# US 11,999,752 B2 · Vinyl imidazole compounds as inhibitors of KRAS

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- Number: US 11,999,752 B2
- Document ID: US11999752B2
- Status: Granted
- Kind: B2
- Application number: 17/458,964
- Filed: 2021-08-27
- Published: 2022-03-03
- Granted: 2024-06-04
- Earliest claimed: 2020-08-28
- Assignees: Incyte Corporation
- Applicants: Incyte Corporation
- Inventors: Peter Carlsen; Xiaozhao Wang; Alexander Sokolsky; Pei Gan; Rocco Policarpo; Wenqing Yao
- Web page: https://patentgrep.com/patent/US11999752B2

## CPC

- C07D 487/04: Ortho-condensed systems
- C07D 519/00: Heterocyclic compounds containing more than one system of two or more relevant hetero rings condensed among themselves or condensed with a common carbocyclic ring system not provided for in groups C07D453/00 or C07D455/00
- A61P 35/00: Antineoplastic agents
- C07D 455/02: containing not further condensed quinolizine ring systems
- C07D 487/02: in which the condensed system contains two hetero rings
- C07D: HETEROCYCLIC COMPOUNDS (macromolecular compounds C08)
- A61P: SPECIFIC THERAPEUTIC ACTIVITY OF CHEMICAL COMPOUNDS OR MEDICINAL PREPARATIONS

## Abstract

Disclosed are compounds of Formula I, methods of using the compounds for inhibiting KRAS activity and pharmaceutical compositions comprising such compounds. The compounds are useful in treating, preventing or ameliorating diseases or disorders associated with KRAS activity such as cancer.

