# US 2010/0167986 A1 · Cholesteryl Ester Transfer Protein Inhibitors

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- Number: US 2010/0167986 A1
- Document ID: US20100167986A1
- Status: Published application
- Kind: A1
- Application number: 11/992,816
- Filed: 2006-09-28
- Published: 2010-07-01
- Earliest claimed: 2005-09-30
- Inventors: Amjad Ali; Peter J. Sinclair
- Web page: https://patentgrep.com/patent/US20100167986A1

## CPC

- C07D 257/06: with nitrogen atoms directly attached to the ring carbon atom
- A61P 3/00: Drugs for disorders of the metabolism (of the blood or the extracellular fluid A61P7/00)
- A61P 3/04: Anorexiants; Antiobesity agents
- A61P 3/06: Antihyperlipidemics
- A61P 3/10: for hyperglycaemia, e.g. antidiabetics
- A61P 7/00: Drugs for disorders of the blood or the extracellular fluid
- A61P 9/00: Drugs for disorders of the cardiovascular system
- A61P 9/08: Vasodilators for multiple indications
- A61P 9/10: for treating ischaemic or atherosclerotic diseases, e.g. antianginal drugs, coronary vasodilators, drugs for myocardial infarction, retinopathy, cerebrovascula insufficiency, renal arteriosclerosis
- A61P 9/12: Antihypertensives
- A61P 9/14: Vasoprotectives; Antihaemorrhoidals; Drugs for varicose therapy; Capillary stabilisers
- A61P 39/02: Antidotes
- C07D 249/04: 1,2,3-Triazoles; Hydrogenated 1,2,3-triazoles
- C07D 261/14: Nitrogen atoms
- C07D 401/12: linked by a chain containing hetero atoms as chain links
- C07D: HETEROCYCLIC COMPOUNDS (macromolecular compounds C08)
- A61P: SPECIFIC THERAPEUTIC ACTIVITY OF CHEMICAL COMPOUNDS OR MEDICINAL PREPARATIONS

## Abstract

Compounds of Formula (I), including pharmaceutically acceptable salts of the compounds, are CETP inhibitors, and are useful for raising HDL-cholesterol, reducing LDL-cholesterol, and for treating or preventing atherosclerosis. In the compounds of Formula (I), A1 and A2 are each an aromatic ring, a 5-6-membered heterocyclic ring, an aromatic ring fused to a heterocyclic ring, a phenyl ring fused to a heterocyclic ring, or a cycloalkyl ring, and Z is an aromatic or heterocyclic ring.

