, R1 is methyl and at least one of X or X2 is N. In another aspect of this embodiment, R4 is OH, R1 is (Ci-Cs)alkyl and R 6 is CN, OH, or CH 3 In another aspect of this embodiment, R 4 is OH, R' is methyl and R 6 is CN, OH, or CH 3 . In one embodiment of Formula II, R 7 is H, -C(=O)R", -C(=O)OR", 10 C(=0)SR" or 0 In a aspect of this embodiment, R is H. In another aspect of this embodiment, R 7 is -C(=O)R 1 . In another aspect of this embodiment, R 7 is -C(=O)R" wherein R 1 is (Cj-Cs)alkyl. In another aspect of this embodiment, R 7 is 0 W In another aspect of this embodiment R is H. In another aspect of 15 this embodiment R 6 is CN. In another aspect of this embodiment R 6 is OR'. In another aspect of this embodiment R6 is OH. In another aspect of this embodiment R 6 is CH 3 . In another aspect of this embodiment, R4 is H or OR'. In another aspect of this embodiment, R4 is OR a. In another aspect of this embodiment, R4 is ORa and R' is (Ci-Cs)alkyl, (C 2

-C

8 ) alkenyl or (C2-Cs)alkynyl. In another aspect of this 20 embodiment, R 4 is OR' and R1 is (Ci-C 8 )alkyl. In another aspect of this embodiment,

R

4 is ORa and R1 is methyl. In another aspect of this embodiment, R 4 is ORa, R 1 is

(C

1

-C

8 )alkyl and at least one of XI or X 2 is N. In another aspect of this embodiment, R4 is ORa, R 1 is methyl and at least one of X 1 or X 2 is N. In another aspect of this embodiment, R 4 is OR', R1 is (C1-C8)alkyl and R 6 is CN, OH, or CH 3 In another 25 aspect of this embodiment, R 4 is ORa, R 1 is methyl and R" is CN, OH, or CH 3 . In another aspect of this embodiment, R 4 is OR' 1 is methyl and R6 is H. In another aspect of this embodiment, R4 is OH and R1 is methyl. In another aspect of this embodiment, R4 is OH, R' is (CI-Cs)alkyl and at least one of X1 or X2 is N. In 18 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 another aspect of this embodiment, R4 is OH, R1 is methyl and at least one of X1 or X2 is N. In another aspect of this embodiment, R 4 is OH, R 1 is (Cr-Cg)alkyl and R 6 is CN, OH, or CH 3 In another aspect of this embodiment, R 4 is OH, R, is methyl and R6 is CN, OH, or CH 3 . In another aspect of this embodiment, R 4 is OH, R, is methyl and R' is H. 10 In one embodiment of Formula II, X1 is N or C-R 10 . In another aspect of this embodiment, X' is N. In another aspect of this embodiment, X' is C-R". In another aspect of this embodiment, X 2 is C-H. In another aspect of this embodiment, X 1 is N and X2 is C-H. In another aspect of this embodiment, X 1 is C-R 0 and X 2 is CH. In another aspect of this embodiment R6 is H. In another aspect of this embodiment R6 is 15 CN. In another aspect of this embodiment R6 is ORa. In another aspect of this embodiment R is OH. In another aspect of this embodiment R" is CH 3 . In another aspect of this embodiment, R 4 is H or OR". In another aspect of this embodiment., R 4 is ORa. In another aspect of this embodiment, R 4 is ORa and R 1 is (C 1 -Cs)alkyl,

(C

2

-C

8 ) alkenyl or (C2-Cs)alkynyl. In another aspect of this embodiment, R 4 is ORa 20 and R1 is (CI-Cs)alkyl. In another aspect of this embodiment, R 4 is OR' and R' is methyl. In another aspect of this embodiment, R4 is OR a, R1 is (Ci-Cs)alkyl and at least one of X1 or X 2 is N. In another aspect of this embodiment, R 4 is OR', R' is methyl and at least one of X 1 or X 2 is N. In another aspect of this embodiment, R 4 is ORa, R' is (CI-Cs)alkyl and R 6 is CN, OH, or CH 3 In another aspect of this 25 embodiment, R 4 is OR', R1 is methyl and R 6 is CN, OH, or CH 3 . In another aspect of this embodiment, R 4 is OH and R1 is methyl. In another aspect of this embodiment, R4 is OH, R 1 is (C1-Cs)alkyl and at least one of X1 or X2 is N. In another aspect of this embodiment, R 4 is OH, R 1 is methyl and at least one of X1 or X 2 is N. In another aspect of this embodiment, R 4 is OH, R1 is (C1-Cs)alkyl and R 6 is CN, OH, or CH 3 . 30 In another aspect of this embodiment, R 4 is OH, R 1 is methyl and R 6 is CN, OH, or

CH

3 . In another aspect of this embodiment, R 4 is OH, R1 is methyl and R 6 is H. In another embodiment of Formula II, each R8 is independently halogen, NR"R 1, N(R")OR", NR"NR"R 2 , OR" or SR". In another aspect of this embodiment, R1 is methyl, CH 2 F or ethynyl. In another aspect of this embodiment, 19 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 R1 is methyl. In another aspect of this embodiment, R 9 is H, halogen, or NR" 1 RI 2. In another aspect of this embodiment, R 9 is H, halogen, or NR 1 "R 2 and R 1 is methyl,

CH

2 F, or ethynyl. In another aspect of this embodiment, R 9 is H, halogen, or NR"R 2 and R8 is methyl. In another aspect of this embodiment, R8 is NH2 and R9 is H or halogen. In another aspect of this embodiment, R8 is NH 2 and Ro is H or halogen and 10 R' is methyl, CH 2 F, or ethynyl. In another aspect of this embodiment, R 8 is NH 2 and R9 is H or halogen and R 1 is methyl. In another aspect of this embodiment, R8 and R9 are each NH12. In another aspect of this embodiment, R8 and Ro are each NH2 and R is methyl. In another aspect of this embodiment, R8 and R 9 are each NH 2 and R1 is methyl, CH 2 F or ethynyl. In another aspect of this embodiment, R8 is OH and R 9 is 15 NH 2 . In another aspect of this embodiment, R 8 is OH, R 9 is NH 2 and R 1 is methyl. In another aspect of this embodiment, R8 is OH, R 9 is NH 2 and R1 is methyl, CH2F, or ethynyl. In another aspect of this embodiment R is H. In another aspect of this embodiment R is CN. In another aspect of this embodiment R is ORa. In another aspect of this embodiment R 6 is OH. In another aspect of this embodiment R 6 is CH 3 . 20 In another aspect of this embodiment, R 4 is H or ORa. In another aspect of this embodiment, R 4 is ORa. In another aspect of this embodiment, R 4 is ORa and R, is

(C

1 -Cg)alkyl, (C 2

--C

8 ) alkenyl or (C 2

-C

8 )alkynyl. In another aspect of this embodiment, R 4 is ORa and R 1 is (CI-Cs)alkyl. In another aspect of this embodiment,

R

4 is ORa and R1 is methyl, In another aspect of this embodiment, R 4 is ORa, R, is 25 (CI-C 8 )alkyl and at least one of X' or X 2 is N. In another aspect of this embodiment, R4 is ORa, R1 is methyl and at least one of X1 or X2 is N. In another aspect of this embodiment, R 4 is ORa, R' is (Ci-Cs)alkyl and R 6 is CN. OH, or CH 3 . In another aspect of this embodiment, R 4 is OR', R1 is methyl and R 6 is CN, OH, or CH 3 . In another aspect of this embodiment, R4 is ORa, R is methyl and R 6 is H. In another 30 aspect of this embodiment, R 4 is OH and R1 is methyl. In another aspect of this embodiment, R 4 is OH, R' is (CI-Cs)alkyl and at least one of X1 or X 2 is N. In another aspect of this embodiment, R4 is OH, R 1 is methyl and at least one of X 1 or X2 is N. In another aspect of this embodiment, R4 is OH, R 1 is (Ci-Cs)alkyl and R6 is CN, OH, or CH 3 . In another aspect of this embodiment, R4 is OH, R1 is methyl and R6 20 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 is CN, OH, or CH 3 . In another aspect of this embodiment, R 4 is 011, R, is methyl and

R

6 is H. In another embodiment of Formula II, each R 1 0 is, independently, H, halogen, CN or optionally substituted heteroaryl. In another aspect of this embodiment, R1 is methyl. In another aspect of this embodiment, R 1 is methyl, CH 2 F or ethynyl. In 10 another aspect of this embodiment, R 9 is H, halogen, or NR'R1. In another aspect of this embodiment, R 9 is H, halogen, or NR"R 12 and R' is methyl. In another aspect of this embodiment, R 9 is H, halogen, or NR"R1 2 and R' is methyl, CH 2 F, or ethynyl. In another aspect of this embodiment, R 8 is NH2 and R 9 is H or halogen. In another aspect of this embodiment, R8 is NH2 and R9 is H or halogen and R is methyl. In 15 another aspect of this embodiment, R8 is NH 2 and R9 is H or halogen and R, is methyl,

CH

2 F, or ethynyl. In another aspect of this embodiment, R8 and R9 are each NH2. In another aspect of this embodiment, R8 and R9 are each NH2 and R is methyl. In another aspect of this embodiment, R8 and R9 are each NH 2 and R, is methyl, CH2F or ethynyl. In another aspect of this embodiment, R 8 is OH and R 9 is NH 2 . In another 20 aspect of this embodiment, R8 is OH, R9 is NH 2 and R1 is methyl. In another aspect of this embodiment, R 8 is OH, R 9 is NH 2 and R1 is methyl, CH 2 F, or ethynyl. In another aspect of this embodiment R6 is H. In another aspect of this embodiment R6 is CN. In another aspect of this embodiment R6 is OR. In another aspect of this embodiment R is OH. In another aspect of this embodiment R 6 is CH 3 . In another aspect of this 25 embodiment. R 4 is H or ORa. In another aspect of this embodiment, R 4 is ORa. In another aspect of this embodiment, R 4 is ORa and R1 is (CI-C8)alkyl, (C 2 -Cg) alkenyl or (C 2 -Cs)alkynyl. In another aspect of this embodiment, R 4 is ORa and R, is (Cr-Cs)alkyl. In another aspect of this embodiment, R is OR' and R is methyl. In another aspect of this embodiment, R 4 is ORa, R 1 is (C1-Cs)alkyl and at least one of 30 XI or X 2 is N. In another aspect of this embodiment, R 4 is ORa, R 1 is methyl and at least one of X1 or X2 is N. In another aspect of this embodiment, R 4 is OR', R is

(C

1

-C

8 )alkyl and R 6 is CN, OH, or CH 3 . In another aspect of this embodiment, R 4 is ORa, Ri is methyl and R6 is CN, OH, or CH3. In another aspect of this embodiment, R4 is OR', R is methyl and R 6 is H. In another aspect of this embodiment, R4 is OH 21 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 and R1 is methyl. In another aspect of this embodiment, R 4 is OH, R 1 is (Ci-C 8 )alkyl and at least one of X1 or X 2 is N. In another aspect of this embodiment, R 4 is OH, R' is methyl and at least one of XI or X 2 is N. In another aspect of this embodiment, R4 is OH, R' is (CI-Cs)alkyl and R 6 is CN, OH, or CH 3 . In another aspect of this embodiment, R 4 is OH, R 1 is methyl and R 6 is CN, OH, or CH 3 . In another aspect of 10 this embodiment, R 4 is OH, R 1 is methyl and R 6 is H. In another embodiment, compounds of Formula I or Formula II are represented by Fonula III:

R

8 R7 XN H R 1 R 4# Formula III 15 or a pharmaceutically acceptable salt, thereof; wherein: R1 is CH 3 , CH 2 F, or ethynyl and all remaining variables are defined as for Formula I. In one embodiment of Formula III, R 4 is H, OR', N(Ra) 2 , N 3 , CN, SRa, 20 halogen, (Cv-Cg)alkyl, (C 2

-C

8 )alkenyl or (C 2 -Cs)alkynyl. In another aspect of this embodiment, R 4 is H or ORa. In another aspect of this embodiment, R 4 is ORa. In another aspect of this embodiment, R 4 is ORa and R 1 is CH 3 , CHI 2 F, or ethynyl. In another aspect of this embodiment, R 4 is OR' and R1 is methyl. In another aspect of this embodiment, R 4 is ORa, R 1 is methyl and at least one of X 1 or X 2 is N. In another 25 aspect of this embodiment, R 4 is ORa, R1 is methyl and R6 is CN, OH, or CH3. In another aspect of this embodiment, R4 is OR', R1 is methyl and R6 is H. In another aspect of this embodiment, R 4 is OH and R1 is methyl. In another aspect of this 22 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 embodiment, R 4 is OH, R 1 is methyl and at least one of X1 or X 2 is N. In another aspect of this embodiment, R 4 is OH, R 1 is methyl and R 6 is CN, OH, or CH 3 . In another aspect of this embodiment, R 4 is OH, R 1 is methyl and R' is H. In another embodiment of Fornula III, R 6 is H, CN, ORa or CH 3 . In another aspect of this embodiment R 6 is H. In another aspect of this embodiment R 6 is CN. In 10 another aspect of this embodiment R 6 is OR'. In another aspect of this embodiment R 6 is OH. In another aspect of this embodiment R 6 is CH 3 . In another aspect of this embodiment, R 4 is H or OR'. In another aspect of this embodiment, R 4 is OR'. In another aspect of this embodiment, R 4 is ORa and R is methyl. In another aspect of this embodiment, R4 is ORa, R' is methyl and at least one of X or X2 is N. In another 15 aspect of this embodiment, R is OR', R1 is methyl and R 6 is CN, OH, or CH 3 . In another aspect of this embodiment, R4 is ORa, R1 is methyl and R 6 is H. In another aspect of this embodiment, R 4 is OH and R 1 is methyl. In another aspect of this embodiment, R 4 is OH, R 1 is methyl and at least one of X1 or X 2 is N. In another aspect of this embodiment, R 4 is OH, R 1 is methyl and R 6 is CN, OH, or CH 3 . In 20 another aspect of this embodiment, R 4 is OH, R' is methyl and R 6 is H. In another embodiment of Formula Ill, R6 is CN, ORa or CH 3 . In another aspect of this embodiment R6 is CN. In another aspect of this embodiment R6 is OR' In another aspect of this embodiment R6 is OH. In another aspect of this embodiment R6 is CH3. In another aspect of this embodiment, R4 is H or OR. In another aspect of 25 this embodiment, R 4 is ORa. In another aspect of this emnbodim-ent, R 4 is OR' and R, is methyl. In another aspect of this embodiment, R 4 is OR', Ro is methyl and at least one of X1 or X2 is N. In another aspect of this embodiment, R 4 is OR', R1 is methyl and R is CN, OH, or CH3. In another aspect of this embodiment, R4 is OH and R 1 is methyl. In another aspect of this embodiment, R 4 is OH, R is methyl and at least one 30 of X or X 2 is N. In another aspect of this embodiment, R 4 is OH, R, is methyl and R6 is CN, OH, or CH 3 . In one embodiment of Formula III, R 7 is H, -C(=O)R", -C(=0)OR", C(=O)SR" or 23 WO 2012/039791 PCT/US2011/029441 802.CIPF2 0 W1 5 W . In a aspect of this embodiment, R7 is H. In another aspect of this embodiment, R 7 is -C(=O)R". In another aspect of this embodiment, R 7 is -C(=O)R " wherein R 1 is (CI-Cs)alkyl. In another aspect of this embodiment, R 7 is 0 || p W1 W2 . In another aspect of this embodiment R 6 is H. In another aspect of this embodiment R 6 is CN. In another aspect of this embodiment R 6 is OR'. In 10 another aspect of this embodiment R 6 is 01-I. In another aspect of this embodiment R 6 is CH 3 . In another aspect of this embodiment, R 4 is H or ORa. In another aspect of this embodiment, R4 is ORa and R 1 is methyl. In another aspect of this embodiment, R4 is OR', R1 is methyl and at least one of X' or X 2 is N. In another aspect of this embodiment, R 4 is ORa, R 1 is methyl and R 6 is CN, OH, or CH 3 . In another aspect of 15 this embodiment, R4 is OR a, R 1 is methyl and R 6 is H. In another aspect of this embodiment, R 4 is OH and RI is methyl. In another aspect of this embodiment, R4 is OH, R' is methyl and at least one of X 1 or X 2 is N. In another aspect of this embodiment, R 4 is OH, R1 is methyl and R 6 is CN, OH, or CH 3 . In another aspect of this embodiment, R 4 is OH, R1 is methyl and R 6 is H. 20 In one embodiment of Formula III, X 1 is N or C-R' 0 . In another aspect of this embodiment, X 1 is N. In another aspect of this embodiment, X' is C-Ro'. In another aspect of this embodiment, X 2 is C-H. In another aspect of this embodiment, X 1 is N and X 2 is C-H. In another aspect of this embodiment, X 1 is C-R 10 and X 2 is CH. In another aspect of this embodiment R 6 is H. In another aspect of this embodiment R 6 is 6 a 25 CN. In another aspect of this embodiment R is ORa. In another aspect of this embodiment R6 is OH. In another aspect of this embodiment R is CH 3 . In another aspect of this embodiment, R 4 is H or ORa. In another aspect of this embodiment, R 4 is ORa. In another aspect of this embodiment, R 4 is ORa and RI is methyl. In another aspect of this embodiment, R 4 is ORa, R1 is methyl and at least one of X 1 or X 2 is N. 24 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 In another aspect of this embodiment, R4 is ORa, RI is methyl and R is CN, OH, or

CH

3 . In another aspect of this embodiment, R 4 is OH and R 1 is methyl. In another aspect of this embodiment, R 4 is OI, R 1 is methyl and at least one of X1 or X 2 is N. In another aspect of this embodiment, R 4 is OH, R1 is methyl and R 6 is CN, OH, or CH 3 . In another aspect of this embodiment, R 4 is OH, R1 is methyl and R 6 is H. 10 In another embodiment of Formula 11, each R' is independently halogen, 12 I I 12 11I NR"R , N(R")OR, NR"NR"R , OR" or SR . In another aspect of this embodiment, R1 is methyl, CH 2 F or ethynyl. In another aspect of this embodiment,

R

1 is methyl. In another aspect of this embodiment, R 9 is H, halogen, or NR 11 R . In another aspect of this embodiment, R 9 is H, halogen, or NR"'R 12 and R' is methyl, 15 CH2F, or ethynyl. In another aspect of this embodiment, R 9 is H, halogen, or NR"R1 and R1 is methyl. In another aspect of this embodiment, R is NH 2 and R" is H or halogen. In another aspect of this embodiment, R 8 is NH2 and R) is H or halogen and R1 is methyl, CH 2 F, or ethynyl. In another aspect of this embodiment, R8 is NH 2 and

R

9 is H or halogen and R' is methyl. In another aspect of this embodiment, R 8 and R 9 20 are each NH2. In another aspect of this embodiment, R' and R 9 are each NH 2 and R' is methyl, CH 2 F or ethynyl. In another aspect of this embodiment, RS and R 9 are each

NH

2 and R 1 is methyl. In another aspect of this embodiment, R 8 is OH and R 9 is NH2. In another aspect of this embodiment, R 8 is OH, R 9 is NH 2 and R1 is methyl, CH 2 F, or ethynyl. In another aspect of this embodiment, R 8 is OH, R 9 is NH 2 and R1 is methyl. 25 In another aspect of this embodiment R 6 is H. In another aspect of this embodiment

R

6 is CN. In another aspect of this embodiment R 6 is ORa. In another aspect of this embodiment R is OH. In another aspect of this embodiment R is CH 3 . In another aspect of this embodiment, R 4 is H or OR'. In another aspect of this embodiment, R 4 is ORa and R 1 is methyl. In another aspect of this embodiment, R 4 is ORa, R' is 30 methyl and at least one of X1 or X2 is N. In another aspect of this embodiment, R 4 is ORa, R 1 is methyl and R 6 is CN, OH, or CH 3 . In another aspect of this embodiment, R4 is OR', R' is methyl and R6 is H. In another aspect of this embodiment, R4 is OH and R1 is methyl. In another aspect of this embodiment, R 4 is OH, R1 is methyl and at least one of X 1 or X 2 is N. In another aspect of this embodiment, R 4 is OH, R1 is 25 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 methyl and R 6 is CN, OH, or CH 3 . In another aspect of this embodiment, R 4 is OH, R' is methyl and R 6 is H. In another embodiment of Formula III, each Rio is, independently, H, halogen, CN or optionally substituted heteroaryl. In another aspect of this embodiment, R I is methyl. In another aspect of this embodiment, R9 is H, halogen, or NR 11 R1 2 . In 10 another aspect of this embodiment, R 9 is H, halogen, or NR"R 1 2 and R' is methyl. In another aspect of this embodiment, R 8 is NH 2 and R 9 is H or halogen. In another aspect of this embodiment, R 8 is NH 2 and R 9 is H or halogen and R 1 is methyl. In another aspect of this embodiment, R 8 and R 9 are each NH 2 . In another aspect of this embodiment, R 8 and R 9 are each NH 2 and Ri is methyl. In another aspect of this 15 embodiment, R8 is OH and R9 is NH 2 . In another aspect of this embodiment, R8 is OH, R 9 is NH 2 and R1 is methyl. In another aspect of this embodiment R 6 is H. In another aspect of this embodiment R' is CN. In another aspect of this embodiment R 6 is ORa. In another aspect of this embodiment R 6 is OH. In another aspect of this embodiment R 6 is CH 3 . In another aspect of this embodiment, R 4 is H or OR'. In 20 another aspect of this embodiment, R 4 is ORa and R1 is methyl. In another aspect of this embodiment, R4 is ORa, R 1 is methyl and at least one of X1 or X2 is N. In another aspect of this embodiment, R 4 is ORa, R 1 is methyl and R 6 is CN, OH, or CH 3 . In another aspect of this embodiment, R4 is OR a, R' is methyl and R is H. In another aspect of this embodiment, R 4 is OH and R 1 is methyl. In another aspect of this 25 embodiment, R 4 is OH, R 1 is methyl and at least one of X 1 or X 2 is N. In another aspect of this embodiment, R 4 is OH, R1 is methyl and R 6 is CN, OH, or CH 3 . In another aspect of this embodiment, R 4 is OH, R1 is methyl and R 6 is H. In another embodiment, provided are compounds of Formula IV: 26 WO 2012/039791 PCT/US2011/029441 802.CIPF2

R

8 N N 7__ N O N R 9

R

5 11,

R

3 R1 5 R4 R2 Formula IV or a pharmaceutically acceptable salt, thereof; wherein:

R

1 is (C 1

-C

8 )alkyl, (C 4 -Cs)carbocyclylalkyl, (C 1 -Cs)substituted alkyl, 10 (C 2

-C

8 )alkenyl, (C 2 -Cs)substituted alkenyl, (C 2 -Cs)alkynyl, (C 2 -Cs)substituted alkynyl, or aryl(CI-C 8 )alkyl;

R

2 is halogen;

R

3 , R 4 , and R 5 are each independently H, halogen, ORa, N(Ra) 2 , N 3 , CN, NO 2 , S(O)Ra, (C 1 -Cs)alkyl, (C 4

-C

8 )carbocyclylalkyl, (C 1 -Cs)substituted alkyl, 15 (C 2 -Cs)alkenyl, (C 2 -Cs)substituted alkenyl, (C 2 -Cs)alkynyl, (C 2

-C

8 )substituted alkynyl, or aryl(CI-Cs)alkyl; or any two of R 3 , R 4 or R 5 on adjacent carbon atoms when taken together are O(CO)O- or when taken together with the ring carbon atoms to which they are attached form a double bond; 20 each n is independently 0, 1, or 2; each Ra is independently H, (C 1

-C

8 )alkyl, (C 2 -Cs)alkenyl, (C 2 -Cg)alkynyl, aryl(CI-C 8 )alkyl, (C 4 -Cs)carbocyclylalkyl, -C(=O)R", -C(=0)OR", -C(=0)NR' R, -C(=O)SR", -S(O)R", -S(O) 2 R ", -S(O)(OR"), -S(O)2(OR"), or -SO2NR"R 1;

R

7 is H, -C(=O)R 1 , -C(=0)OR' , -C(=O)NR "R' 2 , -C(=O)SR", -S(O)R", 25 S(O) 2 R", -S(O)(OR "), -S(O) 2 (OR"), -SO 2 NR"R , or 27 WO 2012/039791 PCT/US2011/029441 802.CIPF2 Y -P 5 W Y is 0, S, NR, *N(O)(R), N(OR), +N(O)(OR), or N-NR 2 : WI and W2, when taken together, are -y3(C(R_)2)3y3_; or one of W1 or W 2 together with either R 3 or R 4 is -Y 3 - and the other of W 1 or 10 W 2 is Formula Ia; or

W

1 and W 2 are each, independently, a group of Formula IVa: Y1 RX Y 2 p2

Y

2 Rx M2 Formula IVa wherein: 15 each Y' is, independently, 0, S, NR, *N(O)(R), N(OR), N(O)(OR), or

N-NR

2 ; each Y2 is independently a bond, 0, CR 2 , NR, 4N(O)(R), N(OR), +N(O)(OR),

N-NR

2 , S, S-S, S(O), or S(O)2; each Y 3 is independently 0, S, or NR; 20 M2 is 0, 1 or 2; each R' is a group of Formula IVb: 28 WO 2012/039791 PCT/US2011/029441 802.CIPF2

Y

1 R YY 1 Y222 y2 Mid M1 2c M1CMd 5 Mla Formula lVb wherein: each MIa, M1c, and Mid is independently 0 or 1; 10 M12c is 0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 or 12; each Ry is independently H, F, Cl, Br, 1, OH, -C(=Y 1 )R, -C(=Y)RD C(=Y')OR, -C(=Y')N(R) 2 , -N(R) 2 , -*N(R) 3 , -SR, -S(O)R, -S(O) 2 R, -S(O) 2 R, S(O)(OR), -S(O) 2 (OR), -OC(=Y')R, -OC(=Y')OR, -OC(=Y 1

)(N(R)

2 ), -SC(=Y')R, SC(=Y')OR, -SC(=Y )(N(R) 2 ), -N(R)C(=Y )R, -N(R)C(=Y )OR, -N(R)C(=Y)N(R)2, 15 -SO 2

NR

2 , -CN, -N 3 , -NO 2 , -OR, (CI-C 8 ) alkyl, (C 2 -Cs)alkenyl, (C 2 -Cs) alkynyl,

C

6

-C

20 aryl, C 3

-C

20 carbocyclyl, C 2

-C

2 o heterocyclyl, arylalkyl, heteroarylalkyl; wherein each (C 1

-C

8 ) alkyl, (C 2 -Cs)alkenyl, (C 2

-C

8 ) alkynyl, C6-C 2 0 aryl,

C

3

-C

20 carbocyclyl, C 2

-C

20 heterocyclyl, arylalkyl, or heteroarylalkyl is optionally substituted with 1-3 R 2 0 groups; 20 or when taken together, two Ry on the same carbon atom form a carbocyclic ring of 3 to 7 carbon atoms; each R is independently H, (C 1 -Cs) alkyl, (C 2 -Cs)alkenyl, (C 2 -Cs) alkynyl,

C

6

-C

2 0 aryl, C 3

-C

20 carbocyclyl, C 2

-C

2 o heterocyclyl, or arylalkyl; each R 8 is halogen, NR"R 2 , N(R")OR", NR"NR"R, N 3 , NO, NOOR" 25 or S(O)nR 1 ; each R 9 is independently H, halogen, NR''R2 , N(R")OR", NR"NR"R1 2 , N 3 , NO, NO2, CHO. CN, -CH(=NR"), -CH=NHNR", -CH=N(OR"), -CH(OR'')2, -C(=O)NRI'R 12, -C(=S)NR"R' 2 , -C(=O)OR", R", OR" or S(O),R"l; each R" or R 2 is independently H, (C 1

-C

8 )alkyl, (C 2

-C

8 )alkenyl, (C 2 30 C)alkynyl, (C 4

-C

8 )carbocyclylalkyl, optionally substituted aryl, optionally 29 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 substituted heteroaryl, -C(=O)(C 1 -Cs)alkyl, -S(O),,(C1-Cg)alkyl or aryl(C 1 -CS)alkyl; or

R

1 and R 1 taken together with a nitrogen to which they are both attached forn a 3 to 7 membered heterocyclic ring wherein any one carbon atom of said heterocyclic ring can optionally be replaced with -0-, -S- or -NR b_ each R1 3 is independently a carbocycle or heterocycle optionally substituted 10 with 1-3 R" groups; each R 20 is independently, halogen, CN, N 3 , N(R) 2 , OR, -SR, -S(O)R, -S(O) 2 R, -S(O)(OR), -S(O) 2 (OR), -C(=Y')R, -C(=Y 1 )OR, or C(=Y')N(R) 2 ; wherein each (C-Cs)alkyl, (C 2 -Cs)alkenyl, (C 2 -Cs)alkynyl or aryl(CI-Cs)alkyl of each R1, R , R 4, R', R', R" or R 12 is, independently, optionally substituted with one 15 or more halo, hydroxy, CN, N 3 , N(R1)) 2 or ORe; and wherein one or more of the non terminal carbon atoms of each said (Ci-C 8 )alkyl may be optionally replaced with -0-. -S- or -NR ; each Rb is independently H, (CI-Cs)alkyl, (C 2 -Cs)alkenyl, (C 2 -Cs)alkynyl, aryl(C 1

-C

8 )alkyl, (C 4

-C

8 )carbocyclylalkyl, -C(=O)R , -C(=O)ORE , -C(=O)NR2 R, 20 -C(=O)SR 21 , -S(O)R 2 1 , -S(O) 2

R

2 ', -S(O)(OR 21 ), -S(O) 2

(OR

2 1 ), or -S0 2 NR 2R; 2 2 each R 21 or R 22 is independently H, (C]-Cs)alkyl, (C 2

-C

8 )alkenyl, (C 2 Cs)alkynyl, (C 4

-C

8 )carbocyclylalkyl, -C(=O)(CI-Cs)alkyl, -S(O),(CI-C8)alkyl or aryl(C-C 8 )alkyl; with the optional proviso that compounds 1, Id, I e, 2, TP-1, A-1, 8, and 21 are 25 excluded. In another aspect of this embodiment Y and YI is 0. In another aspect of this 81 2 12 1 embodiment R8 is halogen, NR" R -, N(R")OR", NR"NR"R , OR" or S(O),,R" 9 1 i 12 In another aspect of this embodiment R is H, halogen, S(O),R" or NR"R . In another aspect of this embodiment R 4 is ORa. In another aspect of this embodiment 30 R is CH 3 . In another aspect of this embodiment R2 is F. In another aspect of this embodiment R7 is 30 WO 2012/039791 PCT/US2011/029441 802.CIPF2 Y W, 5 W wherein Y is -0-; WI is Formula la and W 2 together with R 4 is -0-.In another embodiment, compounds of Formula IV are represented by Formula V:

R

8 N O N R _O N R9 H R R 4 F 10 Formula V wherein R1 is methyl or ethynyl, and R is OR. In another aspect of this embodiment R 7 is H or 15 0 W In another aspect of this embodiment, compound of Formula V are represented the following structures: 20 31 WO 2012/039791 PCT/US2011/029441 802.CIPF2 R RR

NH

2 Ry. N O HN-P-O O N O N Ar' 5 HO F

NH

2 R.0 R N-r N O HN-P-O O N O N Ar' d F R 0

NH

2 N NH 2 N I~ " N NH2 N NN R R N N R S R HRN F 0 0 '4'1 0' N II N O HO F

RNH

2 RN O R N NyrSRR H o RR HN O O N O N Ar' 10 HO F In another embodiment, provided are compounds of Formula VI: 32 WO 2012/039791 PCT/US2011/029441 802.CIPF2

NH

2 N N o N R7''~0 N 5

R

4 F Formula VI or a pharmaceutically acceptable salt, thereof; wherein: 10 R 4 isORa each n is independently 0, 1, or 2; each Ra is independently H, (C -Cs)alkyl, (C2-Cg)alkenyl, (C 2 -Cs)alkynyl, aryl(C 1

-C

8 )alkyl, (C 4

-C

8 )carbocyclylalkyl, -C(=O)R", -C(=O)OR", -C(=O)NR"R , -C(=O)SR", -S(O)R", -S(O) 2 R", -S(O)(OR"), -S(O) 2 (OR"), or -SO 2 NR''R 12; 15 R' is H, -C(=O)R", -C(=O)OR", -C(=O)NR"R , -C(=O)SR", -S(O)R", S(O) 2 R ", -S(O)(OR"), -S(O) 2 (OR "), -SO2NR"R , or Y WiW 20 Y is 0, S, NR, 'N(O)(R), N(OR), *N(O)(OR), or N-NR 2 ;

W

1 and W 2 , when taken together, are -Y 3

(C(R')

2

)

3 Y3-; or one of W 1 or W2 together with R4 is -Y - and the other of W1 or W 2 is Formula Ia; or

W

1 and W 2 are each, independently, a group of Formula Via: 33 WO 2012/039791 PCT/US2011/029441 802.CIPF2 Y1 Y2 RX 5 M2 Formula Via wherein: each Y' is, independently, 0, S, NR, *N(O)(R), N(OR), t N(O)(OR), or

N-NR

2 ; 10 each Y 2 is independently a bond, 0, CR 2 , NR, +N(O)(R), N(OR), *N(O)(OR),

N-NR

2 , S, S-S, S(O), or S(O) 2 ; each Y 3 is independently 0, S, or NR; M2 is 0, 1 or 2; each R is a group of Formula VIb:

Y

1 RY RYY 1 Y2-

-

2 y2--- R M12c , M~d MM1c 15 Mla Formula VIb wherein: each Mia, Mlc, and MId is independently 0 or 1; 20 M12c is 0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 or 12; each RY is independently H, F, Cl, Br, 1, OH, -C(=Y )R, -C(=Y 1 )R", C(=Y')OR, -C(=Y 1

)N(R)

2 , -N(R) 2 , - N(R) 3 , -SR, -S(O)R, -S(O) 2 R, -S(O) 2

R'

3 , S(O)(OR), -S(O) 2 (OR), -OC(=Y)R, -OC(=Y')OR, -OC(=Y 1

)(N(R)

2 ), -SC(=Y)R, SC(=Y')OR, -SC(=Y 1

)(N(R)

2 ), -N(R)C(=Y')R, -N(R)C(=Y')OR, -N(R)C(=Y' )N(R) 2 , 34 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 -SO 2

NR

2 , -CN, -N 3 , -NO 2 , -OR, (CI-Cs) alkyl, (C 2

-C

8 )alkenyl, (C 2 -Cs) alkynyl,

C

6

-C

20 aryl, C 3

-C

20 carbocyclyl, C 2

-C

20 heterocyclyl, arylalkyl, heteroarylalkyl; wherein each (C-Cs) alkyl, (C-C 8 )alkenyl, (C 2