## Claims

### Claim 1

A compound having Formula II:
or a pharmaceutically acceptable salt thereof, wherein:
represents a single bond or a double bond;
X is N or CR7;
R1 is selected from H, D, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, 5-10 membered heteroaryl, halo, CN, ORa1, SRa1, C(O)Rb1, C(O)NRc1Rd1, C(O)ORa1, OC(O)Rb1, OC(O)NRc1Rd1, NRc1Rd1, NRc1C(O)Rb1, NRc1C(O)ORa1, NRc1C(O)NRc1Rd1, NRc1S(O)Rb1, NRc1S(O)2Rb1, NRc1S(O)2NRc1Rd1, S(O)Rb1, S(O)NRc1Rd1, S(O)2Rb1, S(O)2NRc1Rd1, and BRh1Ri1; wherein said C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from Rg;
R2 is halo;
Cy is selected from C6-10 aryl and 5-10 membered heteroaryl; wherein the 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl is optionally substituted by oxo to form a carbonyl group; and wherein the C6-10 aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, or 3 substituents independently selected from R10;
when of R3NCR4 represents a single bond, R4 is selected from ═O and ═S; and
R3 is selected from H, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, 5-10 membered heteroaryl, C3-10 cycloalkyl-C1-3 alkylene, 4-10 membered heterocycloalkyl-C1-3 alkylene, C6-10 aryl-C1-3 alkylene, and 5-10 membered heteroaryl-C1-3 alkylene; wherein said C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, 5-10 membered heteroaryl, C3-10 cycloalkyl-C1-3 alkylene, 4-10 membered heterocycloalkyl-C1-3 alkylene, C6-10 aryl-C1-3 alkylene and 5-10 membered heteroaryl-C1-3 alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R30;
when of R3NCR4 is a double bond, then R3 is absent; and
R4 is selected from H, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, 5-10 membered heteroaryl, C3-10 cycloalkyl-C1-3 alkylene, 4-10 membered heterocycloalkyl-C1-3 alkylene, C6-10 aryl-C1-3 alkylene, 5-10 membered heteroaryl-C1-3 alkylene, halo, D, CN, NO2, ORa3, SRa3, C(O)Rb3, C(O)NRc3Rd3, C(O)ORa3, OC(O)Rb3, OC(O)NRc3Rd3, NRc3Rd3, NRc3C(O)Rb3, NRc3C(O)ORa3, NRc3C(O)NRc3Rd3, C(═NRe3)Rb3, C(═NORa3)Rb3, C(═NRe3)NRc3Rd3, NRc3C(═NRe3)NRc3Rd3, NRc3C(═NRe3)Rb3, NRc3S(O)Rb3, NRc3S(O)2Rb3, NRc3S(O)2NRc3Rd3, S(O)Rb3, S(O)NRc3Rd3, S(O)2Rb3, S(O)2NRc3Rd3, and BRh3Ri3; wherein said C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, 5-10 membered heteroaryl, C3-10 cycloalkyl-C1-3 alkylene, 4-10 membered heterocycloalkyl-C1-3 alkylene, C6-10 aryl-C1-3 alkyleneand 5-10 membered heteroaryl-C1-3 alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R30;
each R5 is independently selected from C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, 5-10 membered heteroaryl, C3-10 cycloalkyl-C1-3 alkylene, 4-10 membered heterocycloalkyl-C1-3 alkylene, C6-10 aryl-C1-3 alkylene, 5-10 membered heteroaryl-C1-3 alkylene, halo, D, CN, NO2, ORa5, SRa5, C(O)Rb5, C(O)NRc5Rd5, C(O)ORa5, OC(O)Rb5, OC(O)NRc5Rd5, NRc5Rd5, NRc5C(O)Rb5, NRc5C(O)ORa5, NRc5C(O)NRc5Rd5, C(═NRe5)Rb5, C(═NORa5)Rb5, C(═NRe5)NRc5Rd5, NRc5C(═NRe5)NRc5Rd5, NRc5C(═NRe5)Rb5, NRc5S(O)Rb5, NRc5S(O)2Rb5, NRc5S(O)2NRc5Rd5, S(O)Rb5, S(O)NRc5Rd5, S(O)2Rb5, S(O)2NRc5Rd5, and BRh5 Ri5 ; wherein said C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, 5-10 membered heteroaryl, C3-10 cycloalkyl-C1-3 alkylene, 4-10 membered heterocycloalkyl-C1-3 alkylene, C6-10 aryl-C1-3 alkylene and 5-10 membered heteroaryl-C1-3 alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R50;
n is 0, 1, 2, 3, 4, 5, or 6;
each RY and RW is independently selected from H, C1-6 alkyl, C2-6 alkenyl, C3-10 cycloalkyl; wherein said C1-6 alkyl, C2-6 alkenyl, C3-10 cycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R60;
R7 is selected from H or halo;
each R10 is independently selected from C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, 5-10 membered heteroaryl, C3-10 cycloalkyl-C1-3 alkylene, 4-10 membered heterocycloalkyl-C1-3 alkylene, C6-10 aryl-C1-3 alkylene, 5-10 membered heteroaryl-C1-3 alkylene, halo, D, CN, NO2, ORa10, SRa10, C(O)Rb10, C(O)NRc10Rd10, C(O)ORa10, OC(O)Rb10, OC(O)NRc10Rd10, NRc10Rd10, NRc10C(O)Rb10, NRc10C(O)ORa10, NRc10C(O)NRc10Rd10, C(═NRe10)Rb10, C(═NORa10)Rb10, C(═NRe10)NRc10Rd10, NRc10C(═NRe10)NRc10Rd10, NRc10C(═NRe10)Rb10, NRc10S(O)Rb10, NRc10S(O)2Rb10, NRc10S(O)2NRc10Rd10, S(O)Rb10, S(O)NRc10Rd10, S(O)2NRc10Rd10, and BRh10Ri10; wherein said C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, 5-10 membered heteroaryl, C3-10 cycloalkyl-C1-3 alkylene, 4-10 membered heterocycloalkyl-C1-3 alkylene, C6-10 aryl-C1-3 alkylene and 5-10 membered heteroaryl-C1-3 alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R11;
each R11 is independently selected from C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, 5-10 membered heteroaryl, C3-10 cycloalkyl-C1-3 alkylene, 4-10 membered heterocycloalkyl-C1-3 alkylene, C6-10 aryl-C1-3 alkylene, 5-10 membered heteroaryl-C1-3 alkylene, halo, D, CN, ORa11, SRa11, C(O)Rb11, C(O)NRc11Rd11, C(O)ORa11, OC(O)Rb11, OC(O)NRc11Rd11, NRc11Rd11, NRc11C(O)Rb11, NRc11C(O)ORa11, NRc11C(O)NRc11Rd11, NRc11S(O)Rb11, NRc11S(O)2Rb11, NRc11S(O)2NRc11Rd11, S(O)Rb11, S(O)NRc11Rd11, S(O)2Rb11, S(O)2NRc11Rd11, and BRh11Ri11; wherein said C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, 5-10 membered heteroaryl, C3-10 cycloalkyl-C1-3 alkylene, 4-10 membered heterocycloalkyl-C1-3 alkylene, C6-10 aryl-C1-3 alkylene and 5-10 membered heteroaryl-C1-3 alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R12;
each R12 is independently selected from C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C3-6 cycloalkyl, phenyl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, ORa12, SRa12, C(O)Rb12, C(O)NRc12Rd12, C(O)ORa12, OC(O)Rb12, OC(O)NRc12Rd12, NRc12Rd12, NRc12C(O)Rb12, NRc12C(O)ORa12, NRc12C(O)NRc12Rd12, NRc12S(O)Rb12, NRc12S(O)2Rb12, NRc12S(O)2NRc12Rd12, S(O)Rb12, S(O)NRc12Rd12, S(O)2Rb12, S(O)2NRc12Rd12, and BRh12Ri12; wherein said C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C3-6 cycloalkyl, phenyl, 5-6 membered heteroaryl, and 4-7 membered heterocycloalkyl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from Rg;
each R30 is independently selected from C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, 5-10 membered heteroaryl, C3-10 cycloalkyl-C1-3 alkylene, 4-10 membered heterocycloalkyl-C1-3 alkylene, C6-10 aryl-C1-3 alkylene, 5-10 membered heteroaryl-C1-3 alkylene, halo, D, CN, NO2, ORa30, SRa30, C(O)Rb30, C(O)NRc30Rd30, C(O)ORa30, OC(O)Rb30, OC(O)NRc30Rd30, NRc30Rd30, NRc30C(O)Rb30, NRc30C(O)ORa30, NRc30C(O)NRc30Rd30, NRc30S(O)Rb30, NRc30S(O)2Rb30, NRc30S(O)2NRc30Rd30, S(O)Rb30, S(O)NRc30Rd30, S(O)2Rb30, S(O)2NRc30Rd30, and BRh30Ri30; wherein said C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, 5-10 membered heteroaryl, C3-10 cycloalkyl-C1-3 alkylene, 4-10 membered heterocycloalkyl-C1-3 alkylene, C6-10 aryl-C1-3 alkylene and 5-10 membered heteroaryl-C1-3 alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R31;
each R31 is independently selected from C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, 5-10 membered heteroaryl, C3-10 cycloalkyl-C1-3 alkylene, 4-10 membered heterocycloalkyl-C1-3 alkylene, C6-10 aryl-C1-3 alkylene, 5-10 membered heteroaryl-C1-3 alkylene, halo, D, CN, NO2, ORa31, SRa31, C(O)Rb31, C(O)NRc31Rd31, C(O)ORa31, OC(O)Rb31, OC(O)NRc31Rd31, NRc31Rd31, NRc31C(O)Rb31, NRc31C(O)ORa31, NRc31C(O)NRc31Rd31, NRc31S(O)Rb31, NRc31S(O)2Rb31, NRc31S(O)2NRc31Rd31, S(O)Rb31, S(O)NRc31Rd31, S(O)2Rb31, S(O)2NRc31Rd31, and BRh31Ri31; wherein said C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, 5-10 membered heteroaryl, C3-10 cycloalkyl-C1-3 alkylene, 4-10 membered heterocycloalkyl-C1-3 alkylene, C6-10 aryl-C1-3 alkylene and 5-10 membered heteroaryl-C1-3 alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R32;
each R32 is independently selected from C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C3-6 cycloalkyl, phenyl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, ORa32, SRa32, C(O)Rb32, C(O)NRc32Rd32, C(O)ORa32, OC(O)Rb32, OC(O)NRc32Rd32, NRc32Rd32, NRc32C(O)Rb32, NRc32C(O)ORa32, NRc32C(O)NRc32Rd32, NRc32S(O)Rb32, NRc32S(O)2Rb32, NRc32S(O)2NRc32Rd32, S(O)Rb32, S(O)NRc32Rd32, S(O)2Rb32, S(O)2NRc32Rd32, and BRh32Ri32; wherein said C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C3-6 cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from Rg;
each R50 is independently selected from C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, 5-10 membered heteroaryl, C3-10 cycloalkyl-C1-3 alkylene, 4-10 membered heterocycloalkyl-C1-3 alkylene, C6-10 aryl-C1-3 alkylene, 5-10 membered heteroaryl-C1-3 alkylene, halo, D, CN, ORa50, SRa50, C(O)Rb50, C(O)NRc50Rd50, C(O)ORa50, OC(O)Rb50, OC(O)NRc50Rd50, NRc50Rd50, NRc50C(O)Rb50, NRc50C(O)ORa50, NRc50C(O)NRc50Rd50, NRc50S(O)Rb50, NRc50S(O)2Rb50, NRc50S(O)2NRc50Rd50, S(O)Rb50, S(O)NRc50Rd50, S(O)2Rb50, S(O)2NRc50Rd50, and BRh50Ri50; wherein said C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, 5-10 membered heteroaryl, C3-10 cycloalkyl-C1-3 alkylene, 4-10 membered heterocycloalkyl-C1-3 alkylene, C6-10 aryl-C1-3 alkylene and 5-10 membered heteroaryl-C1-3 alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from Rg;
each R60 is independently selected from C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, 5-10 membered heteroaryl, C3-10 cycloalkyl-C1-3 alkylene, 4-10 membered heterocycloalkyl-C1-3 alkylene, C6-10 aryl-C1-3 alkylene, 5-10 membered heteroaryl-C1-3 alkylene, halo, D, CN, ORa60, SRa60, C(O)Rb60, C(O)NRc60Rd60, C(O)ORa60, OC(O)Rb60, OC(O)NRc60Rd60, NRc60Rd60, NRc60C(O)Rb60, NRc60C(O)ORa60, NRc60C(O)NRc60Rd60, NRc60S(O)Rb60, NRc60S(O)2Rb60, NRc60S(O)2NRc60Rd60, S(O)Rb60, S(O)NRc60Rd60, S(O)2Rb60, S(O)2NRc60Rd60, and BRh60Ri60; wherein said C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, 5-10 membered heteroaryl, C3-10 cycloalkyl-C1-3 alkylene, 4-10 membered heterocycloalkyl-C1-3 alkylene, C6-10 aryl-C1-3 alkylene and 5-10 membered heteroaryl-C1-3 alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R61;
