TRANSCRIPTIONAL ENHANCED ASSOCIATE DOMAIN (TEAD) TRANSCRIPTION FACTOR INHIBITORS AND USES THEREOF

20220402869 · 2022-12-22

Assignee

Inventors

Cpc classification

International classification

Abstract

Provided herein are compounds of Formula (I), and pharmaceutically acceptable salts, solvates, hydrates, polymorphs, co-crystals, tautomers, stereoisomers, isotopically labeled derivatives, prodrugs, compositions, and mixtures thereof. Also provided are methods and kits involving the inventive compounds or compositions for treating and/or preventing diseases (e.g., proliferative diseases (e.g., cancers, such as carcinoma, sarcoma, lung cancer, thyroid cancer, skin cancer, ovarian cancer, colorectal cancer, prostate cancer, pancreatic cancer, esophageal cancer, liver cancer, breast cancer)) in a subject. Provided are methods of inhibiting a TEAD transcription factors (e.g., TEAD1, TEAD2, TEAD3, TEAD4) in a subject.

##STR00001##

Claims

1. A compound of Formula (I): ##STR00785## or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof, wherein: Ar is an optionally substituted bicyclic or monocyclic aryl, or an optionally substituted bicyclic or monocyclic heteroaryl; R.sup.1 is halogen, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, —OR.sup.f, —N(R.sup.f).sub.2, —SR.sup.f, —C(═O)R.sup.f, —C(═O)OR.sup.f, —C(═O)SR.sup.f, —C(═O)N(R.sup.f).sub.2, —OC(═O)R.sup.f, —OC(═O)OR.sup.f, —OC(═O)SR.sup.f, —OC(═O)N(R.sup.f).sub.2, —N(R.sup.f)C(═O)R.sup.f, —N(R.sup.f)C(═O)OR.sup.f, —N(R.sup.f)C(═O)SR.sup.f, —N(R.sup.f)C(═O)N(R.sup.f).sub.2, —SC(═O)R.sup.f, —SC(═O)OR.sup.f, —SC(═O)SR.sup.f, —SC(═O)N(R.sup.f).sub.2, —C(═NR.sup.f)R.sup.f, —C(═NR.sup.f)OR.sup.f, —C(═NR.sup.f)SR.sup.f, —C(═NR.sup.f)N(R.sup.f).sub.2, —OC(═NR.sup.f) R.sup.f, —OC(═NR.sup.f)OR.sup.f, —OC(═NR.sup.f)SR.sup.f, —OC(═NR.sup.f)N(R.sup.f).sub.2, —NR.sup.fC(═NR.sup.f)R.sup.f, —NR.sup.fC(═NR.sup.f)OR.sup.f, —NR.sup.fC(═NR.sup.f)SR.sup.f, —NR.sup.fC(═NR.sup.f)N(R.sup.f).sub.2, —SC(═NR.sup.f)R.sup.f, —SC(═NR.sup.f)OR.sup.f, —SC(═NR.sup.f)SR.sup.f, —SC(═NR.sup.f)N(R.sup.f).sub.2, —C(═S)R.sup.f, —C(═S)OR.sup.f, —C(═S)SR.sup.f, —C(═S)N(R.sup.f).sub.2, —S(═O)R.sup.f, —SO.sub.2R.sup.f, —NR.sup.fSO.sub.2R.sup.f, —SO.sub.2N(R.sup.f).sub.2, —CN, —SCN, or —NO.sub.2; each occurrence of R.sup.f is independently hydrogen, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, a nitrogen protecting group, or two instances of R.sup.f, when present, can be joined together with the heteroatom to which they are attached to form an optionally substituted heterocyclic ring; A is an optionally substituted carbocyclic ring, an optionally substituted aryl ring, or an optionally substituted heterocyclic ring; X.sup.1 is a bond, —O—, optionally substituted C.sub.1-6alkyl, —N(R.sup.d)—, —C(R.sup.d).sub.2N(R.sup.d)—, —C(═O)N(R.sup.d)—, —N(R.sup.d)C(═O)—, —C(R.sup.d).sub.2O—, —OC(R.sup.d).sub.2—, —C(═O)—, —C(═O)O—, —C(═O)S—, —C(═O)N(R.sup.d)—, —OC(═O)—, —OC(═O)O—, —OC(═O)N(R.sup.d)—, —NR.sup.dC(═O)—, —N(R.sup.d)C(═O)O—, —N(R.sup.d)C(═O)N(R.sup.d)—, —C(═NR.sup.d)—, —C(═NR.sup.d)O—, —C(═NR.sup.d)N(R.sup.d)—, —OC(═NR.sup.d)—, —OC(═NR.sup.d)O—, —OC(═NR.sup.d)S—, —OC(═NR.sup.d)N(R.sup.d)—, —NR.sup.dC(═NR.sup.d)—, —NR.sup.dC(═NR.sup.d)O—, —S—, —S(═O)—, or —SO.sub.2—, wherein R.sup.d is independently a bond, hydrogen, substituted or unsubstituted C.sub.1-6alkyl, or a nitrogen protecting group; X.sup.2 is a bond, —O—, optionally substituted C.sub.1-6alkyl, —N(R.sup.da)—, —C(R.sup.da).sub.2N(R.sup.da)—, —C(═O)N(R.sup.da)—, —N(R.sup.da)C(═O)—, —C(R.sup.da).sub.2O—, —OC(R.sup.da).sub.2—, —C(═O)—, —C(═O)O—, —C(═O)S—, —C(═O)N(R.sup.da)—, —OC(═O)—, —OC(═O)O—, —OC(═O)S—, —OC(═O)N(R.sup.da)—, —NR .sup.daC(═O)—, —N(R.sup.da)C(═O)O—, —N(R.sup.d)C(═O)S—, —N(R.sup.da)C(═O)N(R.sup.da)—, —SC(═O)—, —SC(═O)O—, —SC(═O)S—, —SC(═O)N(R.sup.da)—, —C(═NR.sup.da)—, —C(═NR.sup.da)O—, —C(═NR.sup.da)S—, —C(═NR.sup.da)N(R.sup.da)—, —OC(═NR.sup.da)—, —OC(═NR.sup.da)O—, —OC(═NR.sup.da)S—, —OC(═NR.sup.da)N(R.sup.da)—, —NR.sup.daC(═NR.sup.da)—, —NR.sup.daC(═NR.sup.da)O—, —NR.sup.daC(═NR.sup.da)S—, —NR.sup.daC(═NR.sup.da)N(R.sup.da)—, —SC(═NR.sup.da)—, —SC(═NR.sup.da)O—, —SC(═NR.sup.da)S—, —SC(═NR.sup.da)N(R.sup.da)—, —S—, —S(═O)—, or —SO.sub.2—, wherein R.sup.da is independently a bond, hydrogen, substituted or unsubstituted C.sub.1-6alkyl, or a nitrogen protecting group; D.sup.1 is a warhead of any one of Formulae (i-1) to (i-42): ##STR00786## ##STR00787## ##STR00788## wherein: L.sup.3 is a bond or an optionally substituted C.sub.1-4 hydrocarbon chain, optionally wherein one or more carbon units of the hydrocarbon chain are independently replaced with —O—, —S—, —NR.sup.L3a—, —NR.sup.L3aC(═O)—, —C(═O)NR.sup.L3a—, —SC(═O)—, —C(═O)S—, —OC(═O)—, —C(═O)O—, —NR.sup.L3aC(═S)—, —C(═S)NR.sup.L3a—, trans-CR.sup.L3b═CR.sup.L3b—, cis-CR.sup.L3b═CR.sup.L3b—, —C≡C—, —S(═O)—, —S(═O)O—, —OS(═O)—, —S(═O)NR.sup.L3a—, —NR.sup.L3aS(═O)—, —S(═O).sub.2—, —S(═O).sub.2O—, —OS(═O).sub.2—, —S(═O).sub.2NR.sup.L3a—, or —NR.sup.L3aS(═O).sub.2—, wherein R.sup.L3a is hydrogen, substituted or unsubstituted C.sub.1-6 alkyl, or a nitrogen protecting group, and wherein each occurrence of R.sup.L3b is independently selected from the group consisting of hydrogen, halogen, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, and optionally substituted heteroaryl, or two R.sup.L3b groups are joined to form an optionally substituted carbocyclic or optionally substituted heterocyclic ring; L.sup.4 is a bond or an optionally substituted C.sub.1-4 hydrocarbon chain; R.sup.E1 is selected from the group consisting of hydrogen, halogen, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, —CN, —CH.sub.2OR.sup.E1a, —CH.sub.2N(R.sup.E1a).sub.2, —CH.sub.2SR.sup.E1a, —OR.sup.E1a, —N(R.sup.E1a).sub.2, —Si(R.sup.E1a).sub.3, and —SR.sup.E1a, wherein each occurrence of R.sup.E1a is independently selected from the group consisting of hydrogen, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, and optionally substituted heteroaryl, or two R.sup.E1a groups are joined to form an optionally substituted heterocyclic ring; R.sup.E2 is selected from the group consisting of hydrogen, halogen, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, —CN, —CH.sub.2OR.sup.E2a, —CH.sub.2N(R.sup.E2a).sub.2, —CH.sub.2SR.sup.E2a, —OR.sup.E2a, —N(R.sup.E2a).sub.2, and —SR.sup.E2a, wherein each occurrence of R.sup.E2a is independently selected from the group consisting of hydrogen, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, and optionally substituted heteroaryl, or two R.sup.E2a groups are joined to form an optionally substituted heterocyclic ring; R.sup.E3 is selected from the group consisting of hydrogen, halogen, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, —CN, —CH.sub.2OR.sup.E3a, —CH.sub.2N(R.sup.E3a).sub.2, —CH.sub.2SR.sup.E3a, —OR.sup.E3a, —N(R.sup.E3a).sub.2, and —SR.sup.E3a, wherein each occurrence of R.sup.E3a is independently selected from the group consisting of hydrogen, optionally substituted alkyl, optionally substituted alkoxy, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, and optionally substituted heteroaryl, or two R.sup.E3a groups are joined to form an optionally substituted heterocyclic ring; or R.sup.E1 and R.sup.E3, or R.sup.E2 and R.sup.E3, or R.sup.E1 and R.sup.E2 are joined to form an optionally substituted carbocyclic or optionally substituted heterocyclic ring; R.sup.E4 is a leaving group; R.sup.E5 is halogen; Y is —O—, —S—, or —NR.sup.E6, wherein R.sup.E6 is hydrogen, substituted or unsubstituted C.sub.1-6 alkyl, or a nitrogen protecting group; a is 1 or 2; and each instance of z is independently 0, 1, 2, 3, 4, 5, or 6.