-C

8 ) alkynyl, C 6

-C

20 aryl,

C

3

-C

20 carbocyclyl, C 2

-C

20 heterocyclyl, arylalkyl, or heteroarylalkyl is optionally substituted with 1-3 R 2 0 groups; 10 each R is independently H, (C 1 -C8) alkyl, (C 2 -Cs)alkenyl, (C 2 -Cs) alkynyl,

C

6

-C

2 o aiyl, C 3

-C

2 0 carbocyclyl, C1-C 20 heterocyclyl, or arylalkyl; each R" or R is independently H, (CI-C)alkyl, (C 2 -Cs)alkenyi, (C 2 Cs)alkynyl, (C 4 -Cs)carbocyclylalkyl, optionally substituted aryl, optionally substituted heteroaryl, -C(=O)(CI-Cs)alkyl, -S(O) 1 ,(Ci-Cs)alkyl or aryl(CI-Cs)alkyl; 15 each R 13 is independently a carbocycle or heterocycle optionally substituted with 1-3 R20 groups; each R 20 is independently, halogen, CN, N 3 , N(R) 2 , OR, -SR, -S(O)R, -S(O) 2 R, -S(O)(OR), -S(O) 2 (OR), -C(=Y])R, -C(=Y)OR, or C(=Y)N(R) 2 ; wherein each (CI-Cs)alkyl, (C 2 -Cs)alkenyl, (C 2 -Cs)alkynyl or aryl(CI-Cs)alkyl 20 of each R 4 , R" or R 12 is, independently, optionally substituted with one or more halo, hydroxy, CN, N3, N(Rb) 2 or OR"; and wherein one or more of the non-terminal carbon atoms of each said (CI-C 8 )alkyl may be optionally replaced with -0-, -S- or -NRb each Rb is independently H, (C 1 -Cs)alkyl, (C 2 -Cs)alkenyl, (C 2 -Cs)alkynyl, aryl(C 1

-C

8 )alkyl, (C 4

-C

8 )carbocyclylalkyl, -C(=O)R , -C(=O)OR , -C(=O)NR 2

R

2 , 25 -C(=O)SRE , -S(O)R , -S(O) 2 R , -S(O)(OR ), -S(O) 2 (OR ), or -SO 2 NR2 R ; each R2 or R is independently H, (CI-Cs)alkyl, (C 2 -Cs)alkenyl, (C 2 Cs)alkynyl, (C 4 -CS)carbocyclylalkyl, -C(=O)(Cr-Cs)alkyl, -S(O),,(C-Cs)alkyl or aryl(C 1 -Cs)alkyl; and with the optional proviso that compounds 1, Ic, l d, Ie, 2,. TP-1, A-1, 8, and 21 30 are excluded. In another aspect of this embodiment Ra is H, (CI-Cs)alkyl, or -C(=0)(C C6)alkyl; R or R 7 together with R4 is 35 WO 2012/039791 PCT/US2011/029441 802.CIPF2 H 0 R R. 0 H---O--

---

HN

HN-P

OH Ar R R aa I. a a 0 1 b , I R - _b RY-0- ,b R N- b o 0, R0 RY S R RY O RR 00 o R R -P 0- RR HN-P N 0 R R Ar wherein 10 a is the point of attachment to R ; b is the point of attachment to R4; Ar is phenyl or naphthyl, wherein the phenyl and naphthyl are optionally substituted with 1-3 R groups; each RI is independently (C 1 -Cs) alkyl or C 5

-C

6 carbocyclyl, wherein the 15 alkyl and carbocyclyl are optionally substituted with 1-3 R 20 groups; each R is independently H, (CI-C 6 ) alkyl, or arylalkyl; and each R 20 is independently halogen, CN, N(R) 2 , OR, -SR, -S(O)R, -S(O) 2 R, S(O)(OR), -S(O) 2 (OR), -C(=O)R, -C(=0)OR, or C(=O)N(R) 2 . In another embodiment, compounds of Formula IV-VI are represented by 20 compounds having a structure:

NH

2 N NH 2 3N N O 0 0 1N N HO-P O-PO-P- 0- N o O NO OH OH OH N 0 HO HO F 36 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5

NH

2

NH

2 O 7o N0 O " N ON N HN- 0 N, o HN-P---O o N A! N 0 N HO HO F

NH

2

NH

2 O O N 0 NN N -O N N ON O N HN -P - O NN 0 0

NH

2 N N N , O HN-P-O H O N-O N N N-- -O NHN-H OHH O 10

NH

2

NH

2 To 0 N, -,-0 N, I N o HN-P-O N 0 N-0 0 0 N NH 2

NH

2 oN 0 o HN-P-0 0Z N, r oHN-P-O I N o N OF0 0 0 37 WO 2012/039791 PCT/US2011/029441 802.CIPF2

NH

2

NH

2 ON N7 ON H 0 N OHN-PN 0 , N N O HN-o NON0 Hd N bC 5 -T- 0

NH

2

NH

2 O NN 0 HN-P--0 o1 N, 0 N 0 No HN-P-O-N 0 N 0 N O l0HO F 100

NH

2

NH

2 N N O N N N N N N N O 0 0 38P--- 0 ' H"I F H"1 F 0 0 0 0 10

NH

2 NH 2 N N O N,~ 0 N, \ 0 O -0 0 O 0 0 / H 50

NH

2

NH

2 N N NN NN 0 N 0 N O 0 I'0 F H H 0 F 0 0 38 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 HO

NH

2 S N 0~ 0- NH N HO i ,or

NH

2 ON0 O HNP O N HO or a pharmaceutically acceptable salt, thereof. 10 In one embodiment of Formulas I-III and Formulas IV-VI, R'' or R 1 2 is independently H, (CI-C 8 )alkyl, (C 2

-C

8 )alkenyl, (C 2 -Cs)alkynyl,

(C

4 -Cs)carbocyclylalkyl, optionally substituted aryl, optionally substituted heteroaryl, -C(=O)(Ci-C 8 )alkyl, -S(O),(CI-Cg)alkyl or aryl(Ci-Cs)alkyl. In another embodiment, R and R1 taken together with a nitrogen to which they are both attached, form a 3 to 15 7 membered heterocyclic ring wherein any one carbon atom of said heterocyclic ring can optionally be replaced with -0-, -S- or -NRa-. Therefore, by way of example and not limitation, the moiety -NR'R 2 can be represented by the heterocycles: -N -N 0 -N S -N NRa -N -N a and the like. 20 In another embodiment of Formulas I-III and Formulas IV-VI, each R , R 4 , R , R6, R or R is, independently, (Ci-Cg)alkyl, (C 2

-C

8 )alkenyl, (C 2 -Cg)alkynyl or aryl(CI-Cs)alkyl, wherein said (CI-Cs)alkyl, (C 2 -Cs)alkenyl, (C 2

-C

8 )alkynyl or aryl(CI-Cg)alkyl are, independently, optionally substituted with one or more halo, hydroxy, CN, N 3 , N(Ra) 2 or OR'. Therefore, by way of example and not limitation, 35 4' ' 5 6 II 12 25 R , R , RE, R., R" or R could represent moieties such as -CH(NH 2

)CH

3 , 39 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 CH(OH)CH 2

CH

3 ., -CH(NH 2

)CH(CH

3

)

2 , -CH 2

CF

3 , -(CH 2

)

2 CH(N3)CH 3 , -(CH 2

)

6

NH

2 and the like. In another embodiment of Formula 1-III and Formula IV-VI, R , R 4 , R 5 , R 6 , R" or R 1 is (Ci-Cs)alkyl wherein one or more of the non-terminal carbon atoms of each said (CI-Cg)alkyl may be optionally replaced with -0-, -S- or -NRa-. Therefore, 10 by way of example and not limitation, R 3, R 4, R5, R , R" or R1 2 could represent moieties such as -CH 2

OCH

3 , -CH 2 0CH 2

CH

3 , -CH 2

OCH(CH

3

)

2 , -CH 2

SCH

3 , (CH 2

)

6 0CH 3 . -(CH 2

)

6

N(CH

3

)

2 and the like. In another embodiment, Formulas I-III is a compound selected from the group consisting of N 4N N -r , 0 0 N 0\ N Bz H S Bz N Oq F O 15 Bz , Bz/

NH

2

NH

2

NH

2 \N N N N N HO 0 N, HO 0 N, HO O NN N NNH 2 HO F HO HO F 0 0 N O N K0 0 0 HO 0 N, HO--O-P-O-P-O N H

NH

2 OH OH OH NH 2 HO F H F

NH

2

NH

2 SN N N 0 S O -O O N HO 0 N

NH

2 H F HO F 40 WO 2012/039791 PCT/US2011/029441 802.CIPF2

NH

2 NH 2 'N, NH 2 Bz N N HO OH CN N O1 O 5 Bz/ Bz~ HO6 O

NH

2

NH

2

NH

2 H O N2H NO NHO O NN N N N HO N ' O O HO N NH 0 0 10 H N H NFH 'O H41 O N N 'N ol CN

NH

2 00 O - 0 "N \ HNPO' U N P HO6

NH

2 0 0 N I' N OHN--O N, 0 CNN HO6

NNH

2 OH- UN, \ NN HH6 N,' \0N 0 ~N N O 10 HO F 41 WO 2012/039791 PCT/US2011/029441 802.CIPF2

NH

2 NH 2 HN N H N O 0 N 0 N ON NH 2 O NH 2 O N O N N N, N-P N N , O H 0 H N 00 ON NH 5H F OdF0 Hd F ON NH 2 N2 NH 2 0 N 0 N 0 N0 N N - 'N O O N O0 ' HC CN O -H bC F H 0NH

NH

2 o H O , , 0 0 H -P 0 ' N _0P 0~~ H , OH"NNN N HO 0HO F

NH

2

NH

2 H 11" N~ N HO-- 00 \N N~ 0 N O &H F 42 WO 2012/039791 PCT/US2011/029441 802.CIPF2

NH

2

NH

2 N N \ N 0 N NH2N O N N N H O N 0' 0 o N-P-0 L N/ 0 Hd1 F O 0 0 NH2HHM 2 N NH 2

NH

2 0z 0 N NI N N NBzO 0 N HO N N

-

OH CN O0 F CN BzO BzO F H

NH

2 N 43 0N NH 2 0 N HO,. // IN HO CN N 0"N O F N - HO- - 0 F

NH

2 NHDMTr "N N 0 N -- HO \N I .,CNN 0 N - "O 0 HO 'F TrO NHDMTr S 0 o-0- N H " CNN H6 43 WO 2012/039791 PCT/US2011/029441 802.CIPF2 HO

NH

2 S 0 0 0-N-__N NH ''CN'N HO F 5 0 O N N >ly 11 'NH HN-P-O N, N N

HNH

2 HO F

NH

2 NON NH 2 0 N NN HO N HO N O A NC NHH2 NN

NH

2 W-N OHO-P-O-P-0-P-Oo N N NH O O'N 0 10 HO F H44

NH

2 NH 2 N N N0 N , N- 0N N NN N HO ~ ~ ~ ~ H FN O ~ N O oN N N N HO 0 N HO F , HO F ,

NH

2 O 0 0 \ HO-P-O-P-O-P-O N, OH OH OH .ON N:: 10 H6 44 WO 2012/039791 PCT/US2011/029441 802.CIPF2 0 H

NH

2 NH 5 HO F HO-P-O-P-O--0 O Ni N NH 2 H OH OH O N AD E'HOH 5 H HO F O 0

NH

2 O 00 NHNH2 N HO O 0 N N N NH 2 N HO- l N, N NH2 HO N N NH2 "'ON C HO F 0 O

NH

2 0 SNN 0 0\ ?N- 0 0 O-PO ON NPON 0 "H N I oH NH "H N''

NNH

2 0O HO F HO F 100

NH

2 NH 2 N N N N 0 N, 0 N \O N--0 " H N/ INN O7N- H" HO-P-6

F

0 0

NH

2 NH 2 HO ~N, HO N O N NH 2 o NNH 2 O 10H "'O) 1-1CN Hd -F H65 'F HO

NH

2 S 0 N N 0 N0 NH \_/ON

NH

2 HO F 10 ' 45 WO 2012/039791 PCT/US2011/029441 802.CIPF2 H N 0 o NH 2 / INH 2 O N N 2 O HN-F7O NN O NN 5'H H Hd N N /\P- 0 NH H' N SOH and Hd F or a pharmaceutically acceptable salt or ester thereof. In another embodiment, provided is a compound useful for the synthesis of the compounds of Formula I selected from thc group consisting of H N O 100 HN 0 -' N-P N-P NO 2

NO

2 H'6 0N H H 00 0 N- 46 'IS 0 r-O.

NO

2 )f N-P .. 'g N O ,/- 0 i~ 0 NO2 NO 2 5 and or salts or esters thereof. DEFINITIONS Unless stated otherwise, the following terms and phrases as used herein are 10 intended to have the following meanings: When trade names are used herein, applicants intend to independently include the trade name product and the active pharmaceutical ingredient(s) of the trade name product. Reference to any prior art in the specification is not, and should not be taken 15 as, an acknowledgment, or any form of suggestion, that this prior art forms part of the common general knowledge in Australia or any other jurisdiction or that this prior art could reasonably be expected to be ascertained, understood and regarded as relevant by a person skilled in the art. As used herein, except where the context requires otherwise, the term 20 "comprise" and variations of the term, such as "comprising", "comprises" and "comprised", are not intended to exclude other additives, components, integers or steps. As used herein, "a compound of the invention" or "a compound of Formula I" means a compound of Formula 1 or a pharmaceutically acceptable salt, thereof. 47 5 Similarly, with respect to isolatable intermediates, the phrase "a compound of Formula (number)" means a compound of that formula and pharmaceutically acceptable salts, thereof. "Alkyl" is hydrocarbon containing normal, secondary, tertiary or cyclic carbon atoms. For example, an alkyl group can have 1 to 20 carbon atoms (i.e., C 1

-C

20 alkyl), 10 1 to 8 carbon atoms (i.e., C 1

-C

8 alkyl), or I to 6 carbon atoms (i.e., C 1

-C

6 alkyl). Examples of suitable alkyl groups include, but are not limited to, methyl (Me, -CH 3 ), ethyl (Et, -CH 2

CH

3 ), 1 -propyl (n-Pr, n-propyl, -CH 2

CH

2

CH

3 ), 2-propyl (i-Pr, 47 A WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 i-propyl, -CH(CH 3

)

2 ), 1-butyl (n-Bu, n-butyl, -CH 2

CH

2

CH

2

CH

3 ), 2-methyl-l-propyl (i-Bu, i-butyl, -CH 2

CH(CH

3 )2), 2-butyl (s-Bu, s-butyl, -CH(CH 3

)CH

2

CH

3 ), 2-methyl 2-propyl (t-Bu, t-butyl, -C(CH 3

)

3 ), 1 -pentyl (n-pentyl, -CH 2

CH

2

CH

2

CH

2

CH

3 ), 2 pentyl (-CH(CH 3

)CH

2

CH

2

CH

3 ), 3-pentyl (-CH(CH 2

CH

3

)

2 ), 2-m ethyl-2-butyl

(-C(CH

3

)

2

CH

2 CH3), 3-methyl-2-butyl (-CH(CH 3

)CH(CH

3

)

2 ), 3-methyl-1-butyl 10 (-CH 2

CH

2

CH(CH

3

)

2 ), 2-methyl-1-butyl (-CH 2

CH(CH

3

)CH

2

CH

3 ), 1-hexyl

(-CH

2

CH

2

CHI

2

CHI

2

CH

2

CH

3 ), 2-hexyl (-CI(C1 3 )Cl2CI 2

C-CH

3 ), 3-hexyl (

CH(CH

2

CH

3

)(CH

2

CH

2

CH

3 )), 2-methyl-2-pentyl (-C(CH 3

)

2

CH

2 CI-1 2

CH

3 ), 3-methyl-2 pentyl (-CH(CH 3

)CH(CH

3

)CH

2

CH

3 ), 4-methyl-2-pentyl (-CIH(CH 3

)CH

2

CH(CH

3

)

2 ), 3-methyl-3-pentyl (-C(CH 3

)(CH

2

CH

3

)

2 ), 2-n ethyl-3 -pentyl ( 15 CH(CH 2

CH

3

)CH(CH

3

)

2 ), 2,3-dimethyl-2-butyl (-C(CH 3

)

2

CH(CH

3

)

2 ), 3,3-dimethyl-2 butyl (-CH(CH 3

)C(CH

3

)

3 , and octyl (-(CH 2

)

7

CH

3 ). "Alkoxy" means a group having the formula -0-alkyl, in which an alkyl group, as defined above, is attached to the parent molecule via an oxygen atom. The alkyl portion of an alkoxy group can have I to 20 carbon atoms (i.e., C 1

-C

20 alkoxy), 20 1 to 12 carbon atoms(i.e., CI-C 12 alkoxy), or I to 6 carbon atoms(i.e., CI-C 6 alkoxy). Examples of suitable alkoxy groups include, but are not limited to, methoxy (-O-CH 3 or -OMe), ethoxy (-OCH 2

CH

3 or -QEt), t-butoxy (-O-C(CH 3

)

3 or -OtBu) and the like. "Haloalkyl" is an alkyl group, as defined above, in which one or more 25 hydrogen atoms of the alkyl group is replaced with a halogen atom. The alkyl portion of a haloalkyl group can have 1 to 20 carbon atoms (i.e., CI-C 20 haloalkyl), I to 12 carbon atons(i.e., CI-CI 2 haloalkyl), or I to 6 carbon atoms(i.e., C 1 -C6 alkyl). Examples of suitable haloalkyl groups include, but are not limited to, -CF 3 , -CHF 2 ,

-CFH

2 , -CH 2

CF

3 , and the like. 30 "Alkenyl" is a hydrocarbon containing normal, secondary, tertiary or cyclic carbon atoms with at least one site of unsaturation, i.e. a carbon-carbon, sp 2 double bond. For example, an alkenyl group can have 2 to 20 carbon atoms (i.e., C 2 -C20 alkenyl), 2 to 8 carbon atoms (i.e., C 2

-C

8 alkenyl), or 2 to 6 carbon atoms (i.e., C 2

-C

6 alkenyl). Examples of suitable alkenyl groups include, but are not limited to, ethylene 48 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 or vinyl (-CH=CH 2 ), allyl (-CH2CH=CH 2 ), cyclopentenyl (-C 5

H

7 ), and 5-hexenyl

(-CH

2

CH

2

CH

2

CH

2

CH=CH

2 ). "Alkynyl" is a hydrocarbon containing normal, secondary, tertiary or cyclic carbon atoms with at least one site of unsaturation, i.e. a carbon-carbon, sp triple bond. For example, an alkynyl group can have 2 to 20 carbon atoms (i.e., C2-C20 10 alkynyl), 2 to 8 carbon atoms (i.e., C 2 -Cs alkyne,), or 2 to 6 carbon atoms (i.e., C 2

-C

6 alkynyl). Examples of suitable alkynyl groups include, but are not limited to, acetylenic (-CaCH), propargyl (-CH 2 C=CH), and the like. "Alkylene" refers to a saturated, branched or straight chain or cyclic hydrocarbon radical having two monovalent radical centers derived by the removal of two hydrogen 15 atoms from the same or two different carbon atoms of a parent alkane. For example, an alkylene group can have I to 20 carbon atoms, I to 10 carbon atoms, or 1 to 6 carbon atoms. Typical alkylene radicals include, but are not limited to, methylene (-CH 2 -), 1,1-ethyl (-CH(CH 3 )-), 1,2-ethyl (-CH 2

CH

2 -), 1,1-propyl (-CH(CH 2

CH

3 )-), 1,2-propyl

(-CH

2

CH(CH

3 )-), 1,3-propyl (-CH 2

CH

2

CH

2 -), 1,4-butyl (-CH 2 CH2CH 2

CH

2 -), and the 20 like. "Alkenylene" refers to an unsaturated, branched or straight chain or cyclic hydrocarbon radical having two monovalent radical centers derived by the removal of two hydrogen atoms from the same or two different carbon atoms of a parent alkene. For example, and alkenylene group can have 1 to 20 carbon atoms, I to 10 carbon atoms, 25 or I to 6 carbon atoms. Typical alkenylene radicals include, but are not limited to, 1,2 ethylene (-CH=CH-). "Alkynylene" refers to an unsaturated, branched or straight chain or cyclic hydrocarbon radical having two monovalent radical centers derived by the removal of two hydrogen atoms from the same or two different carbon atoms of a parent alkyne. 30 For example, an alkynylene group can have 1 to 20 carbon atoms, 1 to 10 carbon atoms, or I to 6 carbon atoms. Typical alkynylene radicals include, but are not limited to, acetylene (-C-C-), propargyl (-CH 2 C=C-), and 4-pentynyl (-CH 2

CH

2

CH

2 C=C-). "Amino" refers generally to a nitrogen radical which can be considered a derivative of ammonia, having the formula -N(X) 2 , where each "X" is independently H, 49 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 substituted or unsubstituted alkyl, substituted or unsubstituted carbocyclyl, substituted or unsubstituted heterocyclyl, etc. The hybridization of the nitrogen is approximately sp 3 . Nonlimiting types of amino include -NH 2 , -N(alkyl) 2 , -NH(alkyl), -N(carbocyclyl) 2 , NH(carbocyclyl), -N(heterocyclyl) 2 , -NH(heterocyclyl), -N(aryl) 2 , -NH(aryl), N(alkyl)(aryl), -N(alkyl)(heterocyclyl), -N(carbocyclyl)(heterocyclyl), 10 N(aryl)(heteroaryl), -N(alkyl)(heteroaryl), etc. The term "alkylamino" refers to an amino group substituted with at least one alkyl group. Nonlimiting examples of amino groups include -NH 2 , -NH(CH 3 ), -N(CH 3 )2, -NH(CH 2

CH

3 ), - N(CH 2

CH

3

)

2 , NH(phenyl), -N(phenyl) 2 , -NH(benzyl), -N(benzyl) 2 , etc. Substituted alkylamino refers generally to alkylamino groups, as defined above, in which at least one substituted alkyl, 15 as defined herein, is attached to the amino nitrogen atom. Non-limiting examples of substituted alkylamino includes -NH(alkylene-C(O)-OH), -NH(alkylene-C(O)-O-alkyl), -N(alkylene-C(O)-OH) 2 , -N(alkylene-C(O)-O-alkyl) 2 , etc. "Aryl" means an aromatic hydrocarbon radical derived by the removal of one hydrogen atom from a single carbon atom of a parent aromatic ring system. For 20 example, an aryl group can have 6 to 20 carbon atoms, 6 to 14 carbon atoms, or 6 to 10 carbon atoms. Typical aryl groups include, but are not limited to, radicals derived from benzene (e.g., phenyl), substituted benzene, naphthalene, anthracene, biphenyl, and the like. "Arylalkyl" refers to an acyclic alkyl radical in which one of the hydrogen 25 atoms bonded to a carbon atom, typically a terminal or sp 3 carbon atom, is replaced with an aryl radical. Typical arylalkyl groups include, but are not limited to, benzyl, 2-phenylethan- 1 -yl, naphthylmethyl, 2 -naphthylethan- I -yl, naphthobenzyl, 2-naphthophenylethan-1-yl and the like. The arylalkyl group can comprise 7 to 20 carbon atoms, e.g., the alkyl moiety is 1 to 6 carbon atoms and the aryl moiety is 6 to 30 14 carbon atoms. "Arylalkenyl" refers to an acyclic alkenyl radical in which one of the hydrogen atoms bonded to a carbon atom, typically a terminal or sp 3 carbon atom, but also an sp 2 carbon atom, is replaced with an aryl radical. The aryl portion of the arylalkenyl can include, for example, any of the aryl groups disclosed herein, and the 50 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 alkenyl portion of the arylalkenyl can include, for example, any of the alkenyl groups disclosed herein. The arylalkenyl group can comprise 8 to 20 carbon atoms, e.g., the alkenyl moiety is 2 to 6 carbon atoms and the aryl moiety is 6 to 14 carbon atoms. "Arylalkynyl" refers to an acyclic alkynyl radical in which one of the hydrogen atoms bonded to a carbon atom, typically a terminal or sp 3 carbon atom, but 10 also an sp carbon atom, is replaced with an aryl radical. The aryl portion of the arylalkynyl can include, for example, any of the aryl groups disclosed herein, and the alkynyl portion of the arylalkynyl can include, for example, any of the alkynyl groups disclosed herein. The arylalkynyl group can comprise 8 to 20 carbon atoms, e.g., the alkynyl moiety is 2 to 6 carbon atoms and the aryl moiety is 6 to 14 carbon atoms. 15 The term "substituted" in reference to alkyl, alkylene, aryl, arylalkyl, alkoxy, heterocyclyl, heteroaryl, carbocyclyl, etc. , for example, "substituted alkyl", "substituted alkylene", "substituted aryl", "substituted arylalkyl", "substituted heterocyclyl", and "substituted carbocyclyl", unless otherwise indicated, means alkyl, alkylene, aryl, arylalkyl, heterocyclyl, carbocycly respectively, in which one or more 20 hydrogen atoms are each independently replaced with a non-hydrogen substituent. Typical substituents include, but are not limited to, -X, -Rb, -O, =0, -OR, -SRb, _-, -NR b2, -N ±Rb 3 , =NR', -CX 3 , -CN, -OCN, -SCN, -N=C=O, -NCS, -NO, -NO 2 , =N 2 ,

-N

3 , -NHC(=O)R , -OC(=O)R , -NHC(=O)NRe 2 , -S(=O)2-, -S(=O) 2 0H, -S(=0) 2 R , -OS(=0) 2 OR , -S(=0) 2 NR'2, -S(=O)R , -OP(=O)(OR )2, -P(=O)(ORb) 2 , -P(=O)(O^) 2 , 25 -P(=O)(OH) 2 , -P(O)(OR )(O-), -C(=O)R , -C(=O)X, -C(S)R , -C(O)OR , -C(O)O~, -C(S)OR', -C(O)SRb, -C(S)SRb, -C(O)NR 2 , -C(S)NR 2 , -C(=NRb)NRb 2 , where each X is independently a halogen: F, Cl, Br, or I; and each Rb is independently H, alkyl, aryl, arylalkyl, a heterocycle, or a protecting group or prodrug moiety. Alkylene, alkenylene, and alkynylene groups may also be similarly substituted. Unless otherwise 30 indicated, when the tern "substituted" is used in conjunction with groups such as arylalkyl, which have two or more moieties capable of substitution, the substituents can be attached to the aryl moiety, the alkyl moiety, or both. The term "prodrug" as used herein refers to any compound that when administered to a biological system generates the drug substance, i.e., active ingredient, 51 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 as a result of spontaneous chemical reaction(s), enzyme catalyzed chemical reaction(s), photolysis, and/or metabolic chemical reaction(s). A prodrug is thus a covalently modified analog or latent form of a therapeutically active compound. One skilled in the art will recognize that substituents and other moieties of the compounds of Formula I-III and Fonnula IV-VI should be selected in order to provide a 10 compound which is sufficiently stable to provide a phanaceutically useful compound which can be formulated into an acceptably stable pharmaceutical composition. The definitions and substituents for various genus and subgenus of the present compounds are described and illustrated herein. It should be understood by one skilled in the art that any combination of the definitions and substituents described above should not 15 result in an inoperable species or compound. "Inoperable species or compounds" means compound structures that violates relevant scientific principles (such as, for example, a carbon atom connecting to more than four covalent bonds) or compounds too unstable to permit isolation and formulation into pharmaceutically acceptable dosage forms. 20 "Heteroalkyl" refers to an alkyl group where one or more carbon atoms have been replaced with a heteroatom, such as, 0, N, or S. For example, if the carbon atom of the alkyl group which is attached to the parent molecule is replaced with a heteroatom (e.g., 0, N, or S) the resulting heteroalkyl groups are, respectively, an alkoxy group (e.g.,

-OCH

3 , etc.), an amine (e.g., -NHCH 3 , -N(CH 3

)

2 , etc.), or a thioalkyl group (e.g., 25 -SCH 3 ). If a non-terminal carbon atom of the alkyl group which is not attached to the parent molecule is replaced with a heteroatom (e.g., 0, N, or S) the resulting heteroalkyl groups are, respectively, an alkyl ether (e.g., -CH 2

CH

2 -0-CH 3 , etc.), an alkyl amine (e.g., -CH 2

NHCH

3 , -CH 2

N(CH

3

)

2 , etc.), or a thioalkyl ether (e.g.,-CH 2

-S-CH

3 ). If a tenninal carbon atom of the alkyl group is replaced with a heteroatom (e.g., 0, N, or S), 30 the resulting heteroalkyl groups are, respectively, a hydroxyalkyl group (e.g.,