each R61 is independently selected from C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C3-6 cycloalkyl, phenyl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, ORa61, SRa61, C(O)Rb61, C(O)NRc61Rd61, C(O)ORa61, OC(O)Rb61, OC(O)NRc61Rd61, NRc61Rd61, NRc61C(O)Rb61, NRc61C(O)ORa61, NRc61C(O)NRc61Rd61, NRc61S(O)Rb61, NRc61S(O)2Rb61, NRc61S(O)2NRc61Rd61, S(O)Rb61, S(O)NRc61Rd61, S(O)2Rb61, S(O)2NRc61Rd61, and BRh61Ri61; wherein said C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C3-6 cycloalkyl, phenyl, 5-6 membered heteroaryl, and 4-7 membered heterocycloalkyl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from Rg;
each Ra1, Rb1, Rc1, and Rd1 is independently selected from H, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl and 5-10 membered heteroaryl; wherein said C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from Rg;
or any Rc1 and Rd1 attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from Rg;
each Rh1 and Ri1 is independently selected from OH, C1-6 alkoxy, and C1-6 haloalkoxy; or any Rh1 and Ri1 attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C1-6 alkyl and C1-6 haloalkyl;
each Ra3, Rb3, Rc3 and Rd3 is independently selected from H, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, 5-10 membered heteroaryl, C3-10 cycloalkyl-C1-3 alkylene, 4-10 membered heterocycloalkyl-C1-3 alkylene, C6-10 aryl-C1-3 alkylene, and 5-10 membered heteroaryl-C1-3 alkylene; wherein said C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, 5-10 membered heteroaryl, C3-10 cycloalkyl-C1-3 alkylene, 4-10 membered heterocycloalkyl-C1-3 alkylene, C6-10 aryl-C1-3 alkylene, and 5-10 membered heteroaryl-C1-3 alkylene, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R30;
or any Rc3 and Rd3 attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R30;
each Re3 is independently selected from H, CN, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C1-6 alkylthio, C1-6 alkylsulfonyl, C1-6 alkylcarbonyl, C1-6 alkylaminosulfonyl, carbamyl, C1-6 alkylcarbamyl, di(C1-6 alkyl)carbamyl, aminosulfonyl, C1-6 alkylaminosulfonyl and di(C1-6 alkyl)aminosulfonyl;
each Rh3 and Ri3 is independently selected from OH, C1-6 alkoxy, and C1-6 haloalkoxy; or any Rh3 and Ri3 attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C1-6 alkyl and C1-6 haloalkyl;
each Ra5, Rb5, Rc5 and Rd5 is independently selected from H, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl and 5-10 membered heteroaryl; wherein said C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R50;
or any Rc5 and Rd5 attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R50;
each Re5 is independently selected from H, CN, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C1-6 alkylthio, C1-6 alkylsulfonyl, C1-6 alkylcarbonyl, C1-6 alkylaminosulfonyl, carbamyl, C1-6 alkylcarbamyl, di(C1-6 alkyl)carbamyl, aminosulfonyl, C1-6 alkylaminosulfonyl and di(C1-6 alkyl)aminosulfonyl;
each Rh5 and Ri5 is independently selected from OH, C1-6 alkoxy, and C1-6 haloalkoxy; or any Rh5 and Ri5 attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C1-6 alkyl and C1-6 haloalkyl;
each Ra10, Rb10, Rc10 and Rd10 is independently selected from H, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl and 5-10 membered heteroaryl; wherein said C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R11;
or any Rc10 and Rd10 attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R11;
each Re10 is independently selected from H, CN, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C1-6 alkylthio, C1-6 alkylsulfonyl, C1-6 alkylcarbonyl, C1-6 alkylaminosulfonyl, carbamyl, C1-6 alkylcarbamyl, di(C1-6 alkyl)carbamyl, aminosulfonyl, C1-6 alkylaminosulfonyl and di(C1-6 alkyl)aminosulfonyl;
each Rh10 and Ri10 is independently selected from OH, C1-6 alkoxy, and C1-6 haloalkoxy; or any Rh10 and Ri10 attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C1-6 alkyl and C1-6 haloalkyl;
each Ra11, Rb11, Rc11, Rd11 is independently selected from H, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C3-6 cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C1-6 alkyl C2-6 alkenyl, C2-6 alkynyl, C3-6 cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R12;
or any Rc11 and Rd11 attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R12;
each Rh11 and Ri11 is independently selected from OH, C1-6 alkoxy, and C1-6 haloalkoxy; or any Rh11 and Ri11 attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C1-6 alkyl and C1-6 haloalkyl;
each Ra12, Rb12, Rc12 and Rd12, is independently selected from H, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl and C1-6 haloalkyl; wherein said C1-6 alkyl, C2-6 alkenyl and C2-6 alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from Rg;
each Rh12 and Ri12 is independently selected from OH, C1-6 alkoxy, and C1-6 haloalkoxy; or any Rh12 and Ri12 attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C1-6 alkyl and C1-6 haloalkyl;
each Ra20, Rb20, Rc20 and Rd20 is independently selected from H, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl and 5-10 membered heteroaryl; wherein said C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R21;
or any Rc20 and Rd20 attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R21;
each Rh20 and Ri20 is independently selected from OH, C1-6 alkoxy, and C1-6 haloalkoxy; or any Rh20 and Ri20 attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C1-6 alkyl and C1-6 haloalkyl;
each Ra30, Rb30, Rc30 and Rd30 is independently selected from H, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl and 5-10 membered heteroaryl; wherein said C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R31;
or any Rc30 and Rd30 attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R31;
each Rh30 and Ri30 is independently selected from OH, C1-6 alkoxy, and C1-6 haloalkoxy; or any Rh30 and Ri30 attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C1-6 alkyl and C1-6 haloalkyl;
each Ra31, Rb31, Rc31 and Rd31, is independently selected from H, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C3-6 cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C1-6 alkyl C2-6 alkenyl, C2-6 alkynyl, C3-6 cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R32;
or any Rc31 and Rd31 attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R32;
each Rh31 and Ri31 is independently selected from OH, C1-6 alkoxy, and C1-6 haloalkoxy; or any Rh31 and Ri31 attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C1-6 alkyl and C1-6 haloalkyl;
each Ra32, Rb32, Rc32, Rd32, is independently selected from H, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl and C1-6 haloalkyl; wherein said C1-6 alkyl, C2-6 alkenyl and C2-6 alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from Rg;
each Rh32 and Ri32 is independently selected from OH, C1-6 alkoxy, and C1-6 haloalkoxy; or any Rh32 and Ri32 attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C1-6 alkyl and C1-6 haloalkyl;
each Ra50, Rb50, Rc50, Rd50, is independently selected from H, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C1-6 haloalkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, and 5-10 membered heteroaryl; wherein said C1-6 alkyl C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from Rg;
or any Rc50 and Rd50 attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from Rg;
each Rh50 and Ri50 is independently selected from OH, C1-6 alkoxy, and C1-6 haloalkoxy; or any Rh50 and Ri50 attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C1-6 alkyl and C1-6 haloalkyl;
each Ra60, Rb60, Rc60 and Rd60, is independently selected from H, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C3-6 cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C1-6 alkyl C2-6 alkenyl, C2-6 alkynyl, C3-6 cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R61;
or any Rc60 and Rd60 attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R61;
each Rh60 and Ri60 is independently selected from OH, C1-6 alkoxy, and C1-6 haloalkoxy; or any Rh60 and Ri60 attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C1-6 alkyl and C1-6 haloalkyl;
each Ra61, Rb61, Rc61 and Rd61, is independently selected from H, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl and C1-6 haloalkyl; wherein said C1-6 alkyl, C2-6 alkenyl and C2-6 alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from Rg;
each Rh61 and Ri61 is independently selected from OH, C1-6 alkoxy, and C1-6 haloalkoxy; or any Rh61 and Ri61 attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C1-6 alkyl and C1-6 haloalkyl; and
each Rgis independently selected from D, OH, NO2, CN, halo, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C3-6 cycloalkyl, C3-6 cycloalkyl-C1-2 alkylene, C1-6 alkoxy, C1-6 haloalkoxy, C1-3 alkoxy-C1-3 alkyl, C1-3 alkoxy-C1-3 alkoxy, HO-C1-3 alkoxy, HO-C1-3 alkyl, cyano-C1-3 alkyl, H2N-C1-3 alkyl, amino, C1-6 alkylamino, di(C1-6 alkyl)amino, thio, C1-6 alkylthio, C1-6 alkylsulfinyl, C1-6 alkylsulfonyl, carbamyl, C1-6 alkylcarbamyl, di(C1-6 alkyl)carbamyl, carboxy, C1-6 alkylcarbonyl, C1-6 alkoxycarbonyl, C1-6 alkylcarbonylamino, C1-6 alkoxycarbonylamino, C1-6 alkylcarbonyloxy, aminocarbonyloxy, C1-6 alkylaminocarbonyloxy, di(C1-6 alkyl)aminocarbonyloxy, C1-6 alkylsulfonylamino, aminosulfonyl, C1-6 alkylaminosulfonyl, di(C1-6 alkyl)aminosulfonyl, aminosulfonylamino, C1-6 alkylaminosulfonylamino, di(C1-6 alkyl)aminosulfonylamino, aminocarbonylamino, C1-6 alkylaminocarbonylamino, and di(C1-6 alkyl)aminocarbonylamino.

