Quinolinyl and benzothiazolyl modulators

A compound having the formula (I):

• wherein
• Ar1 is a member selected from the group consisting of substituted or unsubstituted 2-benzothiazolyl;
• X is selected from the group consisting of —O—, —C(O)—, —CH(R10)— and —N(R11)—;
• wherein
• R10 is a member selected from the group consisting of hydrogen, cyano and (C1-C4)alkyl;
• and
• R11 is a member selected from the group consisting of hydrogen and (C1-C8)alkyl;
• Y is —N(R12)—S(O)2—,
• wherein
• R12 is a member selected from the group consisting of hydrogen and (C1-C8)alkyl;
• R1 is a member selected from the group consisting of hydrogen, cyano, (C2-C8)heteroalkyl, halogen, (C1-C8)alkyl, (C1-C8)alkoxy, —C(O)R14, —CO2R14, —C(O)NR15R16, —S(O)p—R14, —S(O)q—NR15R16, —O—C(O)—R17 and —N(R14)—C(O)—R17;
• wherein
• R14 is a member selected from the group consisting of hydrogen, (C1-C8)alkyl, (C2-C8)heteroalkyl, aryl and aryl(C1-C4)alkyl;
• R15 and R16 are members independently selected from the group consisting of hydrogen, (C1-C8)alkyl, (C2-C8)heteroalkyl, aryl, and aryl(C1-C4)alkyl, or taken together with the nitrogen to which each is attached form a 5-, 6- or 7-membered ring;
• R17 is a member selected from the group consisting of (C1-C8)alkyl, (C2-C8)heteroalkyl, aryl and aryl(C1-C4)alkyl;
• the subscript p is an integer of from 0 to 3;
• and
• the subscript q is an integer of from 1 to 2;
• R2 is substituted or unsubstituted aryl;
• and
• R3 is a member selected from the group consisting of halogen and (C1-C8)alkoxy.