-CH

2

CH

2 -OH), an aminoalkyl group (e.g., -CH 2

NH

2 ), or an alkyl thiol group (e.g.,

-CH

2

CH

2 -SH). A heteroalkyl group can have, for example, I to 20 carbon atoms, I to l 0 carbon atoms, or I to 6 carbon atoms. A -C 6 heteroalkyl group means a heteroalkyl group having 1 to 6 carbon atoms. 52 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 "Heterocycle" or "heterocyclyl" as used herein includes by way of example and not limitation those heterocycles described in Paquette, Leo A.; Principles of Modern Heterocyclic Chemistry (W.A. Benjamin, New York, 1968), particularly Chapters 1, 3, 4, 6, 7, and 9; The Chemistry of Heterocyclic Compounds, A Series of Monographs" (John Wiley & Sons, New York, 1950 to present), in particular 10 Volumes 13, 14, 16, 19, and 28; and J. Am. Chem. Soc. (1960) 82:5566. In one specific embodiment of the invention "heterocycle" includes a "carbocycle" as defined herein, wherein one or more (e.g. 1, 2, 3, or 4) carbon atoms have been replaced with a heteroatom (e.g. 0, N, or S). The terms "heterocycle" or "heterocyclyl" includes saturated rings, partially unsaturated rings, and aromatic rings 15 (i.e., heteroaromatic rings). Substituted heterocyclyls include, for example, heterocyclic rings substituted with any of the substituents disclosed herein including carbonyl groups. A non-limiting example of a carbonyl substituted heterocyclyl is: N INH 0 Examples of heterocycles include by way of example and not limitation 20 pyridyl, dihydroypyridyl, tetrahydropyridyl (piperidyl), thiazolyl, tetrahydrothiophenyl, sulfur oxidized tetrahydrothiophenyl, pyrimidinyl, furanyl, thienyl, pyrrolyl, pyrazolyl, imidazolyl, tetrazolyl, benzofuranyl, thianaphthalenyl, indolyl, indolenyl, quinolinyl, isoquinolinyl, benzimidazolyl, piperidinyl, 4 piperidonyl, pyrrolidinyl, 2-pyrrolidonyl, pyrrolinyl, tetrahydrofuranyl, 25 tetrahydroquinolinyl, tetrahydroisoquinolinyl, decahydroquinolinyl, octahydroisoquinolinyl, azocinyl, triazinyl, 6H-1,2,5-thiadiazinyl, 2H,6H-1,5,2 dithiazinyl, thienyl, thianthrenyl, pyranyl, isobenzofuranyl, chromenyl, xanthenyl, phenoxathinyl, 2H-pyrrolyl, isothiazolyl, isoxazolyl, pyrazinyl, pyridazinyl, indolizinyl, isoindolyl, 3H-indolyl, 1H-indazoly, purinyl, 4H-quinolizinyl, 30 phthalazinyl, naphthyridinyl, quinoxalinyl, quinazolinyl, cinnolinyl, pteridinyl, 4aH carbazolyl, carbazolyl, B-carbolinyl, phenanthridinyl, acridinyl, pyrimidinyl, phenanthrolinyl, phenazinyl, phenothiazinyl, furazanyl, phenoxazinyl, isochromanyl, 53 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 chromanyl, imidazolidinyl, imidazolinyl, pyrazolidinyl, pyrazolinyl, piperazinyl, indolinyl, isoindolinyl, quinuclidinyl, morpholinyl, oxazolidinyl, benzotriazolyl, benzisoxazolyl, oxindolyl, benzoxazolinyl, isatinoyl, and bis-tetrahydrofuranyl: 0 By way of example and not limitation, carbon bonded heterocycles are bonded 10 at position 2, 3, 4, 5, or 6 of a pyridine, position 3, 4, 5, or 6 of a pyridazine, position 2, 4, 5, or 6 of a pyrimidine, position 2, 3, 5, or 6 of a pyrazine, position 2, 3, 4, or 5 of a furan, tetrahydrofuran, thiofuran, thiophene, pyrrole or tetrahydropyrrole, position 2, 4, or 5 of an oxazole, imidazole or thiazole, position 3, 4, or 5 of an isoxazole, pyrazole, or isothiazole, position 2 or 3 of an aziridine, position 2, 3, or 4 of 15 an azetidine, position 2, 3, 4, 5, 6, 7, or 8 of a quinoline or position 1, 3, 4, 5, 6, 7, or 8 of an isoquinoline. Still more typically, carbon bonded heterocycles include 2 pyridyl, 3-pyridyl, 4-pyridyl, 5-pyridyl, 6-pyridyl, 3-pyridazinyl, 4-pyridazinyl, 5 pyridazinyl, 6-pyridazinyl, 2-pyrimidinyl, 4-pyrimidinyl, 5-pyrimidinyl, 6 pyrimidinyl, 2-pyrazinyl, 3-pyrazinyl, 5-pyrazinyl, 6-pyrazinyl, 2-thiazolyl, 4 20 thiazolyl, or 5-thiazolyl. By way of example and not limitation, nitrogen bonded heterocycles are bonded at position 1 of an aziridine, azetidine, pyrrole, pyrrolidine, 2-pyrroline, 3 pyrroline, imidazole, imidazolidine, 2-imidazoline, 3-imidazoline, pyrazole, pyrazoline, 2-pyrazoline, 3-pyrazoline, piperidine, piperazine, indole, indoline, 1H 25 indazole, position 2 of a isoindole, or isoindoline, position 4 of a morpholine, and position 9 of a carbazole, or B-carboline. Still more typically, nitrogen bonded heterocycles include 1 -aziridyl, 1 -azetedyl, 1 -pyrrolyl, 1 -imidazolyl, I -pyrazolyl, and 1 -piperidinyl. "Heterocyclylalkyl" refers to an acyclic alkyl radical in which one of the 30 hydrogen atoms bonded to a carbon atom, typically a terminal or sp 3 carbon atom, is replaced with a heterocyclyl radical (i.e., a heterocyclyl-alkylene- moiety). Typical heterocyclyl alkyl groups include, but are not limited to heterocyclyl-CH-, 2 54 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 (heterocyclyl)ethan-1-yl, and the like, wherein the "heterocyclyl" portion includes any of the heterocyclyl groups described above, including those described in Principles of Modem Heterocyclic Chemistry. One skilled in the art will also understand that the heterocyclyl group can be attached to the alkyl portion of the heterocyclyl alkyl by means of a carbon-carbon bond or a carbon-heteroatom bond, with the proviso that 10 the resulting group is chemically stable. The heterocyclyl alkyl group comprises 3 to 20 carbon atoms, e.g., the alkyl portion of the arylalkyl group is I to 6 carbon atoms and the heterocyclyl moiety is 2 to 14 carbon atoms. Examples of heterocyclylalkyls include by way of example and not limitation 5-membered sulfur, oxygen, and/or nitrogen containing heterocycles such as thiazolylmethyl, 2-thiazolylethan- 1 -yl, 15 imidazolylmethyl, oxazolylmethyl, thiadiazolylmethyl, etc., 6-menbered sulfur, oxygen, and/or nitrogen containing heterocycles such as piperidinylmethyl, piperazinylmethyl, morpholinylmethyl, pyridinylmethyl, pyridizylm ethyl, pyrimidylmethyl, pyrazinylmethyl, etc. "Heterocyclylalkenyl" refers to an acyclic alkenyl radical in which one of the 20 hydrogen atoms bonded to a carbon atom, typically a terminal or sp 3 carbon atom, but also a sp 2 carbon atom, is replaced with a heterocyclyl radical (i.e., a heterocyclyl alkenylene- moiety). The hetcrocyclyl portion of the heterocyclyl alkenyl group includes any of the heterocyclyl groups described herein, including those described in Principles of Modem Heterocyclic Chemistry, and the alkenyl portion of the 25 heterocyclyl alkenyl group includes any of the alkenyl groups disclosed herein. One skilled in the art will also understand that the heterocyclyl group can be attached to the alkenyl portion of the heterocyclyl alkenyl by means of a carbon-carbon bond or a carbon-heteroatom bond, with the proviso that the resulting group is chemically stable. The heterocyclyl alkenyl group comprises 4 to 20 carbon atoms, e.g., the 30 alkenyl portion of the heterocyclyl alkenyl group is 2 to 6 carbon atoms and the heterocyclyl moiety is 2 to 14 carbon atoms. "Heterocyclylalkynyl" refers to an acyclic alkynyl radical in which one of the hydrogen atoms bonded to a carbon atom, typically a terminal or sp 3 carbon atom, but also an sp carbon atom, is replaced with a heterocyclyl radical (i.e., a heterocyclyl 55 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 alkynylene- moiety). The heterocyclyl portion of the heterocyclyl alkynyl group includes any of the heterocyclyl groups described herein, including those described in Principles of Modem Heterocyclic Chemistr , and the alkynyl portion of the heterocyclyl alkynyl group includes any of the alkynyl groups disclosed herein. One skilled in the art will also understand that the heterocyclyl group can be attached to 10 the alkynyl portion of the heterocyclyl alkynyl by means of a carbon-carbon bond or a carbon-heteroatom bond, with the proviso that the resulting group is chemically stable. The heterocyclyl alkynyl group comprises 4 to 20 carbon atoms, e.g., the alkynyl portion of the heterocyclyl alkynyl group is 2 to 6 carbon atoms and the heterocyclyl moiety is 2 to 14 carbon atoms. 15 "Heteroaryl" refers to an aromatic heterocyclyl having at least one heteroatom in the ring. Non-limiting examples of suitable heteroatoms which can be included in the aromatic ring include oxygen, sulfur, and nitrogen. Non-limiting examples of heteroaryl rings include all of those aromatic rings listed in the definition of "heterocyclyl", including pyridinyl, pyrrolyl, oxazolyl, indolyl, isoindolyl, purinyl, 20 furanyl, thienyl, benzofuranyl, benzothiophenyl, carbazolyl, imidazolyl, thiazolyl, isoxazolyl, pyrazolyl, isothiazolyl, quinolyl, isoquinolyl, pyridazyl, pyrimidyl, pyrazyl, etc. "Carbocycle" or "carbocyclyl" refers to a saturated (i.e., cycloalkyl), partially unsaturated (e.g., cycloakenyl, cycloalkadienyl, etc.) or aromatic ring having 3 to 7 25 carbon atoms as a monocycle, 7 to 12 carbon atoms as a bicycle, and up to about 20 carbon atoms as a polycycle. Monocyclic carbocycles have 3 to 7 ring atoms, still more typically 5 or 6 ring atoms. Bicyclic carbocycles have 7 to 12 ring atoms, e.g., arranged as a bicyclo [4,5], [5,5], [5,6] or [6,6] system, or 9 or 10 ring atoms arranged as a bicyclo [5,6] or [6,6] system, or spiro-fused rings. Non-limiting examples of 30 monocyclic carbocycles include cyclopropyl, cyclobutyl, cyclopentyl, 1 -cyclopent- 1 enyl, 1-cyclopent-2-enyl, 1-cyclopent-3-enyl, cyclohexyl, I-cyclohex-1-enyl, 1 cyclohex-2-enyl, 1 -cyclohex-3 -enyl, and phenyl. Non-limiting examples of bicyclo carbocycles includes naphthyl, tetrahydronapthalene, and decaline. "Carbocyclylalkyl" refers to an acyclic alkyl radical in which one of the 56 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 hydrogen atoms bonded to a carbon atom is replaced with a carbocyclyl radical as described herein. Typical, but non-limiting, examples of carbocyclylalkyl groups include cyclopropylmethyl, cyclopropylethyl, cyclobutylmethyl, cyclopentylmethyl and cyclohexylmethyl. "Arylheteroalkyl" refers to a heteroalkyl as defined herein, in which a 10 hydrogen atom (which may be attached either to a carbon atom or a heteroatom) has been replaced with an aryl group as defined herein. The aryl groups may be bonded to a carbon atom of the heteroalkyl group, or to a heteroatom of the heteroalkyl group, provided that the resulting arylheteroalkyl group provides a chemically stable moiety. For example, an arylheteroalkyl group can have the general formulae -alkylene 15 O-aryl, -alkylene-O-alkylene-aryl, -alkylene-NH-aiyl, -alkylene-NH-alkylene-aryl, -alkylene-S-aryl, -alkylene-S-alkylene-aryl, etc. In addition, any of the alkylene moieties in the general formulae above can be further substituted with any of the substituents defined or exemplified herein. "Heteroarylalkyl" refers to an alkyl group, as defined herein, in which a 20 hydrogen atom has been replaced with a heteroaryl group as defined herein. Non limiting examples of heteroaryl alkyl include -CH 2 -pyridinyl, -CH 2 -pyrrolyl, -CH2-oxazolyl, -CH 2 -indolyl, -CH 2 -isoindolyl, -CH2-purinyl, -CH 2 -furanyl,

-CH

2 -thienyl, -CI-12-benzofuranyl, -CH 2 -benzothiophenyl, -CH 2 -carbazolyl, -CH2-imidazolyl, -CH 2 -thiazolyl, -CH2-isoxazolyl, -CH 2 -pyrazolyl, -CH 2 -isothiazolyl, 25 -CH 2 -quinolyl, -CH 2 -isoquinolyl, -CH 2 -pyridazyl, -CH 2 -pyrimidyl, -CH 2 -pyrazyl,

-CH(CH

3 )-pyridinyl, -CH(CH 3 )-pyrrolyl, -CH(CH 3 )-oxazolyl, -CH(CH 3 )-indolyl,

-CH(CH

3 )-isoindolyl, -CH(CH 3 )-purinyl, -CH(CH 3 )-furanyl, -CH(CH 3 )-thienyl,

-CH(CH

3 )-benzofuranyl, -CH(CH 3 )-benzothiophenyl, -CH(CH 3 )-carbazolyl,

-CH(CH

3 )-imidazolyl, -CH(CH 3 )-thiazolyl., -CH(CH 3 )-isoxazolyl, 30 -CH(CH 3 )-pyrazolyl, -CH(CH 3 )-isothiazolyl, -CH(CH 3 )-quinolyl,

-CH(CH

3 )-isoquinolyl, -CH(CH 3 )-pyridazyl, -CH(CH 3 )-pyrimidyl,

-CH(CH

3 )-pyrazyl, etc. The term "optionally substituted" in reference to a particular moiety of the compound of Formula 1-III and Formula IV-VI (e.g., an optionally substituted aryl 57 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 group) refers to a moiety wherein all substituents are hydrogen or wherein one or more of the hydrogens of the moiety may be replaced by substituents such as those listed under the definition of "substituted" or as otherwise indicated. The term "optionally replaced" in reference to a particular moiety of the compound of Formula I-III and Formula IV-VI (e.g., the carbon atoms of said (Cl 10 Cs)alkyl may be optionally replaced by -0-, -S-, or -NRa-) means that one or more of the methylene groups of the (CI-Cs)alkyl may be replaced by 0, 1, 2, or more of the groups specified (e.g., -0-, -S-, or -NR). The tenn "non-terminal carbon atom(s)" in reference to an alkyl, alkenyl. alkynyl, alkylene, alkenylene, or alkynylene moiety refers to the carbon atoms in the 15 moiety that intervene between the first carbon atom of the moiety and the last carbon atom in the moiety. Therefore, by way of example and not limitation, in the alkyl moiety -CH 2

(C*)H

2

(C*)H

2

CH

3 or alkylene moiety -CH 2

(C*)H

2

(C*)H

2

CH

2 - the C* atoms would be considered to be the non-terminal carbon atoms. Certain Y and Y1 alternatives are nitrogen oxides such as +N(O)(R) or 20 +N(O)(OR). These nitrogen oxides, as shown here attached to a carbon atom, can also 0 0 be represented by charge separated groups such as I 'R or OR, respectively, and are intended to be equivalent to the aforementioned representations for the purposes of describing this invention. "Linker" or "link" means a chemical moiety comprising a covalent bond or a 25 chain of atoms. Linkers include repeating units of alkyloxy (e.g. polyethyleneoxy, PEG, polymethyleneoxy) and alkylamino (e.g. polyethyleneamino, JeffamineTM); and diacid ester and amides including succinate, succinamide, diglycolate, malonate, and caproamide. The terms such as "oxygen-linked", "nitrogen-linked", "carbon-linked", 30 "sulfur-linked", or "phosphorous-linked" mean that if a bond between two moieties can be formed by using more than one type of atom in a moiety, then the bond formed between the moieties is through the atom specified. For example, a nitrogen-linked 58 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 amino acid would be bonded through a nitrogen atom of the amino acid rather than through an oxygen or carbon atom of the amino acid. Unless otherwise specified, the carbon atoms of the compounds of Formula I III and Formula IV-VI are intended to have a valence of four. In some chemical structure representations where carbon atoms do not have a sufficient number of 10 variables attached to produce a valence of four, the remaining carbon substituents needed to provide a valence of four should be assumed to be hydrogen. For example,

R

8 X1 R7 N o N R 9

R

6 R3 has the same meaning as

R

8

R

7 z N x2

O-CH

2 N H' R9

R

3

CH

3 4 F "Protecting group" refers to a moiety of a compound that masks or alters the 15 properties of a functional group or the properties of the compound as a whole. The chemical substructure of a protecting group varies widely. One function of a protecting group is to serve as an intermediate in the synthesis of the parental drug substance. Chemical protecting groups and strategies for protection/deprotection are well known in the art. See: "Protective Groups in Organic Chemistry", Theodora W. 20 Greene (John Wiley & Sons, Inc., New York, 1991. Protecting groups are often utilized to mask the reactivity of certain functional groups, to assist in the efficiency 59 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 of desired chemical reactions, e.g. making and breaking chemical bonds in an ordered and planned fashion. Protection of functional groups of a compound alters other physical properties besides the reactivity of the protected functional group, such as the polarity, lipophilicity (hydrophobicity), and other properties which can be measured by common analytical tools. Chemically protected intermediates may themselves be 10 biologically active or inactive. Protected compounds may also exhibit altered, and in some cases, optimized properties in vitro and in vivo, such as passage through cellular membranes and resistance to enzymatic degradation or sequestration. In this role, protected compounds with intended therapeutic effects may be referred to as prodrugs. Another 15 function of a protecting group is to convert the parental drug into a prodrug, whereby the parental drug is released upon conversion of the prodrug in vivo. Because active prodrugs may be absorbed more effectively than the parental drug, prodrugs may possess greater potency in vivo than the parental drug. Protecting groups are removed either in vitro, in the instance of chemical intermediates, or in vivo, in the case of 20 prodrugs. With chemical intermediates, it is not particularly important that the resulting products after deprotection, e.g. alcohols, be physiologically acceptable, although in general it is more desirable if the products are pharmacologically innocuous. "Prodrug moiety" means a labile functional group which separates from the 25 active inhibitory compound during metabolism, systemically, inside a cell, by hydrolysis, enzymatic cleavage, or by some other process (Bundgaard, Hans, "Design and Application of Prodrugs" in Textbook of Drug Design and Development (1991), P. Krogsgaard-Larsen and H. Bundgaard, Eds. Harwood Academic Publishers, pp. 113 191). Enzymes which are capable of an enzymatic activation mechanism with the 30 phosphonate prodrug compounds of the invention include, but are not limited to, amidases, esterases, microbial enzymes, phospholipases, cholinesterases, and phosphases. Prodrug moieties can serve to enhance solubility, absorption and lipophilicity to optimize drug delivery, bioavailability and efficacy. A prodrug moiety may include an active metabolite or drug itself. 60 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 Exemplary prodrug moieties include the hydrolytically sensitive or labile acyloxymethyl esters -CH 2

OC(=O)R

30 and acyloxymethyl carbonates

-CI

2

OC(=O)OR

30 where R 30 is C-C(, alkyl, C 1 -C6 substituted alkyl, C 6 -C20 aryl or

C

6

-C

20 substituted aryl. The acyloxyalkyl ester was used as a prodrug strategy for carboxylic acids and then applied to phosphates and phosphonates by Farquhar et al 10 (1983) J. Pharm. Sci. 72: 324; also US Patent Nos. 4816570, 4968788, 5663159 and 5792756. In certain compounds of the invention, a prodrug moiety is part of a phosphate group. The acyloxyalkyl ester may be used to deliver phosphoric acids across cell membranes and to enhance oral bioavailability. A close variant of the acyloxyalkyl ester, the alkoxycarbonyloxyalkyl ester (carbonate), may also enhance 15 oral bioavailability as a prodrug moiety in the compounds of the combinations of the invention. An exemplary acyloxymethyl ester is pivaloyloxymethoxy, (POM)

-CH

2

OC(=O)C(CH

3

)

3 . An exemplary acyloxymethyl carbonate prodrug moiety is pivaloyloxymethylcarbonate (POC) -CH 2 0C(=O)OC(CH 3

)

3 . The phosphate group may be a phosphate prodrug moiety. The prodrug 20 moiety may be sensitive to hydrolysis, such as, but not limited to those comprising a pivaloyloxymethyl carbonate (POC) or POM group. Alternatively, the prodrug moiety may be sensitive to enzymatic potentiated cleavage, such as a lactate ester or a phosphonamidate-ester group. Aryl esters of phosphorus groups, especially phenyl esters, are reported to 25 enhance oral bioavailability (DeLambert et al (1994) J. Med. Chem. 37: 498). Phenyl esters containing a carboxylic ester ortho to the phosphate have also been described (Khamnei and Torrence, (1996) J. Med. Chem. 39:4109-4115). Benzyl esters are reported to generate the parent phosphonic acid. In some cases, substituents at the ortho-orpara-position may accelerate the hydrolysis. Benzyl analogs with an 30 acylated phenol or an alkylated phenol may generate the phenolic compound through the action of enzymes, e.g. esterases, oxidases, etc., which in turn undergoes cleavage at the benzylic C-O bond to generate the phosphoric acid and the quinone methide intermediate. Examples of this class of prodrugs are described by Mitchell et al (1992) J. Chem. Soc. Perkin Trans. 12345; Brook et al WO 91/19721. Still other 61 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 benzylic prodrugs have been described containing a carboxylic ester-containing group attached to the benzylic methylene (Glazier et al WO 91/19721). Thio-containing prodrugs are reported to be useful for the intracellular delivery of phosphonate drugs. These proesters contain an ethylthio group in which the thiol group is either esterified with an acyl group or combined with another thiol group to form a disulfide. 10 Deesterification or reduction of the disulfide generates the free thio intermediate which subsequently breaks down to the phosphoric acid and episulfide (Puech et al (1993) Antiviral Res., 22: 155-174; Benzaria et al (1996) J. Med. Chem. 39: 4958). Cyclic phosphonate esters have also been described as prodrugs of phosphorus containing compounds (Erion et al, US Patent No. 6312662). 15 It is to be noted that all enantiomers, diastereomers, and racemic mixtures, tautomers, polymorphs, pseudopolymorphs of compounds within the scope of Formula I, Formula II, Formula III, Formula IV, Formula V, or Formula VI and pharmaceutically acceptable salts thereof are embraced by the present invention. All mixtures of such enantiomers and diastereomers are within the scope of the present 20 invention. A compound of Formula I-IlI and Formula IV-VI and its pharmaceutically acceptable salts may exist as different polymorphs or pseudopolymorphs. As used herein, crystalline polymorphism means the ability of a crystalline compound to exist in different crystal structures. The crystalline polymorphism may result from 25 differences in crystal packing (packing polymorphism) or differences in packing between different conformers of the same molecule conformationall polymorphism). As used herein, crystalline pseudopolymorphism means the ability of a hydrate or solvate of a compound to exist in different crystal structures. The pseudopolymorphs of the instant invention may exist due to differences in crystal packing (packing 30 pseudopolymorphism) or due to differences in packing between different conformers of the same molecule (conformational pseudopolymorphism). The instant invention comprises all polymorphs and pseudopolymorphs of the compounds of Formula I-III and Formula IV-VI and their pharmaceutically acceptable salts. 62 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 A compound of Formula I-III and Formula IV-VI and its pharmaceutically acceptable salts may also exist as an amorphous solid. As used herein, an amorphous solid is a solid in which there is no long-range order of the positions of the atoms in the solid. This definition applies as well when the crystal size is two nanometers or less. Additives, including solvents, may be used to create the amorphous forms of the 10 instant invention. The instant invention comprises all amorphous forns of the compounds of Formula I-I and Formula IV-VI and their pharmaceutically acceptable salts. Selected substituents comprising the compounds of Formula I-Ill and Formula IV-VI are present to a recursive degree. In this context, "recursive substituent" means 15 that a substituent may recite another instance of itself. Because of the recursive nature of such substituents, theoretically, a large number of compounds may be present in any given embodiment. For example, R' comprises a RI substituent. RY can be R. R can be W 3 . W 3 can be W4 and W 4 can be R or comprise substituents comprising Ry. One of ordinary skill in the art of medicinal chemistry understands 20 that the total number of such substituents is reasonably limited by the desired properties of the compound intended. Such properties include, by way of example and not limitation, physical properties such as molecular weight, solubility or log P, application properties such as activity against the intended target, and practical properties such as ease of synthesis. 25 By way of example and not limitation, W 3 and R' are recursive substituents in certain embodiments. Typically, each recursive substituent can independently occur 20, 19, 18, 17, 16, 15, 14, 13, 12, 11, 10, 9, 8, 7, 6, 5, 4, 3, 2, 1, or 0, times in a given embodiment. More typically, each recursive substituent can independently occur 12 or fewer times in a given embodiment. Even more typically, each recursive 30 substituent can independently occur 3 or fewer times in a given embodiment. For example, W3 will occur 0 to 8 times, RY will occur 0 to 6 times in a given embodiment. Even more typically, W 3 will occur 0 to 6 times and R' will occur 0 to 4 times in a given embodiment. 63 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 Recursive substituents are an intended aspect of the invention. One of ordinary skill in the art of medicinal chemistry understands the versatility of such substituents. To the degree that recursive substituents are present in an embodiment of the invention, the total number will be determined as set forth above. The modifier "about" used in connection with a quantity is inclusive of the 10 stated value and has the meaning dictated by the context (e.g., includes the degree of error associated with measurement of the particular quantity). The compounds of the Formula I-III and Formula IV-VI may comprise a Y 7W P phosphate group as R , which may be a prodrug moiety wherein each Y or YI is, independently, 0, S, NR, *N(O)(R), N(OR), +N(O)(OR), or N-NR 2 ; 15 W 1 and W 2 , when taken together, are -Y 3

(C(R')

2

)

3

Y

3 _; or one of W1 or W 2 together with either R 3 or R 4 is _-Y 3 - and the other of W1 or W 2 is Formula Ia; or W 1 and W 2 are each, independently, a group of Formula la: Yr 1 RX y 2 _p y2 Y2 Rx M2 wherein: 20 each Y 2 is independently a bond, 0, CR 2 , NR, +N(O)(R), N(OR), +N(O)(OR),

N-NR

2 . S, S-S, S(O), or S(O)2; each Y 3 is independently 0, S, or NR; M2 is 0, 1 or 2; each Ry is independently H, F, Cl, Br, I, OH, R, -C(=Y)R, -C(=Y')OR, 25 C(=Y 1

)N(R)

2 , -N(R) 2 , - N(R) 3 , -SR, -S(O)R, -S(O)2R, -S(O)(OR), -S(O) 2 (OR), OC(=Y )R, -OC(=Y')OR, -OC(=Y 1

)(N(R)

2 ), -SC(=Y 1 )R, -SC(=Y )OR, 64 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 SC(=Y)(N(R) 2 ), -N(R)C(=Y')R, -N(R)C(=Y 1 )OR, or -N(R)C(=Y')N(R) 2 , -SO 2

NR

2 , -CN, -N 3 , -NO 2 , -OR, a protecting group or W'; or when taken together, two Ry on the same carbon atom form a carbocyclic ring of 3 to 7 carbon atoms; each R' is independently RY, a protecting group, or the formula: Y R R Y -~~~y2 y2-- Mia M12c M1c Mid 10 wherein: Mla, Mlc, and Mid are independently 0 or 1; Ml2c is 0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, lor 12; each R is H, halogen, (CI-C 8 ) alkyl, (Ci-Cs) substituted alkyl, (C 2

-C

8 ) alkenyl,

(C

2 -Cs) substituted alkenyl, (C 2

-C

8 ) alkynyl, (C 2

-C

8 ) substituted alkynyl, C6-C 20 aryl, 15 C 6

-C

20 substituted aryl, C 2

-C

20 heterocycle, C 2

-C

20 substituted heterocyclyl, arylalkyl, substituted arylalkyl or a protecting group;

W

3 is W 4 or W 5 ; W 4 is R, -C(Y 1 )Ry, -C(Yl)W 5 , -SO 2 RY, or -SO 2

W

5 ; and W, is a carbocycle or a heterocycle wherein W" is independently substituted with 0 to 3 R' groups. 20 W 5 carbocycles and W 5 heterocycles may be independently substituted with 0 to 3 Ry groups. W5 may be a saturated, unsaturated or aromatic ring comprising a mono- or bicyclic carbocycle or heterocycle. W 5 may have 3 to 10 ring atoms, e.g., 3 to 7 ring atoms. The W 5 rings are saturated when containing 3 ring atoms, saturated or mono-unsaturated when containing 4 ring atoms, saturated, or mono- or di 25 unsaturated when containing 5 ring atoms, and saturated, mono- or di-unsaturated, or aromatic when containing 6 ring atoms. A W 5 heterocycle may be a monocycle having 3 to 7 ring members (2 to 6 carbon atoms and 1 to 3 heteroatoms selected from N, 0, P, and S) or a bicycle having 7 to 10 ring members (4 to 9 carbon atoms and 1 to 3 heteroatoms selected from N, 0, 65 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 P, and S). W 5 heterocyclic monocycles may have 3 to 6 ring atoms (2 to 5 carbon atoms and 1 to 2 heteroatoms selected from N, 0, and S); or 5 or 6 ring atoms (3 to 5 carbon atoms and 1 to 2 heteroatoms selected from N and S). W 5 heterocyclic bicycles have 7 to 10 ring atoms (6 to 9 carbon atoms and 1 to 2 heteroatoms selected from N, 0, and S) arranged as a bicyclo [4,5], [5.5], [5,6], or [6,6] system; or 9 to 10 10 ring atoms (8 to 9 carbon atoms and 1 to 2 hetero atoms selected from N and S) arranged as a bicyclo [5,6] or [6,6] system. The W 5 heterocycle may be bonded to y2 through a carbon, nitrogen, sulfur or other atom by a stable covalent bond. Ws heterocycles include for example, pyridyl, dihydropyridyl isomers, piperidine, pyridazinyl, pyrimidinyl, pyrazinyl, s-triazinyl, oxazolyl, imidazolyl, 15 thiazolyl, isoxazolyl, pyrazolyl, isothiazolyl, furanyl, thiofuranyl, thienyl, and pyrrolyl. W5 also includes, but is not limited to, examples such as: H N NN N H s N N N SJ ,and S

W

5 carbocycles and heterocycles may be independently substituted with 0 to 3 20 R groups, as defined above. For example, substituted W 5 carbocycles include: 66 WO 2012/039791 PCT/US2011/029441 802.CIPF2 OH C1 N OH N 0 NH 2 5 - NH l NH -- N NH -N o -N S -N SO 2 Examples of substituted phenyl carbocycles include: HN HN 0

NH

2 - NMe 2 - NH 2 'v0 0 0 0 0 o - ' NH

NH

2

NH

2

NH

2 \N 10 p 67 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 Embodiments of R 7 or R 7 together with R 4 include the structures 0 0 R R 0 H--O HN 1 0 OH -- 13, Ar' R R a a 0 b y b R N R'N-p-Qd RY- -OP-- N-P /b 0 0 00 Ry S RR RY 0 RR R R OP-0 0 R R HN-P N 0 10 R R ,or Ar wherein a is the point of attachment to R7; b is the point of attachment to R4; Ar is phenyl or naphthyl, wherein the phenyl and naphthyl are optionally 15 substituted with 1-3 R 20 groups; each Ry is independently (CI-C 8 ) alkyl or C 5 -C6 carbocyclyl, wherein the alkyl and carbocyclyl are optionally substituted with 1-3 R 20 groups; each R is independently H, (C 1

-C

6 ) alkyl, or arylalkyl; and each R 20 is independently halogen, CN, N(R) 2 , OR, -SR, -S(O)R, -S(O) 2 R, 20 S(O)(OR), -S(O) 2 (OR), -C(=O)R, -C(=O)OR, or C(=O)N(R) 2 . Y Embodiments of w2 of Formula 1-III and Formula IV-VI compounds include substructures such as: 68 WO 2012/039791 PCT/US2011/029441 802.CIPF2 0 RX \ Y2b y2b 5 RX wherein each Y 2 is, independently, 0 or N(R). In another aspect of this embodiment, each Y 2 b is 0 and each R'is independently: R R 0 y2 y2 R M12c wherein M1 2c is 1, 2 or 3 and each Y 2 is independently a bond, 0, CR, or S. 10 In another aspect of this embodiment, one Y2 -Rx is NH(R) and the other Y2b-Rx is 0 R' wherein Rx is: R R 0 S CR 3 M12c wherein M12c is 2. In another aspect of this embodiment, each Y2b is 0 and each R' is independently: R R 0 S CR 3 15 M12c wherein M12c is 2. In another aspect of this embodiment, each Y 2 b is 0 and each R' is independently: 69 WO 2012/039791 PCT/US2011/029441 802.CIPF2 0 OR y2 R 5 M12c wherein M12c is 1 and Y 2 is a bond, 0, or CR 2 . Y W P Other embodiments of 2 of Formulas 1-111 and Formulas IV-VI compounds include substructures such as: RY II O RY 3 RY 10 Ry RY wherein each Y 3 is, independently, 0 or N(R). In another aspect of this embodiment, each Y 3 is 0. In another aspect of this embodiment, the substructure is: 00 P RY wherein Ry is W 5 as defined herein. 15 Y Another embodiment of W2 of Formula I-III and Formula IV-VI includes the substructures: 70 WO 2012/039791 PCT/US2011/029441 802.CIPF2 R 0 p1 2 c R O Yi

P-Y

2 C- w 5 wherein each Y2c is, independently, 0, N(RY) or S. Y 2 W Another embodiment of W of Formula I-III and Formula IV-VI compounds includes the substructures wherein one of W 1 or W 2 together with either R3 or R 4 is -Y 3 - and the other of W1 or W 2 is Formula Ia. Such an embodiment is 10 represented by a compound of Formula lb selected from:

R

8 X1 N W O-CH 2 N Wi0 ~ N R 9 yRiR6

R

4

R

2

R

8 N -0 CH 2 N 0 N R 9

Y

3

R

3

R

2 71 WO 2012/039791 PCT/US2011/029441 802.CIPF2

R

8 N x 2 W

O-CH

2 0 N NR9 P Y3 5 R 3

R

2 or

R

8 x N W1 O0CH2 O N N R 9 y Re R "Y3 4

R

4

R

2 Formula lb In another aspect of the embodiment of Formula lb. each Y and Y 3 is 0. In another aspect of the embodiment of Formula lIb, W' or W 2 is Y 2 b-R'; each Y, Y 3 and 10 y 2 b is 0 and Ris: R R 0 2- y2-R M12c wherein M12c is 1, 2 or 3 and each Y 2 is independently a bond, 0, CR 2 , or S. In another aspect of the embodiment of Formula lb, W 1 or W 2 is Y 2 b-R'; each Y, Y 3 and Y 2 is 0 and R' is: 15 72 WO 2012/039791 PCT/US2011/029441 802.CIPF2 R R 0 S CR 3 5 M12c wherein M12c is 2. In another aspect of the embodiment of Formula Ib, W' or

W

2 is y 2 b-R'; each Y, Y 3 and Y 2 b is O and Rx is: R R 0 M12c wherein M12e is l and Y 2 is a bond, 0, or CR 2 . 10 Y Another embodiment of W2 of Formula I-III and Formula IV-VI compounds includes a substructure: 0 P RX Y2

-W

5 wherein W 5 is a carbocycle such as phenyl or substituted phenyl. In another 15 aspect of this embodiment, the substructure is: 73 WO 2012/039791 PCT/US2011/029441 802.CIPF2

(R)

0 -3 \\O Ry y2b OR 5 0 wherein y2b is 0 or N(R) and the phenyl carbocycle is substituted with 0 to 3 R groups. In another aspect of this embodiment of the substructure, R is: 0 R I----- ' y2 -- y2---R M12c wherein M12c is 1, 2 or 3 and each Y 2 is independently a bond, 0, CR, or S. 10 Y W P Another embodiment of W2 of Formula I-III and Formula IV-VI includes substructure:

(RY)

0

-

3 (RY) 0 -3 0 0 \\O CH 3 \\ 0OCH 3 N OR OR H 0 or O The chiral carbon of the amino acid and lactate moieties may be either the R or 15 S configuration or the racemic mixture. 74 WO 2012/039791 PCT/US2011/029441 802.CIPF2 Y 5 Another embodiment of W of Formula 1-111 and Formula IV-VI is substructure R 0 0-1 0 2 wherein each Y 2 is, independently, -0- or -NH-. In another aspect of this embodiment, R" is (CI-C 8 ) alkyl, (C 1 -Cs) substituted alkyl, (C 2 -Cs) alkenyl, (C 2

-C

8 ) 10 substituted alkenyl, (C 2 -Cs) alkynyl or (C 2

-C

8 ) substituted alkynyl. In another aspect of this embodiment, R is (Ci-C 8 ) alkyl, (C-C 8 ) substituted alkyl, (C 2

-C

8 ) alkenyl,

(C

2

-C

8 ) substituted alkenyl, (C 2

-C

8 ) alkynyl or (C 2

-C

8 ) substituted alkynyl; and R is

CH

3 . In another aspect of this embodiment, RY is (C 1

-C

8 ) alkyl, (CI-Cs) substituted alkyl, (C 2 -Cs) alkenyl, (C 2

-C

8 ) substituted alkenyl, (C 2 -Cs) alkynyl or (C 2 -CS) 15 substituted alkynyl; R is CH 3 ; and each Y 2 is -NH-. In a aspect of this embodiment, WI and W2 are, independently, nitrogen-linked, naturally occurring amino acids or naturally occurring amino acid esters. In another aspect of this embodiment, WI and W2 are, independently, naturally-occurring 2-hydroxy carboxylic acids or naturally occurring 2-hydroxy carboxylic acid esters wherein the acid or ester is linked to P 20 through the 2-hydroxy group. Y P W Another embodiment of W2 of Formula 1, Formula 11, Formula III, Formula IV, Formula V, or Formula VI is substructure: 75 WO 2012/039791 PCT/US2011/029441 802.CIPF2 0 RX 5 Rx In one aspect of this embodiment, each R' is, independently, (CI-C 8 ) alkyl. In another aspect of this embodiment, each R' is, independently, C 6

-C

20 aryl or C 6

-C

20 substituted aryl. In a preferred embodiment, 0 W1 10 W is selected from 0 0 NHR O- S C(R) 3 P

P

RR 0 O 002 -S -- S [RR) ~ RR 2 C(R) 3 2 C(R) 3 0 0 0 0 HO R CH3 O (R), or W5 76 WO 2012/039791 PCT/US2011/029441 802.CIPF2 Y 5 Another embodiment of W of Formulas 1-III and Formula IV VI is substructure 0 W2 wherein W' and W 2 are independently selected from one of the formulas in Tables 20.1-20.37 and Table 30.1 below. The variables used in Tables 20.1-20.37 10 (e.g., W-3, R ,etc.) pertain only to Tables 20.1-20.37, unless otherwise indicated. The variables used in Tables 20.1 to 20.37 have the following definitions: each R2 is independently H or (CI-Cs)alkyl; each R 22 is independently H, R 21 , R 23 or R 2 4 wherein each R 24 is independently substituted with 0 to 3 R 2; 15 each R 23 is independently R2 3 a, R 23 ', R 2 3 c or R 2 3 d, provided that when R 2 3 is bound to a heteroatom, then R 2 3 is R 2 3c or R23; each R2a is independently F, Cl, Br, I, -CN, N 3 or -NO 2 ; each R 2 3 b is independently Y 2 l; each R 2 3 , is independently -R 2 , -N(R 2 x)(R 2 x), -SR 2 x, -S(O)R 2 x, -S(O) 2 R 2 20 S(O)(OR 2 x), -S(O) 2

(OR

2 x), -OC(=Y 2

)R

2 x, -OC(=Y )OR , -OC(=Y 21 )(N(R )(R 2)). -SC(=Y )R , -SC(=YT )OR 2. -SC(=Y 2 l)(N(R 2 x)(R 2 x)), -N(R 2 x)C(=Y 2 l)R, N(R X)C(=Y 2 1

)OR

2 x, or -N(R 2 x)C(=Y 21

)(N(R

2 x)(R 2 x)) each R23d is independently -C(=Y )R 2, -C(=Y )OR or C(=Y 2 ' )(N(R 2 x)(R 2 x)); 25 each R 2 x is independently H, (CI-C 8 )alkyl, (C 2 -Cs)alkenyl, (C 2