### Claim 2 (depends on 1)

The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein
represents a single bond or a double bond;
X is N or CR7;
R1 is selected from H, D, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, 5-10 membered heteroaryl, halo, CN, ORa1, SRa1, C(O)Rb1, C(O)NRc1Rd1, C(O)ORa1, OC(O)Rb1, OC(O)NRc1Rd1, NRc1Rd1, NRc1C(O)Rb1, NRc1C(O)ORa1, NRc1C(O)NRc1Rd1, NRc1S(O)2Rb1, S(O)2Rb1, and S(O)2NRc1Rd1;
R2 is halo;
Cy is selected from C6-10 aryl and 5-10 membered heteroaryl; wherein the 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl is optionally substituted by oxo to form a carbonyl group; and wherein C6-10 aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R10;
when of R3NCR4 is a single bond, then R4 is ═O; and
R3 is selected from H, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, 5-10 membered heteroaryl, C3-10 cycloalkyl-C1-3 alkylene, 4-10 membered heterocycloalkyl-C1-3 alkylene, C6-10 aryl-C1-3 alkylene, and 5-10 membered heteroaryl-C1-3 alkylene; wherein said C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, 5-10 membered heteroaryl, C3-10 cycloalkyl-C1-3 alkylene, 4-10 membered heterocycloalkyl-C1-3 alkylene, C6-10 aryl-C1-3 alkylene and 5-10 membered heteroaryl-C1-3 alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R30; or
when of R3NCR4 represents a double bond, R3 is absent; and
R4 is selected from H, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, 5-10 membered heteroaryl, C3-10 cycloalkyl-C1-3 alkylene, 4-10 membered heterocycloalkyl-C1-3 alkylene, C6-10 aryl-C1-3 alkylene, 5-10 membered heteroaryl-C1-3 alkylene, halo, D, CN, ORa3, SRa3, C(O)Rb3, C(O)NRc3Rd3, C(O)ORa3, OC(O)Rb3, OC(O)NRc3Rd3, NRc3Rd3, NRc3C(O)Rb3, NRc3C(O)ORa3, NRc3C(O)NRc3Rd3, NRc3S(O)2Rb3, S(O)2Rb3, and S(O)2NRc3Rd3; wherein said C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, 5-10 membered heteroaryl, C3-10 cycloalkyl-C1-3 alkylene, 4-10 membered heterocycloalkyl-C1-3 alkylene, C6-10 aryl-C1-3 alkylene and 5-10 membered heteroaryl-C1-3 alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R30;
each R5 is independently selected from C1-6 alkyl, halo, D, CN, ORa5, and NRc5Rd5;
n is 0, 1, or 2;
each RY and RW is independently selected from H, C1-6 alkyl, C2-6 alkenyl, and C3-10 cycloalkyl, wherein said C1-6 alkyl, C2-6 alkenyl, and C3-10 cycloalkyl are each optionally substituted 1, 2, 3, or 4 substituents independently selected from R60;
R7 is selected from H and halo;
each R10 is independently selected from C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, 5-10 membered heteroaryl, C3-10 cycloalkyl-C1-3 alkylene, 4-10 membered heterocycloalkyl-C1-3 alkylene, C6-10 aryl-C1-3 alkylene, 5-10 membered heteroaryl-C1-3 alkylene, halo, D, CN, ORa10, SRa10, C(O)Rb10, C(O)NRc10Rd10, C(O)ORa10, OC(O)Rb10, OC(O)NRc10Rd10, NRc10Rd10, NRc10C(O)Rb10, NRc10C(O)ORa10, NRc10C(O)NRc10Rd10, NRc10S(O)2Rb10, S(O)2Rb10, and S(O)2NRc10Rd10;
each R30 is independently selected from C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, 5-10 membered heteroaryl, C3-10 cycloalkyl-C1-3 alkylene, 4-10 membered heterocycloalkyl-C1-3 alkylene, C6-10 aryl-C1-3 alkylene, 5-10 membered heteroaryl-C1-3 alkylene, halo, D, CN, ORa30, SRa30, C(O)Rb30, C(O)NRc30Rd30, C(O)ORa30, OC(O)Rb30, OC(O)NRc30Rd30, NRc30Rd30, NRc30C(O)Rb30, NRc30C(O)ORa30, NRc30C(O)NRc30Rd30, NRc30S(O)2Rb30, S(O)2Rb30, and S(O)2NRc30Rd30; wherein said C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, 5-10 membered heteroaryl, C3-10 cycloalkyl-C1-3 alkylene, 4-10 membered heterocycloalkyl-C1-3 alkylene, C6-10 aryl -C1-3 alkylene and 5-10 membered heteroaryl-C1-3 alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R31;
each R31 is independently selected from C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, 5-10 membered heteroaryl, halo, D, CN, ORa31, SRa31, C(O)Rb31, C(O)NRc31Rd31, C(O)ORa31, OC(O)Rb31, OC(O)NRc31Rd31, NRc31Rd31, NRc31C(O)Rb31, NRc31C(O)ORa31, NRc31C(O)NRc31Rd31, NRc31S(O)2Rb31, S(O)2Rb31, and S(O)2NRc31Rd31;
each R60 is independently selected from C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, 5-10 membered heteroaryl, C3-10 cycloalkyl-C1-3 alkylene, 4-10 membered heterocycloalkyl-C1-3 alkylene, C6-10 aryl-C1-3 alkylene, 5-10 membered heteroaryl-C1-3 alkylene, halo, D, CN, ORa60, SRa60, C(O)Rb60, C(O)NRc60Rd60, C(O)ORa60, OC(O)Rb60, OC(O)NRc60Rd60, NRc60Rd60, NRc60C(O)Rb60, NRc60C(O)ORa60, NRc60C(O)NRc60Rd60, NRc60S(O)2Rb60, S(O)2Rb60, and S(O)2NRc60Rd60; wherein said C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, 5-10 membered heteroaryl, C3-10 cycloalkyl-C1-3 alkylene, 4-10 membered heterocycloalkyl-C1-3 alkylene, C6-10 aryl -C1-3 alkylene and 5-10 membered heteroaryl-C1-3 alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R61;
each R61 is independently selected from C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C3-6 cycloalkyl, phenyl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, ORa61, SRa61, C(O)Rb61, C(O)NRc61Rd61, C(O)ORa61, OC(O)Rb61, OC(O)NRc61Rd61, NRc61Rd61, NRc61C(O)Rb61, NRc61C(O)ORa61, NRc61C(O)NRc61Rd61, NRc61S(O)2Rb61, S(O)2Rb61, and S(O)2NRc61Rd61;
each Ra1, Rb1, Rc1, and Rd1 is independently selected from H, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl and 5-10 membered heteroaryl;
or any Rc1 and Rd1 attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group;
each Ra3, Rb3, Rc3 and Rd3 is independently selected from H, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, 5-10 membered heteroaryl, C3-10 cycloalkyl-C1-3 alkylene, 4-10 membered heterocycloalkyl-C1-3 alkylene, C6-10 aryl-C1-3 alkylene, and 5-10 membered heteroaryl-C1-3 alkylene; wherein said C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, 5-10 membered heteroaryl, C3-10 cycloalkyl-C1-3 alkylene, 4-10 membered heterocycloalkyl-C1-3 alkylene, C6-10 aryl-C1-3 alkylene, and 5-10 membered heteroaryl-C1-3 alkylene, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R30;
or any Rc3 and Rd3 attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R30;
each Ra5, Rc5 and Rd5 is independently selected from H, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, and C1-6 haloalkyl;
each Ra10, Rb10, Rc10 and Rd10 is independently selected from H, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl and 5-10 membered heteroaryl;
or any Rc10 and Rd10 attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group;
each Ra30, Rb30, Rc30 and Rd30 is independently selected from H, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl and 5-10 membered heteroaryl; wherein said C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R31;
or any Rc30 and Rd30 attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R31;
each Ra31, Rb31, Rc31 and Rd31, is independently selected from H, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C3-6 cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl;
or any Rc31 and Rd31 attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group;
each Ra60, Rb60, Rc60 and Rd60, is independently selected from H, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl, C1-6 haloalkyl, C3-6 cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C1-6 alkyl C2-6 alkenyl, C2-6 alkynyl, C3-6 cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R61;
or any Rc60 and Rd60 attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R61; and
each Ra61, Rb61, Rc61 and Rd61, is independently selected from H, C1-6 alkyl, C2-6 alkenyl, C2-6 alkynyl and C1-6 haloalkyl.