2. The compound of claim 1, wherein Ar is an optionally substituted monocyclic aryl.

3. The compound of claim 1 or 2, wherein Ar is optionally substituted phenyl.

4. The compound of any one of claims 1 to 3, wherein Formula (I) is of the formula: ##STR00789## or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof, wherein: R.sup.2 is hydrogen, halogen, optionally substituted acyl, optionally substituted alkyl, haloalkyl, methyl, optionally substituted heteroalkyl, trifluoromethyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, —OR.sup.c, —NO.sub.2, —N(R.sup.c).sub.2, or —SR.sup.c, wherein R.sup.c is independently selected from hydrogen, optionally substituted acyl, optionally substituted alkyl, methyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, a nitrogen protecting group when attached to a nitrogen atom, an oxygen protecting group when attached to an oxygen atom, and a sulfur protecting group when attached to a sulfur atom, or optionally, R.sup.2 can be joined with together with X.sup.1 to form an optionally substituted heterocyclic ring.

5. The compound of any one of claims 1 to 3, wherein Formula (I) is of the formula: ##STR00790## or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof.

6. The compound of any one of claims 1 to 3, wherein Formula (I) is of the formula: ##STR00791## or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof.

7. The compound of any one of claims 1 to 3, wherein Formula (I) is of the formula: ##STR00792## or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof.

8. The compound of any one of claims 1 to 3, wherein Formula (I) is of the formula: ##STR00793## or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof.

9. The compound of any one of claims 1 to 3, wherein Formula (I) is of the formula: ##STR00794## or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof.

10. The compound of any one of claims 1 to 3, wherein Formula (I) is of the formula: ##STR00795## or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof.

11. The compound of any one of claims 1 to 3, wherein Formula (I) is of the formula: ##STR00796## or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof.

12. The compound of claim 1, wherein Ar is an optionally substituted monocyclic heteroaryl.

13. The compound of claim 12, wherein the optionally substituted monocyclic heteroaryl is thiophene, furan, pyrrole, imidazole, pyrazine, thiazole, isothiazole, oxazole, isoxazole, triazole, tetrazole, pyridine, pyrimidine, pyrazine, or pyridazine.

14. The compound of claim 13, wherein the optionally substituted monocyclic heteroaryl is optionally substituted pyridine.

15. The compound of any one of claims 12 to 14, wherein Formula (I) is of the formula: ##STR00797## or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof.

16. The compound of any one of claims 12 to 14, wherein Formula (I) is of the formula: ##STR00798## or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof.

17. The compound of claim 1, wherein Ar is an optionally substituted bicyclic aryl.

18. The compound of claim 1, wherein Ar is an optionally substituted indane.

19. The compound of claim 17 or 18, wherein Formula (I) is of the formula: ##STR00799## or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof.

20. The compound of claim 19, wherein Formula (I) is of the formula: ##STR00800## or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof.

21. The compound of claim 1, wherein Ar is an optionally substituted bicyclic heteroaryl.

22. The compound of claim 20, wherein Ar is benzothiophene.

23. The compound of claim 20 or 21, wherein Formula (I) is of the formula: ##STR00801## or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof.

24. The compound of claim 20 or 21, wherein Formula (I) is of the formula: ##STR00802## or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof.

25. The compound of claim 20 or 21, wherein Formula (I) is of the formula: ##STR00803## or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof.

26. The compound of claim 20 or 21, wherein Formula (I) is of the formula: ##STR00804## or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof.

27. The compound of claim 20 or 21, wherein Formula (I) is of the formula: ##STR00805## or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof.

28. The compound of any one of claims 1 to 27, wherein R.sup.1 is optionally substituted alkyl.

29. The compound of any one of claims 1 to 28, wherein R.sup.1 is optionally substituted C.sub.1-C.sub.6alkyl.

30. The compound of any one of claims 1 to 29, wherein R.sup.1 is Me.

31. The compound of any one of claims 1 to 29, wherein R.sup.1 is —CF.sub.3.

32. The compound of any one of claims 1 to 27, wherein R.sup.1 is —OR.sup.f.

33. The compound of any one of claims 1 to 27, wherein R.sup.1 is SR.sup.f.

34. The compound of any one of claims 1 to 27, wherein R.sup.1 is —N(R.sup.f).sub.2.

35. The compound of any one of claims claim 32 to 34, wherein R.sup.f is optionally substituted alkyl.

36. The compound of claim 34, wherein at least one instance of R.sup.f is -Me.

37. The compound of claim 34, wherein at least one instance of R.sup.f is —CF.sub.3.

38. The compound of claim 34, wherein at least one instance of R.sup.f is —CH.sub.2CF.sub.3.

39. The compound of claim 34, wherein at least one instance of R.sup.f is —CH.sub.2CCH.

40. The compound of claim 34, wherein at least one instance of R.sup.f is —CH.sub.2Ph.

41. The compound of any one of claims claim 32 to 34, wherein R.sup.f is optionally substituted aryl.

42. The compound of claim 41, wherein at least one instance of R.sup.f is -Ph.

43. The compound of claim 34, wherein each instance R.sup.f is optionally substituted alkyl.

44. The compound of claim 43, wherein each instance of R.sup.f is optionally substituted C.sub.1-C.sub.6alkyl.

45. The compound of claim 44, wherein each instance of R.sup.f is -Me.

46. The compound of claim 42, wherein the two instances of R.sup.f is together be together with the heteroatom to which they are attached can form an optionally substituted heterocyclic ring.

47. The compound of claim 46, wherein the optionally substituted heterocyclic ring is an optionally substituted azetidine, optionally substituted pyrrolidine, optionally substituted piperidine, or optionally substituted piperazine.

48. The method of claim 46, wherein the optionally substituted heterocyclic ring is of the formula: ##STR00806##

49. The compound of claim 32 or 33, wherein R.sup.1 is a halogen.

50. The compound of claim 49, wherein R.sup.1 is —F.

51. The compound of claim 49, wherein R.sup.1 is —Cl.

52. The compound of claim 49, wherein R.sup.1 is —Br.

53. The compound of claim 3, wherein Ar is of the formula: ##STR00807## or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof.

54. The compound of claim 4, wherein Formula (I) is of the formula: ##STR00808## or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof.

55. The compound of any one of claims 4 to 10, 15, 16, 19, 20, or 23 to 54, wherein R.sup.2 is —H.

56. The compound of claim 54, wherein R.sup.2 is —H.

57. The compound of any one of claims 4 to 10, 15, 16, 19, 20, or 23 to 54, wherein R.sup.2 is optionally substituted C.sub.1-C.sub.6 alkyl.

58. The compound of claim 57, wherein R.sup.2 is -Me.

59. The compound of claim 57, wherein R.sup.2 is —CF.sub.3.

60. The compound of any one of claims 4 to 10, 15, 16, 19, 20, or 23 to 54, wherein R.sup.2 is alkynyl.

61. The compound of claim 60, wherein R.sup.2 is unsubstituted acetylenyl.

62. The compound of any one of claims 4 to 10, 15, 16, 19, 20, or 23 to 54, wherein R.sup.2 is —OR.sup.c.

63. The compound of claim 62, wherein R.sup.2 is —OMe.

64. The compound of claim 62, wherein R.sup.2 is —OBn.

65. The compound of any one of claims 4 to 10, 15, 16, 19, 20, or 23 to 54, wherein R.sup.2 is —N(R).sub.2.

66. The compound of claim 65, wherein each instance of R.sup.c together with the nitrogen atom to which they are attached form an optionally substituted heterocyclic ring.

67. The compound of claim 66, wherein the optionally substituted heterocyclic ring is an optionally substituted azetidine, optionally substituted pyrrolidine, optionally substituted piperidine, or optionally substituted piperazine.

68. The compound of claim 65, wherein each instance of R.sup.c is independently optionally substituted alkyl.

69. The compound of claim 68, wherein each instance of R.sup.c is independently optionally substituted C.sub.1-C.sub.6 alkyl.

70. The compound of claim 65, wherein each instance is independently —H.

71. The compound of any one of claims 4 to 10, 15, 16, 19, 20, or 23 to 54, wherein R.sup.2 is a halogen.

72. The compound of claim 71, wherein R.sup.2 is —F.

73. The compound of claim 71, wherein R.sup.2 is —Cl.

74. The compound of claim 71, wherein R.sup.2 is —Br.

75. The compound of any one of claims 4 to 10, 15, 16, 19, 20, or 23 to 54, wherein R.sup.2 is —CN.

76. The compound of any one of claims 4 to 10, 15, 16, 19, 20, or 23 to 54, wherein R.sup.2 is —NO.sub.2.

77. The compound of any one of claims 54 to 76, wherein m is 1.

78. The compound of claim 55, wherein Ar is of the formula: ##STR00809## or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof.