-C

8 )alkynyl, aryl, heteroaryl; or two Rx taken together with a nitrogen to which they are both attached form a 3 to 7 membered heterocyclic ring wherein any one carbon atom of said heterocyclic ring can optionally be replaced with -0-, -S- or -NR -; and wherein 77 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 one or more of the non-terminal carbon atoms of each said (CI-Cs)alkyl may be optionally replaced with -0-, -S- or -NR ; each R 24 is independently (C 1

-C

8 )alkyl, (C 2

-C

8 )alkenyl, or (C 2 -Cg)alkynyl; each R 25 is independently R 24 wherein each R 2 4 is substituted with 0 to 3 R 23 groups; 10 each R 2 sa is independently (C 1

-C

8 )alkylene, (C 2 -Cs)alkenylene, or (C 2 Cs)alkynylene any one of which said (CI-Cg)alkylene, (C 2 -Cs)alkenylene, or (C 2 Cs)alkynylene is substituted with 0-3 R 23 groups; each W 2 3 is independently W 24 or W 2 5 ; each W24 is independently R 2, -C(=Y )R 2, -C(=Y 21

)W

2 s, -SO 2 R , or 15 S0 2

W

25 ; each W 2 5 is independently carbocycle or heterocycle wherein W 25 is independently substituted with 0 to 3 R 22 groups; and each Y 21 is independently 0 or S. 20 Table 20.1 o OsW23 O R25 0 0R24 o 0 0 1 2 3 o 21 0 H 0 CH 3 o 0 0 4 5 6 O O CH 3 / O 0CH 3 0 0 7 8 78 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 Table 20.2 O CH 3 O CH 3 0 0 CH 3 9 10

CH

3 0 0

CH

3 0 11 Table 20.3

OH

3

OH

3

CH

3 OsW23 O- R25 O O-R24 o o 0 12 13 14 OH R21 O 3 H O CH3 o 0 O~H~ OH o 0 0 15 16 17

OH

3 CH 3 0 O CH3 0 CH 3 0 0 18 19 10 79 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 Table 20.4

CH

3 oH 3 0 OH 3 O C H 3 0 0 CH 3 20 21

OH

3

CH

3 0 CH 3 0 22 Table 20.5

H

3 C H 3 C H 3 C 0 Ow23 O R25 0 - OR24 o 0 0 23 24 25

H

3 C

H

3 C

H

3 C o R21 H 0 CH 3 0 0 0 26 27 28

H

3 C

H

3 C O0 CH 3 0

CH

3 0 0 29 30 10 80 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 Table 20.6

H

3 C

H

3 C O CH 3 0 CH 3 0 0 CH 3 31 32

H

3 C

OH

3 0 O CH 3 0 33 Table 20.7 w23 w23 w23 O Osw23 ?O R s R24 O 0 0 34 35 36 w23

R

2 5

R

25 O Y O'R 21 O W23 O R25 0 o 0 37 38 39 R 25

R

2 5 O R24 y O R21 0 0 40 41 10 81 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 Table 20.8 R 24 R 24 R 24 o w23 O KR25 O R24 42 43 44 R 24 R 21 R21 OR O

O~

2 1 O o 0 0 45 46 47 R21 R 21 O))-o R 25 O O-y a R 21 0 0 48 49 Table 20.9 N 0 ' W23 RN o25 N 24 H 0 H 0 H 0 50 51 52 0 R21 H CH3 N R N -Y H NOH H 0 H 0 H 0 53 54 55 ION O-

CH

3 ?ON0

CH

3 H 0 H 0 56 57 10 82 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 Table 20.10 0 CH 3 ?'K, 0 CH 3 N N H 0 H 0 CH 3 58 59

CH

3 N

CH

3 H 0 60 Table 20.11

OH

3

CH

3

OH

3 Nj OsW23 N' OR 25 ?' OR 24 H 0 H 0 H 0 61 62 63

OH

3

OH

3

OH

3 OsR21 O H N OCH 3 H 0 H 0 H 0 64 65 66

OH

3

OH

3 N O CH 3 O C H 3 H 0 H 0 67 68 10 83 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 Table 20.12

CH

3

CH

3 I O OH 3

OH

3 H 0 H 0 CH 3 69 70

OH

3 CH 3 N

CH

3 H 0 71 Table 20.13 OC CH 3

CH

3 N 0,W 23 RN R25 N R24 H 0 H 0 H 0 72 73 74 H3 3 H H 3

OH

3 SR21 N NH N OCH 3 H 0 H 0 H 0 75 76 77 H CH 3

HCOH

3 O CH 3

NCH

3 H 0 H 0 78 79 10 84 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 Table 20.14

H

3 C H 3 H CH 3 N 0 CH 3 N CH 3 H 0 H 0 CH 3 80 81 H

CH

3

CH

3

NCH

3 H 0 82 Table 20.15 w23 W23 w23 N 0,W23 N R25 AN R24 H 0 H 0 H 0 83 84 85 W23 R25 R 2 5 N 0 2 1 N OW23 N R25 H 0 H 0 H 0 86 87 88

R

25

R

25 S24 N R21 H 0 H 0 89 90 10 85 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 Table 20.16 R24 R 24 R 24 N 0W 23 N R25 N R24 H 0 H 0 H 0 91 92 93 R 24 R 21 R 21 N 0O R21 WN w23 N 0R25 H 0 H 0 H 0 94 95 96 R 21 R 21 N"fOR R24 ?"'" -R 21 H 0 H 0 97 98 Table 20.17 N O 0W23 N R25 N 0'R24

R

23 0 R 23 0 R 23 0 99 100 101 N O N OH NOCH 3

R

23 0 R 23 0 R 23 0 102 103 104 O?

CH

3 0 CH3 N N"- OH 3

R

23 o R 23 0 105 106 10 86 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 Table 20.18

SOH

3 0 CH 3 I N

R

23 o

R

23 O CH 3 107 108

CH

3 0 N

CH

3

R

23 0 109 Table 20.19

CH

3

CH

3

CH

3

CH

3 N Osw23 N R 25 N R 24 NR21

R

23 o R 23 o R 23 o R23 0 110 111 112 113

CH

3

CH

3

CH

3

CH

3 0~~

-

-?0 H N H N H 3 N NCH3 O CH 3

R

23 0 R 23 o R 23 o R 23 o 114 115 116 117 10 Table 20.20

CH

3 CH 3 0 OH 3 0 CH 3

R

23 0

R

23 0 CH 3 118 119

CH

3

CH

3 N CH 3

R

23 0 120 87 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 Table 20.21

H

3 O CH 3

H

3 C OH 3

H

3 C CH 3

H

3 C CH 3 N OsW 23 N R 25 N R 24 N oR21

R

23 0 R 23 0 R 23 0 R 23 0 121 122 123 124

H

3 C CH 3

H

3 C CH 3

H

3 C CH 3

H

3 C CH 3 N H NH OH 3 3 OH 3

R

2 3 o R 23 o R 23 0 R 23 0 125 126 127 128 Table 20.22

H

3 C OH 3

H

3 C CH 3

H

3 C OH 3

CH

3 0 CH 3 O CH 3 O CH 3

R

23 0 0 CH 3

R

23 0 10 129 130 131 Table 20.23 w23 w23 w23 w23 2 N R25 'N AR24 N R 21

R

23 0 R 23 0 R 23 0 R 23 0 132 133 134 135 R25 R 25

R

25 R25 ' OW23 ? 3 0 O.2 eK 3 0 O 'R 2 5 O R24 R21

R

3 0 23 R23 O R 23 0 136 137 138 139 15 88 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 Table 20.24 R24 R 2 4

R

24

R

2 4 w23 N R 25 R 2 4 R21

R

2 3 0 R 2 3 0 R 2 3 0 R 23 0 140 141 142 143 R21 R R 2 R1 R 2 1 N W23 N 2 5 N OR24 ONR21

R

23 O R 23 O R 23 0 R 23 0 144 145 146 147 Table 20.25 tW 23 ? R2 R24 ? R21 H R23 148 149 150 151 152 153 O> 0W 23 e' R 25 ? 10R 24 O "R 2 1 eO oH ?O R 23 10 154 155 156 157 158 159 Table 20.26 N w23 N R25 / N 24 N R21 N HN R23 |II | I H H H H H H 160 161 162 163 164 165 N w23 N R25 N R24 N IR21 N H R23

R

23

R

23 R23 R 2 3

R

23

R

23 166 167 168 169 170 171 89 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 Table 20.27 o 0 0R0 W 23 0 R R 25 172 173 o 0 o o R 24 0 R0 R 21 174 175 0 0 0 0 H O O CH 3 176 177 0 0 CH 3 R25a )R. CH 3 R5a 0)- - 0 0 o l , 178 179 10 Table 20.28 90 WO 2012/039791 PCT/US2011/029441 802.CIPF2

H

3 C 00 ORa O I CH 3 180 181 CH3 0 0 CH 3 ,, OYH 3 25 O R a

CH

3 O O

CH

3 182 CH 3 183 0 o R 0 184 185 Table 20.29 o 0 o o W 23 O R 25 186 187 o 0 o O R 24 0 0 R 21 188 189 o 0 o o H 0 0 CH 3 190 191 0 0 CH 3 O

CH

3 0 O 192 193 91 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 Table 20.30

H

3 Co 00 0

CH

3 194 195 CH 3 o 0 CH 3 O I OCH 3 H3 0 0 H 3 0 H 3 196 CH 3 197 0 0 198 199 Table 20.31 92 WO 2012/039791 PCT/US2011/029441 802.CIPF2 0 R 5a

W

2 3 O O OR 2 2 5 0 0 0 " 200 201 0 O 5 R0 OR24O 1R2a R21 0 0 0 202 203 0 0 O 2a H R5a CH o 0 204 205

H

3 C 0 O R25a R 5a 25 a 0 0 0 o R 0 CH 3 207 5 206 Table 20.32 O CH 3 0 CH 3 0o 0 ) 0 0 R- 0 0 O---H 3 208 209 O OH 0 R5a 0H 3 R5a CH 3 o O O CH 3 0 0 0 211

CH

3 210 0 IR -I 0 0 --o0 O 0 0 212 213 93 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 Table 20.33 0 w23 0 214 215 0 S O024 O~ O 21 216 217 0 0 O O O 01 H O O OyCH3 218 219

H

3 C 0 0 0 00 0 0 O CH 3 221 220 94 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 Table 20.34 o CH 3 0 CH 3 o o 0 0 0 0 CH 3 222 223 0 CH O H3 O O O 0 CH 3 O> O H 3 ~~~0 0 0CH "-, ) 3 224 225 CH 3 0 0 ?' K~~ 0 0-- 226 227 Table 20.35 R2 ow23 0 R25 oR25 2280 2290 R OR 2 5 24 K0R 2 5a R21 2300 2310 N R 25 a w23 N R 0 25 H 232 0 H 233 0 NR2 R24 N 2 21 10 H 234 0 H 2350 95 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 Table 20.36 N OWN 2 R25

R

23 0 R 23 0 236 237 N O R24 N o R21

R

23 0 R 23 0 238 239 O 22 -O R25 0 0 240 241 0 R 23 0 242 243 Table 20.37 244 22 245 R25 246 R2 47 96 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 Table 30.1

OH

3

CH

3 ?-O N O

CH

3 ON "-T

CH

3 H 6 7 0 H 0 68

CH

3 CH 3 O CH3 O CH 3 H 69 0 H 70 0 CH 3

OH

3

OH

3

OH

3 N r0

CH

3 0 NCH3 H 0 71 H 2580 | 3 N O

H

3 N C N H 2480 H 0 249 1

CH

3

NCH

3 K O ~H 3 ' 0 10 H250 0 H O 251 N N H O 252 H 0 253 254 100 N CF3 N OCI 0 3OF 3 HNI 255 256 257 97 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 Embodiments of R' include esters, carbamates, carbonates, thioesters, amides, thioamides, and urea groups: R R R R 1 2R y2 y2'R M12a 11 a and M12a 10 Any reference to the compounds of the invention described herein also includes a reference to a physiologically acceptable salt thereof. Examples of physiologically acceptable salts of the compounds of the invention include salts derived from an appropriate base, such as an alkali metal or an alkaline earth (for example, Na+, Li+, K+, Ca+ 2 and Mg+ 2 ), ammonium and NR 4 + (wherein R is 15 defined herein). Physiologically acceptable salts of a nitrogen atom or an amino group include (a) acid addition salts formed with inorganic acids, for example, hydrochloric acid, hydrobromic acid, sulfuric acid, sulfamic acids, phosphoric acid, nitric acid and the like; (b) salts formed with organic acids such as, for example, acetic acid, oxalic acid, tartaric acid, succinic acid, maleic acid, fumaric acid, gluconic 20 acid, citric acid, malic acid, ascorbic acid, benzoic acid, isethionic acid, lactobionic acid, tannic acid, palmitic acid, alginic acid, polyglutamic acid, naphthalenesulfonic acid, methanesulfonic acid, p-toluenesulfonic acid, benzenesulfonic acid, naphthalenedisulfonic acid, polygalacturonic acid, malonic acid, sulfosalicylic acid, glycolic acid, 2-hydroxy-3-naphthoate, pamoate, salicylic acid, stearic acid, phthalic 25 acid, mandelic acid, lactic acid, ethanesulfonic acid, lysine, arginine, glutamic acid, glycine, serine, threonine, alanine, isoleucine, leucine and the like; and (c) salts formed from elemental anions for example, chlorine, bromine, and iodine. Physiologically acceptable salts of a compound of a hydroxy group include the anion of said compound in combination with a suitable cation such as Na* and NR4*. 30 For therapeutic use, salts of active ingredients of the compounds of the invention will be physiologically acceptable, i.e. they will be salts derived from a 98 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 physiologically acceptable acid or base. However, salts of acids or bases which are not physiologically acceptable may also find use, for example, in the preparation or purification of a physiologically acceptable compound. All salts, whether or not derived form a physiologically acceptable acid or base, are within the scope of the present invention. 10 Finally, it is to be understood that the compositions herein comprise compounds of the invention in their un-ionized, as well as zwitterionic form, and combinations with stoichiometric amounts of water as in hydrates. The compounds of the invention, exemplified by Formula I-III and Fornula IV-VI may have chiral centers, e.g. chiral carbon or phosphorus atoms. The 15 compounds of the invention thus include racemic mixtures of all stereoisomers, including enantiomers, diastereomers, and atropisomers. In addition, the compounds of the invention include enriched or resolved optical isomers at any or all asymmetric, chiral atoms. In other words, the chiral centers apparent from the depictions are provided as the chiral isomers or racemic mixtures. Both racemic and diastereomeric 20 mixtures, as well as the individual optical isomers isolated or synthesized, substantially fl-ee of their enantiomeric or diastereomeric partners, are all within the scope of the invention. The racemic mixtures are separated into their individual, substantially optically pure isomers through well-known techniques such as, for example, the separation of diastereomeric salts formed with optically active adjuncts, 25 e.g., acids or bases followed by conversion back to the optically active substances. In most instances, the desired optical isomer is synthesized by means of stereospecific reactions, beginning with the appropriate stereoisomer of the desired starting material. The term "chiral" refers to molecules which have the property of non superimposability of the mirror image partner, while the term "achiral" refers to 30 molecules which are superimposable on their mirror image partner. The term "stereoisomers" refers to compounds which have identical chemical constitution, but differ with regard to the arrangement of the atoms or groups in space. "Diastereomer" refers to a stereoisomer with two or more centers of chirality and whose molecules are not mirror images of one another. Diastereomers have 99 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 different physical properties, e.g. melting points, boiling points, spectral properties, and reactivities. Mixtures of diastereomers may separate under high resolution analytical procedures such as electrophoresis and chromatography. "Enantiomers" refer to two stereoisomers of a compound which are non superimposable mirror images of one another. 10 Stereochemical definitions and conventions used herein generally follow S. P. Parker, Ed., McGraw-Hill Dictionary of Chemical Terms (1984) McGraw-Hill Book Company, New York; and Eliel, E. and Wilen, S., Stereochemistry of Organic Compounds (1994) John Wiley & Sons, Inc., New York. Many organic compounds exist in optically active forms, i.e., they have the ability to rotate the plane of plane 15 polarized light. In describing an optically active compound, the prefixes D and L or R and S are used to denote the absolute configuration of the molecule about its chiral center(s). The prefixes d and 1, D and L, or (+) and (-) are employed to designate the sign of rotation of plane-polarized light by the compound, with S, (-), or 1 meaning that the compound is levorotatory while a compound prefixed with R, (+), or d is 20 dextrorotatory. For a given chemical structure, these stereoisomers are identical except that they are mirror images of one another. A specific stereoisomer may also be referred to as an enantiomer, and a mixture of such isomers is often called an enantiomeric mixture. A 50:50 mixture of enantiomers is referred to as a racemic mixture or a racemate, which may occur where there has been no stereoselection or 25 stereospecificity in a chemical reaction or process. The terms racemicc mixture" and "racemate" refer to an equimolar mixture of two enantiomeric species, devoid of optical activity. Whenever a compound described herein is substituted with more than one of the same designated group, e.g., "R" or "R' ", then it will be understood that the 30 groups may be the same or different, i.e., each group is independently selected. Wavy lines, ~~~, indicate the site of covalent bond attachments to the adjoining substructures, groups, moieties, or atoms. The compounds of the invention can also exist as tautomeric isomers in certain cases. Although only one delocalized resonance structure may be depicted, all such 100 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 forms are contemplated within the scope of the invention. For example, ene-amine tautomers can exist for purine, pyrimidine, imidazole, guanidine, amidine, and tetrazole systems and all their possible tautomeric forms are within the scope of the invention. One skilled in the art will recognize that the pyrrolo[l,2-f][1,2,4]triazine, 10 imidazo[1,5-f][1,2,4]triazine, imidazo[1,2-f][1,2,4]triazine, and [1,2,4]triazolo[4,3 f] [1,2,4]triazine nucleosides can exist in tautomeric forms. For example, but not by way of limitation, structures (a) and (b) can have equivalent tautomeric forms as shown below: OH 0 N NH x2 x2 \ N R 9 N N R 9