### Claim 3 (depends on 1)

The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein
represents a single bond or a double bond;
X is N or CR7;
R1 is selected from H, D, C1-6 alkyl, C1-6 haloalkyl, and halo;
R2 is halo;
Cy is selected from C6-10 aryl and 5-10 membered heteroaryl; wherein the 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and is optionally substituted by oxo to form a carbonyl group; and wherein the C6-10 aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, or 3 substituents independently selected from R10;
when of R3NCR4 is a single bond, then R4 is ═O; and
R3 is selected from H, C1-6 alkyl, C1-6 haloalkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, and 5-10 membered heteroaryl; wherein said C1-6 alkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, or 3 substituents independently selected from R30; or
when of R3NCR4 is a double bond, then R3 is absent; and
R4 is selected from H, C1-6 alkyl, C1-6 haloalkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, 5-10 membered heteroaryl, halo, D, CN, ORa3, and NRc3Rd3; wherein said C1-6 alkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, 5-10 membered heteroaryl, are each optionally substituted with 1, 2, or 3 substituents independently selected from R30;
each R5 is independently selected from C1-6 alkyl, halo, D, CN;
n is 0, 1, or 2;
each RY and RW is independently selected from H, C1-6 alkyl, C2-6 alkenyl, and C3-10 cycloalkyl, wherein said C1-6 alkyl, C2-6 alkenyl, and C3-10 cycloalkyl are each optionally substituted 1, 2, or 3 substituents independently selected from R60;
R7 is selected from H and halo;
each R10 is independently selected from C1-6 alkyl, halo, D, CN, ORa10, and NRc10Rd10;
each R30 is independently selected from C1-6 alkyl, C1-6 haloalkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, 5-10 membered heteroaryl, halo, D, CN, ORa30, and NRc30Rd30; wherein said C1-6 alkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, and 5-10 membered heteroaryl, are each optionally substituted with 1, or 2 substituents independently selected from R31;
each R31 is independently selected from C1-6 alkyl, C1-6 haloalkyl, halo, D, CN, ORa31, and NRc31C(O)Rd31;
each R60 is independently selected from C1-6 alkyl, C1-6 haloalkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, 5-10 membered heteroaryl, halo, D, CN, ORa60, and NRc60Rd60; wherein said C1-6 alkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, and 5-10 membered heteroaryl, are each optionally substituted with 1, or 2 substituents independently selected from R61;
each R61 is independently selected from C1-6 alkyl, C1-6 haloalkyl, halo, D, CN;
each Ra3, Rc3 and Rd3 is independently selected from H, C1-6 alkyl, C1-6 haloalkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, and 5-10 membered heteroaryl; wherein said C1-6 alkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl, and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, or 3, substituents independently selected from R30;
or any Rc3 and Rd3 attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6-membered heterocycloalkyl group optionally substituted with 1, 2, or 3, substituents independently selected from R30;
each Ra10, Rc10 and Rd10 is independently selected from H, C1-6 alkyl, and C1-6 haloalkyl;
each Ra30, Rc30 and Rd30 is independently selected from H, C1-6 alkyl, C1-6 haloalkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl and 5-10 membered heteroaryl; wherein said C1-6 alkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, C6-10 aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, or 2 substituents independently selected from R31;
or any Rc30 and Rd30 attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, or 2 substituents independently selected from R31;
each Ra31, Rc31 and Rd31 is independently selected from H, C1-6 alkyl, and C1-6 haloalkyl; and
each Ra60, Rc60 and Rd60 is independently selected from H, C1-6 alkyl, C1-6 haloalkyl, C3-6 cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C1-6 alkyl C3-6 cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, or 2 substituents independently selected from R61;
or any Rc60 and Rd60 attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6-membered heterocycloalkyl group optionally substituted with 1, or 2 substituents independently selected from R61.

### Claim 4 (depends on 1)

The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein
represents a single bond or a double bond;
X is N or CR7;
R1 is H;
R2 is halo;
Cy is selected from C6-10 aryl and 5-10 membered heteroaryl; wherein the C6-10 aryl and 5-10 membered heteroaryl are each optionally substituted with 1 or 2 substituents independently selected from R10;
when of R3NCR4 represents a single bond, R4 is ═O; and
R3 is selected from H, C1-3 alkyl, C1-3 haloalkyl, C3-6 cycloalkyl, 4-6 membered heterocycloalkyl, phenyl, and 5-6 membered heteroaryl; wherein said C1-3 alkyl, C3-6 cycloalkyl, 4-6 membered heterocycloalkyl, phenyl, and 5-6 membered heteroaryl, are each optionally substituted with 1 or 2 substituents independently selected from R30;
when R3NCR4 is a double bond, then R3 is absent; and
R4 is selected from H, C1-3 alkyl, C1-3 haloalkyl, C3-6 cycloalkyl, 4-6 membered heterocycloalkyl, phenyl, 5-6 membered heteroaryl, ORa3, and NRc3Rd3 ; wherein said C1-3 alkyl, C3-6 cycloalkyl, 4-6 membered heterocycloalkyl, phenyl, and 5-6 membered heteroaryl, are each optionally substituted with 1 or 2 substituents independently selected from R30;
n is 0;
each RY, and RW is independently selected from H, C1-3 alkyl, C2-3 alkenyl, and C3-6 cycloalkyl; wherein said C1-3 alkyl, C2-3 alkenyl, C2-3 alkynyl, and C3-6 cycloalkyl are each optionally substituted with 1 or 2 substituents independently selected from R60;
R7 is H or halo;
each R10 is independently selected from C1-3 alkyl, halo, D, CN, ORa10, and NRc10Rd10;
each R30 is independently selected from C1-3 alkyl, C1-3 haloalkyl, C3-6 cycloalkyl, 4-6 membered heterocycloalkyl, halo, D, CN, ORa30, and NRc30Rd30 ; wherein said C1-3 alkyl, C3-6 cycloalkyl, and 4-6 membered heterocycloalkyl, are each optionally substituted with 1, or 2 substituents independently selected from R31;
each R31 is independently selected from C1-3 alkyl, C1-3 haloalkyl, halo, D, and CN;
each R60 is independently selected from C1-3 alkyl, C1-3 haloalkyl, C3-6 cycloalkyl, 4-6 membered heterocycloalkyl, phenyl, 5-6 membered heteroaryl, halo, D, CN, ORa60, and NRc60Rd60 ; wherein said C1-3 alkyl, C3-6 cycloalkyl, 4-6 membered heterocycloalkyl, phenyl, and 5-6 membered heteroaryl, are each optionally substituted with 1, or 2 substituents independently selected from R61;
each R61 is independently selected from C1-3 alkyl, C1-3 haloalkyl, halo, D, and CN;
each Ra3, Rc3 and Rd3 is independently selected from H, C1-3 alkyl, C1-3 haloalkyl, C3-6 cycloalkyl, and 4-6 membered heterocycloalkyl; wherein said C1-3 alkyl, C3-6 cycloalkyl, and 4-6 membered heterocycloalkyl, are each optionally substituted with 1 or 2 substituents independently selected from R30;
each Ra10, Rc10 and Rd10 is independently selected from H, C1-3 alkyl, and C1-3 haloalkyl;
each Ra30, Rc30 and Rd30 is independently selected from H, C1-3 alkyl, C1-3 haloalkyl, C3-6 cycloalkyl, and 4-6 membered heterocycloalkyl; wherein said C1-3 alkyl, C3-6 cycloalkyl, and 4-6 membered heterocycloalkyl, are each optionally substituted with 1, or 2 substituents independently selected from R31;
or any Rc30 and Rd30 attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, or 6-membered heterocycloalkyl group optionally substituted with 1, or 2 substituents independently selected from R31; and
each Ra60 Rc60 and Rd60 is independently selected from H, C1-3 alkyl, C1-3 haloalkyl, C3-6 cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C1-3 alkyl C3-6 cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, or 2 substituents independently selected from R61;
or any Rc60 and Rd60 attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, or 6-membered heterocycloalkyl group optionally substituted with 1, or 2 substituents independently selected from R61.

