Azaindazoles useful as inhibitors of kinases

A compound of formula

• or a pharmaceutically accepted salt thereof, wherein,
• wherein,
• R1 is (L1)n-Z1;
• R2 is H or (L2)m-Z2;
• or
• R1 and R2, together with the nitrogen atom to which they are attached, form a 3-14 membered saturated or partially unsaturated monocyclic or bicyclic heterocyclic ring;
• said ring is optionally substituted with 0-5 occurrences of JR;
• X is CR3 or N;
• Y is CR4 or N;
• R3 is H, CN, NO2, halo, or (L3)p-Z3;
• R4 is H, CN, NO2, halo, or (L4)q-Z4;
• R5 is H, CN, NO2, halo, C1-6aliphatic, or a C1-6alkylidene chain wherein up to three methylene units of the chain are optionally and independently replaced by —N(R)—, —O—, —S—, —S(O)—, —S(O)2—, —C(S)—, —C(═NR)—, or —C(O)—;
• R5 is optionally substituted with 0-3 JR5;
• each L1, L2, L3, and L4 is independently a C1-6alkylidene chain wherein up to three methylene units of the chain are optionally and independently replaced by —N(R)—, —O—, —S—, —S(O)—, —S(O)2—, —C(S)—, —C(═N) R—, or —C(O)—;
• L1 is optionally substituted with 0-3 JL1;
• L2 is optionally substituted with 0-3 JL2;
• L3 is optionally substituted with 0-3 JL3;
• L4 is optionally substituted with 0-3 JL4;
• each Z1, Z2, and Z4 is independently H, C1-6 aliphatic, 3-8-membered saturated, partially unsaturated, or fully unsaturated monocyclic ring having 0-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur;
• or an 8-12 membered saturated, partially unsaturated, or fully unsaturated bicyclic ring system having 0-5 heteroatoms independently selected from nitrogen, oxygen, or sulfur;
• Z1 is optionally substituted with 0-5 JZ1;
• Z2 is optionally substituted with 0-5 JZ2;
• Z4 is optionally substituted with 0-5 JZ4;
• Z3 is H, C1-6 aliphatic, 3-8-membered saturated, partially unsaturated, or fully unsaturated monocyclic ring having 0-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur;
• Z3 is optionally substituted with 0-5 JZ3;
• each JL1, JL2, JL3, and JL4 is independently H, C1-6 aliphatic, C3-6cycloaliphatic, phenyl, —(C1-4alkyl)-(phenyl), halogen, NO2, CN, NH2, —NH(C1-4 aliphatic), —N(C1-4 aliphatic)2, —OH, —O(C1-4 aliphatic), —O(haloC1-4aliphatic), —S9C1-4 aliphatic), —C(O)OH, —C(O)O(C1-4 aliphatic), —CONH2, —CONH(C1-4 aliphatic), —CO( )N(C1-4 aliphatic)2, —CO(C1-4 aliphatic) or halo(C1-4 aliphatic);
• wherein each of the foregoing aliphatic or phenyl groups is optionally substituted with C1-3alkyl, halogen, OH, OCH3, OCF3, NO2, NH2, CN, NHCH3, SCH3, N(CH3)2, or halo(C1-3 alkyl);
• each JR is independently H, CN, NO2, halo, phenyl, —(C1-4alkyl)-(phenyl), 5-6 membered heteroaryl, 3-8 membered cycloaliphatic, 4-8 membered heterocyclyl, or a C1-6alkylidene chain wherein up to three methylene units of the chain are optionally and independently replaced by —N(R)—, —O—, —S—, —S(O)—, —S(O)2—, —C(S)—, —C(═N)R—, or —C(O)—;
• wherein each of the foregoing groups is optionally substituted with C1-3alkyl, halogen, OH, OCH3, OCF3, NO2, NH2, CN, NHCH3, SCH3, N(CH3)2, or halo(C1-3 alkyl);
• each JR5, JZ1, JZ2, JZ3 and JZ4 is independently H, CN, NO2, halo, or (X)t-M;
• X is a C1-6alkylidene chain wherein up to three methylene units of the chain are optionally and independently replaced by —NH—, —N(C1-6aliphatic)-, —O—, —S—, —S(O)—, —S(O)2—, —C(S)—, —C(═NH)—, —C(═N(C1-6aliphatic))-, or —C(O)—;
• wherein each of the foregoing aliphatic groups is optionally substituted with C1-3alkyl, halogen, OH, OCH3, OCF3, NO2, NH2, CN, NHCH3, SCH3, N(CH3)2, or halo(C1-3 alkyl);
• M is H, C5-10aryl, 5-10 membered heteroaryl, C3-10 cycloaliphatic, 4-10 membered heterocyclyl, or C1-6aliphatic;
• wherein M is optionally substituted with 0-5 occurrences of C1-6 aliphatic, C3-6cycloaliphatic, halogen, —NO2, —CN, —NH2, —NH(C1-4 aliphatic), —N(C1-4 aliphatic)2, —OH, —O(C1-4 aliphatic), —O(haloC1-4aliphatic), —S(C1-4 aliphatic), —C(O)OH, —C(O)O(C1-4 aliphatic), —C(O)NH2, —C(O)NH(C1-4 aliphatic), —C(O)N(C1-4 aliphatic)2, —C(O)(C1-4 aliphatic), or halo(C1-4 aliphatic);
• wherein each of the foregoing aliphatic groups is optionally substituted with C1-3alkyl, halogen, OH, OCH3, OCF3, NO2, NH2, CN, NHCH3, SCH3, N(CH3)2, or halo(C1-3 alkyl);
• R is H, C1-6aliphatic, C(═O)(C1-6aliphatic), —(C1-4alkyl)-(phenyl), a 3-8-membered saturated, partially unsaturated, or fully unsaturated monocyclic ring having 0-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur;
• R is optionally substituted with 0-5 occurrences of C1-3alkyl, halogen, OH, OCH3, OCF3, NO2, NH2, CN, NHCH3, SCH3, N(CH3)2, or halo(C1-3 alkyl);
• n, m, p, q, and t are each independently 0 or 1;
• provided that
• when n is 0, Z1 is not H;
• when m is 0, Z2 is not H;
• when p is 0, Z3 is not H;
• when q is 0, Z4 is not H;
• when R3 and R5 are CH3, R4 is H, then R1 and R2 do not join to form
• when R3 and R5 are CH3, R4 is H, and R2 is H, then R1 is not H. —NH—N═CH—Ph, —NH—NH2, phenyl, 4-methylphenyl,
• wherein Ph is unsubstituted phenyl.