79. The compound of claim 65, wherein Ar is of the formula: ##STR00810## or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof.

80. The compound of any one of claims 1 to 79, or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof, wherein X.sup.1 is a bond.

81. The compound of any one of claims 1 to 79, or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof, wherein X.sup.2 is a bond.

82. The compound of claim 80, or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof, wherein X.sup.2 is a bond.

83. The compound of claim 81, or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof, wherein X.sup.1 is —N(R.sup.d)—.

84. The compound of claim 81, or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof, wherein X.sup.1 is —O—.

85. The compound of claim 81, or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof, wherein X.sup.1 is —C(R.sup.d).sub.2O—.

86. The compound of claim 85, or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof, wherein R.sup.d is H.

87. The compound of claim 81, or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof, wherein X.sup.1 is —CH.sub.2N(R.sup.d)—, wherein R.sup.d is joined together with one instance of R.sup.2 to form an optionally substituted heterocyclic ring.

88. The compound of claim 80, or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof, wherein X.sup.2 is —N(R.sup.da)—.

89. The compound of claim 80, or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof, wherein X.sup.2 is —O—.

90. The compound of any one of claims 1 to 79, or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof, wherein X.sup.2 is —N(R.sup.da)—.

91. The compound of claim 90, or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof, wherein X.sup.1 is —N(R.sup.d)—.

92. The compound of claim 90, or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof, wherein X.sup.1 is —O—.

93. The compound of any one of claims 83 or 91, or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof, wherein X.sup.1 is —N(H)—.

94. The compound of any one of claims 83 or 91, or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof, wherein X.sup.1 is —N(Me)-.

95. The compound of any one of claims 8 or 90 to 92, or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof, wherein X.sup.2 is —N(H)—.

96. The compound of any one of claims 88 or 90 to 92, or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof, wherein X.sup.2 is —N(Me)-.

97. The compound of claim 83, wherein the compound of Formula (I) is of the formula: ##STR00811## or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof.

98. The compound of claim 97, wherein the compound of Formula (I) is of the formula: ##STR00812## or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof.

99. The compound of claim 97 or 98, wherein R.sup.d is —H.

100. The compound of claim 97 or 98, wherein R.sup.d is C.sub.1-C.sub.6 alkyl.

101. The compound of claim 100, wherein R.sup.d is -Me.

102. The compound of claim 85, wherein the compound of Formula (I) is of the formula: ##STR00813## or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof.

103. The compound of claim 85, wherein the compound of Formula (I) is of the formula: ##STR00814## or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof.

104. The compound of claim 102 or 103, wherein both instances of R.sup.d are —H.

105. The compound of claim 82, wherein the compound of Formula (I) is of the formula: ##STR00815## or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof.

106. The compound of claim 88, wherein the compound of Formula (I) is of the formula: ##STR00816## or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof.

107. The compound of any one of claims 1 to 106, or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof, wherein A is an optionally substituted heterocyclic ring.

108. The compound of claim 107, or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof wherein A is of formula: ##STR00817## ##STR00818## wherein: R.sup.3 is hydrogen, halogen, optionally substituted acyl, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, —CN, —C(═O)OR.sup.e, —C(═O)N(R.sup.e).sub.2, —OR.sup.e, —N(R.sup.e).sub.2, —SR.sup.e, or —N(R.sup.e)SO.sub.2R.sup.e wherein R.sup.e is independently selected from hydrogen, optionally substituted acyl, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, a nitrogen protecting group when attached to a nitrogen atom, an oxygen protecting group when attached to an oxygen atom, and a sulfur protecting group when attached to a sulfur atom, or optionally, two instances of R.sup.3 can be joined together to form an optionally substituted carbocyclic or heterocyclic fused ring; and n is 0, 1, 2, 3, 4, 5, 6, 7, or 8 as valency permits.

109. The compound of claim 107, or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof, wherein A is of formula: ##STR00819##

110. The compound of claim 108, wherein ring ##STR00820## is of the formula: ##STR00821##

111. The compound of claim 110, wherein the compound of Formula (I) is of the formula: ##STR00822## or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof.

112. The compound of claim 108, wherein the compound of Formula (I) is of the formula: ##STR00823## or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof.

113. The compound of claim 108, wherein the compound of Formula (I) is of the formula: ##STR00824## or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof.

114. The compound of any one of claims 108 to 113, wherein R.sup.3 is hydrogen.

115. The compound of any one of claims 108 to 113, wherein R.sup.3 is optionally substituted alkyl.

116. The compound of claim 115, wherein R.sup.3 is optionally substituted methyl.

117. The compound of claim 115, wherein R.sup.3 is -Me.

118. The compound of claim 115, wherein R.sup.3 is -Et.

119. The compound of claim 115, wherein R.sup.3 is —CF.sub.3.

120. The compound of any one of claims 108 to 113, wherein R.sup.3 is optionally substituted carbocyclyl.

121. The compound of any one of claims 108 to 113, wherein R.sup.3 is optionally substituted heterocyclyl.

122. The compound of claim 121, wherein R.sup.3 is optionally substituted azirdinyl, oxiranyl, azetidinyl, oxetanyl, tetrahydrofuranyl, dihydrofuranyl, tetrahydrothiophenyl, dihydrothiophenyl, pyrrolidinyl, dihydropyrrolyl, dioxolanyl, oxathiolanyl, triazolinyl, oxadiazolinyl, thiadiazolinyl, piperidinyl, pyridazinonyl, tetrahydropyranyl, dihydropyridinyl, piperazinyl, morpholinyl, dithianyl, and dioxanyl, triazinyl, azepanyl, or oxepanyl.

123. The compound of claim 122, wherein R.sup.3 is optionally substituted morpholinyl, piperazinyl, pyrrolidinyl, or pyridazinonyl.

124. The compound of any one of claims 108 to 113, wherein R.sup.3 is optionally substituted aryl.

125. The compound of claim 113, wherein R.sup.3 is optionally substituted or unsubstituted phenyl.

126. The compound of any one of claims 108 to 113, wherein R.sup.3 is optionally substituted heteroaryl.

127. The compound of claim 126, wherein the heteroaryl is an optionally substituted thiophene, benzothiophene, furan, isobenzofuran, pyrrole, imidazole, pyrazole, pyrazine, isothiazole, isoxazole, pyridine, pyrazine, pyrimidine, pyridazine, indolizine, isoindole, indole, indazole, purine, quinolizine, isoquinoline, quinoline, phthalazine, naphthyridine, quinoxaline, quinazoline, triazole, tetrazole, oxazole, isoxazole, thiazole, or oxazole.

128. The compound of claim 127, wherein the heteroaryl is an optionally substituted pyrazole, triazole, tetrazole, pyridine, or pyrimidine.

129. The compound of any one of claims 108 to 113, wherein R.sup.3 is —OR.sup.e.

130. The compound of claim 129, wherein R.sup.3 is —OH.

131. The compound of claim 129, wherein R.sup.3 is —OMe.

132. The compound of any one of claims 1 to 106, or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, or mixture thereof, wherein A is an optionally substituted carbocyclic ring.

133. The compound of claim 132, or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof, wherein A is a six-membered ring.

134. The compound of any one of claim 132, or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof, wherein A is an aromatic ring.

135. The compound of claim 134, or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof, wherein A is phenyl.

136. The compound of claim 135, or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof wherein A is of Formula (IV): ##STR00825##

137. The compound of any one of claims 108, 109, 114, 117, or 118 or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof, wherein R.sup.3 is hydrogen.