### Claim 5 (depends on 1)

The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein
represents a single bond or a double bond;
X is N or CR7;
R1 is selected from H, C1-6 alkyl, C1-6 haloalkyl, and halo;
R2 is halo;
Cy is selected from C6-10 aryl and 5-10 membered heteroaryl; wherein the C6-10 aryl and 5-10 membered heteroaryl are each optionally substituted with 1 or 2 substituents independently selected from R10;
when of R3NCR4 represents a single bond, R4 is ═O; and
R3 is selected from H, C1-3 alkyl, C1-3 haloalkyl, C3-6 cycloalkyl, 4-6 membered heterocycloalkyl, phenyl, and 5-6 membered heteroaryl; wherein said C1-3 alkyl, C3-6 cycloalkyl, 4-6 membered heterocycloalkyl, phenyl, and 5-6 membered heteroaryl, are each optionally substituted with 1 or 2 substituents independently selected from R30; or
when of R3NCR4 is a double bond, then R3 is absent; and
R4 is selected from H, C1-3 alkyl, C1-3 haloalkyl, C3-6 cycloalkyl, 4-6 membered heterocycloalkyl, phenyl, 5-6 membered heteroaryl, ORa3, and NRc3Rd3; wherein said C1-3 alkyl, C3-6 cycloalkyl, 4-6 membered heterocycloalkyl, phenyl, and 5-6 membered heteroaryl, are each optionally substituted with 1 or 2 substituents independently selected from R30;
each R5 is independently selected from C1-6 alkyl, halo, and CN;
n is 0 or 1;
each RY, and RW is independently selected from H, C1-3 alkyl, C2-3 alkenyl, and C3-6 cycloalkyl; wherein said C1-3 alkyl, C2-3 alkenyl, and C3-6 cycloalkyl are each optionally substituted with 1 or 2 substituents independently selected from R60;
R7 is H or halo;
each R10 is independently selected from C1-3 alkyl, halo, CN, ORa10, and NRc10Rd10;
each R30 is independently selected from C1-3 alkyl, C1-3 haloalkyl, C3-6 cycloalkyl, 4-6 membered heterocycloalkyl, halo, D, CN, ORa30, and NRc30Rd30; wherein said C1-3 alkyl, C3-6 cycloalkyl, and 4-6 membered heterocycloalkyl, are each optionally substituted with 1, or 2 substituents independently selected from R31;
each R31 is independently selected from C1-3 alkyl, C1-3 haloalkyl, halo, D, and CN;
each R60 is independently selected from C1-3 alkyl, C1-3 haloalkyl, C3-6 cycloalkyl, 4-6 membered heterocycloalkyl, phenyl, 5-6 membered heteroaryl, halo, D, CN, ORa60, and NRc60Rd60; wherein said C1-3 alkyl, C3-6 cycloalkyl, 4-6 membered heterocycloalkyl, phenyl, and 5-6 membered heteroaryl, are each optionally substituted with 1, or 2 substituents independently selected from R61;
each R61 is independently selected from C1-3 alkyl, C1-3 haloalkyl, halo, D, and CN;
each Ra3, Rc3 and Rd3 is independently selected from H, C1-3 alkyl, C1-3 haloalkyl, C3-6 cycloalkyl, and 4-6 membered heterocycloalkyl; wherein said C1-3 alkyl, C3-6 cycloalkyl, and 4-6 membered heterocycloalkyl, are each optionally substituted with 1 or 2 substituents independently selected from R30;
each Ra10, Rc10 and Rd10 is independently selected from H, C1-3 alkyl, and C1-3 haloalkyl;
each Ra30, Rc30 and Rd30 is independently selected from H, C1-3 alkyl, C1-3 haloalkyl, C3-6 cycloalkyl, and 4-6 membered heterocycloalkyl; wherein said C1-3 alkyl, C3-6 cycloalkyl, and 4-6 membered heterocycloalkyl, are each optionally substituted with 1, or 2 substituents independently selected from R61;
or any Rc30 and Rd30 attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, or 6-membered heterocycloalkyl group optionally substituted with 1, or 2 substituents independently selected from R31; and
each Ra60 Rc60 and Rd60, is independently selected from H, C1-3 alkyl, C1-3 haloalkyl, C3-6 cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C1-3 alkyl C3-6 cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, or 2 substituents independently selected from R61;
or any Rc60 and Rd60 attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, or 6-membered heterocycloalkyl group optionally substituted with 1, or 2 substituents independently selected from R61.

### Claim 6 (depends on 1)

The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein
represents a single bond or a double bond;
X is N or CR7;
R1 is H;
R2 is halo;
Cy is selected from C6-10 aryl and 5-10 membered heteroaryl; wherein the C6-10 aryl and 5-10 membered heteroaryl are each optionally substituted with 1 or 2 substituents independently selected from R10;
when of R3NCR4 represents a single bond, R4 is ═O; and
R3 is selected from C1-3 alkyl, C3-6 cycloalkyl, 4-6 membered heterocycloalkyl, phenyl, and 5-6 membered heteroaryl; wherein said C1-3 alkyl, C3-6 cycloalkyl, 4-6 membered heterocycloalkyl, phenyl, and 5-6 membered heteroaryl, are each optionally substituted with 1 or 2 substituents independently selected from R30; or
when of R3NCR4 is a double bond, then R3 is absent; and
R4 is selected from C1-3 alkyl, C3-6 cycloalkyl, 4-6 membered heterocycloalkyl, phenyl, 5-6 membered heteroaryl, ORa3, and NRc3Rd3 ; wherein said C1-3 alkyl, C3-6 cycloalkyl, 4-6 membered heterocycloalkyl, phenyl, and 5-6 membered heteroaryl, are each optionally substituted with 1 or 2 substituents independently selected from R30;
n is 0;
each RY and RW is independently selected from H, C1-3 alkyl, C2-3 alkenyl, and C3-6 cycloalkyl; wherein said C1-3 alkyl, C2-3 alkenyl, and C3-6 cycloalkyl are each optionally substituted with 1 or 2 substituents independently selected from R60;
R7 is H or halo;
each R10 is independently selected from C1-3 alkyl, halo, and OH;
each R30 is independently selected from C1-3 alkyl, C3-6 cycloalkyl, 4-6 membered heterocycloalkyl, ORa30, and NRc30Rd30; wherein said C1-3 alkyl, C3-6 cycloalkyl, and 4-6 membered heterocycloalkyl, are each optionally substituted with 1, or 2 substituents independently selected from R31;
each R31 is independently selected from C1-3 alkyl, C1-3 haloalkyl, and halo;
each R60 is independently selected from C1-3 alkyl, C1-3 haloalkyl, C3-6 cycloalkyl, 4-6 membered heterocycloalkyl, phenyl, 5-6 membered heteroaryl, ORa60, and NRc60Rd60; wherein said C1-3 alkyl, C3-6 cycloalkyl, 4-6 membered heterocycloalkyl, phenyl, and 5-6 membered heteroaryl, are each optionally substituted with 1, or 2 substituents independently selected from R61;
each R61 is independently selected from C1-6 alkyl, C1-3 haloalkyl, halo, and CN;
each Ra3, Rc3 and Rd3 is independently selected from C1-6 alkyl, C3-6 cycloalkyl, and 4-6 membered heterocycloalkyl; wherein said C1-3 alkyl, C3-6 cycloalkyl, and 4-6 membered heterocycloalkyl, are each optionally substituted with 1 or 2 substituents independently selected from from R30;
each Ra30, Rc30 and Rd30 is independently H or C1-3 alkyl; and
each Ra60, Rc60, and Rd60 is independently selected from H, C1-3 alkyl, C3-6 cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C1-3 alkyl C3-6 cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, or 2 substituents independently selected from from R61.

