Quinazolines useful as modulators of ion channels

A compound of formula I:

• or a pharmaceutically acceptable salt or derivative thereof, wherein:
• R1 and R2, taken together with the nitrogen atom, form a substituted ring:
• wherein, in ring (C):
• G3 is
• each of m3 and n3 is independently 0-3, provided that m3+n3 is 2-6;
• p3 is 0-2;
• z3 is 0-4;
• each RXX is hydrogen, C1-6 aliphatic group, a 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;
• wherein RXX is optionally substituted with w3 independent occurrences of —R13, wherein w3 is 0-3;
• provided that both RXX are not simultaneously hydrogen;
• RYY is hydrogen, —COR′, —CO2R′, —CON(R′)2, —SOR′, —SO2R′, —SO2N(R′)2, —COCOR′, —COCH2COR′, —P(O)(OR′)2, —P(O)2OR′, or —PO(R′),
• x and y, each, is independently 0-4;
• W is ORXY;
• RXY is hydrogen or a group selected from:
• wherein:
• each of wA, wB, wc, and wD is independently 0 or 1;
• each M is independently selected from hydrogen, Li, Na, K, Mg, Ca, Ba, —N(R7)4, C1-C12-alkyl, C2-C12-alkenyl, or —R6;
• wherein 1 to 4 —CH2 radicals of the alkyl or alkenyl group, other than the —CH2 that is bound to Z, is optionally replaced by a heteroatom group selected from O, S, S(O), S(O2), or N(R7);
• and wherein any hydrogen in said alkyl or alkenyl is optionally replaced with a substituent selected from oxo, —OR′, —R7, N(R7)2, N(R7)3, R7OH, —CN, —CO2 R7, —C(O)—N(R7)2, S(O)2—N(R7)2, N(R7)—C(O)—R7, C(O)R7, —S(O)n—R7, OCF3, —S(O)n—R6, N(R7)—S(O)2(R7), halo, —CF3, or —NO2;
• n is 0-2;
• M′ is H, C1-C12-alkyl, C2-C12-alkenyl, or —R6;
• wherein 1 to 4 —CH2 radicals of the alkyl or alkenyl group is optionally replaced by a heteroatom group selected from O, S, S(O), S(O2), or N(R7);
• and wherein any hydrogen in said alkyl or alkenyl is optionally replaced with a substituent selected from oxo, —OR7, —R7, —N(R7)2, N(R7)3, —R7OH, —CN, —CO2 R7, —C(O)—N(R7)2, —S(O)2—N(R7)2, —N(R7)—C(O)—R7, —C(O)R7, —S(O)n—R7, —OCF3, —S(O)n—R6, —N(R7)—S(O)2(R7), halo, —CF3, or —NO2;
• Z is —CH2—, —O—, —S—, —N(R7)2—;
• or,
• when M is absent, then Z is hydrogen, ═O, or ═S;
• Y is P or S, wherein when Y is S, then Z is not S;
• X is O or S;
• each R7 is independently selected from hydrogen, or C1-C4 aliphatic, optionally substituted with up to two Q1;
• each Q1 is independently selected from a 3-7 membered saturated, partially saturated or unsaturated carbocyclic ring system;
• or a 5-7 membered saturated, partially saturated or unsaturated heterocyclic ring containing one or more heteroatom or heteroatom group selected from O, N, NH, S, SO, or SO2;
• wherein Q1 is optionally substituted with up to three substituents selected from oxo, —OH, —O(C1-C4 aliphatic), —C1-C4 aliphatic, —NH2, NH(C1-C4 aliphatic), —N(C1-C4 aliphatic)2, —N(C1-C4 aliphatic)-C(O)—C1-C4 aliphatic, —(C1-C4 aliphatic)-OH, —CN, —CO2H, —CO2(C1-C4 aliphatic), —C(O)—NH2, —C(O)—NH(C1-C4 aliphatic), —C(O)—N(C1-C4 aliphatic)2, halo or —CF3;
• R6 is a 5-6 membered saturated, partially saturated or unsaturated carbocyclic or heterocyclic ring system, or an 8-10 membered saturated, partially saturated or unsaturated bicyclic ring system;
• wherein any of said heterocyclic ring systems contains one or more heteroatoms selected from O, N, S, S(O)n or N(R7);
• and wherein any of said ring systems optionally contains 1 to 4 substituents independently selected from OH, C1-C4 alkyl, O—C1-C4 alkyl or O—C(O)—C1-C4 alkyl;
• R9 is C(R7)2, O or N(R7);
• each occurrence of R13, R3, R4, and R5 is independently Q-RX;
• wherein Q is a bond or is a C1-C6 alkylidene chain wherein up to two non-adjacent methylene units of Q are optionally and independently replaced by —NR—, —S—, —O—, —CS—, —CO2—, —OCO—, —CO—, —COCO—, —CONR—, —NRCO—, —NRCO2—, —SO2NR—, —NRSO2—, —CONRNR—, —NRCONR—, —OCONR—, —NRNR—, —NRSO2NR—, —SO—, —SO2—, —PO—, —PO2—, —OP(O)(OR)—, or —POR—;
• and each occurrence of RX is independently selected from —R′, halogen, ═O, ═NR′, —NO2, —CN, —OR′, —SR′, —N(R′)2, —NR′COR′, —NR′CON(R′)2, —NR′CO2R′, —COR′, —CO2R′, —OCOR′, —CON(R′)2, —OCON(R′)2, —SOR′, —SO2R′, —SO2N(R′)2, —NR′SO2R′, —NR′SO2N(R′)2, —COCOR′, —COCH2COR′, —OP(O)(OR′)2, —P(O)(OR′)2, —OP(O)2OR′, —P(O)2OR′, —PO(R′)2, or —OPO(R′)2;
• and
• each occurrence of R is independently hydrogen or C1-6 aliphatic group having up to three substituents;
• and each occurrence of R′ is independently hydrogen or C1-6 aliphatic group, a 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, wherein R′ has up to four substituents;
• or R and R′, two occurrences of R, or two occurrences of R′, are taken together with the atom(s) to which they are bound to form an optionally substituted 3-12 membered saturated, partially unsaturated, or fully unsaturated monocyclic or bicyclic ring having 0-4 heteroatoms independently selected from nitrogen, oxygen, or sulfur.