138. A compound of Formula (I-e): ##STR00826## or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein: R.sup.1 is hydrogen, trifluoromethyl or N(R.sup.a)(R.sup.b), wherein R.sup.a is selected from optionally substituted acyl, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl; R.sup.b is selected from optionally substituted acyl, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, or R.sup.a and R.sup.b together with the nitrogen atom to which they are attached form a heterocycle; R.sup.2 is hydrogen, halogen, optionally substituted acyl, optionally substituted alkyl, haloalkyl, methyl, optionally substituted heteroalkyl, trifluoromethyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, —OR.sup.c, —NO.sub.2, —N(R.sup.c).sub.2, or —SR.sup.c, wherein R.sup.c is independently selected from hydrogen, optionally substituted acyl, optionally substituted alkyl, methyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, a nitrogen protecting group when attached to a nitrogen atom, an oxygen protecting group when attached to an oxygen atom, and a sulfur protecting group when attached to a sulfur atom, or optionally, R.sup.2 can be joined with together with X.sup.1 to form an optionally substituted heterocyclic ring; A is an optionally substituted carbocyclic ring, an optionally substituted aryl ring, or an optionally substituted heterocyclic ring; V.sup.1 is N or —C(R.sup.2)—; X.sup.1 is a bond or O, S, —CH.sub.2N(R.sup.d)—, or —N(R.sup.d)—, wherein R.sup.d is a bond, hydrogen, substituted or unsubstituted C.sub.1-6 alkyl, or a nitrogen protecting group, or optionally R.sup.d can be joined together with one instance of R.sup.2 to form an optionally substituted heterocyclic ring; X.sup.2 is a bond or O, S, or N(R.sup.d); m is 0, 1, 2, 3 or 4; D.sup.1 is a warhead of any one of Formulae (i-1) to (i-42): ##STR00827## ##STR00828## ##STR00829## wherein: L.sup.3 is a bond or an optionally substituted C.sub.1-4 hydrocarbon chain, optionally wherein one or more carbon units of the hydrocarbon chain are independently replaced with —O—, —S—, —NR.sup.L3a—, —NR.sup.L3aC(═O)—, —C(═O)NR.sup.L3a—, —SC(═O)—, —C(═O)S—, —OC(═O)—, —C(═O)O—, —NR.sup.L3aC(═S), —C(═S)NR.sup.L3a trans —CR.sup.L3b═CR.sup.L3b—, cis-CR.sup.L3b═CR.sup.L3b—, —C≡C—, —S(═O)—, —S(═O)O—, —OS(═O)—, —S(═O)NR.sup.L3a—, —NR.sup.L3aS(═O)—, —S(═O).sub.2—, —S(═O).sub.2O—, —OS(═O).sub.2—, —S(═O).sub.2NR.sup.L3a—, or —NR.sup.L3aS(═O).sub.2—, wherein R.sup.L3a is hydrogen, substituted or unsubstituted C.sub.1-6 alkyl, or a nitrogen protecting group, and wherein each occurrence of R.sup.L3b is independently selected from the group consisting of hydrogen, halogen, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, and optionally substituted heteroaryl, or two R.sup.L3b groups are joined to form an optionally substituted carbocyclic or optionally substituted heterocyclic ring; L.sup.4 is a bond or an optionally substituted C.sub.1-4 hydrocarbon chain; R.sup.E1 is selected from the group consisting of hydrogen, halogen, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, —CN, —CH.sub.2OR.sup.E1a, —CH.sub.2N(R.sup.E1a).sub.2, —CH.sub.2SR.sup.E1a, —OR.sup.E1a, —N(R.sup.E1a).sub.2, —Si(R.sup.E1a).sub.3, and —SR.sup.E1a, wherein each occurrence of R.sup.E1a is independently selected from the group consisting of hydrogen, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, and optionally substituted heteroaryl, or two R.sup.E1a groups are joined to form an optionally substituted heterocyclic ring; R.sup.E2 is selected from the group consisting of hydrogen, halogen, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, —CN, —CH.sub.2OR.sup.E2a, —CH.sub.2N(R.sup.E2a).sub.2, —CH.sub.2SR.sup.E2a, —OR.sup.E2a, —N(R.sup.E2a).sub.2, and —SR.sup.E2a, wherein each occurrence of R.sup.E2a is independently selected from the group consisting of hydrogen, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, and optionally substituted heteroaryl, or two R.sup.E2a groups are joined to form an optionally substituted heterocyclic ring; R.sup.E3 is selected from the group consisting of hydrogen, halogen, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, —CN, —CH.sub.2OR.sup.E3a, —CH.sub.2N(R.sup.E3a).sub.2, —CH.sub.2SR.sup.E3a, —OR.sup.E3a, —N(R.sup.E3a).sub.2, and —SR.sup.E3a, wherein each occurrence of R.sup.E3a is independently selected from the group consisting of hydrogen, optionally substituted alkyl, optionally substituted alkoxy, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, and optionally substituted heteroaryl, or two R.sup.E3a groups are joined to form an optionally substituted heterocyclic ring; or R.sup.E1 and R.sup.E3, or R.sup.E2 and R.sup.E3, or R.sup.E1 and R.sup.E2 are joined to form an optionally substituted carbocyclic or optionally substituted heterocyclic ring; R.sup.E4 is a leaving group; R.sup.E5 is halogen; Y is O, S, or NR.sup.E6, wherein R.sup.E6 is hydrogen, substituted or unsubstituted C.sub.1-6 alkyl, or a nitrogen protecting group; a is 1 or 2; and each instance of z is independently 0, 1, 2, 3, 4, 5, or 6.

139. The compound of claim 138, or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein X.sup.1 is a bond.

140. The compound of claim 138, or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein X.sup.2 is a bond.

141. The compound of claim 139, or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein X.sup.2 is a bond.

142. The compound of claim 140, or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein X.sup.1 is N(R.sup.d).

143. The compound of claim 140, or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein X.sup.1 is O.

144. The compound of claim 140, or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein X.sup.1 is —CH.sub.2N(R.sup.d)—, wherein R.sup.d is joined together with one instance of R.sup.2 to form an optionally substituted heterocyclic ring.

145. The compound of claim 139, or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein X.sup.2 is N(R.sup.d).

146. The compound of claim 139, or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein X.sup.2 is O.

147. The compound of claim 138, or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein X.sup.2 is N(R.sup.d).

148. The compound of claim 146, or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein X.sup.1 is N(R.sup.d).

149. The compound of claim 146, or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein X.sup.1 is O.

150. The compound of any one of claims 138-149, or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein X.sup.1 is N—H.

151. The compound of any one of claims 138-149, or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein X.sup.1 is N-Me.

152. The compound of any one of claims 138-149, or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein X.sup.2 is N—H.

153. The compound of any one of claims 138-149, or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein X.sup.2 is N-Me.

154. The compound of any one of claims 138-153, or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein A is an optionally substituted heterocyclic ring.

155. The compound of any one of claims 141-144, wherein A is of the Formula (II): ##STR00830## or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein: R.sup.3 is hydrogen, halogen, optionally substituted acyl, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, —C(═O)OH, OR.sup.e, N(R.sup.e).sub.2, or SR.sup.e, wherein R.sup.e is independently selected from hydrogen, optionally substituted acyl, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, a nitrogen protecting group when attached to a nitrogen atom, an oxygen protecting group when attached to an oxygen atom, and a sulfur protecting group when attached to a sulfur atom; and n is 0, 1, 2, 3, 4, 5, 6, 7, or 8 as valency permits.

156. The compound of any one of claims 145 or 146, wherein A is of the Formula (III): ##STR00831## or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein: R.sup.3 is hydrogen, halogen, optionally substituted acyl, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, —C(═O)OH, OR.sup.e, N(R.sup.e).sub.2, or SR.sup.e, wherein R.sup.e is independently selected from hydrogen, optionally substituted acyl, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, a nitrogen protecting group when attached to a nitrogen atom, an oxygen protecting group when attached to an oxygen atom, and a sulfur protecting group when attached to a sulfur atom; and n is 0, 1, 2, 3, 4, 5, 6, 7, or 8 as valency permits.

157. The compound of any one of claims 138-153, or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein A is an optionally substituted carbocyclic ring.

158. The compound of claim 157, or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein A is a six-membered ring.

159. The compound of any one of claim 157, or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein A is an aromatic ring.

160. The compound of claim 159, or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein A is phenyl.

161. The compound of claim 157, wherein A is of Formula (IV): ##STR00832## or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein: R.sup.3 is hydrogen, halogen, optionally substituted acyl, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, —C(═O)OH, OR.sup.e, N(R.sup.e).sub.2, or SR.sup.e, wherein R.sup.e is independently selected from hydrogen, optionally substituted acyl, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, a nitrogen protecting group when attached to a nitrogen atom, an oxygen protecting group when attached to an oxygen atom, and a sulfur protecting group when attached to a sulfur atom; and n is 0, 1, 2, 3, 4, 5, 6, 7, or 8 as valency permits.

162. The compound of any one of claims 138-161, or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein R.sup.1 is trifluoromethyl.

163. The compound of any one of claims 138-161, or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein R.sup.1 is hydrogen.

164. The compound of any one of claims 138-161, or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein R.sup.1 is N(R.sup.a)(R.sup.b), wherein R.sup.a is selected from optionally substituted acyl, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, or optionally substituted heteroaryl; R.sup.b is selected from optionally substituted acyl, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, or R.sup.a and R.sup.b together with the nitrogen atom to which they are attached form a heterocycle.

165. The compound of claim 164, or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein R.sup.1 of Formula (V): ##STR00833##

166. The compound of any one of claims 138-165, or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein V.sup.1 is N.

167. The compound of any one of claims 138-165, or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein V.sup.1 is C(R.sup.2).

168. The compound of any one of claims 155, 156, or 161, or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein R.sup.3 is hydrogen.

169. The compound of any one of claims 138-168, wherein the compound is of Formula (VI): ##STR00834##

170. The compound of claim 169, or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein R.sup.2 is optionally substituted alkyl.

171. The compound of claim 170, or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein R.sup.2 is methyl.

172. The compound of claim 170, or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein R.sup.2 is trifluoromethyl.

173. The compound of claim 169, or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein R.sup.2 is optionally substituted alkynyl.

174. The compound of claim 173, or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein R.sup.2 is —N(R.sup.c).sub.2, wherein R.sup.c is independently selected from hydrogen, optionally substituted acyl, optionally substituted alkyl, methyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, a nitrogen protecting group, or two instances of R.sup.c together with the nitrogen atom to which they are attached can be joined to form a heterocyclic ring.

175. The compound of claim 174, or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein R.sup.2 is of formula: ##STR00835##

176. The compound of any one of claim 174, or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein R.sup.2 is —NH.sub.2.

177. The compound of any one of claim 174, or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein R.sup.2 is —NO.sub.2.

178. The compound of any one of claim 169, or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein R.sup.2 is —OR.sup.c, wherein R.sup.c is selected from hydrogen, optionally substituted acyl, optionally substituted alkyl, methyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, or an oxygen protecting group.

179. The compound of claim 178, or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein R.sup.2 is —OMe.

180. The compound of any one of claim 169, or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein R.sup.2 is a halogen.

181. The compound of any one of claim 180, or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein R.sup.2 is Cl.

182. The compound of any one of claim 169, or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein R.sup.2 is hydrogen.