### Claim 7 (depends on 1)

The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein
represents a single bond or a double bond;
X is N or CR7;
R1 is H;
R2 is halo;
Cy is selected from phenyl, napthalene, and indazole, all of which are each optionally substituted with 1 or 2 substituents independently selected from R10;
when of R3NCR4 represents a single bond, R4 is ═O; and
R3 is selected from C1-3 alkyl, phenyl, and 5-6 membered heteroaryl; wherein said C1-3 alkyl, phenyl, and 5-6 membered heteroaryl, are each optionally substituted with 1 or 2 substituents independently selected from R30; or
when of R3NCR4 represents a double bond, R3 is absent; and
R4 is selected from 4-6 membered heterocycloalkyl, C3-6 cycloalkyl, phenyl, 5-6 membered heteroaryl, and ORa3; wherein said C1-3 alkyl, C3-6 cycloalkyl, 4-6 membered heterocycloalkyl, phenyl, and 5-6 membered heteroaryl, are each optionally substituted with 1 or 2 substituents independently selected from R30;
n is 0;
each RY and RW is independently selected from H, C1-3 alkyl, C2-3 alkenyl, and C3-6 cycloalkyl; wherein said C1-3 alkyl, C2-3 alkenyl, and C3-6 cycloalkyl are each optionally substituted with 1 or 2 substituents independently selected from R60;
R7 is H or halo;
each R10 is independently selected from C1-3 alkyl, halo, and OH;
each R30 is independently selected from C1-3 alkyl, C3-6 cycloalkyl, 4-6 membered heterocycloalkyl, ORa30, and N(C1-3 alkyl)2; wherein 4-6 membered heterocycloalkyl is optionally substituted with methyl;
each R60 is independently selected from C1-3 alkyl, C1-3 haloalkyl, C3-6 cycloalkyl, 4-6 membered heterocycloalkyl, phenyl, 5-6 membered heteroaryl, ORa60, and NRc60Rd60; wherein said C1-3 alkyl, C3-6 cycloalkyl, 4-6 membered heterocycloalkyl, phenyl, and 5-6 membered heteroaryl, are each optionally substituted with 1, or 2 substituents independently selected from R61;
each R61 is independently selected from C1-6 alkyl, C1-3 haloalkyl, halo, and CN;
each Ra3 is independently selected from C1-6 alkyl, C3-6 cycloalkyl, and 4-6 membered heterocycloalkyl; wherein said C1-3 alkyl, C3-6 cycloalkyl, and 4-6 membered heterocycloalkyl, are each optionally substituted with 1 or 2 substituents independently selected from from R30;
each Ra30 is independently H or C1-3 alkyl; and
each Ra60, Rc60, and Rd60 is independently selected from H, C1-3 alkyl, C3-6 cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C1-3 alkyl C3-6 cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, or 2 substituents independently selected from R61.

### Claim 8 (depends on 1)

The compound of claim 1, wherein the compound of Formula II is a compound of Formula III:
or a pharmaceutically acceptable salt thereof.

### Claim 9 (depends on 1)

The compound of claim 1, wherein the compound of Formula II is a compound of Formula IV:
or a pharmaceutically acceptable salt thereof.

### Claim 10 (depends on 1)

The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R1 is selected from H, D, and C1-3 alkyl.

### Claim 11 (depends on 1)

The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R1 is H.

### Claim 12 (depends on 1)

The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein Cy is selected from C6-10 aryl and 5-10 membered heteroaryl; wherein the C6-10 aryl and 5-10 membered heteroaryl are each optionally substituted with 1 or 2 substituents independently selected from R10.

### Claim 13 (depends on 1)

The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein Cy is selected from phenyl, naphthalene, and indazole, all of which are optionally substituted with 1 or 2 substituents independently selected from R10.

### Claim 14 (depends on 1)

The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein of R3NCR4 represents a single bond and R4 is ═O.

### Claim 15 (depends on 1)

The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R3 is selected from C1-3 alkyl, C1-3 haloalkyl, C3-6 cycloalkyl, 4-6 membered heterocycloalkyl, phenyl, and 5-6 membered heteroaryl; wherein said C1-3 alkyl, C3-6 cycloalkyl, 4-6 membered heterocycloalkyl, phenyl, and 5-6 membered heteroaryl, are each optionally substituted with 1 or 2 substituents independently selected from R30.

### Claim 16 (depends on 1)

The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein of R3NCR4 represents a double bond and R3 is absent.

### Claim 17 (depends on 1)

The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R4 is selected from C1-6 alkyl, C1-6 haloalkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, phenyl, 5-10 membered heteroaryl, halo, ORa3, and NRc3Rd 3 ; wherein said C1-6 alkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, phenyl, and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, or 3 substituents independently selected from R30.

### Claim 18 (depends on 1)

The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R4 is selected from C1-3 alkyl, C3-6 cycloalkyl, 4-6 membered heterocycloalkyl, phenyl, 5-6 membered heteroaryl, ORa3, and NRc3Rd3 ; wherein said C1-3 alkyl, C3-6 cycloalkyl, 4-6 membered heterocycloalkyl, phenyl, and 5-6 membered heteroaryl, are each optionally substituted with 1 or 2 substituents independently selected from R30.

### Claim 19 (depends on 1)

The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R4 is selected from 4-6 membered heterocycloalkyl and ORa3; wherein said 4-6 membered heterocycloalkyl, is optionally substituted with 1 or 2 substituents independently selected from R30.

### Claim 20 (depends on 1)

The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein n is 0.

### Claim 21 (depends on 1)

The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein RY is C2-3 alkenyl optionally substituted with 1 or 2 substituents independently selected from R60.

### Claim 22 (depends on 1)

The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein Rw is selected from H, C1-3 alkyl, and C3-6 cycloalkyl; wherein said C1-3 alkyl and C3-6 cycloalkyl are each optionally substituted with 1 or 2 substituents independently selected from R60.

### Claim 23 (depends on 1)

The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R7 is H.

### Claim 24 (depends on 1)

The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R7 is halo.

### Claim 25 (depends on 1)

The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein each R10 is independently selected from C1-3 alkyl, halo, D, CN, and ORa10.

### Claim 26 (depends on 1)

The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein each R10 is independently selected from C1-3 alkyl, halo, and OH.

### Claim 27 (depends on 1)

The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein each R30 is independently selected from C1-6 alkyl, C3-10 cycloalkyl, 4-10 membered heterocycloalkyl, halo, ORa30, N(C1-3 alkyl)2, and NH2; wherein said C1-6 alkyl, C3-10 cycloalkyl, and 4-10 membered heterocycloalkyl are each optionally substituted with 1, or 2 substituents independently selected from R30.

### Claim 28 (depends on 1)

The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein each R30 is independently selected from C1-3 alkyl, C1-3 haloalkyl, C3-6 cycloalkyl, 4-6 membered heterocycloalkyl, halo, D, CN, ORa30, and NRc30Rd30 ; wherein said C1-3 alkyl, C3-6 cycloalkyl, and 4-6 membered heterocycloalkyl, are each optionally substituted with 1, or 2 substituents independently selected from R31.

### Claim 29 (depends on 1)

The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein each R31 is independently selected from C1-3 alkyl, C1-3 haloalkyl, and halo.