R

8

R

8 x2 X NNN N OH N 0 H

NH

2 NH x x '- N i- ~ NH NN- R9 15 a b. All possible tautomeric forms of the heterocycles in all of the embodiments disclosed herein are within the scope of the invention. Methods of Inhibition of HCV polymerase Another aspect of the invention relates to methods of inhibiting the activity of 20 HCV polymerase comprising the step of treating a sample suspected of containing 101 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 HCV with a composition of the invention. Compositions of the invention may act as inhibitors of HCV polymerase, as intermediates for such inhibitors or have other utilities as described below. The inhibitors will bind to locations on the surface or in a cavity of HCV polymerase having a geometry unique to HCV polymerase. Compositions binding HCV 10 polymerase may bind with varying degrees of reversibility. Those compounds binding substantially irreversibly are ideal candidates for use in this method of the invention. Once labeled, the substantially irreversibly binding compositions are useful as probes for the detection of HCV polymerase. Accordingly, the invention relates to methods of detecting HCV polymerase in a sample suspected of containing 15 HCV polymerase comprising the steps of: treating a sample suspected of containing HCV polymerase with a composition comprising a compound of the invention bound to a label; and observing the effect of the sample on the activity of the label. Suitable labels are well known in the diagnostics field and include stable free radicals, fluorophores, radioisotopes, enzymes, chemiluminescent groups and chromogens. 20 The compounds herein are labeled in conventional fashion using functional groups such as hydroxyl, carboxyl, sulfhydryl or amino. Within the context of the invention, samples suspected of containing HCV polymerase include natural or man-made materials such as living organisms; tissue or cell cultures; biological samples such as biological material samples (blood, serum, 25 urine, cerebrospinal fluid, tears, sputum, saliva, tissue samples, and the like); laboratory samples; food, water, or air samples; bioproduct samples such as extracts of cells, particularly recombinant cells synthesizing a desired glycoprotein; and the like. Typically the sample will be suspected of containing an organism which produces HCV polymerase , frequently a pathogenic organism such as HCV. 30 Samples can be contained in any medium including water and organic solvent\water mixtures. Samples include living organisms such as humans, and man made materials such as cell cultures. The treating step of the invention comprises adding the composition of the invention to the sample or it comprises adding a precursor of the composition to the 102 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 sample. The addition step comprises any method of administration as described above. If desired, the activity of HCV polymerase after application of the composition can be observed by any method including direct and indirect methods of detecting HCV polymerase activity. Quantitative, qualitative, and semiquantitative methods of 10 deterining HCV polymerase activity are all contemplated. Typically one of the screening methods described above are applied, however, any other method such as observation of the physiological properties of a living organism are also applicable. Organisms that contain HCV polymerase include the HCV virus. The compounds of this invention are useful in the treatment or prophylaxis of HCV 1 5 infections in animals or in man. However, in screening compounds capable of inhibiting human immunodeficiency viruses, it should be kept in mind that the results of enzyme assays may not correlate with cell culture assays. Thus, a cell based assay should be the primary screening tool. 20 Screens for HCV polymerase Inhibitors. Compositions of the invention are screened for inhibitory activity against HCV polymerase by any of the conventional techniques for evaluating enzyme activity. Within the context of the invention, typically compositions are first screened for inhibition of HCV polymerase in vitro and compositions showing inhibitory 25 activity are then screened for activity in vivo. Compositions having in vitro Ki (inhibitoiy constants) of less then about 5 X 10-6 M, typically less than about I X 10 7 M and preferably less than about 5 X 10-8 M are preferred for in vivo use. Useful in vitro screens have been described in detail and will not be elaborated here. However, the examples describe suitable in vitro assays. 30 Phannaceutical Formulations The compounds of this invention are formulated with conventional carriers and excipients, which will be selected in accord with ordinary practice. Tablets will contain excipients, glidants, fillers, binders and the like. Aqueous formulations are 103 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 prepared in sterile form, and when intended for delivery by other than oral administration generally will be isotonic. All formulations will optionally contain excipients such as those set forth in the "Handbook of Pharmaceutical Excipients" (1986). Excipients include ascorbic acid and other antioxidants, chelating agents such as EDTA, carbohydrates such as dextran, hydroxyalkylcellulose, 10 hydroxyalkylmethylcellulose, stearic acid and the like. The pH of the formulations ranges from about 3 to about 11, but is ordinarily about 7 to 10. While it is possible for the active ingredients to be administered alone it may be preferable to present them as pharmaceutical formulations. The formulations, both for veterinary and for human use, of the invention comprise at least one active 15 ingredient, as above defined, together with one or more acceptable carriers therefore and optionally other therapeutic ingredients. The carrier(s) must be "acceptable" in the sense of being compatible with the other ingredients of the formulation and physiologically innocuous to the recipient thereof. The formulations include those suitable for the foregoing administration 20 routes. The formulations may conveniently be presented in unit dosage form and may be prepared by any of the methods well known in the art of pharmacy. Techniques and formulations generally are found in Remington's Pharmaceutical Sciences (Mack Publishing Co., Easton, PA). Such methods include the step of bringing into association the active ingredient with the carrier which constitutes one or more 25 accessory ingredients. In general the formulations are prepared by uniformly and intimately bringing into association the active ingredient with liquid carriers or finely divided solid carriers or both, and then, if necessary, shaping the product. Formulations of the present invention suitable for oral administration may be presented as discrete units such as capsules, cachets or tablets each containing a 30 predetermined amount of the active ingredient; as a powder or granules; as a solution or a suspension in an aqueous or non-aqueous liquid; or as an oil-in-water liquid emulsion or a water-in-oil liquid emulsion. The active ingredient may also be administered as a bolus, electuary or paste. A tablet is made by compression or molding, optionally with one or more 104 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 accessory ingredients. Compressed tablets may be prepared by compressing in a suitable machine the active ingredient in a free-flowing form such as a powder or granules, optionally mixed with a binder, lubricant, inert diluent, preservative, surface active or dispersing agent. Molded tablets may be made by molding in a suitable machine a mixture of the powdered active ingredient moistened with an inert liquid 10 diluent. The tablets may optionally be coated or scored and optionally are fonnulated so as to provide slow or controlled release of the active ingredient therefrom. For infections of the eye or other external tissues e.g. mouth and skin, the formulations are preferably applied as a topical ointment or cream containing the active ingredient(s) in an amount of, for example, 0.075 to 20% w/w (including active 15 ingredient(s) in a range between 0.10% and 20% in increments of 0.10% w/w such as 0.6% w/w, 0.7% w/w, etc.), preferably 0.2 to 15% w/w and most preferably 0.5 to 10% w/w. When formulated in an ointment, the active ingredients may be employed with either a paraffinic or a water-miscible ointment base. Alternatively, the active ingredients may be formulated in a cream with an oil-in-water cream base. 20 If desired, the aqueous phase of the cream base may include, for example, at least 3 0% w/w of a polyhydric alcohol, i.e. an alcohol having two or more hydroxyl groups such as propylene glycol, butane 1,3-diol, mannitol, sorbitol, glycerol and polyethylene glycol (including PEG 400) and mixtures thereof. The topical formulations may desirably include a compound which enhances absorption or 25 penetration of the active ingredient through the skin or other affected areas. Examples of such dermal penetration enhancers include dimethyl sulphoxide and related analogs. The oily phase of the emulsions of this invention may be constituted from known ingredients in a known manner. While the phase may comprise merely an 30 emulsifier (otherwise known as an emulgent), it desirably comprises a mixture of at least one emulsifier with a fat or an oil or with both a fat and an oil. Preferably, a hydrophilic emulsifier is included together with a lipophilic emulsifier which acts as a stabilizer. It is also preferred to include both an oil and a fat. Together, the emulsifier(s) with or without stabilizer(s) make up the so-called emulsifying wax, and 105 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 the wax together with the oil and fat make up the so-called emulsifying ointment base which forms the oily dispersed phase of the cream formulations. Emulgents and emulsion stabilizers suitable for use in the formulation of the invention include Tween@ 60, Span® 80, cetostearyl alcohol, benzyl alcohol, myristyl alcohol, glyceryl mono-stearate and sodium lauryl sulfate. 10 The choice of suitable oils or fats for the formulation is based on achieving the desired cosmetic properties. The cream should preferably be a non-greasy, non staining and washable product with suitable consistency to avoid leakage from tubes or other containers. Straight or branched chain, mono- or dibasic alkyl esters such as di-isoadipate, isocetyl stearate, propylene glycol diester of coconut fatty acids, 15 isopropyl myristate, decyl oleate, isopropyl palmitate, butyl stearate, 2-ethylbexyl palmitate or a blend of branched chain esters known as Crodamol CAP may be used, the last three being preferred esters. These may be used alone or in combination depending on the properties required. Alternatively, high melting point lipids such as white soft paraffin and/or liquid paraffin or other mineral oils are used. 20 Pharmaceutical formulations according to the present invention comprise a combination according to the invention together with one or more pharmaceutically acceptable carriers or excipients and optionally other therapeutic agents. Pharmaceutical formulations containing the active ingredient may be in any form suitable for the intended method of administration. When used for oral use for 25 example, tablets, troches, lozenges, aqueous or oil suspensions, dispersible powders or granules, emulsions, hard or soft capsules, syrups or elixirs may be prepared. Compositions intended for oral use may be prepared according to any method known to the art for the manufacture of pharmaceutical compositions and such compositions may contain one or more agents including sweetening agents, flavoring agents, 30 coloring agents and preserving agents, in order to provide a palatable preparation. Tablets containing the active ingredient in admixture with non-toxic pharmaceutically acceptable excipient which are suitable for manufacture of tablets are acceptable. These excipients may be, for example, inert diluents, such as calcium or sodium carbonate, lactose, calcium or sodium phosphate; granulating and disintegrating 106 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 agents, such as maize starch, or alginic acid; binding agents, such as starch, gelatin or acacia; and lubricating agents, such as magnesium stearate, stearic acid or talc. Tablets may be uncoated or may be coated by known techniques including microencapsulation to delay disintegration and adsorption in the gastrointestinal tract and thereby provide a sustained action over a longer period. For example, a time 10 delay material such as glyceryl monostearate or glyceryl distearate alone or with a wax may be employed. Formulations for oral use may be also presented as hard gelatin capsules where the active ingredient is mixed with an inert solid diluent, for example calcium phosphate or kaolin, or as soft gelatin capsules wherein the active ingredient is mixed 15 with water or an oil medium, such as peanut oil, liquid paraffin or olive oil. Aqueous suspensions of the invention contain the active materials in admixture with excipients suitable for the manufacture of aqueous suspensions. Such excipients include a suspending agent, such as sodium carboxyrnethylcellulose, methylcellulose, hydroxypropyl methyleelluose, sodium alginate, 20 polyvinylpyrrolidone, gum tragacanth and gum acacia, and dispersing or wetting agents such as a naturally-occurring phosphatide (e.g., lecithin), a condensation product of an alkylene oxide with a fatty acid (e.g., polyoxyethylene stearate), a condensation product of ethylene oxide with a long chain aliphatic alcohol (e.g., heptadecaethyleneoxycetanol), a condensation product of ethylene oxide with a partial 25 ester derived from a fatty acid and a hexitol anhydride (e.g., polyoxyethylene sorbitan monooleate). The aqueous suspension may also contain one or more preservatives such as ethyl or n-propyl p-hydroxy-benzoate, one or more coloring agents, one or more flavoring agents and one or more sweetening agents, such as sucrose or saccharin. 30 Oil suspensions may be formulated by suspending the active ingredient in a vegetable oil, such as arachis oil, olive oil, sesame oil or coconut oil, or in a mineral oil such as liquid paraffin. The oral suspensions may contain a thickening agent, such as beeswax, hard paraffin or cetyl alcohol. Sweetening agents, such as those set forth above, and flavoring agents may be added to provide a palatable oral preparation. 107 These compositions may be preserved by the addition of an antioxidant such as ascorbic acid. Dispersible powders and granules of the invention suitable for preparation of an aqueous suspension by the addition of water provide the active ingredient in admixture with a dispersing or wetting agent, a suspending agent, and one or more preservatives. Suitable 5 dispersing or wetting agents and suspending agents are exemplified by those disclosed above. Additional excipients, for example sweetening, flavoring and coloring agents, may also be present. The pharmaceutical compositions of the invention may also be in the form of oil-in water emulsions. The oily phase may be a vegetable oil, such as olive oil or arachis oil, a 10 mineral oil, such as liquid paraffin, or a mixture of these. Suitable emulsifying agents include naturally-occurring gums, such as gum acacia and gum tragacanth, naturally-occurring phosphatides, such as soybean lecithin, esters or partial esters derived from fatty acids and hexitol anhydrides, such as sorbitan monooleate, and condensation products of these partial esters with ethylene oxide, such as polyoxyethylene sorbitan monooleate. The emulsion may 15 also contain sweetening and flavoring agents. Syrups and elixirs may be formulated with sweetening agents, such as glycerol, sorbitol or sucrose. Such formulations may also contain a demulcent, a preservative, a flavoring or a coloring agent. The pharmaceutical compositions of the invention may be in the form of a sterile injectable preparation, such as a sterile injectable aqueous or oleaginous suspension. This 20 suspension may be formulated according to the described art using those suitable dispersing or wetting agents and suspending agents which have been mentioned above. The sterile injectable preparation may also be a sterile injectable solution or suspension in a non-toxic parenterally acceptable diluent or solvent, such as a solution in 1,3-butane-diol or prepared as a lyophilized powder. Among the acceptable vehicles and solvents that may be employed are 25 water, Ringer's solution and isotonic sodium chloride solution. In addition, sterile fixed oils may conventionally be employed as a solvent or suspending medium. For this purpose any bland fixed oil may be employed including synthetic mono- or diglycerides. In 108 27526181 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 addition, fatty acids such as oleic acid may likewise be used in the preparation of injectables. The amount of active ingredient that may be combined with the carrier material to produce a single dosage form will vary depending upon the host treated and the particular mode of administration. For example, a time-release formulation 10 intended for oral administration to humans may contain approximately 1 to 1000 mg of active material compounded with an appropriate and convenient amount of carrier material which may vary from about 5 to about 95% of the total compositions (weight:weight). The pharmaceutical composition can be prepared to provide easily measurable amounts for administration. For example, an aqueous solution intended 15 for intravenous infusion may contain from about 3 to 500 tg of the active ingredient per milliliter of solution in order that infusion of a suitable volume at a rate of about 30 mL/hr can occur. Formulations suitable for topical administration to the eye also include eye drops wherein the active ingredient is dissolved or suspended in a suitable carrier, 20 especially an aqueous solvent for the active ingredient. The active ingredient is preferably present in such formulations in a concentration of 0.5 to 20%, advantageously 0.5 to 10%, and particularly about 1.5% w/w. Formulations suitable for topical administration in the mouth include lozenges comprising the active ingredient in a flavored basis, usually sucrose and acacia or 25 tragacanth; pastilles comprising the active ingredient in an inert basis such as gelatin and glycerin, or sucrose and acacia; and mouthwashes comprising the active ingredient in a suitable liquid carrier. Formulations for rectal administration may be presented as a suppository with a suitable base comprising for example cocoa butter or a salicylate. 30 Formulations suitable for intrapulmonary or nasal administration have a particle size for example in the range of 0.1 to 500 microns, such as 0.5, 1, 30, 35 etc., which is administered by rapid inhalation through the nasal passage or by inhalation through the mouth so as to reach the alveolar sacs. Suitable formulations include aqueous or oily solutions of the active ingredient. Formulations suitable for aerosol or 109 dry powder administration may be prepared according to conventional methods and may be delivered with other therapeutic agents such as compounds heretofore used in the treatment or prophylaxis of HCV infections as described below. Formulations suitable for vaginal administration may be presented as pessaries, 5 tampons, creams, gels, pastes, foams or spray formulations containing in addition to the active ingredient such carriers as are described to be appropriate. Formulations suitable for parenteral administration include aqueous and non-aqueous sterile injection solutions which may contain anti-oxidants, buffers, bacteriostats and solutes which render the formulation isotonic with the blood of the intended recipient; and aqueous 10 and non-aqueous sterile suspensions which may include suspending agents and thickening agents. The formulations are presented in unit-dose or multi-dose containers, for example sealed ampoules and vials, and may be stored in a freeze-dried lyophilizedd) condition requiring only the addition of the sterile liquid carrier, for example water for injection, 15 immediately prior to use. Extemporaneous injection solutions and suspensions are prepared from sterile powders, granules and tablets of the kind previously described. Preferred unit dosage formulations are those containing a daily dose or unit daily sub-dose, as herein above recited, or an appropriate fraction thereof, of the active ingredient. It should be understood that in addition to the ingredients particularly mentioned above 20 the formulations of this invention may include other agents conventional in the art having regard to the type of formulation in question, for example those suitable for oral administration may include flavoring agents. The invention further provides veterinary compositions comprising at least one active ingredient as above defined together with a veterinary carrier therefore. 25 Veterinary carriers are materials useful for the purpose of administering the composition and may be solid, liquid or gaseous materials which are otherwise inert or acceptable in the veterinary art and are compatible with the active ingredient. These veterinary compositions may be administered orally, parenterally or by any 110 2752618.1 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 other desired route. Compounds of the invention are used to provide controlled release pharmaceutical formulations containing as active ingredient one or more compounds of the invention ("controlled release fornmulations") in which the release of the active ingredient are controlled and regulated to allow less frequency dosing or to improve 10 the phannacokinetic or toxicity profile of a given active ingredient. Effective dose of active ingredient depends at least on the nature of the condition being treated, toxicity, whether the compound is being used prophylactically (lower doses) or against an active viral infection, the method of delivery, and the pharmaceutical formulation, and will be determined by the clinician 15 using conventional dose escalation studies. It can be expected to be from about 0.0001 to about 100 mg/kg body weight per day; typically, from about 0.01 to about 10 mg/kg body weight per day; more typically, from about .01 to about 5 mg/kg body weight per day; most typically, from about .05 to about 0.5 mg/kg body weight per day. For example, the daily candidate dose for an adult human of approximately 70 20 kg body weight will range from I mg to 1000 mg, preferably between 5 mg and 500 mg, and may take the form of single or multiple doses. Routes of Administration One or more compounds of the invention (herein referred to as the active ingredients) are administered by any route appropriate to the condition to be treated. 25 Suitable routes include oral, rectal, nasal, topical (including buccal and sublingual), vaginal and parenteral (including subcutaneous, intramuscular, intravenous, intradernal, intrathecal and epidural), and the like. It will be appreciated that the preferred route may vary with for example the condition of the recipient. An advantage of the compounds of this invention is that they are orally bioavailable and 30 can be dosed orally. Combination Therapy Combinations of the compounds of Formula 1-I and Formula IV-VI are typically selected based on the condition to be treated, cross-reactivities of ingredients I1 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 and pharmaco-properties of the combination. For example, when treating an infection (e.g., HCV), the compositions of the invention are combined with other active therapeutic agents (such as those described herein). Compositions of the invention are also used in combination with one or more other active ingredients. Preferably, the other active therapeutic ingredients or agents 10 are interferons, ribavirin or its analogs, HCV NS3 protease inhibitors, NS5a inhibitors, alpha-glucosidase 1 inhibitors, hepatoprotectants, mevalonate decarboxylase antagonists, antagonists of the renin-angiotensin system, other anti fibrotic agents, endothelin antagonists, nucleoside or nucleotide inhibitors of HCV NS5B polymerase, non-nucleoside inhibitors of HCV NS5B polymerase, HCV NS5A 15 inhibitors, TLR-7 agonists, cyclophillin inhibitors, HCV IRES inhibitors, pharmacokinetic enhancers or other drugs for treating HCV; or mixtures thereof. More specifically, one or more compounds of the present invention may be combined with one or more compounds selected from the group consisting of 1) interferons, e.g., pegylated rIFN-alpha 2b (PEG-Intron), pegylated rIFN 20 alpha 2a (Pegasys), rIFN-alpha 2b (Intron A), r1FN-alpha 2a (Roferon-A), interferon alpha (MOR-22, OPC-18, Alfaferone, Alfanative, Multiferon, subalin), interferon alfacon-I (Infergen), interferon alpha-nl (Wellferon), interferon alpha-n3 (Alferon), interferon-beta (Avonex, DL-8234), interferon-omega (omega DUROS, Biomed 510), albinterferon alpha-2b (Albuferon), IFN alpha XL, BLX-883 (Locteron), DA-3021, 25 glycosylated interferon alpha-2b (AVI-005), PEG-Infergen, PEGylated interferon lambda (PEGylated IL-29), and belerofon, 2) ribavirin and its analogs, e.g.. ribavirin (Rebetol, Copegus), and taribavirin (Viramidine), 3) HCV NS3 protease inhibitors, e.g., boceprevir (SCH-503034, SCH-7), 30 telaprevir (VX-950), VX-813, TMC-435 (TMC435350), ABT-450, BI-201335, BI 1230, MK-7009, SCH-900518, VBY-376, VX-500, GS-9256, GS-9451, BMS 790052, BMS-605339, PHX-1766, AS-101, YH-5258, YH5530, YH5531, and ITMN-191 (R-7227), 112 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 4) alpha-glucosidase 1 inhibitors, e.g., celgosivir (MX-3253), Miglitol, and UT-23 IB, 5) hepatoprotectants, e.g., emericasan (IDN-6556), ME-3738, GS-9450 (LB 84451), silibilin, and MitoQ, 6) nucleoside or nucleotide inhibitors of HCV NS5B polymerase, e.g., R1626, 10 R7128 (R4048), IDX184, IDX-102, PSI-7851, BCX-4678, valopicitabine (NM-283), and MK-0608, 7) non-nucleoside inhibitors of HCV NS5B polymerase, e.g., filibuvir (PF 868554), ABT-333, ABT-072, BI-207127, VCH-759, VCH-916, JTK-652, MK-3281, VBY-708, VCH-222, A848837, ANA-598, GL60667, GL59728, A-63890, A-48773, 15 A-48547, BC-2329, VCH-796 (nesbuvir), GSK625433, BILN-1941, XTL-2125, and GS-9190, 8) HCV NS5A inhibitors, e.g., AZD-2836 (A-83 1), AZD-7295 (A-689), and BMS-790052, 9) TLR-7 agonists, e.g., imiquimod, 852A, GS-9524, ANA-773, ANA-975, 20 AZD-8848 (DSP-3025), PF-04878691, and SM-360320, 10) cyclophillin inhibitors, e.g., DEBIO-025, SCY-635, and NIM81 1, 11) HCV IRES inhibitors, e.g., MCI-067, 12) pharmacokinetic enhancers, e.g., BAS-100, SPI-452, PF-4194477, TMC 41629, GS-9350, GS-9585, and roxythromycin, 25 13) other drugs for treating HCV, e.g., thynosin alpha I (Zadaxin), nitazoxanide (Alinea, NTZ), BIVN-401 (virostat), PYN-17 (altirex), KPE02003002, actilon (CPG-10101), GS-9525, KRN-7000, civacir, GI-5005, XTL-6865, BIT225, PTX-111, ITX2865, TT-033i, ANA 971, NOV-205, tarvacin, EHC-18, VGX-410C, EMZ-702, AVI 4065, BMS-650032, BMS-791325, Bavituximab, MDX-1 106 (ONO 30 4538), Oglufanide, FK-788, and VX-497 (merimepodib) 14) mevalonate decarboxylase antagonists, e.g., statins, HMGCoA synthase inhibitors (e.g., hymeglusin), squalene synthesis inhibitors (e.g., zaragozic acid); 15) angiotensin It receptor antagonists, e.g., losartan, irbesartan, olmesartan, candesartan, valsartan, telmisartan, eprosartan; 113 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 16) angiotensin-converting enzyme inhibitors, e.g., captopril, zofenopril, enalapril, ramipril, quinapril, perindopril, lisinopril, benazepril, fosinopril; 17) other anti-fibrotic agents, e.g., amiloride and 18) endothelin antagonists, e.g. bosentan and ambrisentan. In yet another embodiment, the present application discloses pharmaceutical 10 compositions comprising a compound of the present invention, or a pharmaceutically acceptable salt, solvate, and/or ester thereof, in combination with at least one additional therapeutic agent, and a pharmaceutically acceptable carrier or excipient. According to the present invention, the therapeutic agent used in combination with the compound or composition of the present invention can be any agent having a 15 therapeutic effect when used in combination with the compound of the present invention. For example, the therapeutic agent used in combination with the compound or composition of the present invention can be interferons, ribavirin or its analogs, HCV NS3 protease inhibitors, NS5a inhibitors, alpha-glucosidase I inhibitors, hepatoprotectants, mevalonate decarboxylase antagonists, antagonists of 20 the renin-angiotensin system, other anti-fibrotic agents, endothelin antagonists, nucleoside or nucleotide inhibitors of HCV NS5B polymerase, non-nucleoside inhibitors of HCV NS5B polymerase, HCV NS5A inhibitors, TLR-7 agonists, cyclophillin inhibitors, HCV IRES inhibitors, pharmacokinetic enhancers or other drugs for treating HCV; or mixtures thereof. 25 More specifically, compositions of one or more compounds of the present invention may be combined with one or more compounds selected from the group consisting of 1) interferons, e.g., pegylated rIFN-alpha 2b (PEG-Intron), pegylated rIFN alpha 2a (Pegasys), rIFN-alpha 2b (Intron A), rIFN-alpha 2a (Roferon-A), interferon 30 alpha (MOR-22, OPC-18, Alfaferone, Alfanative, Multiferon, subalin), interferon alfacon- 1 (Infergen), interferon alpha-n l (Wellferon), interferon alpha-n3 (Alferon), interferon-beta (Avonex, DL-8234), interferon-omega (omega DUROS, Biomed 510), albinterferon alpha-2b (Albuferon), IFN alpha XL, BLX-883 (Locteron), DA-3021, 114 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 glycosylated interferon alpha-2b (AVI-005), PEG-Infergen, PEGylated interferon lambda (PEGylated IL-29), and belerofon, 2) ribavirin and its analogs, e.g., ribavirin (Rebetol, Copegus), and taribavirin (Viramidine), 3) HCV NS3 protease inhibitors, e.g., boceprevir (SCH-503034, SCH.-7), 10 telaprevir (VX-950), VX-813, TMC-435 (TMC435350), ABT-450, BI-201335, BI 1230, MK-7009, SCH-900518, VBY-376, VX-500, GS-9256, GS-9451, BMS 790052, BMS-605339, PHX-1766, AS-101, YH-5258, YH5530, YH5531, and ITMN-191 (R-7227), 4) alpha-glucosidase I inhibitors, e.g., celgosivir (MX-3253), Miglitol, and 15 UT-231B, 5) bepatoprotectants, e.g., emericasan (IDN-6556), ME-3738, GS-9450 (LB 84451), silibilin, and MitoQ, 6) nucleoside or nucleotide inhibitors of HCV NS5B polymerase, e.g., R1626, R7128 (R4048), IDX184, IDX-102, PSI-7851, BCX-4678, valopicitabine (NM-283), 20 and MK-0608, 7) non-nucleoside inhibitors of HCV NS5B polymerase, e.g., filibuvir (PF 868554), ABT-333, ABT-072, BI-207127, VCH-759, VCH-916, JTK-652, MK-3281, VBY-708, VCH-222, A848837, ANA-598, GL60667, GL59728, A-63890, A-48773, A-48547, BC-2329, VCH-796 (nesbuvir), GSK625433, BILN-1941, XTL-2125, and 25 GS-9190, 8) HCV NS5A inhibitors, e.g., AZD-2836 (A-83 1), AZD-7295 (A-689), and BMS-790052, 9) TLR-7 agonists, e.g., imiquimod, 852A, GS-9524, ANA-773, ANA-975, AZD-8848 (DSP-3025), PF-04878691, and SM-360320, 30 10) cyclophillin inhibitors, e.g., DEBIO-025, SCY-635, and NIM811, 11) HCV IRES inhibitors, e.g., MCI-067, 12) pharmacokinctic enhancers, e.g., BAS-100, SPI-452, PF-4194477, TMC 41629, GS-9350, GS-9585, and roxythromycin, 115 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 13) other drugs for treating HCV, e.g., thymosin alpha 1 (Zadaxin), nitazoxanide (Alinea, NTZ), BIVN-401 (virostat), PYN-17 (altirex), KPE02003002, actilon (CPG-10101), GS-9525, KRN-7000, civacir, GI-5005, XTL-6865, BIT225, PTX-1 11, ITX2865, TT-033i, ANA 971, NOV-205, tarvacin, EHC-18, VGX-410C, EMZ-702, AVI 4065, BMS-650032, BMS-791325, Bavituximab, MDX-1 106 (ONO 10 4538), Oglufanide, FK-788, and VX-497 (merimepodib) 14) mevalonate decarboxylase antagonists, e.g., statins, HMGCoA synthase inhibitors (e.g., hymeglusin), squalene synthesis inhibitors (e.g., zaragozic acid); 15) angiotensin II receptor antagonists, e.g., losartan, irbesartan, olmesartan, candesartan, valsartan, telmisartan, eprosartan; 15 16) angiotensin-converting enzyme inhibitors, e.g., captopril, zofenopril, enalapril, ramipril, quinapril, perindopril, lisinopril, benazepril, fosinopril; 17) other anti-fibrotic agents, e.g., amiloride and 18) endothelin antagonists, e.g. bosentan and ambrisentan. In yet another embodiment, the present application provides a combination 20 pharmaceutical agent comprising: a) a first pharmaceutical composition comprising a compound of the present invention, or a pharmaceutically acceptable salt, solvate, or ester thereof; and b) a second pharmaceutical composition comprising at least one additional therapeutic agent selected from the group consisting of HIV protease 25 inhibiting compounds, HIV non-nucleoside inhibitors of reverse transcriptase, HIV nucleoside inhibitors of reverse transcriptase, HIV nucleotide inhibitors of reverse transcriptase, HIV integrase inhibitors, gp4l inhibitors, CXCR4 inhibitors, gp120 inhibitors, CCR5 inhibitors, interferons, ribavirin analogs, NS3 protease inhibitors, NS5a inhibitors, alpha-glucosidase I inhibitors, cyclophilin inhibitors, 30 hepatoprotectants, non-nucleoside inhibitors of HCV, and other drugs for treating HCV, and combinations thereof. Combinations of the compounds of Formula 1-111 and Formula IV-VI and additional active therapeutic agents may be selected to treat patients infected with HCV and other conditions such as HIV infections. Accordingly, the compounds of 116 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 Formula I-III and Formula IV-VI may be combined with one or more compounds useful in treating HIV, for example HIV protease inhibiting compounds, HIV non nucleoside inhibitors of reverse transcriptase, HIV nucleoside inhibitors of reverse transcriptase, HIV nucleotide inhibitors of reverse transcriptase, HIV integrase inhibitors, gp4l inhibitors, CXCR4 inhibitors, gp120 inhibitors, CCR5 inhibitors, 10 interferons, ribavirin analogs, NS3 protease inhibitors, NS5a inhibitors, alpha glucosidase 1 inhibitors, cyclophilin inhibitors, hepatoprotectants, non-nucleoside inhibitors of HCV, and other drugs for treating HCV. More specifically, one or more compounds of the present invention may be combined with one or more compounds selected from the group consisting of 1) HIV 15 protease inhibitors, e.g., amprenavir, atazanavir, fosamprenavir, indinavir, lopinavir, ritonavir, lopinavir + ritonavir, nelfinavir, saquinavir, tipranavir, brecanavir, darunavir, TMC-126, TMC- 114, mozenavir (DMP-450), JE-2147 (AGI 776), AG1859, DG35, L-756423, R00334649, KNI-272, DPC-681, DPC-684, and GW640385X, DG17, PPL-100, 2) a HIV non-nucleoside inhibitor of reverse 20 transcriptase, e.g., capravirine, emivirine, delaviridine, efavirenz, nevirapine, (+) calanolide A, etravirine, GW5634, DPC-083, DPC-961, DPC-963, MIV-150, and TMC-120, TMC-278 (rilpivirine), efavirenz, BILR 355 BS, VRX 840773, UK 453,061, RDEA806, 3) a HIV nucleoside inhibitor of reverse transcriptase, e.g., zidovudine, emtricitabine, didanosine, stavudine, zalcitabine, lamivudine, abacavir, 25 amdoxovir, elvucitabine, alovudine, MIV-210, racivir (±-FTC), D-d4FC, emtricitabine, phosphazide, fozivudine tidoxil, fosalvudine tidoxil, apricitibine (AVX754), amdoxovir, KP-1461, abacavir + lamivudine, abacavir + lamivudine + zidovudine, zidovudine + lamivudine, 4) a HIV nucleotide inhibitor of reverse transcriptase, e.g., tenofovir, tenofovir disoproxil fumarate + emtricitabine, tenofovir 30 disoproxil fumarate + emtricitabine + efavirenz, and adefovir, 5) a HIV integrase inhibitor, e.g., curcumin, derivatives of curcumin, chicoric acid, derivatives of chicoric acid, 3,5-dicaffeoylquinic acid, derivatives of 3,5-dicaffeoylquinic acid, aurintricarboxylic acid, derivatives of aurintricarboxylic acid, caffeic acid phenethyl ester, derivatives of caffeic acid phenethyl ester, tyrphostin, derivatives of tyrphostin, 117 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 quercetin, derivatives of quercetin, S-1360, zintevir (AR-177), L-870812, and L 870810, MK-0518 (raltegravir), BMS-707035, MK-2048, BA-011, BMS-538158, GSK364735C, 6) a gp4l inhibitor, e.g., enfuvirtide, sifuvirtide, FBO06M, TRI-1 144, SPC3, DES6, Locus gp4l, CovX, and REP 9, 7) a CXCR4 inhibitor, e.g., AMD-070, 8) an entry inhibitor, e.g., SPO1A, TNX-355, 9) a gp120 inhibitor, e.g., BMS-488043 10 and BlockAide/CR, 10) a G6PD and NADH-oxidase inhibitor, e.g., immunitin, 10) a CCR5 inhibitor, e.g., aplaviroc, vicriviroc, INCB9471, PRO-140, INCB15050, PF 232798, CCR5mAbOO4, and maraviroc, 11) an interferon, e.g., pegylated rIFN-alpha 2b, pegylated rIFN-alpha 2a, rIFN-alpha 2b, IFN alpha-2b XL, rIFN-alpha 2a, consensus IFN alpha, infergen, rebif, locteron, AVI-005, PEG-infergen, pegylated 15 IFN-beta, oral interferon alpha, feron, reaferon, intermax alpha, r-IFN -beta, infergen + actimmune, IFN-omega with DUROS, and albuferon, 12) ribavirin analogs, e.g., rebetol, copegus, VX-497, and viranidine (taribavirin) 13) NS5a inhibitors, e.g., A 831, A-689 and BMS-790052, 14) NS5b polymerase inhibitors, e.g., NM-283, valopicitabine, R1626, PSI-6130 (R1656), IDX184, PSI-7851, HCV-796, BILB 1941, 20 MK-0608, NM-107, R7128, VCH-759, PF-868554, GSK625433, and XTL-2125, 15) NS3 protease inhibitors, e.g., SCH-503034 (SCH-7), VX-950 (Telaprevir), ITMN 191, and BILN-2065, 16) alpha-glucosidase 1 inhibitors, e.g., MX-3253 (celgosivir) and UT-231B, 17) hepatoprotectants, e.g., IDN-6556, ME 3738, MitoQ, and LB 84451, 18) non-nucleoside inhibitors of HCV, e.g., benzimidazole derivatives, benzo 25 1,2,4-thiadiazine derivatives, and phenylalanine derivatives, 19) other drugs for treating HCV, e.g., zadaxin, nitazoxanide (alinea), BIVN-401 (virostat), DEBIO-025, VGX-410C, EMZ-702, AVI 4065, bavituximab, oglufanide, PYN-17, KPE02003002, actilon (CPG-10101), KRN-7000, civacir, GI-5005, ANA-975, XTL-6865, ANA 971, NOV-205, tarvacin, EHC- 18, and NIM811, 19) pharnacokinetic enhancers, e.g., 30 BAS-100 and SP1452, 20)RNAse H inhibitors, e.g., ODN-93 and ODN- 112, 21) other anti-HIV agents, e.g., VGV-1, PA-457 (bevirimat), ampligen, HRG214, cytolin, polymun, VGX-410, KD247, AMZ 0026, CYT 99007, A-221 HIV, BAY 50-4798, MDX010 (iplimumab), PBS1 19, ALG889, and PA-1050040. 118 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 It is also possible to combine any compound of the invention with one or more other active therapeutic agents in a unitary dosage form for simultaneous or sequential administration to a patient. The combination therapy may be administered as a simultaneous or sequential regimen. When administered sequentially, the combination may be administered in two or more administrations. 10 Co-administration of a compound of the invention with one or more other active therapeutic agents generally refers to simultaneous or sequential administration of a compound of the invention and one or more other active therapeutic agents, such that therapeutically effective amounts of the compound of the invention and one or more other active therapeutic agents are both present in the body of the patient. 15 Co-administration includes administration of unit dosages of the compounds of the invention before or after administration of unit dosages of one or more other active therapeutic agents, for example, administration of the compounds of the invention within seconds, minutes, or hours of the administration of one or more other active therapeutic agents. For example, a unit dose of a compound of the invention 20 can be administered first, followed within seconds or minutes by administration of a unit dose of one or more other active therapeutic agents. Alternatively, a unit dose of one or more other therapeutic agents can be administered first, followed by administration of a unit dose of a compound of the invention within seconds or minutes. In some cases, it may be desirable to administer a unit dose of a compound 25 of the invention first, followed, after a period of hours (e.g., 1-12 hours), by administration of a unit dose of one or more other active therapeutic agents. In other cases, it may be desirable to administer a unit dose of one or more other active therapeutic agents first, followed, after a period of hours (e.g., 1-12 hours), by administration of a unit dose of a compound of the invention. 30 The combination therapy may provide "synergy" and "synergistic", i.e. the effect achieved when the active ingredients used together is greater than the sum of the effects that results from using the compounds separately. A synergistic effect may be attained when the active ingredients are: (1) co-formulated and administered or delivered simultaneously in a combined formulation; (2) delivered by alternation or in 119 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 parallel as separate formulations; or (3) by some other regimen. When delivered in alternation therapy, a synergistic effect may be attained when the compounds are administered or delivered sequentially, e.g. in separate tablets, pills or capsules, or by different injections in separate syringes. In general, during alternation therapy, an effective dosage of each active ingredient is administered sequentially, i.e. serially, 10 whereas in combination therapy, effective dosages of two or more active ingredients are administered together. A synergistic anti-viral effect denotes an antiviral effect which is greater than the predicted purely additive effects of the individual compounds of the combination. In still yet another embodiment, the present application provides for methods 15 of inhibiting HCV polymerase in a cell, comprising: contacting a cell infected with HCV with an effective amount of a compound of Formula I-III and Formula IV-VI, or a pharmaceutically acceptable salt, solvate, and/or ester thereof, whereby HCV polymerase is inhibited. In still yet another embodiment, the present application provides for methods 20 of inhibiting HCV polymerase in a cell, comprising: contacting a cell infected with HCV with an effective amount of a compound of Formula 1-111 and Fornula IV-VI, or a pharmaceutically acceptable salt, solvate, and/or ester thereof, and at least one additional active therapeutic agent, whereby HCV polymerase is inhibited. In still yet another embodiment, the present application provides for methods 25 of inhibiting HCV polymerase in a cell, comprising: contacting a cell infected with HCV with an effective amount of a compound of Formula I-III and Formula IV-VI, or a pharmaceutically acceptable salt, solvate, and/or ester thereof, and at least one additional active therapeutic agent selected from the group consisting of one or more interferons, ribavirin or its analogs, HCV NS3 protease inhibitors, NS5a inhibitors, 30 alpha- g] u cosidase I inhibitors, hepatoprotectants, mevalonate decarboxylase antagonists, antagonists of the renin-angiotensin system, other anti-fibrotic agents, endothelin antagonists, nucleoside or nucleotide inhibitors of HCV NS5B polymerase, non-nucleoside inhibitors of HCV NS5B polymerase, HCV NS5A inhibitors, TLR-7 120 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 agonists, cyclophillin inhibitors, HCV IRES inhibitors, pharmacokinetic enhancers and other drugs for treating HCV; or mixtures thereof. In still yet another embodiment, the present application provides for methods of treating HCV in a patient, comprising: administering to the patient a therapeutically effective amount of a compound of Formula 1-IlI and Formula IV-VI, or a 10 pharmaceutically acceptable salt, solvate, and/or ester thereof. In still yet another embodiment, the present application provides for methods of treating HCV in a patient, comprising: administering to the patient a therapeutically effective amount of a compound of Formula I-III and Fonnula IV-VI, or a pharmaceutically acceptable salt, solvate, and/or ester thereof, and at least one 15 additional active therapeutic agent, whereby HCV polymerase is inhibited. In still yet another embodiment, the present application provides for methods of treating HCV in a patient, comprising: administering to the patient a therapeutically effective amount of a compound of Formula I-III and Formula IV-VI, or a pharmaceutically acceptable salt, solvate, and/or ester thereof, and at least one 20 additional active therapeutic agent selected from the group consisting of one or more interferons, ribavirin or its analogs, HCV NS3 protease inhibitors, NS5a inhibitors, alpha-glucosidase I inhibitors, hepatoprotectants, mevalonate decarboxylase antagonists, antagonists of the renin-angiotensin system, other anti-fibrotic agents, endothelin antagonists, nucleoside or nucleotide inhibitors of HCV NS5B polymerase, 25 non-nucleoside inhibitors of HCV NS5B polymerase, HCV NS5A inhibitors, TLR-7 agonists, cyclophillin inhibitors., HCV IRES inhibitors, pharmacokinetic enhancers and other drugs for treating HCV; or mixtures thereof. In still yet another embodiment, the present application provides for the use of a compound of the present invention, or a pharmaceutically acceptable salt, solvate, 30 and/or ester thereof, for the preparation of a medicament for treating an HCV infection in a patient. Metabolites of the Compounds of the Invention Also falling within the scope of this invention are the in vivo metabolic products of the compounds described herein, to the extent such products arc novel and 121 unobvious over the prior art. Such products may result for example from the oxidation, reduction, hydrolysis, amidation, esterification and the like of the administered compound, primarily due to enzymatic processes. Accordingly, the invention includes novel and unobvious compounds produced by a process comprising contacting a compound of this 5 invention with a mammal for a period of time sufficient to yield a metabolic product thereof. Such products typically are identified by preparing a radiolabelled (e.g. 14 C or 3 H) compound of the invention, administering it parenterally in a detectable dose (e.g. greater than about 0.5 mg/kg) to an animal such as rat, mouse, guinea pig, monkey, or to man, allowing sufficient time for metabolism to occur (typically about 30 seconds to 30 hours) and isolating its 10 conversion products from the urine, blood or other biological samples. These products are easily isolated since they are labeled (others are isolated by the use of antibodies capable of binding epitopes surviving in the metabolite). The metabolite structures are determined in conventional fashion, e.g. by MS or NMR analysis. In general, analysis of metabolites is done in the same way as conventional drug metabolism studies well-known to those skilled in the 15 art. The conversion products, so long as they are not otherwise found in vivo, are useful in diagnostic assays for therapeutic dosing of the compounds of the invention even if they possess no HCV polymerase inhibitory activity of their own. Recipes and methods for determining stability of compounds in surrogate gastrointestinal secretions have been previously described. Compounds are defined herein as 20 stable in the gastrointestinal tract where less than about 50 mole percent of the protected groups are deprotected in surrogate intestinal or gastric juice upon incubation for 1 hour at 37'C. Simply because the compounds are stable to the gastrointestinal tract does not mean that they cannot be hydrolyzed in vivo. The prodrugs of the invention typically will be stable in the digestive system but may be substantially hydrolyzed to the parental drug in the 25 digestive lumen, liver or other metabolic organ, or within cells in general. Examples 122 27526181 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 Certain abbreviations and acronyms are used in describing the experimental details. Although most of these would be understood by one skilled in the art, Table I contains a list of many of these abbreviations and acronyms. Table 1. List of abbreviations and acronyms. Abbreviation Meaning Ac 2 0 acetic anhydride AIBN 2,2'-azobis(2-methylpropionitrile) Bn benzyl BnBr benzylbromide BSA bis(trimethylsilyl)acetamide BzC1 benzoyl chloride CDI carbonyl diimidazole DABCO 1,4-diazabicyclo[2.2.2]octane DBN 1,5-diazabicyclo[4.3.0]non-5-ene DDQ 2,3-dichloro-5,6-dicyano-1,4-benzoquinone DBU 1,5-diazabicyclo[5.4.0]undec-5-ene DCA dichloroacetamide DCC dicyclohexylcarbodiimide DCM dichloromethane DMAP 4-dimethylaminopyridine DME 1,2-dimethoxyethane DMTCl dimethoxytrityl chloride DMSO dimethylsulfoxide DMTr 4, 4'-dimethoxytrityl DMF dimethylformamide EtOAc ethyl acetate ESI electrospray ionization HMDS hexamethyldisilazane 123 WO 2012/039791 PCT/US2011/029441 802.CIPF2 HPLC High pressure liquid chromatography LDA lithium diisopropylamide LRMS low resolution mass spectrum MCPBA meta-chloroperbenzoic acid MeCN acetonitrile MeOH methanol MMTC mono methoxytrityl chloride m/z or m/e mass to charge ratio MH+ mass plus 1 MH- mass minus 1 MsOH methanesulfonic acid MS or ms mass spectrum NBS N-bromosuccinimide Ph phenyl rt or r.t. room temperature TBAF tetrabutylammonium fluoride TMSCl chlorotrimethylsilane TMSBr bromotrimethylsilane TMSI iodotrimethylsilane TMSOTf (trimethylsilyl)trifluoromethylsulfonate TEA triethylamine TBA tributylamine TBAP tributylammonium pyrophosphate TBSCl t-butyldimethylsilyl chloride TEAB triethylammonium bicarbonate TFA trifluoroacetic acid TLC or tlc thin layer chromatography Tr triphenylmethyl Tol 4-methylbenzoyl 124 WO 2012/039791 PCT/US2011/029441 802.CIPF2 Turbo Grignard 1:1 mixture of isopropylmagnesium chloride and lithium chloride 6 parts per million down field from tetramethylsilane 5 Preparation of Compounds Compound 1 S NN N NN N BzOO O Br N S- B0 O N 0H BuLi, BF3-Et 2 0 6 -F Bz/ THF Bz/ 1a lb 10 To a suspension of 7-bromo-2,4-bis-methylsulfanyl-imidazo[2,1 f][1,2,4]triazine (prepared according to W02008116064, 500 mg, 1.72 mmol) in anhydrous THF (5 mL) was dropwise added BuLi (1.6 M in hexanes, 1.61 mL, 2.41 mmol) at -78C. The suspension became red brown solution after 5 min, and then a mixture of I a (prepared according to WO 200631725, 675 mg, 1.81 mmol) and boron 15 trifluoride etherate (2.40 mL, 1.89 mmol) in THF (5 mL) was added dropwise to the mixture. After stirring for 2 h at -78 0 C, saturated NH 4 Cl was added to quench the reaction. The mixture was diluted with ethyl acetate; the organic layer was washed with brine and concentrated in vacuo. The residue was purified by silica gel column chromatography (EtOAc / hexanes), affording lb as a rich yellow foam (650 mg, 20 67%). 'H NMR (400 MHz, CDCl 3 ): 6 8.13 (d, 2H), 8.03 (d, 2H), 7.81 (d, 1H), 7.59 (t, I H), 7.45 (in, 3H), 7.36 (t, 2H), 6.40 (brs, 1H), 6.01 (dd, 1H), 4.78 (m, 2H), 4.60 (dd, 1H), 2.68 (s, 3H), 2.45 (s, 3H), 1.62 (d, 3H). '9F NMR (376 MHz, CDCl 3 ): 6 167.5. MS = 585.1 (M + H'). 125 WO 2012/039791 PCT/US2011/029441 802.CIPF2 S S' N N N Bz 0 NN Bz 0 O , N OH 8-' Et 3 SiH S Bz O F BF 3 -Et 2 O Bz O F

CH

2 Cl 2 5 1b 1C To a solution of lb (820 mg, 1.40 mmol) in dichloromethane (20 mL) were added boron trifluoride etherate (2 mL) and triethylsilane (2 mL), and stirred at room temperature for 16 h. Additional boron trifluoride etherate (1 mL) and triethylsilane (1 mL) were added, and stirred for 7 d. The mixture was diluted with 10 dichloromethane and saturated sodium bicarbonate. The organic layer was washed sequentially with water, saturated ammonium chloride and brine, dried over magnesium sulfate, and concentrated. The residue was purified by silica gel column chromatography (EtOAc / hexanes), affording Ic (605 mg, 76%). 'H NMR (400 MHz, CDCl 3 ): S 8.10 (d, J= 7.2Hz, 2H), 8.00 (d. J= 7.2 Hz, 2H), 7.66 (s, 1H), 7.61 15 (t, J= 7.2 Hz, 1H), 7.53 (t, J= 7.2 Hz, 1 H), 7.46 (t, J= 7.2 Hz, 2H), 7.38 (t, J= 7.2 Hz, 2H), 5.78 (in, 2H), 4.80 (dd, IH), 4.68 (in, 1H), 4.60 (dd, IH), 2.68 (s, 3H), 2.65 (s, 3H), 1.32 (d, 3H). "IF NMR (376 MHz, CDCl 3 ): 5 -149.9. MS = 569.1 (M + He). S'''

NH

2 N N HO N N Bz 0 N 9. 1)NH 3 HNN Bz' F 2) NaOEt /THF HO F 1c Id 20 Compound Ic (635 mg, 1.12 mmol) was placed in a steel bomb reactor. Liquid ammonia (-30 mL) was charged and the bomb reactor was tightly sealed. The mixture was stirred at 50'C for 16 h. After cooling to room temperature, ammonia was evaporated and the solid residue was dissolved in THF (10 mL) and McOH (10 mL). Sodium ethoxide (25% wt. 0.63 mL) was added and stirred at 60'C for 40 min. 126 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 The mixture was neutralized with AcOH and concentrated. The residue was purified by RP HPLC, affording the product Id (175 mg, 48%). 'H NMR (400 MHz, DMSO d6): 6 8.21 (brs, 2H), 7.60 (s, IH), 5.45 (brs, iH), 5.43 (d, 1H), 4.91 (t, 1H), 3.92 (m, 1H), 3.76 (in, 2H), 3.57 (in, IH), 2.44 (s, 3H), 1.09 (d, 3H). "F NMR (376 MHz, DMSO-d 6 ): a -153.5. MS = 330.1 (M + H). 10

NH

2

NH

2 N N N HO 0 N, HO O N, N -MCPBA N HO F CH 2 Cl 2 HO F Id le To a solution of Id (175 mg, 0.53 mmol) in dichloromethane (11 mL) was added MCPBA (370 mg, ~ 1.5 mmol) and stirred at room temperature for 16 h. The mixture was concentrated, affording crude I e which was used for the next reaction 15 without purification. MS = 362.0 (M + H*).