## Claims

### Claim 1

A compound having Formula I, or a pharmaceutically acceptable salt thereof, wherein
The phenyl ring A of Formula I optionally has —N═ in place of —(CH)═ at one of the 4 positions that is not attached to A1 or —CR15R16- in Formula I;
A1 is selected from the group consisting of:
(a) an aromatic ring selected from phenyl and naphthyl;
(b) a phenyl ring fused to a 5-7 membered non-aromatic cycloalkyl ring, which optionally comprises 1-2 double bonds;
(c) a 5-6-membered heterocyclic ring having 1-4 heteroatoms independently selected from N, S, and O, and optionally also comprising 1-3 double bonds and optionally a carbonyl group or —N(O)— group, wherein the point of attachment of A1 to the phenyl ring A is a carbon atom of A1; and
(d) a benzoheterocyclic ring comprising a phenyl ring fused to a 5-6-membered heterocyclic ring having 1-3 heteroatoms independently selected from O, N, and S, and optionally 1-2 double bonds, wherein the point of attachment of A1 to the phenyl ring A is a carbon atom of A1;
wherein A1 is optionally substituted with 1-5 substituent groups independently selected from Rb;
A2 is selected from the group consisting of:
(a) an aromatic ring selected from phenyl and naphthyl;
(b) a phenyl ring fused to a 5-7 membered non-aromatic cycloalkyl ring, which optionally comprises 1-2 double bonds;
(c) a 5-6-membered heterocyclic ring having 1-4 heteroatoms independently selected from N, S, and O, and optionally also comprising 1-3 double bonds and optionally a carbonyl group or —N(O)— group, wherein the point of attachment of A2 is a carbon atom of A2;
(d) a benzoheterocyclic ring comprising a phenyl ring fused to a 5-6-membered heterocyclic ring having 1-3 heteroatoms independently selected from O, N, and S, and optionally 1-2 double bonds, wherein the point of attachment of A2 is a carbon atom of A2; and
(e) a —C3-C8 cycloalkyl ring optionally having 1-3 double bonds;
wherein A2 is optionally substituted with 1-5 substituent groups independently selected from Rc;
Each Ra and Rc is independently selected from the group consisting of —C1-C6 alkyl, —C2-C6 alkenyl, —C2-C6 alkynyl, —C3-C8 cycloalkyl optionally having 1-3 double bonds, —OC1-C6alkyl, —OC2-C6 alkenyl, —OC2-C6 alkynyl, —OC3-C8 cycloalkyl optionally having 1-3 double bonds, —C(═O)C1-C6alkyl, —C(═O)C3-C8 cycloalkyl, —C(═O)H, —CO2H, —CO2C1-C6alkyl, —C(═O)SC1-C6alkyl, —NR10R11, —C(═O)NR10R11, —NR10C(═O)OC1-C6 alkyl, —NR10C(═O)NR10R11, —S(O)xC1-C6 alkyl, —S(O)yNR10R11, —NR10S(O)yNR10R11, halogen, —CN, —NO2, and a 5-6-membered heterocyclic ring having 1-4 heteroatoms independently selected from N, S, and O, said heterocyclic ring optionally also comprising a carbonyl group and optionally 1-3 double bonds,
wherein when Ra and Rc are selected from the group consisting of a heterocyclic ring, —C3-C8 cycloalkyl, —OC3-C8 cycloalkyl, and —C(═O)C3-C8 cycloalkyl, the heterocyclic ring and —C3-C8 cycloalkyl groups of Ra and Rc are optionally substituted with 1-5 substituent groups independently selected from halogen, —C1-C3 alkyl, and —OC1-C3 alkyl, wherein —C1-C3 alkyl and —OC1-C3 alkyl are optionally substituted with 1-7 halogens,