### Claim 30 (depends on 1)

The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R60 is independently selected from C1-3 alkyl, C1-3 haloalkyl, C3-6 cycloalkyl, 4-6 membered heterocycloalkyl, phenyl, 5-6 membered heteroaryl, halo, D, CN, ORa60, and NRc60Rd60, wherein said C1-3 alkyl, C3-6 cycloalkyl, 4-6 membered heterocycloalkyl, phenyl, and 5-6 membered heteroaryl, are each optionally substituted with 1, or 2 substituents independently selected from R61.

### Claim 31 (depends on 1)

The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein each R61 is independently selected from C1-3 alkyl, C1-3 haloalkyl, halo, and CN.

### Claim 32 (depends on 1)

The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein each Ra 3, Rc3 and Rd3 is independently selected from C1-3 alkyl and 4-6 membered heterocycloalkyl; wherein said C1-3 alkyl, and 4-6 membered heterocycloalkyl, are each optionally substituted with 1 or 2 substituents independently selected from R30.

### Claim 33 (depends on 1)

The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein each Ra10, Rc10 and Rd10 is independently selected from H, C1-3 alkyl, and C1-3 haloalkyl.

### Claim 34 (depends on 1)

The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein each Ra30, Rc30 and Rd30 is independently H, C1-3 alkyl, and C1-3 haloalkyl.

### Claim 35 (depends on 1)

The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein each Ra60, Rc60 and Rd60 is independently selected from H, C1-3 alkyl, and C1-3 haloalkyl.

### Claim 36 (depends on 1)

The compound of claim 1, wherein the compound of Formula II is selected from
6-fluoro-7-(2-fluoro-6-hydroxyl)henyl)-1-(2-isopropyl-4-methylpyridin-3-yl)-4-(3-vinyl -5,6-dihydroimidazo[1,5-a]pyrazin-7(8H)-yl)pyrido[2,3-d]pyrimidin-2(1H)-one;
6-fluoro-7-(2-fluoro-6-hydroxyl)henyl)-1-(2-isopropyl-4-methylpyridin-3-yl)-4-(3-vinyl -5,6-dihydroimidazo[1,5-a]pyrazin-7(8H)-yl)pyrido[2,3-d]pyrimidin-2(1H)-one;
1-(cyclopropylmethyl)-6-fluoro-7-(2-fluoro-6-hydroxyl)henyl)-4-(3-vinyl-5,6-dihydroimidazo[1,5-a]pyrazin-7(8H)-yl)pyrido[2,3-d]pyrimidin-2(1H)-one;
6-fluoro-7-(2-fluoro-6-hydroxyl)henyl)-1-isopropyl-4-(3-vinyl-5,6-dihydro-imidazo[1,5-a]pyrazin-7(8H)-yl)pyrido[2,3-d]pyrimidin-2(1H)-one;
6-fluoro-7-(2-fluoro-6-hydroxyl)henyl)-1-(2-methoxyethyl)-4-(3-vinyl-5,6-dihydroimidazo[1,5-a]pyrazin-7(8H)-yl)pyrido[2,3-d]pyrimidin-2(1H)-one;
(E)-4-(3-(3,5-difluorostyryl)-5,6-dihydroimidazo[1,5-a]pyrazin-7(8H)-yl)-6-fluoro-7-(2-fluoro-6-hydroxyl)henyl)-1-(2-isopropyl-4-methylpyridin-3-yl)pyrido[2,3-d]pyrimidin-2(1H)-one;
(E)-4-(3-(2,4-difluorostyryl)-5,6-dihydroimidazo[1,5-a]pyrazin-7(8H)-yl)-6-fluoro-7-(2-fluoro-6-hydroxyl)henyl)-1-(2-isopropyl-4-methylpyridin-3-yl)pyrido[2,3-d]pyrimidin-2(1H)-one;
4-(1-cyclopropyl-3-vinyl-5,6-dihydroimidazo[1,5-a]pyrazin-7(8H-yl)-7-(2-fluoro-6-hydroxyphenyl)-1-(2-isopropyl-4-methylpyridin-3-yl)quinazolin-2(1H)-one;
6-fluoro-7-(2-fluoro-6-hydroxyl)henyl)-1-(2-isopropyl-4-methylpyridin-3-yl)-4-(1-((3-(trifluoromethyl)azetidin-1-yl)methyl)-3-vinyl-5,6-dihydroimidazo[1,5-a]pyrazin-7(8H) -yl)pyrido[2,3-d]pyrimidin-2(1H)-one;
2-(((7-(6-fluoro-7-(2-fluoro-6-hydroxyl)henyl)-1-(2-isopropyl-4-methylpyridin-3-yl)-2-oxo-1,2-dihydropyrido[2,3-d]pyrimidin-4-yl)-3-vinyl-5,6,7,8-tetrahydroimidazo[1,5-a]pyrazin-1-yl)methyl)(methyhamino)acetonitrile;
4-(6-chloro-8-fluoro-2-((1-methylpyrrolidin-2-yl)methoxy)-4-(3-vinyl-5,6-dihydroimidazo-[1,5-a]pyrazin-7(8H)-yl)quinazolin-7-yl)naphthalen-2-ol;
2-(6-chloro-8-fluoro-2-((1-methylpyrrolidin-2-yl)methoxy)-4-(3-vinyl-5,6-dihydroimidazo-[1,5-a]pyrazin-7(8H)-yl)quinazolin-7-yl)-3-fluorophenol;
6-chloro-8-fluoro-7-(5-methyl-1H-indazol-4-yl)-2-((1-methylpyrrolidin-2-yl)methoxy)-4-(3-vinyl-5,6-dihydroimidazo[1,5-a]pyrazin-7(8H)-yl)quinazoline;
4-(6-chloro-2-(2-(dimethylamino)ethoxy)-8-fluoro-4-(3-vinyl-5,6-dihydroimidazo[1,5-a]pyrazin-7(8H)-yl)quinazolin-7-yl)naphthalen-2-ol;
4-(6-chloro-8-fluoro-2-((1-methylpiperidin-4-yl)oxy)-4-(3-vinyl-5,6-dihydroimidazo[1,5-a]pyrazin-7(8H)-yl)quinazolin-7-yl)naphthalen-2-ol;
4-(6-chloro-8-fluoro-2-(2-morpholinoethoxy)-4-(3-vinyl-5,6-dihydroimidazo-[1,5-a]pyrazin-7(8H)-yl)quinazolin-7-yl)naphthalen-2-ol;
4-(6-chloro-8-fluoro-2-(((S)-1-methylpyrrolidin-2-yl)methoxy)-4-(3-vinyl-5,6-dihydroimidazo[1,5-a]pyrazin-7(8H)-yl)quinazolin-7-yl)naphthalen-2-ol;
4-(6-chloro-8-fluoro-2-((1-methylpiperidin-3-yl)oxy)-4-(3-vinyl-5,6-dihydro -imidazo[1,5-a]pyrazin-7(8H)-yl)quinazolin-7-yl)naphthalen-2-ol; and
4-(6-chloro-2-(3-(dimethylamino)azetidin-1-yl)-8-fluoro-4-(3-vinyl-5,6-dihydroimidazo[1,5-a]pyrazin-7(8H)-yl)quinazolin-7-yl)naphthalen-2-ol;
or a pharmaceutically acceptable salt thereof.

### Claim 37 (depends on 1)

The compound of claim 1, wherein the compound of Formula II is 4-(6-chloro-8-fluoro-2-((1-methylpiperidin-2-yl)methoxy)-4-(3-vinyl-5,6-dihydroimidazo[1,5-a]pyrazin-7(8H)-yl)quinazolin-7-yl)naphthalen-2-ol; or a pharmaceutically acceptable salt thereof.

### Claim 38 (depends on 1)

A pharmaceutical composition comprising a compound of claim 1, or a pharmaceutically acceptable salt thereof, and at least one pharmaceutically acceptable carrier or excipient.