NH

2

NH

2 \ N N N HO 0 ,HO ~N N

NH

3 HN NH2 HO F HO F le 1 Compound le (obtained from the previous reaction) was placed in a steel bomb reactor. Liquid ammonia (~-30 mL) was charged, and the bomb reactor was 20 tightly sealed. The mixture was stirred at 115 oC for 3 d. After cooling to room temperature, ammonia was evaporated. The solid residue was purified by RP IIPLC, affording compound 1 (105 mg, 66% in two steps). 1H NMR (400 MHz, D 2 0): 6 7.31 (s, IH), 5.43 (d, J= 25.2 Hz, 1 H), 4.07 (dd, J= 9.6, 23.2, 1H), 3.89 (in, IH), 3.83 (dd, 127 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 J= 2.4, 12.8 Hz, IH), 3.67 (dd, J= 4.8, 12.8 Hz, 111), 1.05 (d, J= 22.8 Hz, 3H). "F NMR (376 MHz, D 2 0): 8 -153.5. MS = 299.2 (M + H+). Compound 2

NH

2 0 N N N N N 'rN H HO o N HO NH H 0 0 N , NH2 adenosine deaminase N NH2 HO F water HO F 10 1 2 To a solution of compound 1 (82 mg, 0.28 mmol) in water (340 mL) was added adenosine deaminase (A5168 bovine spleen type IX from Sigma-Aldrich, 0.125 Unit per mL of water) and stirred at 37C for 4 h. The mixture was concentrated and purified by RP HPLC, affording compound 2 (56 mg, 68%). 'H NMR (400 MHz, 15 D 2 0): 5 7.35 (s, I H), 5.46 (d, J = 25.2 Hz, 1H), 4.08 (dd, J = 9.6, 22.6, 1H), 3.93 (m, 1H), 3.87 (dd, J= 2.4, 12.8 Hz, 1H), 3.71 (dd, J= 4.8, 12.8 Hz, 1H), 1.12 (d, J= 23.2 Hz, 3H). ' 9 F NMR (376 MHz, D 2 0): 5 -153.4. MS = 300.2 (M + He). Compound 3

NH

2 NH 2 N NH 0B O0 0 B r N j B z '' N Bz' Bz'N OH /0 F BuLi, TMSCI Bz i Bz THF Bz 20 1a 3b To a suspension of 7-bromo-pyrrolo[2,1-fj[1,2,4]triazin-4-ylamine (prepared according to W02007056170, 2.13 g, 10 mmol) in THF (20 mL) was added TMSC (2.66 mL, 21 mmol) and stirred at room temperature for 16 h under argon. After cooling to -78C, a solution of BuLi (1.6 M. 21 mL, 33 mmol) in hexanes was added 128 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 dropwise. The mixture was stirred for 1 h at the same temperature. A solution of la (prepared according to WO 200631725, 4.46 g, 12 mmol) in THF (10 mL) was then added. After stirring for 2 h at -78C, saturated ammonium chloride was added to quench the reaction. The mixture was extracted with ethyl acetate. The organic extract was concentrated in vacuo. The residue was purified by silica gel 10 chromatography (ethyl acetate / hexanes), affording 3b as a yellow solid (1.6 g, 32%). MS = 507.1 (M + -l). Alternative procedure for Compound 3b using 1,2-bis I (chlorodimethyl)silanyll ethane instead of chlorotrim ethylsilane 15 To a suspension of 7-bromo-pyrrolo[2,1-fj[1,2,4]triazin-4-ylamine (500 mg, 2.35 mmol) in THF (6.5 mL) was added BuLi (1.6 M in hexanes, 1.6 mL) at -78C. After 30 min., a solution of 1,2-bis-[(chlorodimethyl)silanyl]ethane (538 mg, 2.4 mmol) in THF (1.2 mL) was added. After 45 min., BuLi (1.6 mL) was added. After 20 an additional 30 min., BuLi (1.5 mL) was added. After 30 min., a solution of la (610 mg, 1.64 mmol) in THF (2 mL) was then added dropwise. The resulting mixture was stirred at -78C for 2 h under argon. Acetic acid (0.7 mL) was added dropwise to quench the reaction, followed by addition of saturated ammonium chloride. The mixture was extracted with ethyl acetate. The organic extract was concentrated in 25 vacuo. The residue was purified by silica gel chromatography (ethyl acetate / hexanes), affording 3b (320 mg, 40%). The starting la was also recovered (350 mg) from the chromatography.

NH

2 NH 2 N N Bz00 N N TMSCN, Bz' 0 N OH TMSOTf CN Bz' F AcCN Bz 0 F 3b 3c 129 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 To a solution of compound 3b (50 mg, 0.1 mmol) and TMSCN (67 uL, 0.5 mmol) in acetonitrile (2.0 mL) at 0C was added TMSOTf (91 uL, 0.5 mmol). The reaction mixture was stirred at room temperature for I h, then at 65C for 3 d. The reaction was quenched with saturated NaHCO 3 at room temperature, and diluted with

CH

3

CO

2 Et. The organic phase was separated, washed with brine, dried over Na 2

SO

4 , 10 filtered and concentrated. The residue was purified by RP-HPLC (acetonitrile / water), to give the desired compound 3c (28 mg, 54%). MS = 516.1 (M + He).

NH

2 NH 2 N B0 - 28% NH 3 in water HO o N N CN ,, N CN d ' MeOH Bz' HO F 3c 3 To a solution of 3c (56 mg, 0.11 mmol) in methanol (1.2 mL) was added 15 ammonium hydroxide (28% in water, 0.8 mL) and stirred at room temperature for 16 h. The mixture was concentrated and the residue was purified by RP HPLC (water / acetonitrile), affording compound 3 (20 mg, 60%). 1H NMR (500 MHz, D 2 0): 5 7.88 (s, IH), 7.07 (d, 1H), 6.92 (d, 1H), 4.17 (in, 2H), 4.04 (dd, 1H), 3.87 (dd, 1H), 1.15 (d, 3H). MS = 308.1 (M + He). 20 Compound 4

NH

2 NH 2 N N Bz'O 0 NN HO o NN OH 28% NH 3 in water OH Bz O F

CH

3 0H HO F 3b 4 130 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 To a solution of compound 3b (60 mg, 0.12 mmol) in methanol (0.5 mL) was added ammonium hydroxide (28% in water, 0.5 mL) and stirred at room temperature for 16 h. The mixture was concentrated and the residue was purified by RP HPLC (water / acetonitrile), affording compound 4 (25 mg, 70%). MS = 299.1 (M + H+). 10 Compound 5

NH

2

NH

2 /0 N N Et 3 SiH N Bz N BF 3 -Et 2 O Bz0 0 N N OH

CH

2 Cl 2 z0 F Bz F 3b 5a 28% NH 3 in water

CH

3 0H

NH

2 "N HO N N o N HO F 5 Compound 3b was converted to compound 5a by a procedure similar to 15 conversion of lb to le. Compound 5a was then converted to compound 5 by a procedure similar to conversion of 3c to 3. 'H NMR (300 MHz, D 2 0): 5 7.68 (s, 1H), 6.75 (d, J= 4.5 Hz, 1H), 6.65 (d, J= 4.5 Hz, 1H), 5.65 (d, J= 25.2 Hz, 1H), 3.95 (in, 3H), 3.74 (dd, 1H), 0.98 (d, J= 22.8 Hz, 3H). "F NMR (282 MHz, D 2 0): 8 154.2. MS = 283.2 (M + H). 20 General procedure for preparation of a nucleoside triphosphate: 131 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 To a pear-shaped flask (5-15 mL) is charged with a nucleoside (~20 mg). Trimethyl phosphate (0.5-1.0 mL) is added. The solution is cooled with ice-water bath. POC1 3 (40-45 mg) is added and stirred at 0C until the reaction is complete (1 to 4 h; the reaction progress is monitored by ion-exchange HPLC; analytical samples are prepared by taking -3 VL of the reaction mixture and diluting it with 1.0 M 10 Et 3

NH

2

CO

3 (30-50 pL)). A solution of pyrophosphate-Bu 3 N (250 mg) and Bu 3 N (90 105 mg) in acetonitrile or DMF (1-1.5 mL) is then added. The mixture is stirred at 0C for 0.3 to 2.5 h, and then the reaction is quenched with 1.0 M Et 3

NH

2

CO

3 (-5 mL). The resulting mixture is stirred for additional 0.5-1 h while warming up to room temperature. The mixture is concentrated to dryness, re-dissolved in water (4 mL), 15 and purified by ion exchange HPLC. The fractions containing the desired product is concentrated to dryness, dissolved in water (-5 mL), concentrated to dryness, and again dissolved in water (-5 mL). NaHCO 3 (30-50 mg) is added and concentrated to dryness. The residue is dissolved in water and concentrated to dryness again. This process is repeated 2-5 times. The residue is then subjected to C-1 8 HPLC 20 purification, affording the desired product as a sodium or salt. Alternatively, the crude reaction mixture is subjected to C-18 HPLC first and then ion exchange HPLC purification to afford the desired product as a triethylammonium salt. Compound TP-1 0 O O O N HO-P-O-P-O-P-O O NH OH OH OH N NH 2 HO F 25 TP-1 Compound TP-1 was prepared by the general method using Compound 2 as starting material. 'H NMR (300 MHz, D 2 0): 67.44 (s, IH), 5.45 (d, J= 25.5 Hz, 1H), 4.0-4.4 (in, 4H), 3.05 (in, NCH 2

CH

3 ), 1.10 (in, NCH 2

CH

3 and 2'-C-CH 3 ). "P 132 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 NMR (121.4 MHz, D 2 0): a -9.5 (d, J = 22.1 Hz), -11.0 (d, J= 19.9 H z), -23.2 (t, J= 23.0 Hz). 9 F NMR (282 MHz, D 2 0): a -153.9. Compound TP-2

NH

2 O 0 0 HO-P -O-P --O-P N OH OH OH "CN N HO F TP-2 10 Compound TP-2 was prepared by the general method using Compound 3 as starting material. 'H NMR (300 MHz, D 2 0): a 7.82 (s, 1H), 7.03 (d, 1H), 6.90 (d, 1H), 4.1-4.4 (m, 4H), 3.05 (m, NCH 2

CH

3 ), 1.10 (m, NCH 2

CH

3 and 2'-C-CH 3 ). 31 P NMR (121.4 MHz, D 2 0): a -10.7 (d, J= 19.5 Hz), -11.3 (d, J= 19.8 Hz), -23.1 (t, J= 15 19.8 Hz). Compound TP-3

NH

2 O 0 0 HO- -O- -O- -O-- N, OH OH OHO N HO l TP-3 20 Compound TP-3 was prepared by the general method using Compound 5 as starting material. 'H NMR (300 MHz, D 2 0): a 7.73 (s, 1 H), 6.87 (d, 1H), 6.82 (d, 1H), 5.71 (d, J= 24.6 Hz, 1H), 4.0-4.4 (m, 4H), 3.05 (m, NCH 2

CH

3 ), 1.14 (m,

NCH

2

CH

3 ), 1.00 (d, J= 22.8 Hz, 3H, 2'-C-CH1 3 ). "P NMR (121.4 MHz, D 2 0): a -8.1 (d, J= 22.1 Hz), -11.1 (d, J= 19.9 Hz), -22.7 (t, J= 23.0 Hz). '9F NMR (282 MHz, 25 D 2 0): 6 -155.6. MS = 520.9 (M - H+). 133 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 Compound TP-8a

NH

2 N N HO-P--O-P-O-P -O-Vo -N, OH OH OH N HO F TP-8a Compound TP-8a was prepared by the general method using Compound 8 as starting material. 'H NMR (300 MHz, D 2 0): 6 7.95 (s, 1H)., 7.68 (s, IH), 5.63 (d, J = 25.5 Hz, 1H), 4.0-4.4 (m, 4H), 3.05 (m, NCH 2

CH

3 ), 1.10 (m, NCH2CH 3 and 2'-C 10 CH 3 ). 3 'P NMR (121.4 MHz, D 2 0): 6 -9.20 (d, J= 22.1 Hz), -11.07 (d, J= 19.9 Hz), 23.82 (t, J= 23.0 Hz). ' 9 F NMR (282 MHz, D 2 0): 8 -155.9. MS = 521.6 (M - H*). General procedure for preparation of a nucleoside prodrug (Method A): 15

R

8 N HO 0 N R 9

R

4 F O 0P-N 1H-tetrazole SO 2. 30% H 2 0 2 R8 0 X2x 01 -V R N N S O 6 N R 9 0 R'

R

4 F A To a solution of a nucleoside (0.1 mmol) in trimethylphosphite (1.0 mL) are added 1H-tetrazole (42 mg, 0.6 mmol) followed by addition of 2,2-dimethyl thiopropionic acid S-(2-{ diisopropylanino- [2-(2,2-dim ethyl-propionylsulfanyl) 134 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 ethoxy]-phosphanyloxy) -ethyl) ester (prepared according to J. Med. Chem., 1985, 38, 3941, 90 mg, 0.2 mmol) at 0C. After stirring for 2 h, 30% hydrogen peroxide in H 2 0 (140 [tL) was added to the mixture. The mixture was then allowed to warm up to room temperature. After 30 min stirring, I M Na 2

S

2

O

3 in H 2 0 (5 mL) was added to quench the reaction. The organic layer was washed with saturated aqueous Na 2

CO

3 10 (10 mL x 2), brine, concentrated in vacuo. The residue was purified by RP-HPLC (MeCN-H 2 0 gradient) to afford a prodrug A. Compound A-1

SNH

2 S-----,. 0\N N 0 P- 0 N N \ N~ NH 2 HO F 15 A-I Compound A-I was prepared by Method A using compound I as starting material. H NMR (400 MHz, CDCl 3 ): 5 7.42 (s, 1H), 5.47 (d, J= 26.4 Hz, 1H), 4.95 (brs, 2H), 4.59 (m, 2H), 4.35 (m, 1H, 4'-H), 4.18 (m, 2H, 5'-H), 4.10 (m, 4H), 3.13 (m, 4H), 1.24 (d, 3H), 1.22 (s, 9H), 1.19 (d, 9H). 3P NMR (161.9 MHz, CDC1 3 ): 6 20 1.26. MS = 667.1 (M + H+). General procedure for preparation of a nucleoside prodrug (Method B): Non-limiting examples of mono-phosphoramidate prodrugs comprising the 25 instant invention may be prepared according to general Scheme 1. Scheme 1 135 WO 2012/039791 PCT/US2011/029441 802.CIPF2 0 11 O R 0 ArO-P-CI ArO--CI + H 2 N NH cI HCI x O'R R ' OR R O 0 19a 19b 19c

R

8

R

8 xl0 x

X

2 N \N ArO, // N HO o N\N 19C N O N N IRR R N R 9 r R R6 R9 RR RX OR3

R

4 iR2 O R R4 R2 5 19d B The general procedure comprises the reaction of an amino acid ester salt 19b, e.g., HCl salt, with an aryl dichlorophosphate 19a in the presence of about two to ten equivalents of a suitable base to give the phosphoramidate 19c. Suitable bases include, but are not limited to, imidazoles, pyridines such as lutidine and DMAP, 10 tertiary amines such as triethylamine and DABCO, and substituted amidines such as DBN and DBU. Tertiary amines are particularly preferred. Preferably, the product of each step is used directly in the subsequent steps without recrystallization or chromatography. Specific, but non-limiting, examples of 19a, 19b, and 19c can be found in WO 2006/121820 that is hereby incorporated by reference in its entirety. A 15 nucleoside base 19d reacts with the phosphoramidate 19c in the presence of a suitable base. Suitable bases include, but are not limited to, imidazoles. pyridines such as lutidine and DMAP, tertiary amines such as triethylamine and DABCO, and substituted amidines such as DBN and DBU. The product B may be isolated by recrystallization and/or chromatography. 20 Compound B-i 136 WO 2012/039791 PCT/US2011/029441 802.CIPF2

NH

2 '0 0 ' \ 11 N o HN-P-O 0 N'C N 5 H F B-I Phenyl ethoxyalaninyl phosphorochloridate (124 mg, 0.42 mmol; prepared according to McGuigan et al, J. Med. Chem. 1993, 36, 1048-1052) was added to a 10 mixture of Compound 3 (20 mg, 0.065 mmol) and N-methylimidazole (42 gL, 0.52 mmol) in anhydrous trimethyl phosphate (0.8 mL). The reaction mixture is stirred for 3 h at room temperature, and then methanol was added to quench the reaction. The methanol solvent is removed under reduced pressure. The residue was purified by reverse-phase HPLC and then by silica gel column chromatography (100% ethyl 15 acetate), affording compound B-1 (10 mg, 27%). 3 P NMR (121.4 MHz, CDCl 3 ): 6 3.42, 3.77. MS = 563.0 (M + H) 561.0 (M - H+). Compound B-2 O 0 N, , / 0 1 0/ 0 N ' N Hd F 20 CI B-2 About 3.1 mmol of 4-chlorophenyl 2-propyloxyalaninyl phosphorochloridate (prepared according to McGuigan et al, J. Med. Chem. 1993, 36, 1048-1052) is added to a mixture of about 0.5 mmol of Compound 3 and about 3.8 mmol of N 25 methylimidazole in about 3 mL anhydrous trimethyl phosphate. The reaction mixture is stirred for about one hour to 24 hours at room temperature and methanol is added to 137 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 quench the reaction. The methanol solvent is removed under reduced pressure. The residue is purified by reverse-phase HPLC to give compound B-2. Compound B-3

NH

2 O -N OY HN-P-O N., 0 .,CNNW HO F 10 B-3 Compound B-3 was obtained by a similar procedure used for compound B-1. 3 1 P NMR (121.4 MHz, CDCl 3 ): 6 -3.50, 3.76. MS = 577.2 (M + H). 15 Compound B-4

NH

2 O O HN-P-O o N, 0 ''ICNN H F B-4 Compound B-4 was obtained by a similar procedure used for compound B-1. 20 31 P NMR (162 MHz, CD 3 0D): 5 2.2. MS = 633.4 (M + Hr). Compound B-5

NH

2 O -- 0 N 0 N o H d F HO F 138 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 B-5 Compound B-5 was obtained by a similar procedure used for compound B-1. 3 P NMR (162 MHz, CDC1 3 ): 8 4.15, 4.27. MS = 549.3 (M + H+). Compound B-6

NH

2 O 0 N A ' N_ o H ' . HO F 10 B-6 Compound B-6 was obtained by a similar procedure used for compound B-1. 31 P NMR (162 MHz, CDCl 3 ): 6 3.50, 4.07. MS = 613.1 (M + H+). 15 Compound B-7

NH

2 \O O N o 0N-' O O N' N o H N Hd F~ B-7 20 Compound B-7 was obtained by a similar procedure used for compound B-1, using compound 5 as parent nucleoside. "P NMR (162 MHz, CDCl 3 ): 6 3.37, 3.97. MS = 538.1 (M + H). Compound B-8 139 WO 2012/039791 PCT/US2011/029441 802.CIPF2

NH

2 \o 0 N o N N-PO' O NN 0 H HO F 5 B-8 Compound B-8 was obtained by a similar procedure used for compound B-1, using compound 5 as parent nucleoside. 3P NMR (162 MHz, CDCl 3 ): 6 3.69, 4.39. 10 MS = 588.1 (M + H'). 15 Alternative procedure for preparation of a nucleoside prodrug (Method C): O 7 0 N-P-O O

H

6 20 NO 2 C-la Into a flask containing ethyl L-valine hydrochloride (2.5 g, 13.8 mmoL, 1 equiv.) was added CH 2 Cl 2 (46 mL, 0.3 M) and phenyl dichlorophosphate (2.1 mL, 13.8 mmoL, I equiv.) before being cooled to -10 C. After 10 minutes, TEA (3.8 mL, 25 13.8 mmoL, 1 equiv) was added slowly to the reaction mixture over five minutes. The reaction was allowed to proceed for an hour before p-nitrophenol (1.9 g, 13.8 mmoL, 140 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 1 equiv.) was added to the reaction mixture followed by addition of more TEA (3.8 mL, 13.8 mmoL, 1 equiv.) over five minutes. The reaction was allowed to warm up and proceed for another two hours. The reaction was concentrated in vacuo and taken up in diethyl ether (200 mL). The insoluble salts were filtered off and the filtrate concentrated in vacuo. Flash column chromatography was carried out using 4/1 Hex / 10 EtOAc to furnish a clear oil as C-la. 'H NMR (400 MHz, CDC 3 ): d 8.21 (s, 2 H), 7.41 - 7.20 (in, 7 H), 4.22 -4.05 (in, 3 H), 2.46 (s, 2 H), 1.99 (dd, J= 23.0, 20.1 Hz, 2 H), 1.68 (s, 1 H), 1.20 -1.05 (in, 8 H). "P NMR (162 MHz, CDCI 3 ): d -2.79 (dd, J= 28.0, 4.2 Hz). LC MS m/z 422.99 [M + H]. 15 Compound C-1

NH

2 N gO N -

N

o H A HO F C-1 Into a flask containing compound 3 (70 mg, 0.23 mmoL, 1 equiv.) was added 20 THF (1 mL, 0.2 M) and NMP (1 mL, 0.2 M) before cooling to 0C. t-BuMgCI (560 pL, 2.5 equiv., I M THF) was added slowly and allowed to stir for 5 minutes before the above phenolate C-la (207 mg, 0.46 mmoL, 2 equiv. dissolved in 500 ptL of THF) was added. The reaction mixture was warmed to 50 0 C. The reaction was monitored by LCMS. Once the reaction was complete, the mixture was then concentrated in 25 vacuo, and the residue was purified by HPLC, affording Compound C-1. 1 H NMR (400 MHz, CDCl 3 ) d 7.87 (s, 1 H), 7.24 - 7.10 (in, 4 H), 7.03 (t, J= 7.2 Hz, 1H), 6.81 (d, J = 4.6 Hz, 1 H), 6.52 (d, J 4.7 Hz, I H), 5.61 (s, 2H), 4.46 (dd, J= 24.0, 11.4 Hz, 2 H), 4.33 - 4.14 (in, 2 H), 4.06 (dt, J= 7.2, 4.2 Hz, 2 H), 3.82 - 3.70 (in, 1 H), 3.63 (t, J = 10.6 Hz, 2 H), 1.98 (s, I H), 1.17 (dd. J= 14.8, 7.6 Hz, 3 H), 30 0.82 (dd, J= 22.8, 6.8 Hz, 6 H). 141 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 3P NMR (162 MHz, CDCl 3 ): d 5.11. 1 9 F NMR (376 MHz, CDCl 3 ): d -152.28. LC MS m/z 591.21 [M +H']. S o 7 0 N- P-O o H

NO

2 10 C-2a Compound C-2a was obtained in a procedure similar to that exemplified for Compound C-1a but using the methionine ester. H NMR (400 MHz, CDCl 3 ) d 8.19 (s, 2 H), 7.44 - 7.03 (m, 7 H), 4.11 (s, 2 H), 3.81 (d, J= 44.5 Hz, 1H), 2.04 (s, 3 H), 1.61 (s, 2 H), 1.21 (d, J= 6.1 Hz, 2 H), 1.01 - 0.65 15 (m, 4 H). 31 P NMR (162 MHz, CDC1 3 ) d -2.00 (d, J= 12.9 Hz). LC MS m/z 455.03 [M + H-]. Compound C-2 20 S

NH

2 O 0 N N -"- 0

N

o H Ac 5 r_ _ N - 'O .. I -- N ' HO F C-2 Compound C-2 was obtained in a procedure similar to that exemplified for Compound C-1 using Compound 3 and C-2a. 142 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 H NMR (400 MHz, CDCl 3 ) d 7.96 (d, J = 15.8 Hz, 1 H), 7.40 - 7.06 (m, 13H), 6.93 (d, J= 6.7 Hz, 1H), 6.70 (s, 1H), 5.98 (s, 1H), 4.54 (dd, J= 21.6, 11.7 Hz, 2H), 4.32 (d, J= 12.0 Hz, 2H), 4.14 (dt, J= 13.0, 6.4 lz, 4H), 2.44 (d, 1= 7.5 Hz, 2H), 2.00 (d, J= 16.2 Hz, 5H), 1.89 (s, 2H), 1.35 - 1.13 (m, 7H). 3P NMR (162 MHz, CDC] 3 ) d 4.12, 3.58. 10 1F NMR (376 MHz, CDC1 3 ) d -152.28 (s). LC MS m/z 623.27 [M + H HN -O 0 0 P H/ NO C-3a 15 Compound C-3a was obtained in a procedure similar to that exemplified for Compound C-1 a but using a tryptophan ester. H NMR (400 MHz, CDC1 3 ) d 8.18 - 8.03 (m, 3 H), 7.29 - 7.08 (m, 8 H), 7.36 - 6.98 (m, 3 H), 4.41 - 4.11 (m, I H), 4.15 - 3.95 (m 2 H), 3.68 -3.80 (m, 1 H), 3.33 - 3.04 (m, 2 H), 1.06 -1.17 (m, 3 H). 20 "P NMR (162 MHz, CDC1 3 ) d -2.87, -2.99. LC MS m/z 510.03 [M + H]. Compound C-3 143 WO 2012/039791 PCT/US2011/029441 802.CIPF2 HN

NH

2 O 0 N N_-O N N o H~ N HO F C-3 Compound C-3 was obtained in a procedure similar to that exemplified for Compound C-1 using Compound 3 and C-3a. 10 'H NMR (400 MHz, CDCl 3 ) d 8.27 (s, 1H), 7.84 (s, 1H), 7.47 (s, 1H), 7.36 - 6.77 (m, 11 H), 6.57 (s, I H), 4.40 - 3.96 (m, 6 H), 3.20 (s, 4 H), 2.60 (s, IH), 1.30 - 1.04 (m, 6 H). "P NMR (162 MHz, CDC 3 ) d 4.02, 3.75 "F NMR (376 MHz, CDC 3 ) d -152.13. 15 LC MS m/z 678.32 [M + H. o 0 o N - P - NO 2 C-4a Compound C-4a was obtained in a procedure similar to that exemplified for 20 Compound C-la by substituting the phenylalanine ester. H NMR (400 MHz, CDC1 3 ) d 8.15 (t, J= 8.7 Hz, 2H), 7.43 - 7.11 (m, 10 H), 7.04 (ddd, J= 11.4, 6.7, 2.9 Hz, 2 H), 4.32 (ddd, J= 15.3, 11.3, 6.1 Hz, 4 H), 4.15 - 3.99 (m, 7 H), 3.74 (td, J= 11.0, 5.0 Hz, 8 H), 3.01 (d, J= 5.7 Hz, 2 H), 1.17 (td, J= 7.1, 5.2 Hz, 2 H). 144 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 31 P NMR (162 MHz, CDCl 3 ) d -2.97, -2.99. LC MS m/z 471.03 [M + H]. Compound C-4

NH

2 N- 0 N" N 10 o Hd H 10 HO F C-4 Compound C-4 was obtained in a procedure similar to that exemplified for Compound C-1 using Compound 3 and C-4a. H NMR (400 MHz, CDC 3 ) d 7.92 (d, J= 13.2 Hz, I H), 7.46 - 6.97 (in, 17H), 6.91 15 (s, 1H), 6.75 (s, 1H), 4.10 (dd, J= 29.6, 19.2 Hz, 8H), 2.97 (s, 3H), 1.32 - 1.05 (in, 7H). 31 P NMR (162 MHz, CDCl 3 ) d 5.11. 19F NMR (376 MHz, CDCl 3 ) d -152.34 (s). LC MS m/z 639.24 [M + He]. 20 0 0 "1-0

N-PNO

2 0 C-5a Compound C-5a was obtained in a procedure similar to that exemplified for Compound C-la but using the proline ester. 145 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 'H NMR (400 MHz, CDC 3 ) d 8.20 (d, J= 7.8 Hz, 2 H), 7.45 - 7.08 (m, 7 H), 4.37 (td, J= 8.0, 3.8 Hz., 2 H), 4.17 - 3.98 (m, 2 H), 3.61 - 3.34 (m, 2 H), 2.21 - 1.77 (m, 3 H1), 1.19 (td, J= 7.1, 3.8 Hz, 3 H). 31 P NMR (162 MHz, CDC 3 ) d -3.92, -3.96. LC MS m/z 420.98 [M + H+]. 10 Compound C-5 o

NH

2 0N 0 N ON N N Hd F C-5 15 Compound C-5 was obtained in a procedure similar to that exemplified for Compound C-1 using Compound 3 and C-5a. 'H NMR (400 MHz, CDC1 3 ) d 7.95 (d, J= 4.5 Hz, 1 H), 7.39 - 7.10 (m, 4 H), 6.92 (dd, J= 16.0, 4.6 Hz, 1 H), 6.69 (s, 1H), 6.03 (bs, 2 H), 4.46 - 4.36 (m, I H), 4.36 3.96 (m, 4 H), 3.37 (d, J= 58.9 Hz, 2 H), 2.26 - 1.66 (m, 4 H), 1.39 - 1.12 (m, 8 H). 20 "P NMR (162 MHz, CDC1 3 ) d 3.47, 2.75. 19F NMR (376 MHz, CDC1 3 ) d -152.36. LC MS m/z 589.14 [M + H t ]. 146 WO 2012/039791 PCT/US2011/029441 802.CIPF2 0 SO

NH

2 OC O N N O N N 0 H SN HO F 5 Compound C-6 Compound C-6 was obtained in a procedure similar to that exemplified for Compound C-1 using Compound 3 and the sulphone analog of C-la. H NMR (400 MHz, CDCl 3 ) d 7.93 (s, 1 H), 7.89 (s, 1 H), 7.35 - 7.01 (in, 5 H), 6.93 10 (d, J= 2.8 Hz,, 1 H), 6.58 (d, J= 2.8 Hz, 1H), 5.79 (bs, 2 H), 4.30 (s, 6 H), 4.11 (d, J = 7.0 Hz, 6H), 3.10 -2.84 (in, 3 H), 2.75 (s, 3 H), 2.54 (s, 6 H), 1.31 -1.15 (in, 6 H). 31 P NMR (162 MHz, CDCl 3 ) d 3.39, 3.33. 9F NMR (376 MHz, CDCl 3 ) d -152.40 LC MS m/z 655.24 [M + H']. 15 Compound PD-A-8b 147 WO 2012/039791 PCT/US2011/029441 802.CIPF2

NH

2 O HN-P-O HO N _ + N

NO

2 HO F 30d-1 Compound 8

NH

2 O o N t-BuMgCI N o HN-P'-- N NMP / THF O N H O 5 PD-A-8b To a solution of Compound 8 (200 mg, 0.71 mmol) in THF (1 mL) and NMP (1 mL) under an atmosphere of argon at 0 0 C was added tert-butyl magnesium chloride (1.0 M in THF, 1.06mL, 1.06 mmol). After 15 minutes, compound 30d-1 (280 mg, 0.71 mmol) was added as a solution in THF. After 5 minutes, the reaction mixture 10 was allowed to warm to room temperature and was stirred for 2 hours. The reaction mixture was cooled to 0 0 C, quenched with MeOH, and concentrated. The reaction was purified by silica gel chromatography and then RP HPLC, affording PD-A-8b (225 mg, 59%). 1 H NMR (400 MHz, CDC1 3 ): d 8.09 (two s, 1H), 7.54 (two s, 1H), 7.31-7.12 (in, 5H), 5.66 (dd, 1H), 4.52-4.45 (in, 2H), 4.19-4.03 (in, 4H), 3.87-3.69 (in, 15 1H), 1.35-1.15 (in, 9H). "P NMR (161 MHz, CDCl 3 ): d 4.14 (s), 3.55 (s). LC/MS = 539 (M + He). Retention time: 1.94 min LC: Thermo Electron Surveyor HPLC MS: Finnigan LCQ Advantage MAX Mass Spectrometer 20 Column: Phenomenex Polar RP 30 mm X 4.6 mm Solvents: Acetonitrile with 0.1% formic acid, Water with 0.1% formic acid Gradient: 0 min-0.1 min 5% ACN, 0.1 min-1.95 min 5%-100% ACN, 1.95 min-3.5 min 100% ACN, 3.5 min-3.55 min 100%-5% ACN, 3.55 min-4 min 5% ACN. 148 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 Preparation of 30d-1 0 0 : C0-P-Cl

NH

2 HCI o HN-P-Cl o 0 TEA 30a 30c-1 HO O 0

NO

2 o HN-P-0 TEA O

NO

2 30d-1 Compound 30d-1 was prepared from 30a in a matter similar to that of 30d-2 substituting alanine ethyl ester hydrochloride for alanine isopropyl ester hydrochloride. 10 Compound (S)-PD-A-8c

NH

2 SO oN N 0 N O HN-P-O HO O N, 0 +\ N

NO

2 HO N (S)-30d-2 Compound 8

NH

2 0 0 NN t-BuMgCI N i N NMP / THF 0 Hd F (S)-PD-A-8c 149 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 Compound (S)-PD-A-8c was prepared in a matter similar to that of PD-A-8b substituting (S)-30d-2 for 30d-1. I H NMR (400 MHz, CDC1 3 ): d 8.14 (s, 1 H), 7.60 (s, 1H), 7.1-7.3 (m, 5H), 5.66 (dd, 1H), 5.02 (in, 1 H), 4.50 (m, 1H), 4.40 (m, 1H), 4.1 4.3 (in, 2H), 3.98 (m, 1H), 3.78 (in, 1H), 3.18 (brs, IH), 1.15-1.4 (m, 12H). 3 1 P NMR (161 MHz, CDCl 3 ): d 3.70 (s). 10 LC/MS = 553 (M + I). Preparation of (S)-30d-2 0 11 Cl-P-CI 31a -O O 0 P 0 0 31a N- O