and when Ra and Rc are selected from the group consisting of —C1-C6 alkyl, —C2-C6 alkenyl, —C2-C6 alkynyl, —OC1-C6alkyl, —OC2-C6 alkenyl, —OC2-C6 alkynyl, —C(═O)C1-C6alkyl, —CO2C1-C6alkyl, —C(═O)SC1-C6alkyl, —NR10C(═O)OC1-C6 alkyl, and —S(O)xC1-C6 alkyl, the alkyl, alkenyl, and alkynyl groups of Ra and Rc are optionally substituted with 1-13 halogens and are optionally substituted with 1-3 substituent groups independently selected from (a) —OH, (b) —CN, (c) —NR10R11, (d) —C3-C8 cycloalkyl optionally having 1-3 double bonds and optionally substituted with 1-15 halogens, (e) —OC1-C4alkyl optionally substituted with 1-9 halogens and optionally substituted with 1-2 substituent groups independently selected from —OC1-C2 alkyl, (f) —OC3-C8 cycloalkyl optionally having 1-3 double bonds and optionally substituted with 1-15 halogens, (g) —CO2H, (h) —C(═O)CH3, and (i) —CO2C1-C4alkyl which is optionally substituted with 1-9 halogens;
wherein 2 groups Ra that are on adjacent carbon atoms of the phenyl or optional pyridyl ring A of Formula I may optionally be joined to form a bridging group selected from —CH2CH2CH2-, —CH2CH2CH2CH2-, and —CH═CH—CH═CH—, thereby yielding a cyclopentyl, cyclohexyl, or phenyl ring fused to the phenyl ring or optional pyridyl ring A of Formula I, wherein said cyclopentyl, cyclohexyl, or phenyl ring that is fused to the phenyl or optional pyridyl ring A of Formula I is optionally substituted with 1-2 groups Ra, with the proviso that two adjacent groups Ra cannot be joined to form an additional fused ring;
Each Rb is independently selected from the group consisting of —C1-C6 alkyl, —C2-C6 alkenyl, —C2-C6 alkynyl, —C3-C8 cycloalkyl optionally having 1-3 double bonds, —OC1-C6alkyl, —OC2-C6 alkenyl, —OC2-C6 alkynyl, —OC3-C8 cycloalkyl optionally having 1-3 double bonds, —C(═O)C1-C6alkyl, —C(═O)C3-C8 cycloalkyl, —C(═O)H, —CO2H, —CO2C1-C6alkyl, —C(═O)SC1-C6alkyl, —NR10R11, —C(═O)NR10R11, —NR10C(═O)OC1-C6 alkyl, —NR10C(═O)NR10R11, —S(O)xC1-C6 alkyl, —S(O)yNR10R11, —NR10S(O)yNR10R11, halogen, —CN, —NO2, phenyl, and a 5-6-membered heterocyclic ring having 1-4 heteroatoms independently selected from N, S, and O, said heterocyclic ring optionally also comprising a carbonyl group and optionally 1-3 double bonds,
wherein when Rb is selected from the group consisting of a heterocyclic ring, —C3-C8 cycloalkyl, —OC3-C8 cycloalkyl, and —C(═O)C3-C8 cycloalkyl, the heterocyclic ring and —C3-C8 cycloalkyl groups of Rb are optionally substituted with 1-5 substituent groups independently selected from halogen, —C1-C3 alkyl, —C2-C3 alkenyl, —NR10R11, —OC1-C3 alkyl, —CO2H, —CN, and —CO2C1-C3alkyl, wherein —C1-C3 alkyl and —C2-C3 alkenyl in all uses are optionally substituted with 1-7 halogens and optionally one group —OH, and when Rb is selected from the group consisting of —C1-C6 alkyl, —C2-C6 alkenyl, —C2-C6 alkynyl, —OC1-C6alkyl, —OC2-C6 alkenyl, —OC2-C6 alkynyl, —C(═O)C1-C6alkyl, —CO2C1-C6alkyl, —C(═O)SC1-C6alkyl, —NR10C(═O)OC1-C6 alkyl, and —S(O)xC1-C6 alkyl, the alkyl, alkenyl, and alkynyl groups of Rb are optionally substituted with 1-13 halogens and are optionally substituted with 1-3 substituent groups independently selected from (a) —OH, (b) —CN, (c) —NR10R11, (d) —C3-C8 cycloalkyl optionally having 1-3 double bonds and optionally substituted with 1-15 halogens, (e) —OC1-C4alkyl optionally substituted with 1-9 halogens and optionally substituted with 1-2 substituent groups independently selected from —OC1-C2 alkyl, (f) —OC3-C8 cycloalkyl optionally having 1-3 double bonds and optionally substituted with 1-15 halogens, (g) —CO2H, (h) —C(═O)CH3, and (i) —CO2C1-C4alkyl which is optionally substituted with 1-9 halogens,