183. The compound of any one of claims 1 to 182, wherein the compound is of formula: ##STR00836## ##STR00837## ##STR00838## ##STR00839## ##STR00840## ##STR00841## ##STR00842## ##STR00843## ##STR00844## ##STR00845## ##STR00846## ##STR00847## ##STR00848## or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof.

184. A pharmaceutical composition comprising a compound of any one of claims 1 to 138, or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof, and optionally a pharmaceutically acceptable excipient.

185. The pharmaceutical composition of claim 139, wherein the pharmaceutical composition comprises a therapeutically effective amount of the compound for use in treating a proliferative disease in a subject in need thereof.

186. A method of treating a proliferative disease in a subject in need thereof, the method comprising administering to the subject a therapeutically effective amount of a compound of any one of claims 1 to 183, or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof, or a pharmaceutical composition of claim 184 or 185.

187. The method of claim 186, wherein the proliferative disease is cancer.

188. The method of claim 187, wherein the cancer is a sarcoma.

189. The method of claim 188, wherein the cancer is Kaposi's Sarcoma.

190. The method of claim 187, wherein the cancer is lung cancer.

191. The method of claim 187, wherein the cancer is a thyroid cancer.

192. The method of claim 187, wherein the cancer is breast cancer.

193. The method of claim 187, wherein the cancer is liver cancer.

194. The method of claim 187, wherein the cancer is prostate cancer.

195. The method of claim 187, wherein the cancer is pancreatic cancer.

196. The method of claim 187, wherein the cancer is colorectal cancer.

197. The method of claim 187, wherein the cancer is ovarian cancer.

198. The method of claim 187, wherein the cancer is skin cancer.

199. The method of claim 187, wherein the cancer is esophageal cancer.

200. The method of claim 187, wherein the cancer is carcinoma.

201. The method of claim 187, wherein the cancer is fallopian tube carcinoma.

202. A method of inhibiting a transcription factor in a subject in need thereof, the method comprising: administering to the subject a therapeutically effective amount of a compound of any one of claims 1 to 138, or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof, or a pharmaceutical composition of claim 139 or 140.

203. A method of inhibiting a transcription factor in a biological sample, the method comprising: contacting the biological sample with an effective amount of a compound of any one of claims 1 to 183, or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof, or a pharmaceutical composition of claim 184 or 185.

204. The method of claim 191 or 193, wherein the transcription factor is TEAD1, TEAD2, TEAD3, or TEAD4.

205. The method of any one of claims 186 to 201 further comprising administering to the subject a therapeutically effective amount of an additional pharmaceutical agent in combination with the compound, or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof, or the pharmaceutical composition.

206. The method of claim 203 further comprising contacting the biological sample with an additional pharmaceutical agent in combination with the compound, or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof, or the pharmaceutical composition.

207. The method of claim 203, wherein the biological sample is a cell or tissue.

208. The method of claim 202 or 203, wherein the additional pharmaceutical agent is an anti-proliferative agent.

209. Use of a compound of any one of claims 1 to 183, or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof, or a pharmaceutical composition of claim 184 or 185, for treating a disease in a subject in need thereof.

210. A compound of any one of claims 1 to 183, or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof, or a pharmaceutical composition of claim 184 or 185, for use in treating a disease in a subject in need thereof.

211. A kit comprising: a compound of any one of claims 1 to 183, or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof, or a pharmaceutical composition of claim 184 or 185; and instructions for administering to a subject or contacting a biological sample with the compound, or the pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof, or the pharmaceutical composition.

Description

BRIEF DESCRIPTION OF THE DRAWINGS

[0158] FIG. 1 shows the NSAID starting point-flufenamic acid.

[0159] FIG. 2 shows preliminary data for the lead compound, including the TEAD transcription reporter assay and endogenous TEAD transcription targets.

[0160] FIG. 3 shows relative TEAD transcriptional activity for MDA-MB-231/8×G TIIC-luc.

[0161] FIG. 4 shows pulldown from MB-231 cell lysates.

[0162] FIG. 5 shows mass spectrometry labeling of TEAD2 with 1-34.

[0163] FIG. 6 shows the in vitro inhibition of palmitoylation of TEAD2 protein using the disclosed compounds.

DETAILED DESCRIPTION OF CERTAIN EMBODIMENTS OF THE INVENTION

[0164] The present disclosure provides pharmaceutical compositions comprising a compound of Formula (I), or a pharmaceutically acceptable salt thereof, and optionally a pharmaceutically acceptable excipient. In certain embodiments, the pharmaceutical composition described herein comprises a compound of Formula (I), or a pharmaceutically acceptable salt thereof, and a pharmaceutically acceptable excipient.

Compounds

[0165] In certain embodiments, a compound described herein is of Formula (I):

##STR00012##

or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof, wherein:

[0166] Ar is an optionally substituted bicyclic or monocyclic aryl, or an optionally substituted bicyclic or monocyclic heteroaryl;

[0167] R.sup.1 is halogen, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, —OR.sup.f, —N(R.sup.f).sub.2, —SR.sup.f, —C(═O)R.sup.f, —C(═O)OR.sup.f, —C(═O)SR.sup.f, —C(═O)N(R.sup.f).sub.2, —OC(═O)R.sup.f, —OC(═O)OR.sup.f, —OC(═O)SR.sup.f, —OC(═O)N(R.sup.f).sub.2, —N(R.sup.f)C(═O)R.sup.f, —N(R.sup.f)C(═O)OR.sup.f, —N(R.sup.f)C(═O)SR.sup.f, —N(R.sup.f)C(═O)N(R.sup.f).sub.2, —SC(═O)R.sup.f, —SC(═O)OR.sup.f, —SC(═O)SR.sup.f, —SC(═O)N(R.sup.f).sub.2, —C(═NR.sup.f)R.sup.f, —C(═NR.sup.f)OR.sup.f, —C(═NR.sup.f)SR.sup.f, —C(═NR.sup.f)N(R.sup.f).sub.2, —OC(═NR.sup.f) R.sup.f, —OC(═NR.sup.f)OR.sup.f, —OC(═NR.sup.f)SR.sup.f, —OC(═NR.sup.f)N(R.sup.f).sub.2, —NR.sup.fC(═NR.sup.f)R.sup.f, —NR.sup.fC(═NR.sup.f)OR.sup.f, —NR.sup.fC(═NR.sup.f)SR.sup.f, —NR.sup.fC(═NR.sup.f)N(R.sup.f).sub.2, —SC(═NR.sup.f)R.sup.f, —SC(═NR.sup.f)OR.sup.f, —SC(═NR.sup.f)SR.sup.f, —SC(═NR.sup.f)N(R.sup.f).sub.2, —C(═S)R.sup.f, —C(═S)OR.sup.f, —C(═S)SR.sup.f, —C(═S)N(R.sup.f).sub.2, —S(═O)R.sup.f, —SO.sub.2R.sup.f, —NR.sup.fSO.sub.2R.sup.f, —SO.sub.2N(R.sup.f).sub.2, —CN, —SCN, or —NO.sub.2;

[0168] each occurrence of R.sup.f is independently hydrogen, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, a nitrogen protecting group, or two instances of R.sup.f, when present, can be joined together with the heteroatom to which they are attached to form an optionally substituted heterocyclic ring;

[0169] A is an optionally substituted carbocyclic ring, an optionally substituted aryl ring, or an optionally substituted heterocyclic ring;

[0170] X.sup.1 is a bond, —O—, optionally substituted C.sub.1-6alkyl, —N(R.sup.d)—, —C(R.sup.d).sub.2N(R.sup.d)—, —C(═O)N(R.sup.d)—, —N(R.sup.d)C(═O)—, —C(R.sup.d).sub.2O—, —OC(R.sup.d).sub.2—, —C(═O)—, —C(═O)O—, —C(═O)S—, —C(═O)N(R.sup.d)—, —OC(═O)—, —OC(═O)O—, —OC(═O)N(R.sup.d)—, —NR.sup.dC(═O)—, —N(R.sup.d)C(═O)O—, —N(R.sup.d)C(═O)N(R.sup.d)—, —C(═NR.sup.d)—, —C(═NR.sup.d)O—, —C(═NR.sup.d)N(R.sup.d)—, —OC(═NR.sup.d)—, —OC(═NR.sup.d)O—, —OC(═NR.sup.d)S—, —OC(═NR.sup.d)N(R.sup.d)—, —NR.sup.dC(═NR.sup.d)—, —NR.sup.dC(═NR.sup.d)O—, —S—, —S(═O)—, or —SO.sub.2—, wherein R.sup.d is independently a bond, hydrogen, substituted or unsubstituted C.sub.1-6alkyl, or a nitrogen protecting group;

[0171] X.sup.2 is a bond, —O—, optionally substituted C.sub.1-6alkyl, —N(R.sup.da)—, —C(R.sup.da).sub.2N(R.sup.da)—, —C(═O)N(R.sup.da)—, —N(R.sup.da)C(═O)—, —C(R.sup.da).sub.2O—, —OC(R.sup.da).sub.2—, —C(═O)—, —C(═O)O—, —C(═O)S—, —C(═O)N(R.sup.da), —OC(═O)—, —OC(═O)O—, —OC(═O)S—, —OC(═O)N(R.sup.da)—, —NR.sup.daC(═O)—, —N(R.sup.da)C(═O)O—, —N(R.sup.d)C(═O)S—, —N(R.sup.da)C(═O)N(R.sup.da)—, —SC(═O)—, —SC(═O)O—, —SC(═O)S—, —SC(═O)N(R.sup.da)—, —C(═NR.sup.da)—, —C(═NR.sup.da)O—, —C(═NR.sup.da)S—, —C(═NR.sup.da)N(R.sup.da)—, —OC(═NR.sup.da)—, —OC(═NR.sup.da)O—, —OC(═NR.sup.da)S—, —OC(═NR.sup.da)N(R.sup.da), —NR.sup.daC(═NR.sup.da)—, —NR.sup.daC(═NR.sup.da)O—, —NR.sup.daC(═NR.sup.da)S—, —NR.sup.daC(═NR.sup.da)N(R.sup.da)—, —SC(═NR.sup.da)—, —SC(═NR.sup.da)O—, —SC(═NR.sup.da)S—, —SC(═NR.sup.da)N(R.sup.da)—, —S—, —S(═O)—, or —SO.sub.2—, wherein R.sup.da is independently a bond, hydrogen, substituted or unsubstituted C.sub.1-6alkyl, or a nitrogen protecting group;