NH

2 'HCI o H o00 p-Nitrophenol / N+0 TEA / CH 2

CI

2 30d-2 15 Alanine isopropyl ester hydrochloride (7.95 g, 47.4 mmol) was suspended in dichloromethane (100 mL). Compound 31a (10 g, 47.4 mmol) was added. Triethylamine (13.2 mL, 95 mmol) was then dropwise added over a period of 15 min. (internal reaction temperature; -10"C ~ -3 'C). When the reaction was almost complete (by phosphorous NMR), p-nitrophenol (6.29 g, 45.0 mmol) was added as a 20 solid in one portion. To the resulting slurry was added triethylamine (6.28 mL, 45 mmol) over a period of 15 min. The mixture was then warmed up to room temperature. When the reaction was complete, MTBE (100 mL) was added. The white precipitate was removed by filtration. The filter cake was washed with MTBE (3 x 50 mL). The filtrate and washings were combined and concentrated. The residue 25 was purified by silica gel column chromatography (0 to 50% ethyl acetate / hexanes), affording compound 30d-2 as a 1:1 ratio of diastereomeric mixture (14.1 g, 77%). 'H NMR (300 MHz, CDCl 3 ): 6 8.22 (2d, 2H), 7.2-7.4 (in, 7H), 5.0 (m, 1H), 4.09 (in, 150 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 IH), 3.96 (m, 1H), 1.39 (2d, 3H), 1.22 (m, 6H). MS = 409.0 (M + H'), 407.2 (M H). Separation of two diatereomers of compound 30d-2 0 0 \N-P-O O H r \ N+O O -6 0 0t N-P-C) 0 H I (S)-30d-2 N+ 0 0 30d-2 N P-O 0 HA1 / diastereomeric mixture at phosphorous + O OU-O _0 (R)-30d-2 10 The two diastereomers were separated by chiral column chromatography under the following conditions; Column: Chiralpak IC, 2 x 25 cm Solvent system: 70% heptane and 30% isopropanol (IPA) 15 Flow rate: 6 mL/min. Loading volume per run: 1.0 mL Concentration of loading sample: 150 mg / mL in 70% heptane and 30% IPA (S)-compound 30d-2: retention time 43 min. "P NMR (162.1 MHz, CDC1 3 ): 6 -2.99 (s). 20 (R)-compound 30d-2: retention time 62 min. 3 1 P NMR (162.1 MHz, CDCl 3 ): 6 -3.02 (s). Alternatively, the two diastereomers were separated by crystallization under the following procedure; 151 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 Compound 30d-2 was dissolved in diethyl ether (-10 mL/ gram). While stirring, hexanes was then added until the solution became turbid. Seed crystals (-10 ng / gram of compound 30d-2) were added to promote crystallization. The resulting suspension was gently stirred for 16 h, cooled to ~ 0 'C, stirred for an additional 2 h, and filtered to collect the crystalline material (recovery yield of the crystalline 10 material 35%-35%). The crystalline material contains ~95% of (S)-compound 30d-2 and ~5% of (R)-compound 30d-2. Re-crystallization afforded 99% diastereomerically pure (S)-isomer. The following PD-A compounds as examples are made by the general procedures: 15 Compound PD-A-8d

NH

2 O N O HN-P-O o N O N 0 HO F 20 Compound PD-A-8e

NH

2 O 0 N I N H F Compound PD-A-8f 25 152 WO 2012/039791 PCT/US2011/029441 802.CIPF2

NH

2 O N 11 N O HN-P-O N, 6 N 5 H6F Compound PD-A-8g

NH

2 IN N o HN-P-O N N ~ HO F , and 10 Compound PD-A-8h

NH

2 ~N N 1N N 0 HN-P-O o -N HO F General procedure for preparation of a nucleoside prodrug (Method D): 15 Non-limiting examples of 3'-O-acyalted mono-phosphoramidate prodrugs comprising the instant invention may be prepared according to general Scheme 2. Scheme 2 153 WO 2012/039791 PCT/US2011/029441 802.CIPF2 R8 X1 ArO// "'N ArO, // N / O N N 0 N N, RRR R 9 RHN "Y2 N- 3 R R X R R 6 R 0 2 \ -2OH L 0 S R HO R2 or Rz 0 5 PD-A PD-B The general procedure comprises the reaction of PD-A (R 4 = OH) with a carboxylic acid or an activated carboxylate such as an acyl chloride or an acid 10 anhydride, which is generally known to those skilled in the art (Journal ofMedicinal Chemistry, 2006, 49, 6614 and Organic Letters, 2003, 6, 807). When R 8 = NH 2 , protection of the amino group may be necessary. Briefly, to a solution of compound PD-A in acetonitrile (2 mL) is added N,N-dimethyformamide dimethyl acetal (~ 1.1 eq.) and stirred at room temperature for 1 h. After the protection of 6-amino group is 15 complete, the mixture is then concentrated to dryness. To the residue are added a dehydrating agent such as DCC (- 4 eq.), acetonitrile and a carboxylic acid (~ 2 eq.). The mixture is stirred at room temperature for 24 -48 h. Water (0.2 mL) and trifluoroacetic acid (0.1 mL) are added at 0 0 C and stirred at room temperature for 64 h. Sodium bicarbonate was added at 0C. The mixture is stirred at room temperature 20 for 0.5 h and filtered. The filtrate is concentrated and the residue was purified by silica gel column chromatography to afford compound PD-B. If an acyl chloride or an acid anhydride is used, a suitable base, such as triethylamine, is added instead of a dehydrating agent. 25 Compound PD-B-8i 154 WO 2012/039791 PCT/US2011/029441 802.CIPF2

NH

2

NH

2 0 F O N N' o HN-P-0 o N, O N o N HOO F 0 0 PD-A-8b 5 PD-B-8i To a solution of PD-A-8b (100 mg, 0.19 mmol) in DCM (1.0 mL) under an atmosphere of argon at room temperature was added NN-dimethylfornamide dimethylacetal (25 p L, 0.19 mmol). After 30 minutes, the reaction mixture was 10 concentrated. The reaction was taken up in DCM and concentrated. This process was repeated twice. The resulting residue was taken up in THF (1.0 mL) and cooled to 0 0 C under an atmosphere of argon. To the solution was added triethylamine (79 gL, 0.57 nmol) and DMAP (5mg, 0.04 mmol). After 5 minutes, isobutyryl chloride (60 piL, 0.57 mmol) was added. After 10 minutes, the reaction was allowed to warm to 15 room temperature and was stirred for 3 hours. The mixture was cooled to 0 0 C, quenched with a 5% TFA solution in water, and then allowed to stir at room temperature for 4 hours. The resulting mixture was extracted with ethyl acetate (3x). The combined organic layers were dried with sodium sulfate, filtered and concentrated. The residue was purified by RP HPLC (acetonitrile / water), affording 20 PD-B-8i (71 mg, 61%). 'H NMR (400 MHz, CDCl 3 ): d 8.17 (two s, 1H), 7.66 (two s, IH), 7.34-7.14 (m, 5H), 5.69 (dd, 1H), 5.56-5.43 (m, 1H), 4.55-4.01 (in, 5H), 3.79 3.69 (in, 1H), 2.70-2.64 (in, 1H), 1.37-1.17 (m, 15H). 3 'P NMR (161 MHz, CDCl 3 ): d 2.99 (s), 2.88 (s). LC/MS = 609 (M + He). 25 Retention time: 2.21 min LC: Thenno Electron Surveyor HPLC MS: Finnigan LCQ Advantage MAX Mass Spectrometer Column: Phenomenex Polar RP 30 mm X 4.6 mm Solvents: Acetonitrile with 0.1% formic acid, Water with 0.1% formic acid 155 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 Gradient: 0 min-0.1 min 5% ACN, 0.1 min-1.95 min 5%-100% ACN, 1.95 min-3.5 min 100% ACN, 3.5 min-3.55 min 100%-5% ACN, 3.55 min-4 min 5% ACN. The following PD-B compounds as examples are made by the general procedures: 10 Compound PD-B-8j

NH

2 0 0 N 0 HN-P-0 0 N N 0N 0 Compound PD-B-8k

NH

2 0 N NH 0 HN-P-O 0 N ON 0

NH

2 o 0 NY o HN-P-0 0 N 0 0 20 156 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 Compound PD-B-8m

NH

2 o N o HN-P-O o N N 0 Compound PD-B-8n 10

NH

2 N O N N O HN-P-O o N N O 0 3- O , and Compound PD-B-8o 15

NH

2 NN o HN-P-0 o NN d F 0 0 F -TO General procedure for preparation of a nucleoside prodrug (Method E): 157 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 Non-limiting examples of 3',5'-cyclic mono-phosphoramidate prodrugs comprising the instant invention may be prepared according to general Scheme 3. Scheme 3 Re Re O/ N N N Ry HN N R N 6 R9R 3 '1 N R 9 RX R-

N-P

S RHO R2 H1 R2 PD-Al PD-C RY RX

R

8 R-O NH 2 HCI Re 0xX2' .x 1 x O x2 N N N, HO0 R9 0 N N

R

9

HO-P

HO 2 0 R2 40 Compound 41 10 Scheme 3 illustrates chemical processes that may be useful for preparation of compound PD-C. Accordingly, PD-Al is converted to PD-C in the presence of a base when Ar is substituted with an electron withdrawing group such as p-nitro or p 15 chloro group (European Journal ofMedicinal Chemistry, 2009, 44, 3769). Alternatively, compound 40 is converted to Compound 41 according to Bioorganic and Medicinal Chemistry Letters, 2007, 17, 2452, which is then coupled with a amino acid ester salt to form PD-C. 20 Compound PD-C-8q 158 WO 2012/039791 PCT/US2011/029441 802.CIPF2

NH

2 0 N N o HN-P-O N, HOO O N-55N 5 PD-C-8q A solution of PD-A-8p in DMSO is treated at room temperature with potassium t-butoxide (~1 eq.) and the resulting mixture is stirred for about 10 min. to about 2 h. The mixture is then cooled to 0 0 C and neutralized with 1N HCl to ~pH 6. The mixture is purified by HPLC to afford compound PD-C-8q. 10 Additionally, the following PD-C compounds as examples are made by the general procedures: Compound PD-C-8r

NH

2 ONN Copon PD-C-8s NH O N 115 Ch itr sprfe yHL oafr ompound PD-C-8.

NH

2 0 N , F N- 0 0 an 115 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 Compound PD-C-8t

NH

2 O N 01-- N Oo N-P- H 'II 0 'F ao 0 0 Compound PD-D-8u

NH

2

NH

2 IN N IN -1N N HO' N 1) POC1l, PO(OMe) 3 O NN 2) KOH(aq), ACN HO-P 0 10 Compound 8 Compound 41-1 Compound 8 is dissolved in PO(OMe) 3 (0.1 - 0.5 M solution) and cooled to 0 0 C under argon. To this stirring solution is added POC1 3 (1.0 - 5.0 eq.) dropwise, and the reaction mixture is allowed to warm to room temperature for about 2 -16 h. The 15 resulting solution is added dropwise to a rapidly stirring solution of acetonitrile and 0.05 - 0.5 M aqueous KOH. When addition is complete, the solvents are removed under reduced pressure. The resulting residue is dissolved in water and purified by HPLC to give Compound 41-1.

NH

2

NH

2 N N N N 0 N N 1) DCM, PO(OMe) 3 , DMF 0 N,N 0 O oxalyl-CI O HO- 0 2)IPA O 0 F 0 0 20 Compound 41-1 Compound PD-D-8u 160 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 A solution of Compound 41-1 in DCM and PO(OMe) 3 is prepared and cooled to 0"C. To this solution is added oxalyl chloride (1.0 - 5.0 eq.) followed by a catalytic amount of DMF. The mixture is allowed to stir for about 10 min. to about I h. When activation is complete, a large volume of 2-propanol is added to the reaction mixture 10 and allowed to stir and warm to room temperature. The solvents are removed under reduced pressure, and the resulting crude material is purified by preparative HPLC to give Compound PD-D-8u. Compound PD-E-8v 15

NH

2

NH

2 1) DCM, PO(OMe) 3 , DMF N N, N Oxay-CI N 0 N 2) DCM, TEA 0 N

HOPN-P-

HO IF NH 2 H 0 F o 0 Compound 41-1 Compound PD-E-8v Compound PD-E-8v is prepared from Compound 41-1 in a matter similar to that of Compound PD-D-8u substituting 2-aminopropane for 2-propanol. 20 Compound PD-F-8w HO NH 2 S N, NH N HO Compound PD-F-8w 161 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 Compound PD-F-8w is prepared in a matter similar to that of Compound 20 substituting Compound 8 for Compound 18. Compound PD-G-8x

NH

2 O N O HN-P O o N, 0 N HO F Compound PD-G-8x About 90 mM Compound 8 in THF is cooled to about -78"C and about 2.2 to 10 about 5 equivalents of t-butylmagnesium chloride (about I M in THF) is added. The mixture is warmed to about 0 0 C for about 30 min and is again cooled to about -78'C. A solution of (2S)-2- { [chloro(I -phenoxy)phosphoryll amino} ethyl isobutyrate (W02008085508) (1 M in THF, about 2 equivalents) is added dropwise. The cooling is removed and the reaction is stirred for about one to about 24 hours. The reaction is 15 quenched with water and the mixture is extracted with ethyl acetate. The extracts are dried and evaporated and the residue purified by chromatography to give Compound PD-G-8x. Compound 6

NH

2

NH

2 HO o N,~ N H N, N HO 0 HO CH 3 0H HO N A OH 0 HO AcOH HO F 20 4 6 Compound 4 (about 0.04 mmol) and anhydrous MeOH (about 5 mL) is treated with acetic acid (about 5 mL) and the reaction is stirred overnight at room temperature. Saturated NaHCO 3 is added to neutralize the reaction mixture and the 25 crude material is purified using a HPLC system (acetonitrile-H 2 0) to give 6. 162 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 Compound 7

NH

2

NH

2 N N BzO O O N 1.A(N33H NN z O2. NH 3 H H Bzd ' HO 3b 7 To a dry, argon purged round bottom flask (50 mL) is added compound 3b 10 (about 0.39 mmol) and anhydrous dichloromethane (about 10 mL). The flask is placed into a dry ice/acetone bath (- -78C) and the solution is stirred for about 10 min. BF 3 -Et 2 O (about 0.10 mL) is added dropwise and the reaction is stirred for about 10 min, AlMe 3 (about 1.16 mmol, 2.0 M in toluene) is then added. After a few minutes, the dry ice/acetone bath is removed and the reaction mixture is stirred at 15 room temperature to about 45C over about 4 h to about 4 d. A solution of pyridine (about 2 mL) in MeOH (about 10 mL) is added and the solvent is removed under reduced pressure. The crude material is purified by chromatography and is treated with ammonium hydroxide in methanol for about 16 h at about room temperature. The mixture is concentrated and the residue is purified by HPLC to give 7. 20 Compound 8 N NH 2 N NH 2 NH N N o N, Bz' 0 O Br N Bz' 0 N A!OH /0 F Si S/ Bz C1 Bz~ 1a BuLi THF 8b To a suspension of 7-bromoimidazo[1,2-fj[1,2,4]triazin-4-amine (obtained according to A CS Medicinal Chemistry Letters, 2010, 1, 286; 375 mg, 1.75 mmol) in 163 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 THF (4.0 mL) under an atmosphere of argon was added 1,2-bis [(chlorodimethyl)silanyllethane (452 mg, 2.10 mmol). After 60 min, the reaction was cooled to -78'C and BuLi (1.6 M in THF, 3.8 mL, 6.10 mmol) was added. After 10 min at -78'C, a solution of la (obtained according to WO 200631725, 782 mg, 2.10 mmol) in THF ( 1.0 mL) was added dropwise. The resulting mixture was stirred at 10 78'C for 1 hour. Saturated aqueous ammonium chloride was added and allowed to warm to 0 0 C. Water was added until all solids became soluble. The mixture was extracted with ethyl acetate. The organic extract was dried with sodium sulfate, filtered and concentrated in vacuo. The residue was purified by silica gel chromatography (ethyl acetate / hexanes), affording 8b (606 mg, 59%) as a yellow 15 solid. LC/MS = 508 (M + H*) Retention time: 2.17-2.26 min LC: Thermo Electron Surveyor HPLC MS: Finnigan LCQ Advantage MAX Mass Spectrometer 20 Column: Phenomenex Polar RP 30 mm X 4.6 mm Solvents: Acetonitrile with 0.1% formic acid, Water with 0.1% formic acid Gradient: 0 min-0.1 min 5% ACN, 0.1 min-1.95 min 5%-100% ACN, 1.95 min-3.5 min 100% ACN, 3.5 min-3.55 min 100%-5% ACN, 3.55 min-4 min 5% ACN.

NH

2 NH 2 N N N Bz0 OH N Et 3 SiH Bz' O N OH ______ /0 F BF 3 -Et 2 0 6 F Bz Bz~ 25 8b 8c To a solution of compound 8b (510 mg. 1.39 mmol) in dichloroethane (10.0 mL) at 0*C under an atmosphere of argon, was added triethyl silane (1.77 mL, 11.09 mmol) and then BF 3 -Et2O (1.41 mL, 11.09 mmol). The reaction mixture was stirred at 55 0 C for 16h. The reaction was cooled to 0 0 C and quenched with saturated 30 NaHCO 3 (aq). The reaction was extracted with DCM and then EtOAc. The 164 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 combined organic phase was dried over sodium sulfate, filtered and concentrated. The residue was purified by silica gel chromatography (ethyl acetate/hexanes), affording 8c (453 mg, 64%). IH NMR (400 MHz, CDC1 3 ): d 8.10-7.94 (in, 5H), 7.6 7.33 (in, 7H), 5.91 (dd, 1H), 5.78 (d, J=24.6 Hz, IH), 4.87 (dd, 1H), 4.70 (in, 1 H), 4.58 (dd, 1 H), 1.31 (d, J=22.4 Hz, 3H). 10 LC/MS = 491 (M t ). Retention time: 2.36 min. LC: Thenno Electron Surveyor HPLC MS: Finnigan LCQ Advantage MAX Mass Spectrometer Column: Phenomenex Polar RP 30 mm X 4.6 mm 15 Solvents: Acetonitrile with 0.1% formic acid, Water with 0.1% fornic acid Gradient: 0 min-0.1 min 5% ACN, 0.1 min-1.95 min 5%-100% ACN, 1.95 min-3.5 min 100% ACN, 3.5 min-3.55 min 100%-5% ACN, 3.55 min-4 min 5% ACN. N NH 2

NH

2 NH2 0 N N Bz'O N HO 0 NN NNH 3

N

0 F MeOH Bz/ HO F 8c Compound 8 20 To a solution of 8c (500 mg, 01.02 mmol) in THF (5.0 mL) was added lithium hydroxide (122 mg, 5.09 mmol) as a solution in H 2 0 (5.0 mL) and was stired at room temperature for 1h. The reaction was cooled to 0 0 C and was neutralized with IN HCI in water (5.1 mL). The mixture was concentrated and the residue was purified by RP HPLC (water / acetonitrile), affording Compound 8 (185 mg, 64%). 1 H NMR (400 25 MHz, CD 3 0D): d 7.97 (s, 1 H), 7.63 (s, 1H), 5.54 (d, J=24.8 Hz, 1H), 4.03 (dd, IH), 3.88 (in, 1H), 3.71 (dd, IH), 1.80 (d, J=22.1 iz, 3 H). LC/MS = 284 (M + He). Retention time: 1.06 min. LC: Thermo Electron Surveyor HPLC 30 MS: Finnigan LCQ Advantage MAX Mass Spectrometer 165 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 Column: Phenomenex Polar RP 30 mm X 4.6 mm Solvents: Acetonitrile with 0.1% formic acid, Water with 0.1% fonric acid Gradient: 0 min-0.1 min 5% ACN, 0.1 min-1.95 min 5%-100% ACN, 1.95 min-3.5 min 100% ACN, 3.5 min-3.55 min 100%-5% ACN, 3.55 min-4 min 5% ACN. 10 Alternative procedure for Compound 8

NH

2

NH

2 N N N N HO N HO O N N S NaBH 4 N 00 HO F H F le Compound 8 Compound le (crude obtained from the previous reaction step) was dissolved in EtOH. Excess sodium borohydride was added in portions until the reaction was 15 nearly complete. The mixture was neutralized with acetic acid. The mixture was concentrated and the solid residue was purified by silica gel column chromatography (0-10% MeOH / dichloromethane), affording compound 27 (210 mug, 50% in two steps). 20 Additional alternative procedure for Compound 8

NH

2

NH

2 NN N HO NN HO O NN \ S- Raney Ni HO F HO F Id 8 Raney Ni (about 500 mg) was neutralized by washing with H2O, and added to a solution of Id (about 100 mg) in ethanol (about 10 mL). The mixture was then 25 heated to 80 0 C until the reaction is complete. The catalyst was removed by filtration 166 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 and the solution was concentrated in vacuo. The mixture was concentrated and the residue was purified by HPLC to give 8. Compound 9

NH

2 HO-P-O o N ' OH ',CNN H F 10 9 Into a flask containing Compound 3 (120 mg, 0.39 mmoL, 1 equiv.) was added PO(OMe) 3 (1.5 mL, 0.25 M) and cooled to 0 0 C before adding POCl 3 (125 pL, 1.37 mmoL, 3.5 equiv.). The reaction mixture was allowed to stir for 5 hr before the reaction was quenched with water. It was directly purified by HPLC to furnish the 15 monophosphate Compound 9. LC MS m/z 387.95 [M + H]. Compound 10 0

NH

2 O00-\ IL N O-P O o N, "CN N SHO F 20 10 Into a flask containing Compound 9 (30 mg, 0.078 mmoL, 1 equiv.) was added NMP (0.8 mL, 0.1 M) followed by addition of TEA (43 pL, 0.31 mmoL, 4 equiv.), tetrabutylammonium bromide (25 mg, 0.078 mmoL, 1 equiv.) before adding chloromethylisopropyl carbonate (60 pL, 0.38 mmoL, 5 equiv.). The reaction 25 mixture was heated to 50"C and allowed to stir overnight. It was purified directly by HPLC, affording Compound 10. 167 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 'H NMR (400 MHz, CDCl 3 ) d 7.98 (s, 1 H), 7.01 (d, J= 4.7 Hz, 1 H), 6.72 (d, J = 4.7 iz, 1 H), 6.04 (bs, 2 H), 5.74 - 5.61 (m, 4 H), 4.91 (ddt, J= 12.6, 9.4, 6.3 Hz, 2 H), 4.64 - 4.28 (in, 4 H), 1.37 - 1.19 (in, 15 H). 31 P NMR (162 MHz, CDCl 3 ) d -4.06.

'

9 F NMR (376 MHz, CDC1 3 ) d -76.58, -151.95 TFA salt. 10 LC MS m/z 620.03[M + H']. Compound 11

NH

2 N 0 N, _N o CN N 0 11 15 A solution of Compound B-2 in DMSO is treated with about 3 mole equivalents of potassium t-butoxide for about 15 min to 24 hours. The reaction is quenched with IN HCl and Compound 11 is isolated by reverse-phase HPLC. Compound 12 168 WO 2012/039791 PCT/US2011/029441 802.CIPF2 S-- NH 2 NN N N Bz ON N NH 3 BzO O N,N OH S' 3 OH S Bz' Bz0 1b 12a I Raney Ni N NH 2 N NH 2 N 1. TMSCNN H N TMSOTf \z0 N N HO o N BzO___ N, ". N N CN 2. NH 3 OH HO F BzO F 5 12 12b Compound lb (about I mmol) is placed in a steel bomb reactor. The reactor is charged with liquid ammonia (about 30 mL) and the mixture is stirred at about 0C to 504C for about 16 h. The ammonia is evaporated and the residue is purified to give 10 12a. A solution of 12a (about 100 ng) in ethanol (about 10 mL) is treated with Raney Ni (about 500 mg) that is neutralized by washing with H 2 0. The mixture is then heated to about 35 to about 80C until the reaction is complete. The catalyst is removed by filtration and the solution is concentrated in vacuo. The mixture is concentrated and the residue is purified by HPLC to give 12b. To a solution of 15 compound 12b (about 50 mg) and TMSCN (about 0.5 mmol) in acetonitrile (about 2.0 mL) at about 0C is added TMSOTf (about 0.5 mmol). The reaction mixture is stirred at room temperature for about I h, then at 65C for about 3 d. The reaction is quenched with saturated NaHCO 3 at room temperature, and diluted with CH 3

CO

2 Et. The organic phase was separated, washed with brine, dried over Na 2

SO

4 , filtered and 20 concentrated. The residue is purified by RP-HPLC then dissolved in methanol (about 1 mL). Ammonium hydroxide (28% in water, about 0.8 mL) is added and the 169 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 mixture is stirred at about room temperature for 16 h. The mixture is concentrated and the residue is purified by RP HPLC to give 12. Compound 13 N

NH

2 HO, 0 N 0 S CN N Hd F 10 13 Compound 13 is prepared in the same manner as Compound 9 using Compound 12 as a starting material. Compound 14

NH

2 N N 'ON N HO-P 0 F 15 14 Compound 14 is prepared by treating Compound 13 with about one to about five equivalents of DCC in pyridine and heating the reaction to reflux for about one to about 24 hours. Compound 14 is isolated by conventional ion exchange and reverse 20 phase HPLC. Compound 15

NH

2 N Ic N 0 1 0 O N 0 15 170 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 A solution of about 0.4 mmol of Compound 14 in about 10 mL of DMF is treated with about 0.8 mmol of DIPEA and about 0.8 mmol of chloromethyl isopropyl carbonate (W02007/027248). The reaction is heated to about 25 to about 804C for about 15 min to about 24 hours. The solvent is removed under vacuum and the residue is purified by HPLC to give Compound 15. 10 Compound 16 NHDMTr I-- N '"CN H I HO F 16 Compound 3 (about 0.22 mmoL) is dissolved in anhydrous pyridine (about 2 15 mL) and chlorotrimethylsilane (about 0.17 mL) is added. The mixture is stirred at about 0 C to about 25'C for about one to about 24 hours. Additional chlorotrimethylsilane (about 0.1 mL) is added and the reaction is stirred for about one to about 24 hours. 4.4'-Dimethoxytrityl chloride (about 0.66 mmol) and DMAP (about 0.11 to about 0.22 mmol) is sequentially added. The mixture is stirred for 20 about one to about 24 hours. A solution of TBAF (1.0 M, about 0.22 mL) in THF is added and the reaction is stirred for about one to about 24 hours. The mixture is partitioned between ethyl acetate and water. The ethyl acetate layer is dried and concentrated. The residue is purified chromatography to afford Compound 16. 25 Compound 17 TrO NHDMTr S N H O P -OCNN HO F 17 171 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 A mixture of about 1.25 mmol of Compound 16 and about 1.9 mmol of triethylammonium 2-(2,2-dimethyl-3-(trityloxy)propanoylthio)ethy phosphinate (W02008082601) is dissolved in anhydrous pyridine (about 19 mL). Pivaloyl chloride (about 2.5 mmol) is added dropwise at about -30 to about 0 C and the solution is stirred at for about 30 min to about 24 hours. The reaction is diluted with 10 methylene chloride and is neutralized with aqueous ammonium chloride (about 0.5M). The methylene chloride phase is evaporated and the residue is dried and is purified by chromatography to give Compound 17. Compound 18 TrO NHDMTr S 0 O o-P-O O N' N NH CNN HO F 15 18 To a solution of about 0.49 mmol of Compound 17 in anhydrous carbon tetrachloride (about 5 mL) is added dropwise benzylamine (about 2.45 mmol). The reaction mixture is stirred for about one to about 24 hours. The solvent is evaporated 20 and the residue is purified by chromatography to give Compound 18. Compound 20 HO NH 2 S H HO F 20 25 172 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 A solution of about 2 mmol of Compound 18 in methylene chloride (about 10 mL) is treated with an aqueous solution of trifluoroacetic acid (90%, about 10 mL). The reaction mixture is stirred at about 25 to about 60 C for about one to about 24 hours. The reaction mixture is diluted with ethanol, the volatiles are evaporated and the residue is purified by chromatography to give Compound 20. 10 Compound 21 0 HN-P-O NH O N NH 2 HO F 21 15 About 90 mM Compound 2 in THF is cooled to about -78 C and about 2.2 to about 5 equivalents of t-butylmagnesium chloride (about I M in THF) is added. The mixture is warmed to about 0 0 C for about 30 min and is again cooled to about -78 C. A solution of (2S)-2- { [chloro(I -phenoxy)phosphoiyl]amino }propyl pivaloate (W02008085508) (1 M in THF, about 2 equivalents) is added dropwise. The cooling 20 is removed and the reaction is stirred for about one to about 24 hours. The reaction is quenched with water and the mixture is extracted with ethyl acetate. The extracts are dried and evaporated and the residue purified by chromatography to give Compound 21. 25 Compound 22 H N 0 N-P17 H I 173 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 22a Compound 22a was obtained in a procedure similar to that for preparation of C-la. 'H NMR (400 MHz, CDCl 3 ) d 8.11 (d, J= 9.0 Hz, 2 H), 8.02 (s, I H), 7.48 (t, J= 7.5 Hz, 2 H), 7.42 - 7.25 (m, 4 H), 7.21 (dt, J= 14.9, 5.5 Hz, 2 H), 7.08 (t, J= 7.3 Hz, 2 10 H), 5.17 - 5.03 (m, 2 H), 4.99 (dd, J= 16.5, 9.7 Hz, 2 H), 3.44 (s, 1 H), 3.35 - 3.21 (m, 2 H), 3.19 (d, J= 9.2 Hz, 1H), 3.00 -2.80 (m, 2 H). 31 P NMR (162 MHz, CDC1 3 ) d 4.27. LC MS m/z 452.09 [M + H+]. H N /\ / NH 2 0 N N-P O O N, N H' 0 15 H F N 22b Compound 22b was obtained in a procedure similar to that for preparation of C-1 using Compound 3 and 22a. H NMR (400 MHz, CD 3 0D) d 7.76 (d, J= 6.3 Hz, IH), 7.38 (t, J = 8.2 Hz, I H), 20 7.27 - 7.12 (m, 4 H), 7.06 - 6.81 (m, 3 H), 6.74 (dd, J= 4.6, 3.5 Hz, I H), 4.95 - 4.79 (m, 1 H), 4.35 - 3.90 (m, 4 H), 3.23 (dt,J= 3.2, 1.6 Hz, 3H), 3.18 - 3.05 (m, 2 H), 2.82 (dt, J= 14.7, 7.3 Hz, 2 H), 1.15 (d,.J= 22.4 Hz, 3 H). 3 1 P NMR (162 MHz, CD 3 OD) d 10.76, 10.71. LC MS m/z 620.05 [M + H+]. 25 H N /\ I NH 2 O N H' OH Hd 174 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 Compound 22 Into a flask containing the 22b (50 mg, 0.08 mmoL, 1 equiv.) was added ethanol (4 mL) followed by Pd(OH) 2 ( 56 mg, 0.08 mmoL, 1 equiv.) and ammonium formate (42 mg, 0.64 mmoL, 8 equiv.). The reaction was heated to 80 0 C for about an 10 hour. The solid was filtered off and the material purified by HPLC. H NMR (400 MHz, DMSO-d 6 ) d 10.72 (s, 1H). 7.91 (s, 1 H), 7.95 - 7.89 (bs, 2 H), 7.41 (d, J= 7.7 Hz, I H), 7.26 (d, J= 8.1 Hz, I H), 7.19 - 6.66 (in, 3 H), 4.20 - 3.75 (m, 3 H), 2.99 (dd, J= 16.5, 9.6 Hz, 2 H), 2.89 - 2.70 (m, 2 H), 2.48 - 2.58 (in, 8 H), 1.10 (d, J= 22.3 Hz, 3 H). 15 3 'P NMR (162 MHz, DMSO-d 6 ) d 7.49. 1F NMR (376 MHz, DMSO-d 6 ) d -154.89. LC MS m/z 530.21 [M + H]. 20 Compound 23

NH

2

NH

2 N -N N, N, O 'N 1) POC 3 , PO(OMe) 3 O N HO ''CN CN 2) KOH(aq), ACN Os HO O F Compound 3 Compound 23 Compound 3 (250mg, 0.82mmol) was dissolved in PO(OMe)3 (5 mL, 0.16M) 25 and cooled to 0"C under argon. To this stirring solution was added POCl 3 (0.32 mL, 4.1 mmol) slowly dropwise, and the reaction mixture allowed to warm to room temperature for 16 h. The resulting solution was added dropwise to a rapidly stirring solution of acetonitrile (400 mL) and 0.08M aqueous KOH (300 mL). When addition was complete, the reaction progress was checked by LCMS. When the reaction was 175 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 complete, solvents were removed under reduced pressure. The resulting solid residue was dissolved in water and purified by HPLC to give 140mg of Compound 23 (yield; 47%). H-NMR (400MHz; CD 3 0D) : d 8.15 (s, 1H), 7.40 (d. 1H; J = 4.8Hz), 7.09 (d, I H; J = 4.8Hz), 4.64 (dd, 1H; J = 24Hz, 7.2Hz), 4.50-4.36 (m, 3H), 1.32 (d, 3H; J=22Hz). 10 ' 9 F-NMR (376MHz; CD 3 0D) d -153.11. 3 1 P-NMR (162MHz; CD 3 0D) d -2.20. MS [M + H-] = 370.2. Compound 24 15

NH

2

NH

2 N N N N1) DCM, PO(OMe) 3 , DMF 0 N 'CN oxalyl-CI " N HO 0 F 2) IPA F Compound 23 Compound 24 A solution of Compound 23 (7mg, 0.02 mmol) in DCM (2 mL) and PO(OMe) 3 (1 mL) was prepared and cooled to 0C. To this solution was added oxalyl-Cl (10 ptL) followed by DMF (2 gL). The mixture was allowed to stir for 1 20 min before an aliquot was taken out and quenched in MeOH and then checked by LCMS for activation. Successive amounts of oxalyl-Cl (10 IL) and DMF (2 .tL) were added until activation was complete. At this point, a large volume of 2-propanol (5 mL) was added to the reaction mixture and allowed to stir and warm to room temperature. Once the reaction was complete, the solvents were removed under 25 reduced pressure, and the resulting crude material was purified by preparative HPLC to give 5.5 mg of Compound 24 (yield 70%). 1 H-NMR (400MHz; DMSO-d 6 ): d 8.26 (br, 1H), 8.15 (br, 1H), 7.97 (s, 1H), 7.00 (d, 1H; J = 4.4Hz), 6.88 (d, 1H; J = 4.4Hz), 4.59-4.51 (m, 2H), 4.37-4.25 (m, 2H), 1.23 (d, 3H; J=22.8H z). 176 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 "F-NMR (376MHz; CD 3 0D) d -151.72. "P-NMR (162MHz; CD 3 0D) d -5.69. MS [M + HF] = 412.0. Compound 25 10 NH2 1) DCM, PO(OMe)3, DMF NH2 '_ N oxalyl-CI N 0 N 2) DCM, TEA O N 0 /C 0 0l 'CN CN HFO0 N O NH 3 CI 0 H Compound 23 0 Compound 25 Compound 25 was prepared from Compound 23 in a matter similar to that of Compound 24 substituting the heptyl ester of alanine for 2-propanol (yield 5.3%). 15 H-NMR (400MHz; CD 3 0D) : d 7.91 (s, 1H), 6.98 (d, 11H; J = 4.8Hz), 6.92 (d, 1 H; J = 4.8Hz), 5.29 (dd, 1H; J = 24.4Hz, 8.8Hz), 4.66-4.60 (in, 2H), 4.48-4.40 (in, 1H), 4.15-4.11(m, 3H), 3.92(dd, 1H; J = 9.6Hz, 7.2Hz), 1.67-1.64 (in, 3H), 1.40-1.27 (in, 15H), 0.91-0.87(m, 6H).