and when Rb is phenyl, said phenyl is optionally substituted with 1-5 halogens and is optionally substituted with 1-3 substituents independently selected from C1-C4 alkyl, —C2-C4 alkenyl, —C2-C4 alkynyl, —C3-C6 cycloalkyl, —OC1-C4alkyl, —OC2-C4 alkenyl, —OC2-C4 alkynyl, —OC3-C6 cycloalkyl, —C(═O)C1-C4alkyl, —C(═O)H, —CO2H, —CO2C1-C4alkyl, —NR10R11, —C(═O)NR10R11, —NR10C(═O)OC1-C4 alkyl, —NR10C(═O)NR10R11, —S(O)xC1-C4 alkyl, —S(O)yNR10R11, —NR10S(O)yNR10R11, —CN, —NO2, and a 5-6-membered heterocyclic ring having 1-4 heteroatoms independently selected from N, S, and O, said heterocyclic ring optionally also comprising a carbonyl group and optionally 1-3 double bonds and optionally 1-3 substituents independently selected from halogen, —CH3, —OCH3, —CF3, and —OCF3; wherein when the substituents on phenyl when Rb is phenyl are selected from —C1-C4 alkyl, —C2-C4 alkenyl, —C2-C4 alkynyl, —C3-C6 cycloalkyl, —OC1-C4alkyl, —OC2-C4 alkenyl, —OC2-C4 alkynyl, —OC3-C6 cycloalkyl, —C(═O)C1-C4alkyl, —CO2C1-C4alkyl, —NR10C(═O)OC1-C4 alkyl, and —S(O)xC1-C4 alkyl, then the alkyl, alkenyl, alkynyl, and cycloalkyl groups of said substituent groups optionally comprise 1-5 halogen substituents and optionally one substituent selected from —OH, —NR10R11, —OCH3 which is optionally substituted with 1-3 F, and phenyl which is optionally substituted with 1-3 substituents independently selected from halogen, —CH3, —OCH3, —CF3, and —OCF3;
n is an integer selected from 0 and 1;
p is an integer from 0-4;
x is an integer selected from 0, 1, and 2;
y is an integer selected from 1 and 2;
Z is phenyl or a 5-6-membered heterocyclic ring having 1-4 heteroatoms independently selected from N, S, and O, said heterocyclic ring optionally comprising a carbonyl group and 1-3 double bonds, said heterocyclic ring being connected by a carbon atom to the N to which said heterocyclic ring is attached, wherein said phenyl or 5-6-membered heterocyclic ring optionally comprises 1-3 substituents independently selected from halogen, C1-C4 alkyl, —C2-C4 alkenyl, —C2-C4 alkynyl, —OC1-C4alkyl, —OC2-C4 alkenyl, —OC2-C4 alkynyl, —C(═O)C1-C4alkyl, CO2C1-C4alkyl, —NR10R11, —C(═O)NR10R11, —NR10C(═O)OC1-C4 alkyl, —NR10C(═O)NR10R11, —S(O)xC1-C4 alkyl, —S(O)yNR10R11, —NR10S(O)yNR10R11, —OH, —CN, and —NO2, wherein the alkyl, alkenyl, and alkynyl groups of said substituents are optionally substituted with 1-5 halogens and optionally one substituent selected from —OH, —CO2H, and —CO2C1-C4alkyl;
R1, R12, R13, R14, R15, and R16 are each independently selected from the group consisting of H, —OH, halogen, —C1-C4 alkyl, —C3-C6 cycloalkyl, —OC1-C4 alkyl, and —NR10R11, wherein —C1-C4 alkyl, —C3-C6 cycloalkyl, and —OC1-C4 alkyl are each optionally substituted with 1-9 halogens and are each optionally substituted with 1-2 groups independently selected from —OH, —C(═O)CH3, —OC(═O)CH3, —OC1-C2 alkyl, and —OC1-C2 alkyleneOC1-C2alkyl, wherein R1 and R12 together may optionally form an oxo group; and
R10 and R11 are each independently selected from H, —C1-C5 alkyl, —C(═O)C1-C5 alkyl and —S(O)yC1-C5 alkyl, wherein —C1-C5 alkyl in all instances is optionally substituted with 1-11 halogens.