[0172] D.sup.1 is a warhead of any one of Formulae (i-1) to (i-42):

##STR00013## ##STR00014## ##STR00015##

wherein:

[0173] L.sup.3 is a bond or an optionally substituted C.sub.1-4 hydrocarbon chain, optionally wherein one or more carbon units of the hydrocarbon chain are independently replaced with —O—, —S—, —NR.sup.L3a—, —NR.sup.L3aC(═O)—, —C(═O)NR.sup.L3a—, —SC(═O)—, —C(═O)S—, —OC(═O)—, —C(═O—, —NR.sup.L3aC(═S)—, —C(═S)NR.sup.L3a—, trans-CR.sup.L3b═CR.sup.L3b—, cis-CR.sup.L3b═CR.sup.L3b—, —C≡C—, —S(═O)—, —S(═O)O—, —OS(═O)—, —S(═O)NR.sup.L3a—, —NR.sup.L3aS(═O)—, —S(═O).sub.2—, —S(═O).sub.2O—, —OS(═O).sub.2—, —S(═O).sub.2NR.sup.L3a—, or —NR.sup.L3aS(═O).sub.2—, wherein R.sup.L3a is hydrogen, substituted or unsubstituted C.sub.1-6 alkyl, or a nitrogen protecting group, and wherein each occurrence of R.sup.L3b is independently selected from the group consisting of hydrogen, halogen, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, and optionally substituted heteroaryl, or two R.sup.L3b groups are joined to form an optionally substituted carbocyclic or optionally substituted heterocyclic ring;

[0174] L.sup.4 is a bond or an optionally substituted C.sub.1-4 hydrocarbon chain;

[0175] R.sup.E1 is selected from the group consisting of hydrogen, halogen, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, —CN, —CH.sub.2OR.sup.E1a, —CH.sub.2N(R.sup.E1a).sub.2, —CH.sub.2SR.sup.E1a, —OR.sup.E1a, —N(R.sup.E1a).sub.2, —Si(R.sup.E1a).sub.3, and —SR.sup.E1a, wherein each occurrence of R.sup.E1a is independently selected from the group consisting of hydrogen, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, and optionally substituted heteroaryl, or two R.sup.E1a groups are joined to form an optionally substituted heterocyclic ring;

[0176] R.sup.E2 is selected from the group consisting of hydrogen, halogen, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, —CN, —CH.sub.2OR.sup.E2a, —CH.sub.2N(R.sup.E2a).sub.2, —CH.sub.2SR.sup.E2a, —OR.sup.E2a, —N(R.sup.E2a).sub.2, and —SR.sup.E2a, wherein each occurrence of R.sup.E2a is independently selected from the group consisting of hydrogen, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, and optionally substituted heteroaryl, or two R.sup.E2a groups are joined to form an optionally substituted heterocyclic ring;

[0177] R.sup.E3 is selected from the group consisting of hydrogen, halogen, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, —CN, —CH.sub.2OR.sup.E3a, —CH.sub.2N(R.sup.E3a).sub.2, —CH.sub.2SR.sup.E3a, —OR.sup.E3a, —N(R.sup.E3a).sub.2, and —SR.sup.E3a, wherein each occurrence of R.sup.E3a is independently selected from the group consisting of hydrogen, optionally substituted alkyl, optionally substituted alkoxy, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, and optionally substituted heteroaryl, or two R.sup.E3a groups are joined to form an optionally substituted heterocyclic ring;

[0178] or R.sup.E1 and R.sup.E3, or R.sup.E2 and R.sup.E3, or R.sup.E1 and R.sup.E2 are joined to form an optionally substituted carbocyclic or optionally substituted heterocyclic ring;

[0179] R.sup.E4 is a leaving group;

[0180] R.sup.E5 is halogen;

[0181] Y is —O—, —S—, or —NR.sup.E6, wherein R.sup.E6 is hydrogen, substituted or unsubstituted C.sub.1-6 alkyl, or a nitrogen protecting group;

[0182] a is 1 or 2; and

[0183] each instance of z is independently 0, 1, 2, 3, 4, 5, or 6.

[0184] Formula (I) contains the substituent R.sup.1. In certain embodiments, R.sup.1 is hydrogen. In certain embodiments, R.sup.1 is haloalkyl. In certain embodiments, R.sup.1 is trihalomethyl. In certain embodiments, R.sup.1 is trifluoromethyl. In certain embodiments, R.sup.1 is trichloromethyl. In certain embodiments, R.sup.1 is dihalomethyl. In certain embodiments, R.sup.1 is difluoromethyl. In certain embodiments, R.sup.1 is halomethyl. In certain embodiments, R.sup.1 is fluoromethyl. In certain embodiments, R.sup.1 is halogen. In certain embodiments, R.sup.1 is —F. In certain embodiments, R.sup.1 is —Cl. In certain embodiments, R.sup.1 is —Br. In certain embodiments, R.sup.1 is optionally substituted alkyl. In certain embodiments, R.sup.1 is optionally substituted C.sub.1-C.sub.6alkyl. In certain embodiments, R.sup.1 is -Me. In certain embodiments, R.sup.1 is

##STR00016##

In certain embodiments, R.sup.1 is optionally substituted alkenyl. In certain embodiments, R.sup.1 is optionally substituted alkynyl. In certain embodiments, R.sup.1 is optionally substituted carbocyclyl. In certain embodiments, R.sup.1 is optionally substituted heterocyclyl. In certain embodiments, R.sup.1 is optionally substituted aryl. In certain embodiments, R.sup.1 is optionally substituted heteroaryl. In certain embodiments, R.sup.1 is —OR.sup.f, wherein each occurrence of R.sup.f is independently hydrogen, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, a nitrogen protecting group, or two instances of R.sup.f, when present, can be joined together with the heteroatom to which they are attached to form an optionally substituted heterocyclic ring. In certain embodiments, R.sup.f is optionally substituted alkyl. In certain embodiments, R.sup.f is

##STR00017##

In certain embodiments, R.sup.f is optionally substituted C.sub.1-C.sub.6alkyl. In certain embodiments, R.sup.f is C.sub.1-C.sub.6 haloalkyl. In certain embodiments, R.sup.1 is —OCF.sub.3. In certain embodiments, R.sup.1 is —OMe. In certain embodiments, R.sup.1 is —OCH.sub.2CF.sub.3. In certain embodiments, R.sup.1 is —OCH.sub.2CCH. In certain embodiments, R.sup.1 is —OPh.

[0185] In certain embodiments, R.sup.1 is —N(R.sup.f).sub.2, wherein each occurrence of R.sup.f is independently hydrogen, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, a nitrogen protecting group, or two instances of R.sup.f, when present, can be joined together with the heteroatom to which they are attached to form an optionally substituted heterocyclic ring. In certain embodiments, R.sup.1 is —SR.sup.f. In certain embodiments, R.sup.1 is —SCF.sub.3. In certain embodiments, R.sup.1 is —C(═O)R.sup.f. In certain embodiments, R.sup.1 is —C(═O)OR.sup.f. In certain embodiments, R.sup.1 is —C(═O)SR.sup.f. In certain embodiments, R.sup.1 is —C(═O)N(R.sup.f).sub.2. In certain embodiments, R.sup.1 is —OC(═O)R.sup.f. In certain embodiments, R.sup.1 is —OC(═O)OR.sup.f. In certain embodiments, R.sup.1 is —OC(═O)SR.sup.f. In certain embodiments, R.sup.1 is —OC(═O)N(R.sup.ff).sub.2. In certain embodiments, R.sup.1 is —N(R.sup.f)C(═O)R.sup.f. In certain embodiments, R.sup.1 is —N(R.sup.f)C(═O)OR.sup.f. In certain embodiments, R.sup.1 is —N(R.sup.f)C(═O)SR.sup.f. In certain embodiments, R.sup.1 is —N(R.sup.f)C(═O)N(R.sup.f).sub.2. In certain embodiments, R.sup.1 is —SC(═O)R.sup.f. In certain embodiments, R, is —SC(═O)OR.sup.f. In certain embodiments, R.sup.1 is —SC(═O)SR.sup.f. In certain embodiments, R.sup.1 is —SC(═O)N(R.sup.f).sub.2. In certain embodiments, R.sup.1 is —C(═NR.sup.f)R.sup.f. In certain embodiments, R.sup.1 is —C(═NR.sup.f)OR.sup.f. In certain embodiments, R.sup.1 is —C(═NR.sup.f)SR.sup.f. In certain embodiments, R.sup.1 is —C(═NR.sup.f)N(R.sup.f).sub.2. In certain embodiments, R.sup.1 is —OC(═NR.sup.f)R.sup.f. In certain embodiments, R.sup.1 is —OC(═NR.sup.f)OR.sup.f. In certain embodiments, R.sup.1 is —OC(═NR.sup.ff)SR.sup.f. In certain embodiments, R.sup.1 is —OC(═NR.sup.f)N(R.sup.f).sub.2. In certain embodiments, R.sup.1 is —NR.sup.fC(═NR.sup.f)R.sup.f. In certain embodiments, R.sup.1 is —NR.sup.fC(═NR.sup.f)OR.sup.f. In certain embodiments, R.sup.1 is —NR.sup.fC(═NR.sup.f)SR.sup.f. In certain embodiments, R.sup.1 is —NR.sup.fC(═NR.sup.f)N(R.sup.f).sub.2. In certain embodiments, R.sup.1 is —SC(═NR.sup.f)R.sup.f. In certain embodiments, R.sup.1 is —SC(═NR.sup.f)OR.sup.f. In certain embodiments, R.sup.1 is —SC(═NR.sup.f)SR.sup.f. In certain embodiments, R.sup.1 is —SC(═NR.sup.f)N(R.sup.f).sub.2. In certain embodiments, R.sup.1 is —S(═O)R.sup.f. In certain embodiments, R.sup.1 is —SO.sub.2R.sup.f. In certain embodiments, R.sup.1 is —NR.sup.fSO.sub.2R.sup.f. In certain embodiments, R.sup.1 is —SO.sub.2N(R.sup.f).sub.2. In certain embodiments, R.sup.1 is —CN. In certain embodiments, R.sup.1 is —SCN. In certain embodiments, R.sup.1 is —NO.sub.2. In certain embodiments, R.sup.f is substituted or unsubstituted acyl. In certain embodiments, R.sup.f contains a biotin-derivative. In certain embodiments, R.sup.1 is