I

9 F-NMR (376MHz; CD 3 0D) : d -151.46. 20 3 P-NMR (162MHz; CD 3 0D): d 7.36. MS [M + H+] = 539.4. Compound 26 H N

NH

2 00N N HP N HO F 177 Compound 26 Compound 26 is prepared from compound 22 in a matter similar to that for preparation of compound 10. 5 Antiviral Activity Another aspect of the invention relates to methods of inhibiting viral infections, comprising the step of treating a sample or subject suspected of needing such inhibition with a composition of the invention. 10 Within the context of the invention samples suspected of containing a virus include natural or man-made materials such as living organisms; tissue or cell cultures; biological samples such as biological material samples (blood, serum, urine, cerebrospinal fluid, tears, sputum, saliva, tissue samples, and the like); laboratory samples; food, water, or air samples; bioproduct samples such as extracts of cells, particularly recombinant cells synthesizing a 15 desired glycoprotein; and the like. Typically the sample will be suspected of containing an organism which induces a viral infection, frequently a pathogenic organism such as a tumor virus. Samples can be contained in any medium including water and organic solvent\water mixtures. Samples include living organisms such as humans, and man made materials such as cell cultures. 20 If desired, the anti-virus activity of a compound of the invention after application of the composition can be observed by any method including direct and indirect methods of detecting such activity. Quantitative, qualitative, and semiquantitative methods of determining such activity are all contemplated. Typically one of the screening methods described above are applied, however, any other method such as observation of the physiological properties of a 25 living organism are also applicable. The antiviral activity of a compound of the invention can be measured using standard screening protocols that are described. For example, the antiviral activity of a 178 27526181 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 compound can be measured using the following general protocols. Cell-based Flavivirus Immunodetection assay BHK21 or A549 cells are trypsinized, counted and diluted to 2x10 5 cells/mL in Hams F-12 media (A549 cells) or RPMI-1640 media (BHK21 cells) supplemented with 2% fetal bovine serum (FBS) and 1% penicillin/streptomycin. 2x10 4 cells are 10 dispensed in a clear 96-well tissue culture plates per well and placed at 37C, 5% CO 2 overnight, On the next day, the cells are infected with viruses at multiplicity of infection (MOI) of 0.3 in the presence of varied concentrations of test compounds for 1 hour at 37C and 5% CO 2 for another 48 hours. The cells are washed once with PBS and fixed with cold methanol for 10 min. After washing twice with PBS, the 15 fixed cells are blocked with PBS containing I% FBS and 0.05% Tween-20 for 1 hour at room temperature. The primary antibody solution (4G2) is then added at a concentration of 1:20 to 1:100 in PBS containing 1% FBS and 0.05% Tween-20 for 3 hours. The cells are then washed three times with PBS followed by one hour incubation with horseradish peroxidase(HRP)-conjugated anti-mouse IgG (Sigma, 20 1:2000 dilution). After washing three times with PBS, 50 microliters of 3,3',5,5' tetramethylbenzidine (TMB) substrate solution (Sigma) is added to each well for two minutes. The reaction is stopped by addition of 0.5 M sulfuric acid. The plates are read at 450 nm absorbance for viral load quantification. After measurement, the cells are washed three times with PBS followed by incubation with propidium iodide for 5 25 min. The plate is read in a Tecan SafireTM reader (excitation 537 nm, emission 617 nm) for cell number quantification. Dose response curves are plotted from the mean absorbance versus the log of the concentration of test compounds. The EC 50 is calculated by non-linear regression analysis. A positive control such as N-nonyl deoxynojirimycin may be used. 30 Cell-based Flavivirus cytopathic effect assay For testing against West Nile virus or Japanese encephalitis virus, BHK21 cells are trypsinized and diluted to a concentration of 4 x 105 cells/mL in RPMI-1640 179 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 media supplemented with 2% FBS and 1% penicillin/streptomycin. For testing against dengue virus, Huh7 cells are trypsinized and diluted to a concentration of 4 x 105 cells/mL in DMEM media supplemented with 5% FBS and 1% penicillin/streptomycin. A 50 microliter of cell suspension (2 x 10 4 cells) is dispensed per well in a 96-well optical bottom PIT polymer-based plates (Nunc). Cells are 10 grown overnight in culture medium at 37 0 C, 5% C0 2 , and then infected with West Nile virus (e.g. B956 strain) or Japanese encephalitis virus (e.g. Nakayama strain) at MOT = 0.3, or with dengue virus (e.g. DEN-2 NGC strain) at MOI = 1, in the presence of different concentrations of test compounds. The plates containing the virus and the compounds are further incubated at 37'C, 5% CO 2 for 72 hours. At the end of 15 incubation, 100 microliters of CellTiter-GloTM reagent is added into each well. Contents are mixed for 2 minutes on an orbital shaker to induce cell lysis. The plates are incubated at room temperature for 10 minutes to stabilize luminescent signal. Luminescence reading is recorded using a plate reader. A positive control such as N nonyl-deoxynojirimycin may be used. 20 Antiviral Activity in a Mouse Model of Dengue Infection. Compounds are tested in vivo in a mouse model of dengue virus infection (Schul et al. J. Infectious Dis. 2007; 195:665-74). Six to ten week old AG129 mice (B&K Universal Ltd, HIl, UK) are housed in individually ventilated cages. Mice are injected intraperitoneally with 0.4 mL TSVOl dengue virus 2 suspension. Blood 25 samples are taken by retro orbital puncture under isoflurane anesthesia. Blood samples are collected in tubes containing sodium citrate to a final concentration of 0.4%, and immediately centrifuged for 3 minutes at 6000g to obtain plasma. Plasma (20 microliters) is diluted in 780 microliters RPMI-1640 medium and snap frozen in liquid nitrogen for plaque assay analysis. The remaining plasma is reserved for 30 cytokine and NS1 protein level determination. Mice develop dengue viremia rising over several days, peaking on day 3 post-infection. For testing of antiviral activity, a compound of the invention is dissolved in 180 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 vehicle fluid, e.g. 10% ethanol, 30% PEG 300 and 60% D5W (5% dextrose in water; or 6N HCl (1.5 eq):1N NaOH (pH adjusted to 3.5): 100 mM citrate buffer pH 3.5 (0.9% v/v:2.5% v/v: 96.6% v/v). Thirty six 6-10 week old AG129 mice are divided into six groups of six mice each. All mice are infected with dengue virus as described above (day 0). Group I is dosed by oral gavage of 200 mL/mouse with 0.2 mg/kg of 10 a compound of the invention twice a day (once early in the morning and once late in the afternoon) for three consecutive days starting on day 0 (first dose just before dengue infection). Groups 2, 3 and 4 are dosed the same way with 1 mg/kg, 5 mg/kg and 25 mg/kg of the compound, respectively. A positive control may be used, such as (2R,3 R,4R,5R)-2-(2-am ino-6-hydroxy-purin-9-yl)-5-hydroxymethyl-3-methyl 15 tetrahydro-furan-3,4-diol, dosed by oral gavage of 200 microliters/mouse the same way as the previous groups. A further group is treated with only vehicle fluid. On day 3 post-infection approximately 100 microliter blood samples (anti coagulated with sodium citrate) are taken from the mice by retro-orbital puncture under isoflurane anesthesia. Plasma is obtained from each blood sample by 20 centrifugation and snap frozen in liquid nitrogen for plague assay analysis. The collected plasma samples are analyzed by plague assay as described in Schul et al. Cytokines are also analyzed as described by Schul. NSI protein levels are analyzed using a Platelialm kit (BioRad Laboratories). An anti-viral effect is indicated by a reduction in cytokine levels and/or NS1 protein levels. 25 Typically, reductions in viremia of about 5-100 fold, more typically 10-60 fold, most typically 20-30 fold, are obtained with 5-50 mg/kg bid dosages of the compounds of the invention. HCV IC 50 Determination 30 Assay Protocol: Either wild type or S282T (Migliaccio, et al, J. Biol. Chem. 2003, 49164-49170; Klumpp, et al., J. Biol. Chem. 2006, 3793-3799) mutant polymerase enzyme was used in this assay. NS5b polymerase assay (40 ptL) was 181 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 assembled by adding 28 piL polymerase mixture (final concentration: 50 mM Tris HCl at pH 7.5, 10 mM KCL, 5 mM MgC 2 , 1 mM DTT, 10 mM EDTA, 4 ng/gL of RNA template, and 75 nM HCV A21 NS5b polymerase) to assay plates followed by 4 pL of compound dilution. The polymerase and compound were pre-incubated at 35'C for 10 minute before the addition of 8 gL of nucleotide substrate mixture (33P 10 a-labeled competing nucleotide at Km and 0.5 mM of the remaining three nucleotides). The assay plates were covered and incubated at 35'C for 90 min. Reactions were then filtered through 96-well DEAE-81 filter plates via vacuum. The filter plates were then washed under vacuum with multiple volumes of 0.125 M NaHPO 4 , water, and ethanol to remove unincorporated label. Plates were then 15 counted on TopCount to assess the level of product synthesis over background controls. The IC50 value is determined using Prism fitting program. Preferably, compounds described herein inhibited NS5b polymerase with an

IC

5 0 's below 1000 ltM, more preferably below 100 pM, and most preferably below 10 pM. For example, compound TP-1 has an IC 50 of 0.15 gM against both wild type 20 HCV polymerase and the S282T mutant enzyme. Table II below shows the activity of TP-1 and TP-2 against both wild type and the S282T mutant enzyme compared to the activities obtained with the triphosphate of 2'-methyl guanidine and the triphosphate of (2R,3R,4R,5R)-2-(4-aminopyrrolo[1,2-fl[1,2,4]triazin-7-yl)-3,4 dihydroxy-5-(hydroxymethyl)-3-methyl-tetrahydrofuran-2-carbonitrile. This 25 demonstrates that replacing the 2' OH of the pyrrolo[1,2-f][1,2,4]triazin-7-yl nucleosides with a 2' F unexpectedly confers activity against resistant S282T HCV mutant strains of virus. Table II WT S282T Triphosphate IC50(uM) IC50(uM) Note 182 WO 2012/039791 PCT/US2011/029441 802.CIPF2 0 Ne O 0O O N HO6H-O -O-O O N /0 from J. Bio. Chem., OH OH OH N NH 2 0.1 20 2003, 278, 49164 (200 fold shift) HO OH 2'-C-MeGTP N O O O N I I I I I N HO-P-O-P-O-P -O N OH OH OH NH 2 0.15 0.15 (1 fold shift) HO F TP-1

NH

2 O 0 0 SN 0.525 i WO/2009/132135 HO-P-0-P-0-P-0 N (242 fold shift) OH OH OH 'CN HO OH

NH

2 O 0 0 HO--O--P-O-P -O N OH OH OH CN N 0.24 1.60 (7 fold shift) HO F TP-2

NH

2 O 0 0 HO-P0-P-O- -O OH OH OH N 0.034 HO TP-3

NH

2 O 0 0 N HO-P -0-P -0- 1-0 0 N OH OH OH N 0.30 1.6 (5.3 fold shift) HO F TP-8a 5 183 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 HCV EC5 0 Determination Replicon cells were seeded in 96-well plates at a density of 8 x 10 3 cells per well in 100 ptL of culture medium, excluding Geneticin. Compound was serially diluted in 100% DMSO and then added to the cells at a 1:200 dilution, achieving a 10 final concentration of 0.5% DMSO and a total volume of 200 tL. Plates were incubated at 37 0 C for 3 days, after which culture medium was removed and cells were lysed in lysis buffer provided by Promega's luciferase assay system. Following the manufacturer's instruction, 100 1 aL of luciferase substrate was added to the lysed cells and luciferase activity was measured in a TopCount luminometer. Preferably, 15 compounds described herein have EC5O's below 1000 tM, more preferably below 100 ptM, and most preferably below 10 piM. The activities of representative compounds of Formula I are shown in the Table III below. Table III Compound No. EC 50 , pM A-1 23 B-i 1.4-4.3 B-3 16-28 B-4 8.4-19 B-5 1.93-25.5 B-6 3.75-11.1 B-7 63-73 B-8 35-60 C-I 67-70 C-2 3.9-12 C-3 43-84 C-4 9.8-31 C-5 24-28 184 WO 2012/039791 PCT/US2011/029441 802.CIPF2 C-6 11 10 6.5-8 22 31-45 23 39.4-40.3 24 40.3-70.5 25 9.7-10 PD-A-8b 0.68 5 The cytotoxicity of a compound of the invention can be determined using the following general protocol. Metabolism Studies: 10 Applicants have observed that monophosphate prodrugs of nucleoside analogs with a nitrogen at the X 1 position can have enhanced activity over their counterparts with a carbon at the X' position. This difference in activity correlates to the amount of the active triphosphate analogs of the compounds in cells. This can be quantified by a metabolism study which quantifies the intracellular concentration of the 15 triphosphate analogs. The higher intracellular concentration of the triphosphate metabolite correlates to the prodrug with enhanced activity. For example, comparison of the prodrug compound B-7 with prodrug compound PD-A-8b shows increased activity when the Xi position is nitorgen. This can be observed in Table IlI, where the HCV EC 50 for the compound where the X 1 20 position is nitrogen (compound PD-A-8b) is 0.68 pM compared to 63-73 tM for compound B-7. The activation of prodrug analog PD-A-8b (to its triphosphate analog TP-8a) was found to be more than two orders of magnitude more efficient than that observed for its prodrug counterpart where the X1 position is carbon, B-7 (to its triphosphate analog TP-3), as seen in Table IV. 25 Experimental: 185 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 Huh-luc/neo replicon cells containing HCV genotype lb subgenomic replicons were maintained in Dulbecco's modified eagle medium containing glutamax supplemented with 10% heat inactivated fetal bovine serum, penicillin-streptomycin, and G418 disulphate salt solution. Cells were transferred to twelve well tissue culture plates by trypsonization and grown to confluency (0.88 X 106 cells/well). Cells were 10 treated for 24 hours with 10 pM nucleoside, or 10 tM prodrug. After 24 hours, cells were washed 2 times with 2.0 mL ice cold 0.9% sodium chloride saline. Cells were then scraped into 0.5 mL 70% methanol (MeOH) and frozen overnight to facilitate the extraction of nucleotide metabolites. Extracted cell material in 70% MeOH was transferred into tubes and dried. After drying, samples were resuspended in ImM 15 Ammonium phosphate pH 8.5 containing internal standard (100 nM CIATP). Intracellular levels of the nucleoside triphosphates were quantified based on authentic standard curves by liquid chromatography coupled to tandem mass spectrometry. Results 20 Table IV: Intracellular triphosphate analog concentrations formed in Huh-luc/neo replicon cells following 24 hour incubations with 10 [tM PD-A-8b and B-7. Prodrug Triphosphate Intracellular Triphosphate Analog Concentration (pmol/million) B-7 TP-3 < 0.1la _ PD-A-8b TP-8a 20.5 a Intracellular concentrations were below the lower limit of quantification of the assay. b Value is the average of results from 2 separate wells. 25 Cytotoxicity Cell Culture Assay (Determination of CC5O): The assay is based on the evaluation of cytotoxic effect of tested compounds using a metabolic substrate. Assay protocol for determination of CC50: 1. Maintain MT-2 cells in RPMI-1640 medium supplemented with 5% fetal bovine 30 serum and antibiotics. 186 WO 2012/039791 PCT/US2011/029441 802.CIPF2 5 2. Distribute the cells into a 96-well plate (20,000 cell in 100 1 iL media per well) and add various concentrations of the tested compound in triplicate (100 pL/well). Include untreated control. 3. Incubate the cells for 5 days at 37 0 C. 4. Prepare XTT solution (6 ml per assay plate) in dark at a concentration of 2mg/ml 10 in a phosphate-buffered saline pH 7.4. Heat the solution in a water-bath at 55 0 C for 5 min. Add 50 tL of N-methylphenazonium methasulfate (5 ptg/mL) per 6 mL of XTT solution. 5. Remove 100 jiL media from each well on the assay plate and add 100 iL of the XTT substrate solution per well. Incubate at 37'C for 45 to 60 min in a CO 2 15 incubator. 6. Add 20 iL of 2% Triton X-100 per well to stop the metabolic conversion of XTT. 7. Read the absorbance at 450 nm with subtracting off the background at 650 nm. 8. Plot the percentage absorbance relative to untreated control and estimate the CC50 value as drug concentration resulting in a 50% inhibition of the cell growth. 20 Consider the absorbance being directly proportional to the cell growth. All publications, patents, and patent documents cited herein above are incorporated by reference herein, as though individually incorporated by reference. The invention has been described with reference to various specific and preferred 25 embodiments and techniques. However, one skilled in the art will understand that many variations and modifications may be made while remaining within the spirit and scope of the invention. 187

Claims

1. A compound of Formula IV: R 8 N N O N Rliili''. R3 Ri R4 R2 Formula IV 10 or a pharmaceutically acceptable salt, thereof; wherein: R 1 is CH 3 or CH 2 CH 3 ; R is F; R 3 , R 4 , and R5 are each independently H, halogen, ORa, N(Ra) 2 , N 3 , CN, NO 2 , 15 S(O).Ra, (C 1 -C 8 )alkyl, (C 4 -C 8 )carbocyclylalkyl, (C 1 -C 8 )substituted alkyl, (C 2 -C 8 )alkenyl, (C 2 -C 8 )substituted alkenyl, (C 2 -C 8 )alkynyl, (C 2 -C 8 )substituted alkynyl, or aryl(C 1 -C 8 )alkyl; or any two of R 3 , R 4 or R5 on adjacent carbon atoms when taken together are O(CO)O- or when taken together with the ring carbon atoms to which they are 20 attached form a double bond; each n is independently 0, 1, or 2; each Ra is independently H, (C 1 -C 8 )alkyl, (C 2 -C 8 )alkenyl, (C 2 -C 8 )alkynyl, 11 11 12 aryl(C 1 -C 8 )alkyl, (C 4 -C 8 )carbocyclylalkyl, -C(=O)R", -C(=O)OR", -C(=O)NR" R -C(=O)SR", -S(O)R", -S(O) 2 R"l, -S(O)(OR"), -S(O) 2 (OR"), or -SO 2 NR"R1; 25 R' is H, -C(=O)R", -C(=O)OR", -C(=O)NR"R , -C(=O)SR", -S(O)R", 1112 S(O) 2 R", -S(O)(OR"), -S(0) 2 (OR"l), -SO 2 NR"R , or 188 5 Y WV2 Y is 0, S, NR, +N(O)(R), N(OR), +N(O)(OR), or N-NR 2 ; W 1 and W 2 , when taken together, are -Y 3 (C(RY) 2 ) 3 Y 3 -; or 10 one of W 1 or W 2 together with either R 3 or R 4 is -Y 3 - and the other of W1 or W2 is Formula IVa; or WI and W 2 are each, independently, a group of Formula IVa: Yi RX Y 2 p Y 2 Y2 Rx M2 Formula IVa 15 wherein: each Y' is, independently, 0, S, NR, t N(O)(R), N(OR), +N(O)(OR), or N-NR 2 ; each Y 2 is independently a bond, 0, CR 2 , NR, +N(O)(R), N(OR), +N(O)(OR), N-NR 2 , S, S-S, S(O), or S(0) 2 ; 20 each Y 3 is independently 0, S, or NR; M2 is 0, 1 or 2; each RX is a group of Formula IVb: 189 Y 1 - Y 1 Y2-- L1 y2)_ J y 2 - - 1c M1cMd 5 Mla Formula IVb wherein: each MIa, MIc, and Mi d is independently 0 or 1; 10 M12c is 0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 or 12; each Ry is independently H, -C(=Y')R, -C(=Y 1 )R', -C(=Y)OR, C(=Y 1 )N(R) 2 , -N(R) 2 , -*N(R) 3 , -SR, -S(O)R, -S(O) 2 R, -S(O) 2 R", -S(O)(OR), S(O) 2 (OR), -OC(=Y')R, -OC(=Y 1 )OR, -OC(=Y')(N(R) 2 ), -SC(=Y')R, -SC(=Y')OR, SC(=Y')(N(R) 2 ), -N(R)C(=Y 1 )R, -N(R)C(=Y')OR, -N(R)C(=Y)N(R) 2 , -SO 2 NR 2 , 15 -OR, (CI-C 8 ) alkyl, C 3 -C 20 carbocyclyl, heteroarylalkyl; wherein each (CI-C 8 ) alkyl, (C 2 -C 8 )alkenyl, (C 2 -C 8 ) alkynyl, C 6 -C 20 aryl, C 3 -C 20 carbocyclyl, C 2 -C 20 heterocyclyl, arylalkyl, or heteroarylalkyl is optionally substituted with 1-3 R 20 groups; or when taken together, two RY on the same carbon atom form a carbocyclic 20 ring of 3 to 7 carbon atoms; each R is independently H, (C 1 -C 8 ) alkyl,C 3 -C 2 0 carbocyclyl; i 12 1 11 1 11 12 i each R 8 is halogen, NR"1R , N(R")OR", NR"NR"R , OR" or S(O)nR"; each R 9 is independently H, halogen, NR 1 "R 12 or S(O)nR"; each R1 or R12 is independently H, (CI-C 8 )alkyl, (C 2 -C 8 )alkenyl, (C 2 25 C 8 )alkynyl, (C 4 -C 8 )carbocyclylalkyl, optionally substituted aryl, optionally substituted heteroaryl, -C(=O)(C1-Cs)alkyl, -S(O)n(C1-Cs)alkyl or aryl(CI-Cs)alkyl; or R 1 and R 12 taken together with a nitrogen to which they are both attached form a 3 to 7 membered heterocyclic ring wherein any one carbon atom of said heterocyclic ring can optionally be replaced with -0-, -S- or -NRb; 190 5 each R 13 is independently a carbocycle or heterocycle optionally substituted with 1-3 R 20 groups; each R 2 0 is independently, halogen, CN, N 3 , N(R) 2 , OR, -SR, -S(O)R, -S(0) 2 R, -S(O)(OR), -S(O) 2 (OR), -C(=Y)R, -C(=Y)OR, or C(=Yl)N(R) 2 ; wherein each (CI-Cs)alkyl, (C 2 -Cs)alkenyl, (C2-C 8 )alkynyl or aryl(Ci-C 8 )alkyl 10 of each R 1 , R 3 , R 4 , R', R6, R" or R" is, independently, optionally substituted with one or more halo, hydroxy, CN, N 3 , N(Rb) 2 or OR; and wherein one or more of the non terminal carbon atoms of each said (CI-Cs)alkyl may be optionally replaced with -0-, or --NRb; each Rb is independently H, (Ci-C 8 )alkyl, (C 2 -Cs)alkenyl, (C2-C 8 )alkynyl, 15 aryl(CI-Cs)alkyl, (C 4 -C 8 )carbocyclylalkyl, -C(=O)R 2 1 , -C(=0)OR 2 1 , -C(=O)NR 2 R, -C(=O)SR, -S(O)R 2 ', -S(O) 2 R, -S(O)(OR 2 1 ), -S(O) 2 (OR 2 1 ), or -SO 2 N 2 R 22 ; and each R or R is independently H, (CI-C 8 )alkyl, (C2-C 8 )alkenyl, (C 2 Cs)alkynyl, (C 4 -Cs)carbocyclylalkyl, -C(=O)(Ci-Cs)alkyl, -S(O).(CI-C 8 )alkyl or aryl(CI-C 8 )alkyl. 20

2. The compound according to claim 1 wherein each Y and Y' is 0.

3. The compound according to claim 1 or claim 2 wherein R 4 is ORa 25

4. The compound according to claim 1 wherein R 7 is Y W wherein Y is -0-; Wi is Formula IVaand W 2 together with R 4 is -0-. 30

5. The compound according to claim 1 represented by Formula V: 191 R8 N N N R7-O R9 H R 5 Formula V wherein R 1 is methyl or ethynyl, and R 4 is ORa. 10

6. The compound according to claim 5 wherein R 7 is H or 0 W 15

7. The compound according to claim 1 with the following structures: 192 NH 2 R R0 N O HN-P-O O N O N Ar - 5 HO R R ~NH 2 91 N 0 HN-P-O-\ O N ArO R O NH 2 NH 2 N, NH2N R N N, R S R N N Ny F R- RY0 NNH N --N RN SRR H N, O Ar- -O0N R 0 N 1-\ 0 R O-P0 0 N 1 Hd F. NN 0N R R R0 N NH 2 y NN \ RO-- ~ R. I NPO NNN 00 HO6

8. A compound of Formula VI: 193 NH 2 N O N 5 R4 Formula VI or a pharmaceutically acceptable salt, thereof; wherein: 10 R 4 is ORa; each n is independently 0, 1, or 2; each Ra is independently H, (CI-C 8 )alkyl, (C 2 -C 8 )alkenyl, (C 2 -C 8 )alkynyl, aryl(C 1 -Cs)alkyl, (C 4 -C 8 )carbocyclylalkyl, -C(=O)R", -C(=O)OR", -C(=O)NR"R1, -C(=O)SR", -S(O)R", -S(O) 2 R 1, -S(O)(OR"), -S(O) 2 (OR"), or -SO 2 NR"R1; 15 R' is H, -C(=0)R", -C(=O)OR", -C(=O)NR"R , -C(=O)SR", -S(O)R", S(O) 2 R", -S(O)(OR"), -S(O) 2 (OR"), -SO 2 NR"R , or Y W/ W 20 Y is 0, S, NR, *N(O)(R), N(OR), +N(O)(OR), or N-NR 2 ; W 1 and W 2 , when taken together, are -Y 3 (C(R ) 2 ) 3 Y 3 -; or one of W 1 or W 2 together with R 4 is -Y 3 - and the other of W' or W 2 is Formula VIa; or 194 5 W1 and W 2 are each, independently, a group of Formula VIa: Yi Rx y 2 RX M2 Formula VIa wherein: each Y' is, independently, 0, S, NR, *N(O)(R), N(OR), *N(O)(OR), or 10 N-NR 2 ; each Y2 is independently a bond, 0, CR 2 , NR, *N(O)(R), N(OR), *N(O)(OR), N-NR 2 , S, S-S, S(O), or S(O) 2 ; each Y 3 is independently 0, S, or NR; M2 is 0, 1 or 2; 15 each R' is a group of Formula VIb: S 1 RY RY v Y2 vi 2y2 M12c M1c Mid Mla Formula VIb wherein: 20 each MIa, Mlc, and Ml d is independently 0 or 1; M12c is 0, 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 or 12; each RY is independently H, F, Cl, Br, I, OH, -C(=Y')R, -C(=Y)R', C(=Y')OR, -C(=Y')N(R) 2 , -N(R) 2 , -*N(R) 3 , -SR, -S(O)R, -S(O) 2 R, -S(O) 2 R, S(O)(OR), -S(O) 2 (OR), -OC(=Y')R, -OC(=Y')OR, -OC(=Y')(N(R) 2 ), -SC(=Y)R, 195 5 SC(=Y')OR, -SC(=Y )(N(R) 2 ), -N(R)C(=Y )R, -N(R)C(=Y 1 )OR, -N(R)C(=Y )N(R) 2 , -SO 2 NR 2 , -CN, -N 3 , -NO 2 , -OR, (C 1 -C 8 ) alkyl, (C 2 -C 8 )alkenyl, (C 2 -C 8 ) alkynyl, C 6 -C 2 0 aryl, C 3 -C 2 0 carbocyclyl, C 2 -C 20 heterocyclyl, arylalkyl, heteroarylalkyl; wherein each (CI-C 8 ) alkyl, (C 2 -C 8 )alkenyl, (C 2 -C 8 ) alkynyl, C 6 -C 2 0 aryl, C 3 -C 2 0 carbocyclyl, C 2 -C 20 heterocyclyl, arylalkyl, or heteroarylalkyl 10 is optionally substituted with 1-3 R 20 groups; each R is independently H, (C 1 -C 8 ) alkyl, (C 2 -C 8 )alkenyl, (C 2 -C 8 ) alkynyl, C 6 -C 2 0 aryl, C 3 -C 2 0 carbocyclyl, C 2 -C 20 heterocyclyl, or arylalkyl; each R" or R is independently H, (CI-C 8 )alkyl, (C 2 -C 8 )alkenyl, (C 2 C 8 )alkynyl, (C 4 -C 8 )carbocyclylalkyl, optionally substituted aryl, optionally 15 substituted heteroaryl, -C(=O)(Ci-C 8 )alkyl, -S(O).(CI-C 8 )alkyl or aryl(C1-C 8 )alkyl; each R' 3 is independently a carbocycle or heterocycle optionally substituted with 1-3 R 20 groups; each R 20 is independently, halogen, CN, N 3 , N(R) 2 , OR, -SR, -S(O)R, -S(O) 2 R, -S(O)(OR), -S(O) 2 (OR), -C(=Y')R, -C(=Y')OR, or C(=Y')N(R)2; 20 wherein each (Ci-C 8 )alkyl, (C 2 -C 8 )alkenyl, (C 2 -C 8 )alkynyl or aryl(CI-Cs)alkyl of each R, R" or R12 is, independently, optionally substituted with one or more halo, hydroxy, CN, N 3 , N(R )2 or ORb; and wherein one or more of the non-terminal carbon atoms of each said (C 1 -C 8 )alkyl may be optionally replaced with -0-, -S- or -NR each Rb is independently H, (Ci-C 8 )alkyl, (C 2 -C 8 )alkenyl, (C 2 -C 8 )alkynyl, 25 aryl(C 1 -C 8 )alkyl, (C 4 -C 8 )carbocyclylalkyl, -C(=0)R, -C(=0)OR , -C(=0)NR R2, -C(=O)SR 2 ', -S(O)R , -S(O) 2 R 2 ', -S(O)(OR ), -S(O) 2 (OR ), or -SO 2 NR R ; and each R or R 22 is independently H, (CI-C 8 )alkyl, (C 2 -C 8 )alkenyl, (C 2 C 8 )alkynyl, (C 4 -C 8 )carbocyclylalkyl, -C(=O)(C 1 -C 8 )alkyl, -S(O),(CI-C 8 )alkyl or aryl(C1-C 8 )alkyl. 30

9. The compound according to claim 8 wherein: Ra is H, (C 1 -C 8 )alkyl, or -C(=0)(C-C 6 )alkyl; R 7 or R 7 together with W is 196 5 HR R0 H--O- O HN 1 HN-P OH O - 1-3 Ar R R a a 0 RY- O- b R ,N O b 0Y0'jANP 0Ot N-P , 0 H 0 R'~ 0 RY S R RY 0 R R O R R O-P-0-1 0 R R HN-P N 0 R R ,or Ar' 10 wherein a is the point of attachement to Ri; b is the point of attachement to R4 Ar is phenyl or naphthyl, wherein the phenyl and naphthyl are optionally substituted with 1-3 R20 groups; 15 each R is independently (CI-C 8 ) alkyl or C 5 -C 6 carbocyclyl, wherein the alkyl and carbocyclyl are optionally substituted with 1-3 R 20 groups; each R is independently H, (C 1 -C 6 ) alkyl, or arylalkyl; and each R 2 0 is independently halogen, CN, N(R) 2 , OR, -SR, -S(O)R, -S(O) 2 R, S(O)(OR), -S(O) 2 (OR), -C(=0)R, -C(=O)OR, or C(=O)N(R) 2 . 20

10. A compound having a structure: 197 N NH 2 NH 2 'NO :0 N 0 0 0 N N rNHN- 0 N 0 N) HO-P-O--0--0 0 N, 0N OH OH OH N 5 HO HO NH 2 NH 2 N-- O NQ N- N N N N HNNP- O HN -O N Hd N 10 H6 NH 2 NH 2 N 0N N N 0K N-P-O N, HN-P-O 0 a N, O N - N HO6 HOF NH 2 -,0N NH 2 O N 0 HN-PO N, 019 IN 0' N O o HN-PO 0 NN H6 10 b NH 2 NH 2 0 3N N" 0- HN-PO N, O HNO P- NN I N A 0 0 0F 198 N NH 2 NH 2 0 HN-P-O O, N- 0-O~ 5 0 0 1 NH 2 N N O NH 2 o HN-P-0 N HN- -0NN IN I N- -O N 6 O N H 2 H2 N 1 O HN-P- ' N N N N rHN-P-OV N,) u i N OH- 0 0u NH 2 NH 2 O N ON 'N lq-N N O N O 1 N 100 NH 2 NH 2 N r-NNN 'N N, 0' N , -i N N N N N -d N-P " - 0 0 0 0 N NH2 199 NH 2 NH 2 Ns N N N \NS) 0N N N O a FP N-P- $~ o -- H 11 F 5 a , , HO NH 2 S N NH N ,or NH 2 O N N. 0' N a HN-PO O N. N N HO 10 or a pharmaceutically acceptable salt, thereof.

11. A pharmaceutical composition comprising a therapeutically effective amount of a compound of any one of claims 1 to 10 and a pharmaceutically 15 acceptable carrier.

12. The pharmaceutical composition of claim 11 further comprising at least one additional therapeutic agent selected from the group consisting of interferons, ribavirin or its analogs, HCV NS3 protease inhibitors, NS5a inhibitors, 20 alpha-glucosidase 1 inhibitors, hepatoprotectants, mevalonate decarboxylase antagonists, antagonists of the renin-angiotensin system, endothelin antagonists, other anti-fibrotic agents, nucleoside or nucleotide inhibitors of HCV NS5B polymerase, 200 5 non-nucleoside inhibitors of HCV NS5B polymerase, HCV NS5A inhibitors, TLR-7 agonists, cyclophillin inhibitors, HCV IRES inhibitors, pharmacokinetic enhancers and other drugs for treating HCV; or mixtures thereof.

13. A method of treating a Flaviviridae virus infection comprising 10 administering to a mammal in need thereof a therapeutically effective amount of a compound of any one of claims I to 10.

14. The method of claim 13 wherein the viral infection is a Hepatitis C virus infection. 15

15. The method of claim 14 wherein the viral infection is caused by a S282T mutant of Hepatitis C virus.

16. The method of any one of claims 13 to 15 further comprising 20 administering at least one additional therapeutic agent selected from the group consisting of interferons, ribavirin or its analogs, HCV NS3 protease inhibitors, NS5a inhibitors, alpha-glucosidase 1 inhibitors, hepatoprotectants, mevalonate decarboxylase antagonists, antagonists of the renin-angiotensin system, endothelin antagonists, other anti-fibrotic agents, nucleoside or nucleotide inhibitors of HCV 25 NS5B polymerase, non-nucleoside inhibitors of HCV NS5B polymerase, HCV NS5A inhibitors, TLR-7 agonists, cyclophillin inhibitors, HCV IRES inhibitors, pharmacokinetic enhancers and other drugs for treating HCV; or mixtures thereof.

17. Use of a compound of any one of claims I to 10 in the preparation of a 30 medicament for the treatment of Flaviviridae virus infection.

18. Use according to claim 17, wherein the viral infection is a Hepatitis virus infection. 201 5

19. Use according to claim 18, wherein the viral infection is caused by a S282T mutant of Hepatitis C virus.

20. A compound according to any one of claims 1, 5, 7, 8 and 10, substantially as herein described. 202