### Claim 2 (depends on 1)

The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein
The phenyl ring A of Formula I optionally has —N═ in place of —(CH)═ at one of the 4 positions of the phenyl ring that is not attached to A1 or —CR15R16- in Formula I;
A1 is selected from the group consisting of:
(a) an aromatic ring selected from phenyl and naphthyl;
(b) a 5-6-membered heterocyclic ring having 1-4 heteroatoms independently selected from N, S, and O, and optionally also comprising 1-3 double bonds and optionally a carbonyl group or —N(O)— group, wherein the point of attachment of A1 to the phenyl ring A is a carbon atom of A1; and
(c) a benzoheterocyclic ring comprising a phenyl ring fused to a 5-6-membered heterocyclic ring having 1-3 heteroatoms independently selected from O, N, and S, and optionally 1-2 double bonds, wherein the point of attachment of A1 to the phenyl ring A is a carbon atom of A1;
wherein A1 is optionally substituted with 1-4 substituent groups independently selected from —C1-C5 alkyl, —OC1-C3alkyl, —CO2C1-C3alkyl, —CO2H, halogen, —NR10R11, —C(═O)C1-C3alkyl, —C(═O)H, —C(═O)NR10R11, —S(O)xC1-C3 alkyl, —C2-C3 alkenyl, —CN, —NO2, —C3-C6 cycloalkyl, phenyl, and a 5-6-membered heterocyclic ring having 1-3 heteroatoms independently selected from N, S, and O, and optionally also comprising 1-3 double bonds, wherein —C1-C3 alkyl, —C1-C5 alkyl, and —C2-C3 alkenyl in all occurrences are optionally substituted with 1-6 substituents independently selected from 1-5 halogens and one —OH or —CO2H group; and —C3-C6 cycloalkyl, phenyl, and the 5-6-membered heterocyclic ring are optionally substituted with 1-3 substituents independently selected from halogen, —C1-C3 alkyl, —C2-C3 alkenyl, —OC1-C3 alkyl, —NR10R11, —CO2H, —CO2C1-C3 alkyl, and —CN, wherein —C1-C3 alkyl and —C2-C3 alkenyl in all uses are optionally substituted with 1-3 halogens and optionally one —OH group;
A2 is selected from the group consisting of phenyl, naphthyl, —C3-C6 cycloalkyl, and a heterocyclic 5-6 membered ring having 1-3 heteroatoms independently selected from O, N, and S, and optionally also comprising 1-3 double bonds and optionally a carbonyl group or —N(O)—group, wherein A2 is optionally substituted with 1-2 substituent groups independently selected from —C1-C4 alkyl, —OC1-C3 alkyl, —C(═O)C1-C3alkyl, —C(═O)H, —NO2, —CN, —S(O)xC1-C3 alkyl, —NR10R11, —NR10C(═O)R11, —C2-C3 alkenyl, —C(═O)NR10R11, halogen, —C3-C6 cycloalkyl, and a 5-6-membered heterocyclic ring having 1-3 heteroatoms independently selected from N, S, and O, and optionally also comprising 1-3 double bonds, wherein C1-C3 alkyl, C1-C4 alkyl, and C2-C3alkenyl in all instances are optionally substituted with 1-3 halogens, and —C3-C6 cycloalkyl and the 5-6-membered heterocyclic ring are optionally substituted with 1-3 substituents independently selected from halogen and —C1-C3 alkyl;
Each Ra is independently selected from the group consisting of H, halogen, —NR10R11, —C1-C3 alkyl, —OC1-C3 alkyl, —C2-C3 alkenyl, —C3-C6 cycloalkyl optionally having a double bond, —OC3-C6 cycloalkyl optionally having a double bond, —C(═O)C1-C3alkyl, —C(═O)C3-C6 cycloalkyl, —C(═O)H, —CO2H, —CO2C1-C3alkyl, —C(═O)NR10R11, —CN, —NO2, and a 5-6-membered heterocyclic ring having 1-4 heteroatoms independently selected from N, S, and O, and optionally 1-3 double bonds, wherein C1-C3 alkyl and —C2-C3 alkenyl in all instances are optionally substituted with 1-5 halogens, and —C3-C6 cycloalkyl and the 5-6-membered heterocyclic ring are in all occurrences optionally substituted with 1-3 substituents independently selected from halogen, —C1-C3 alkyl, —OC1-C3 alkyl, —CF3, and —OCF3;
wherein 2 groups Ra that are on adjacent carbon atoms of the phenyl or optional pyridyl ring A of Formula I may optionally be joined to form a bridging group selected from —CH2CH2CH2-, —CH2CH2CH2CH2-, and —CH═CH—CH═CH—, thereby yielding a cyclopentyl, cyclohexyl, or phenyl ring fused to the phenyl ring or optional pyridyl ring A of Formula I, wherein said cyclopentyl, cyclohexyl, or phenyl ring that is fused to the phenyl or optional pyridyl ring A of Formula I is optionally substituted with 1-2 groups Ra, with the proviso that two adjacent groups Ra cannot be joined to form an additional fused ring;
n is an integer selected from 0 and 1;
p is an integer selected from 0-4;
x is an integer selected from 0, 1, and 2;
R1 is selected from the group consisting of H, F, OH, C1-C3 alkyl, and —OC1-C3 alkyl, wherein C1-C3 alkyl and —OC1-C3 alkyl are each optionally substituted with 1-3 halogens and are optionally substituted with one —OC1-C2alkyl;
R10 and R11 are each independently selected from H and —C1-C3 alkyl;
R12, R13, R14, R15, and R16 are each H; and
Z is selected from phenyl and a 5-6-membered heterocyclic ring having 1-4 heteroatoms independently selected from N, S, and O, said heterocyclic ring optionally also comprising 1-3 double bonds, said heterocyclic ring being connected by a carbon atom to the N to which said heterocyclic ring is attached, wherein said phenyl or 5-6-membered heterocyclic ring optionally comprises 1-3 substituents independently selected from halogen, C1-C4 alkyl, —C2-C4 alkenyl, —C2-C4 alkynyl, —OC1-C4alkyl, —OC2-C4 alkenyl, —OC2-C4 alkynyl, —C(═O)C1-C4alkyl, —CO2C1-C4alkyl, —NR10R11, —OH, —CN, and —NO2, wherein the alkyl, alkenyl, and alkynyl groups of said substituents are optionally substituted with 1-5 halogens and optionally one substituent selected from —OH, —CO2H, and —CO2C1-C4alkyl.

### Claim 3 (depends on 1)

The compound of claim 1 having Formula Ia, or a pharmaceutically acceptable salt thereof:
wherein Y is selected from the group consisting of —N═ and —CH═.

### Claim 4 (depends on 2)

The compound of claim 2 having Formula Ib, or a pharmaceutically acceptable salt thereof,
wherein Y is selected from the group consisting of —N═ and —CH═; and
R2, R3, and Ra are each independently selected from the group consisting of H, halogen, —NR10R11, —C1-C3 alkyl, —OC1-C3 alkyl, —C2-C3 alkenyl, —C3-C6 cycloalkyl optionally having a double bond, —OC3-C6 cycloalkyl optionally having a double bond, —C(═O)C1-C3alkyl, —C(═O)C3-C6 cycloalkyl, —C(═O)H, —CO2H, —CO2C1-C3alkyl, —C(═O)NR10R11, —CN, —NO2, and a 5-6-membered heterocyclic ring having 1-4 heteroatoms independently selected from N, S, and O, and optionally 1-3 double bonds, wherein C1-C3 alkyl and —C2-C3 alkenyl in all instances are optionally substituted with 1-5 halogens, and —C3-C6 cycloalkyl and the 5-6-membered heterocyclic ring are in all occurrences optionally substituted with 1-3 substituents independently selected from halogen, —C1-C3 alkyl, —OC1-C3 alkyl, —CF3, and —OCF3;
wherein when R2 and R3 are on adjacent carbon atoms of the phenyl or optional pyridyl ring of Formula Ib, then R2 and R3 may optionally be joined to form a bridging group selected from —CH2CH2CH2-, —CH2CH2CH2CH2-, and —CH═CH—CH═CH—, thereby yielding a cyclopentyl, cyclohexyl, or phenyl ring fused to the phenyl ring or optional pyridyl ring of Formula Ib, wherein said cyclopentyl, cyclohexyl, or phenyl ring that is fused to the phenyl or optional pyridyl ring of Formula Ib is optionally substituted with 1-2 groups Ra, and the remaining 1 or 2-CH═ positions of the phenyl or optional pyridyl ring of Figure Ib are optionally substituted with Ra, with the proviso that two adjacent groups Ra cannot be joined to form an additional fused ring.

### Claim 5 (depends on 4)

The compound of claim 4, or a pharmaceutically acceptable salt thereof, wherein R2, R3, and Ra are each independently selected from the group consisting of H, halogen, —NR10R11, —C1-C3 alkyl, —C2-C3 alkenyl, —OC1-C3 alkyl, —CN, —NO2, and pyridyl, wherein C1-C3 alkyl and —C2-C3 alkenyl in all instances are optionally substituted with 1-3 halogens, and pyridyl is optionally substituted with 1-3 substituents independently selected from the group consisting of halogen, —CH3, —CF3, —OCH3, and —OCF3.

### Claim 6 (depends on 4)

The compound of claim 4 having the Formula Ic, or a pharmaceutically acceptable salt thereof:
wherein Y is selected from the group consisting of —N═ and —CH═; and
R2 and R3 cannot be joined to form an additional fused ring.

### Claim 7 (depends on 6)

The compound of claim 6, or a pharmaceutically acceptable salt thereof:
wherein Y is selected from the group consisting of —N═ and —CH═;
R2 is selected from the group consisting of H, halogen, cyclopropyl, —NR10R11, —C1-C3 alkyl, —C2-C3 alkenyl, —OC1-C3 alkyl, —CN, —NO2, and pyridyl, wherein cyclopropyl, C1-C3 alkyl and C2-C3 alkenyl in all instances are optionally substituted with 1-3 halogens, and pyridyl is optionally substituted with 1-3 substituents independently selected from the group consisting of halogen, —CH3, —CF3, —OCH3, and —OCF3;
R3 is selected from the group consisting of H, halogen, —CH3, —CF3, —OCH3, and —OCF3; and R2 and R3 cannot be joined to form a fused ring.

### Claim 8

(canceled)

### Claim 9 (depends on 6)

The compound of claim 6, or a pharmaceutically acceptable salt thereof, wherein A1 is selected from the group consisting of phenyl, thienyl, furyl, pyridinyl, quinolyl, isoquinolyl, benzofuranyl, dihydrobenzofuranyl, indolyl, dihydroindolyl, oxazolyl, and isoxazolyl; and
A2 is selected from phenyl, pyridinyl, thienyl, 1-oxidopyridinyl, and cyclohexyl;
wherein A1 and A2 are optionally substituted as in claim 6.

### Claim 10 (depends on 7)

The compound of claim 7, or a pharmaceutically acceptable salt thereof, wherein A1 and A2 are phenyl, wherein A1 and A2 are substituted as in claim 7, and R1 is H or CH3.

### Claim 11 (depends on 10)

The compound of claim 10, or a pharmaceutically acceptable salt thereof, wherein R1 is H and n is 0.

### Claim 12 (depends on 1)

The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein Z is selected from the group consisting of phenyl, tetrazolyl, oxadiazolyl, thiadiazolyl, 1,2,3-triazolyl, 1,2,4-triazolyl, oxazolyl, isoxazolyl, thiazolyl, isothiazolyl, pyrazolyl, imidazolyl, thienyl, furyl, pyridinyl, pyrimidinyl, pyrazinyl, and dioxinyl, wherein Z is optionally substituted with 1-3 substituents independently selected from halogen, C1-C4 alkyl, —C2-C4 alkenyl, —C2-C4 alkynyl, —OC1-C4alkyl, —OC2-C4 alkenyl, —OC2-C4 alkynyl, —C(═O)C1-C4alkyl, —CO2C1-C4alkyl, —NR10R11, —OH, —CN, and —NO2, wherein the alkyl, alkenyl, and alkynyl groups of said substituents are optionally substituted with 1-5 halogens and optionally one substituent selected from —OH, —CO2H, and —CO2C1-C4alkyl.

### Claim at position 13

13-14. (canceled)

### Claim 15 (depends on 1)

The compound of claim 1 having formula II, or a pharmaceutically acceptable salt thereof, wherein
Y is selected from the group consisting of —N═ and —CH═;
R1 is selected from the group consisting of H and CH3;
R2 is selected from the group consisting of H, halogen, —NR10R11, —OC1-C3 alkyl, C1-C3 alkyl, C2-C3 alkenyl, —CN, —NO2, and pyridyl, wherein C1-C3 alkyl and C2-C3 alkenyl in all occurrences are optionally substituted with 1-3 halogens;
R3 is selected from the group consisting of H and —C1-C3 alkyl, which is optionally substituted with 1-3 F;
R2 and R3 do not have the option of joining to form a bridging group selected from —CH2CH2CH2-, —CH2CH2CH2CH2-, and —CH═CH—CH═CH—;
R4 is selected from the group consisting of H, halogen, —C1-C3 alkyl, —OC1-C3 alkyl, —SC1-C2 alkyl and —CN, wherein —C1-C3 alkyl, —SC1-C3 alkyl, and —OC1-C3 alkyl are optionally substituted with 1-3 F;
R5 and R6 are each independently selected from the group consisting of H, halogen, —CH3 and —OCH3, wherein —CH3 and —OCH3 are optionally substituted with 1-3 F;
R7 is selected from the group consisting of H, —C1-C5alkyl, —OC1-C3 alkyl, —C2-C3 alkenyl, halogen, —CN, —CO2H, —CO2C1-C3 alkyl, —SC1-C3 alkyl, —C(═O)NR10R11, —C(═O)H, —C(═O)C1-C3 alkyl, C3-C6 cycloalkyl, phenyl, and 5-(1,2,4-oxadiazolyl),
wherein —C1-C3 alkyl and —C1-C5 alkyl in all occurrences are optionally substituted with 1-6 substituent groups independently selected from 1-5 halogens and one —OH,
—C2-C3 alkenyl is optionally substituted with 1-3 halogens,
1,2,4-oxadiazolyl and C3-C6 cycloalkyl are optionally substituted with 1-2 substituent groups independently selected from halogen, C1-C3 alkyl, and CF3, and
phenyl is optionally substituted with 1-3 substituents independently selected from halogen, —C1-C3 alkyl, —C2-C3 alkenyl, —OC1-C3 alkyl, —NR10R11, —CO2H, —CO2C1-C3 alkyl, and —CN, wherein —C1-C3 alkyl and —C2-C3 alkenyl in all uses are optionally substituted with 1-3 halogens;
R8 and R9 are each independently selected from the group consisting of H, —C1-C3 alkyl, halogen, —S(O)xC1-C3 alkyl, —NR10R11, —OC1-C3alkyl, C2-C3 alkenyl, —NO2, —CN, —C(O)NR10R11, —C(═O)H, —NHC(═O)C1-C3 alkyl, —NHS(O)2C1-C3 alkyl, CO2H, CO2C1-3alkyl, C3-C6 cycloalkyl, and pyridyl, wherein C1-C3 alkyl in all occurrences is optionally substituted with 1-3 halogens, C2-C3 alkenyl is optionally substituted with 1-3 halogens, and C3-C6 cycloalkyl and pyridyl are optionally substituted with 1-2 substituent groups independently selected from halogen and C1-C3 alkyl;
R10 and R11 are each H or C1-C3 alkyl;
Z is selected from the group consisting of phenyl, tetrazolyl, 1,2,3-triazolyl, 1,2,4-triazolyl, thiadiazolyl, oxadiazolyl, oxazolyl, isoxazolyl, pyrazolyl, imidazolyl, thiazolyl, isothiazolyl, pyridyl, and pyrimidinyl, which are optionally substituted with 1-3 substituents independently selected from —CH3 and —CF3;
n is an integer selected from 0 and 1; and
x is an integer selected from 0, 1 and 2.

### Claim 16 (depends on 15)

The compound of claim 15, or a pharmaceutically acceptable salt thereof, wherein
R2 is selected from the group consisting of —OCF3, —OCH3, —NO2, —CN, halogen, C1-C3alkyl, C2-C3alkenyl, —NH2 and 3-pyridyl, wherein —C1-C3 alkyl and —C2-C3 alkenyl in all uses are optionally substituted with 1-3 F;
R3 is H or CH3;
R4 is selected from the group consisting of H, halogen, C1-C3alkyl, C2-C3alkenyl, —OCH3, —OCF3, —OC2H5, —SCH3, and —CN;
R5 is selected from the group consisting of H and F;
R6 is selected from the group consisting of H, F, —CH3, and —OCH3;
R7 is selected from the group consisting of H, C1-C4alkyl, —C(═O)H, —C(═O)CH3, —CH═CH2, —CN, Cl, F, —CO2H, —CO2C1-C3alkyl, —OCH3, —SCH3, —C(═O)NR10R11, 3-methyl-5-(1,2,4-oxadiazolyl), and phenyl, wherein C1-C4alkyl and C1-C3alkyl are optionally substituted with 1-6 substituents which are independently selected from 1-5 F and one —OH, and wherein phenyl is optionally substituted with 1-3 substituents independently selected from the group consisting of halogen, —C1-C3 alkyl, —C2-C3 alkenyl, —OC1-C3 alkyl, —NR10R11, —CO2H, —CO2C1-C3 alkyl, and —CN, wherein —C1-C3 alkyl and —C2-C3 alkenyl in all uses are optionally substituted with 1-3 halogens;
R8 and R9 are each independently selected from the group consisting of H, C1-C2alkyl, which is optionally substituted with 1-3 F; halogen; —CN; —NO2; —S(O)xCH3, which is optionally substituted with 1-3F; —OCH3, which is optionally substituted with 1-3 F; —CH═CH2; —C(═O)H; —C(═O)NR10R11; —CO2H; —NR10R11; —CO2C1-C3alkyl; —NHC(═O)CH3; —NHS(O)2CH3; and 4-pyridyl; and
R10 and R11 are each independently selected from H and CH3.

### Claim 17 (depends on 16)

The compound of claim 16, or a pharmaceutically acceptable salt thereof, wherein R1 is H and n is 0, or a pharmaceutically acceptable salt thereof.

### Claim at position 17

18-24. (canceled)

### Claim 25 (depends on 1)

The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein Z is selected from the group consisting of tetrazolyl, isoxazolyl, triazolyl, pyrazolyl, oxadiazolyl, and thiadiazolyl, which are optionally substituted with 1-3 substituents independently selected from halogen, —CH3, —OCH3, —CF3, and —OCF3.

### Claim at position 19

26-29. (canceled)

### Claim 30 (depends on 16)

The compound of claim 16, or a pharmaceutically acceptable salt thereof, which is selected from the compounds shown below:

### Claim 31 (depends on 1)

A method of treating atherosclerosis in a patient in need of treatment comprising the administration of a therapeutically effective amount of the compound of claim 1, or a pharmaceutically acceptable salt thereof, to said patient.

### Claim 32 (depends on 1)

A method of raising HDL-C in a patient in need of treatment comprising the administration of a therapeutically effective amount of the compound of claim 1, or a pharmaceutically acceptable salt thereof, to said patient.

### Claim 33

(canceled)

### Claim 34 (depends on 1)

A pharmaceutical composition comprising the compound of claim 1, or a pharmaceutically acceptable salt thereof, and a pharmaceutically acceptable carrier.

### Claim 35 (depends on 1)

A pharmaceutical composition comprising the compound of claim 1, or a pharmaceutically acceptable salt thereof, and one or more active ingredients selected from the group consisting of:
(a) PPAR gamma agonists and partial agonists;
(b) biguanides;
(c) protein tyrosine phosphatase-1B (PTP-1B) inhibitors,
(d) dipeptidyl peptidase IV (DP-IV) inhibitors;
(e) insulin or insulin mimetics;
(f) sulfonylureas;
(g) α-glucosidase inhibitors;
(h) one or more compounds selected from the group consisting of (a) HMG-CoA reductase inhibitors; (b) bile acid sequestrants; (c) niacin, nicotinyl alcohol, nicotinamide, and nicotinic acid or a salt thereof; (d) PPARα agonists; (e) cholesterol absorption inhibitors; (f) acyl CoA:cholesterol acyltransferase (ACAT) inhibitors; (g) phenolic anti-oxidants, such as probucol, and (h) a microsomal triglyceride transfer protein (MTP)/ApoB secretion inhibitor;
(i) PPARα/γdual agonists;
(j) PPARδ agonists;
(k) antiobesity compounds
(l) ileal bile acid transporter inhibitors;
(m) anti-inflammatory agents;
(n) glucagon receptor antagonists;
(o) GLP-1,
(p) GIP-1,
(q) GLP-1 analogs;
(r) glucokinase activators; and
(s) antihypertensive compounds.