##STR00018##

In certain embodiments, R.sup.f is substituted or unsubstituted C.sub.1-6 alkyl. In certain embodiments, R.sup.f is substituted or unsubstituted C.sub.2-6 alkenyl. In certain embodiments, R.sup.f is substituted or unsubstituted C.sub.2-6 alkynyl. In certain embodiments, R.sup.f is substituted or unsubstituted carbocyclyl. In certain embodiments, R.sup.f is substituted or unsubstituted heterocyclyl. In certain embodiments, R.sup.f is substituted or unsubstituted aryl. In certain embodiments, R.sup.f is substituted or unsubstituted heteroaryl. In certain embodiments, R.sup.f is hydrogen. In certain embodiments, R.sup.f is substituted or unsubstituted acyl. In certain embodiments, R.sup.f is substituted or unsubstituted C.sub.1-6 alkyl. In certain embodiments, R.sup.f is substituted or unsubstituted C.sub.1_s alkyl and R.sup.f is substituted or unsubstituted acyl. In certain embodiments, R.sup.f is substituted or unsubstituted C.sub.2-6 alkenyl. In certain embodiments, R.sup.f is substituted or unsubstituted C.sub.2-6 alkynyl. In certain embodiments, R.sup.f is substituted or unsubstituted carbocyclyl. In certain embodiments, R.sup.f is substituted or unsubstituted heterocyclyl. In certain embodiments, R.sup.f is substituted or unsubstituted aryl. In certain embodiments, R.sup.f is substituted or unsubstituted heteroaryl. In certain embodiments, there are two instances of R.sup.f and each is alkyl. In certain embodiments, there are two instances of R.sup.f and each is methyl. In certain embodiments, R.sup.1 is dimethylamine. In certain embodiments, two instances of R.sup.f are joined to form a substituted or unsubstituted heterocycle. In certain embodiments, R.sup.1 is a substituted or unsubstituted piperidine ring. In certain embodiments, R.sup.1 is a substituted or unsubstituted piperazine ring. In certain embodiments, R.sup.1 is a substituted or unsubstituted morpholine ring.

[0186] In certain embodiments, R.sup.1 is of Formula (V):

##STR00019##

In certain embodiments, R.sup.1 is —NH.sub.2. In certain embodiments, R.sup.1 is

##STR00020##

In certain embodiments, R.sup.1 is

##STR00021##

In certain embodiments, R.sup.1 is

##STR00022##

In certain embodiments, R.sup.1 is

##STR00023##

In certain embodiments, R.sup.1 is

##STR00024##

[0187] Formula (I) includes an aryl ring (Ar). In certain embodiments, the aryl ring is bicyclic or monocyclic aryl, or bicyclic or monocyclic heteroaryl. In certain embodiments, the aryl ring is monocyclic aryl. In certain embodiments, the aryl ring is substituted phenyl. In certain embodiments, the aryl ring is of the formula:

##STR00025##

wherein R.sup.2 is hydrogen, halogen, optionally substituted acyl, optionally substituted alkyl, haloalkyl, methyl, optionally substituted heteroalkyl, trifluoromethyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, —OR.sup.c, —NO2, —N(R.sup.c).sub.2, or —SR.sup.c, wherein R.sup.c is independently selected from hydrogen, optionally substituted acyl, optionally substituted alkyl, methyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, a nitrogen protecting group when attached to a nitrogen atom, an oxygen protecting group when attached to an oxygen atom, and a sulfur protecting group when attached to a sulfur atom, or optionally, R.sup.2 can be joined with together with X1 to form an optionally substituted heterocyclic ring. In certain embodiments, the aryl ring is of the formula:

##STR00026##

In certain embodiments, the aryl ring is of the formula:

##STR00027##

In certain embodiments, the aryl ring is of the formula:

##STR00028##

In certain embodiments, the aryl ring is of the formula:

##STR00029##

In certain embodiments, the aryl ring is of the formula:

##STR00030##

In certain embodiments, the aryl ring is of the formula:

##STR00031##

In certain embodiments, the aryl ring is of the formula:

##STR00032##

In certain embodiments, the aryl ring is of the formula:

##STR00033##

In certain embodiments, the aryl ring is of the formula:

##STR00034##

In certain embodiments, the aryl ring is of the formula:

##STR00035##

In certain embodiments, the aryl ring is of the formula:

##STR00036##

In certain embodiments, the aryl ring is of the formula:

##STR00037##

In certain embodiments, the aryl ring is of the formula

##STR00038##

In certain embodiments, the aryl ring is of the formula:

##STR00039##

In certain embodiments, the aryl ring is of the formula:

##STR00040##

In certain embodiments, the aryl ring is of the formula:

##STR00041##

In certain embodiments, the aryl ring is of the formula:

##STR00042##

In certain embodiments, the aryl ring is of the formula:

##STR00043##

In certain embodiments, the aryl ring is of the formula:

##STR00044##

In certain embodiments, the aryl ring is of the formula:

##STR00045##

In certain embodiments, the aryl ring is of the formula:

##STR00046##

In certain embodiments, the aryl ring is of the formula:

##STR00047##

In certain embodiments, the aryl ring is of the formula:

##STR00048##

In certain embodiments, the aryl ring is of the formula:

##STR00049##

In certain embodiments, the aryl ring is of the formula:

##STR00050##

In certain embodiments, the aryl ring is of the formula:

##STR00051##

In certain embodiments, the aryl ring is of the formula:

##STR00052##

In certain embodiments, the aryl ring is of the formula:

##STR00053##

In certain embodiments, the aryl ring is of the formula:

##STR00054##

In certain embodiments, the aryl ring is of the formula:

##STR00055##

In certain embodiments, the aryl ring is of the formula:

##STR00056##

In certain embodiments, the aryl ring is of the formula:

##STR00057##

In certain embodiments, the aryl ring is of the formula

##STR00058##

In certain embodiments, the aryl ring is of the formula:

##STR00059##

In certain embodiments, the aryl ring is of the formula:

##STR00060##

In certain embodiments, the aryl ring is of the formula:

##STR00061##

In certain embodiments, the aryl ring is of the formula:

##STR00062##

In certain embodiments, the aryl ring is of the formula:

##STR00063##

In certain embodiments, the aryl ring is of the formula:

##STR00064##

In certain embodiments, the aryl ring is of the formula:

##STR00065##

In certain embodiments, the aryl ring is of the formula:

##STR00066##

In certain embodiments, the aryl ring is of the formula:

##STR00067##

In certain embodiments, the aryl ring is of the formula:

##STR00068##

In certain embodiments, the aryl ring is of the formula:

##STR00069##

In certain embodiments, the aryl ring is of the formula:

##STR00070##

In certain embodiments, the aryl ring is of the formula:

##STR00071##

In certain embodiments, the aryl ring is of the formula:

##STR00072##

In certain embodiments, the aryl ring is of the formula:

##STR00073##

In certain embodiments, the aryl ring is of the formula:

##STR00074##

In certain embodiments, the aryl ring is of the formula:

##STR00075##

In certain embodiments, the aryl ring is of the formula:

##STR00076##

In certain embodiments, the aryl ring is of the formula:

##STR00077##

In certain embodiments, the aryl ring is of the formula:

##STR00078##

In certain embodiments, the aryl ring is of the formula:

##STR00079##

In certain embodiments, the aryl ring is of the formula:

##STR00080##

In certain embodiments, the aryl ring is of the formula:

##STR00081##

In certain embodiments, the aryl ring is of the formula:

##STR00082##

In certain embodiments, the aryl ring is of the formula:

##STR00083##

In certain embodiments, the aryl ring is of the formula:

##STR00084##

In certain embodiments, the aryl ring is of the formula:

##STR00085##

In certain embodiments, the aryl ring is of the formula:

##STR00086##

In certain embodiments, the aryl ring is of the formula:

##STR00087##

In certain embodiments, the aryl ring is of the formula:

##STR00088##

In certain embodiments, the aryl ring is of the formula:

##STR00089##

In certain embodiments, the aryl ring is of the formula:

##STR00090##

In certain embodiments, the aryl ring is of the formula:

##STR00091##

In certain embodiments, the aryl ring is of the formula:

##STR00092##

In certain embodiments, the aryl ring is of the formula:

##STR00093##

In certain embodiments, the aryl ring is of the formula:

##STR00094##

In certain embodiments, the aryl ring is of the formula:

##STR00095##

In certain embodiments, the aryl ring is of the formula:

##STR00096##

In certain embodiments, the aryl ring is of the formula:

##STR00097##

[0188] In certain embodiments, the aryl ring is a bicyclic aryl. In certain embodiments, the aryl ring is of the formula:

##STR00098##

In certain embodiments, the aryl ring is of the formula:

##STR00099##

[0189] In certain embodiments, the aryl ring is a heteroaryl. In certain embodiments, the aryl ring is pyridine. In certain embodiments, the aryl ring is of the formula:

##STR00100##

In certain embodiments, the aryl ring is of the formula:

##STR00101##

In certain embodiments, the aryl ring is of the formula:

##STR00102##

In certain embodiments, the aryl ring is of the formula:

##STR00103##

[0190] In certain embodiments, the aryl ring is bicyclic heteroaryl. In certain embodiments, the aryl ring is of the formula:

##STR00104##

In certain embodiments, the aryl ring is of the formula:

##STR00105##

In certain embodiments, the aryl ring is of the formula:

##STR00106##

In certain embodiments, the aryl ring is of the formula:

##STR00107##

In certain embodiments, the aryl ring is of the formula:

##STR00108##

In certain embodiments, the aryl ring is of the formula:

##STR00109##

In certain embodiments, the aryl ring is of the formula:

##STR00110##

In certain embodiments, the aryl ring is of the formula:

##STR00111##

In certain embodiments, the aryl ring is of the formula:

##STR00112##

[0191] As generally defined herein, the aryl ring may be substituted with the substituent R.sup.2. In certain embodiments, the aryl ring includes one or more instances of substituent R.sup.2. In certain embodiments, m is 1. In certain embodiments, m is 2. In certain embodiments, m is 3. In certain embodiments, m is 4. In certain embodiments, R.sup.2 is —H. In certain embodiments, R.sup.2 is substituted or unsubstituted alkyl. In certain embodiments, R.sup.2 is substituted or unsubstituted methyl. In certain embodiments, R.sup.2 is unsubstituted methyl. In certain embodiments, R.sup.2 is haloalkyl. In certain embodiments, R.sup.2 is —CF.sub.3. In certain embodiments, R.sup.2 is —CCl.sub.3. In certain embodiments, R.sup.2 is —CHF.sub.2. In certain embodiments, R.sup.2 is —CH.sub.2F. In certain embodiments, R.sup.2 is substituted or unsubstituted alkenyl. In certain embodiments, R.sup.2 is substituted or unsubstituted alkynyl. In certain embodiments, R.sup.2 is a terminal alkyne. In certain embodiments, R.sup.2 is substituted or unsubstituted carbocyclyl. In certain embodiments, R.sup.2 is substituted or unsubstituted heterocyclyl. In certain embodiments, R.sup.2 is substituted or unsubstituted aryl. In certain embodiments, R.sup.2 is substituted or unsubstituted heteroaryl. In certain embodiments, R.sup.2 optionally substituted acyl. In certain embodiments, R.sup.2 is —N(R.sup.c).sub.2, wherein on instance of R.sup.c is hydrogen. In certain embodiments, R.sup.2 is —N(R.sup.c).sub.2, wherein one instance of R.sup.c is optionally substituted acyl. In certain embodiments, R.sup.c optionally substituted alkyl. In certain embodiments, both instances of R.sup.c are the same. In certain embodiments, each instance of R.sup.c is different. In certain embodiments, R.sup.c optionally substituted alkenyl. In certain embodiments, R.sup.2 is —OMe. In certain embodiments, R.sup.2 is a halogen. In certain embodiments, R.sup.2 is —Cl. In certain embodiments, R.sup.2 is —NO.sub.2.

[0192] In certain embodiments, R.sup.2 is substituted or unsubstituted heteroalkyl. In certain embodiments, R.sup.2 is

##STR00113##

In certain embodiments, R.sup.2 is

##STR00114##

[0193] Formula (I) includes substituent X.sup.1. In certain embodiments, X.sup.1 is a bond. In certain embodiments, X.sup.1 is —O—. In certain embodiments, X.sup.1 is —S—. In certain embodiments, X.sup.1 is optionally substituted C.sub.1-6alkyl. In certain embodiments, X.sup.1 is —N(R.sup.d)— as valency permits, wherein R.sup.d is a bond, hydrogen, substituted or unsubstituted C.sub.1-6 alkyl, or a nitrogen protecting group. In certain embodiments, X.sup.1 is C(═O)N(R.sup.d)—. In certain embodiments, X.sup.1 is —N(R.sup.d)C(═O)—. In certain embodiments, X.sup.1 is —C(R.sup.d).sub.2N(R.sup.d)—. In certain embodiments, X.sup.1 is —CH.sub.2N(R.sup.d)—. In certain embodiments, X.sup.1 is —N(R.sup.d)C(═O)—. In certain embodiments, X.sup.1 is —C(R.sup.d).sub.2O. In certain embodiments, X.sup.1 is —OC(R.sup.d).sub.2—. In certain embodiments, X.sup.1 is —C(═O)—. In certain embodiments, X.sup.1 is —C(═O)O—. In certain embodiments, X.sup.1 is —C(═O)S—. In certain embodiments, X.sup.1 is —C(═O)N(R.sup.d)—. In certain embodiments, X.sup.1 is —OC(═O)—. In certain embodiments, X.sup.1 is —OC(═O)O—. In certain embodiments, X.sup.1 is —OC(═O)S—. In certain embodiments, X.sup.1 is —OC(═O)N(R.sup.d)—. In certain embodiments, X.sup.1 is —N(R.sup.d)C(═O)O—. In certain embodiments, X.sup.1 is —N(R.sup.d)C(═O)S—. In certain embodiments, X.sup.1 is —N(R.sup.d)C(═O)N(R.sup.d)—. In certain embodiments, X.sup.1 is —C(═NR.sup.d)—. In certain embodiments, X.sup.1 is —C(═NR.sup.d)O—. In certain embodiments, X.sup.1 is —C(═NR.sup.d)N(R.sup.d)—. In certain embodiments, X.sup.1 is —OC(═NR.sup.d)—. In certain embodiments, X.sup.1 is —OC(═NR.sup.d)O—. In certain embodiments, X.sup.1 is —OC(═NR.sup.d)S—. In certain embodiments, X.sup.1 is —OC(═NR.sup.d)N(R.sup.d)—. In certain embodiments, X.sup.1 is —NR.sup.dC(═NR.sup.d)—. In certain embodiments, X.sup.1 is —NR.sup.dC(═NR.sup.d)O—. In certain embodiments, X.sup.1 is —S(═O)—. In certain embodiments, X.sup.1 is —SO.sub.2—. In certain embodiments, R.sup.d is hydrogen. In certain embodiments, R.sup.d is C.sub.1-6 alkyl. In certain embodiments, R.sup.d is substituted or unsubstituted methyl. In certain embodiments, R.sup.d is unsubstituted methyl. In certain embodiments, X.sup.1 is —C(═O)N(H)—. In certain embodiments, X.sup.1 is —N(H)C(═O)—. In certain embodiments, X.sup.1 is —CH.sub.2N(H)—. In certain embodiments, R.sup.2 is joined together with X.sup.1 to form an optionally substituted heterocyclic ring. In certain embodiments, R.sup.2 is joined together with X.sup.1 to form a pyrroline ring. In certain embodiments, R.sup.1 is —CF.sub.3, R.sup.2 is —CH.sub.2—, and X.sup.1 is —CH.sub.2N(R.sup.d)—.

[0194] Formula (I) includes substituent X.sup.2. In certain embodiments, X.sup.2 is a bond. In certain embodiments, X.sup.2 is —O—. In certain embodiments, X.sup.2 is optionally substituted C.sub.1-6alkyl. In certain embodiments, X.sup.2 is —N(R.sup.da)—, wherein R.sup.da is independently a bond, hydrogen, substituted or unsubstituted C.sub.1-6alkyl, or a nitrogen protecting group. In certain embodiments, X.sup.2 is —C(R.sup.d).sub.2N(R.sup.da)—. In certain embodiments, X.sup.2 is —C(═O)N(R.sup.da)—. In certain embodiments, X.sup.2 is —C(═O)N(H)—. In certain embodiments, X.sup.2 is —N(R.sup.da)C(═O)—. In certain embodiments, X.sup.2 is —C(R.sup.da).sub.2O—. In certain embodiments, X.sup.2 is —OC(R.sup.da).sub.2—. In certain embodiments, X.sup.2 is —C(═O)—. In certain embodiments, X.sup.2 is —C(═O)O—. In certain embodiments, X.sup.2 is —C(═O)S—. In certain embodiments, X.sup.2 is —C(═O)N(R.sup.da)—. In certain embodiments, X.sup.2 is —OC(═O)—. In certain embodiments, X.sup.2 is —OC(═O)O—. In certain embodiments, X.sup.2 is —OC(═O)S—. In certain embodiments, X.sup.2 is —OC(═O)N(R.sup.da)—. In certain embodiments, X.sup.2 is —NR.sup.daC(═O)—. In certain embodiments, X.sup.2 is —N(R.sup.da)C(═O)O—. In certain embodiments, X.sup.2 is —N(R.sup.da)C(═O)S—. In certain embodiments, X.sup.2 is —N(R.sup.da)C(═O)N(R.sup.da)—. In certain embodiments, X.sup.2 is —SC(═O)—. In certain embodiments, X.sup.2 is —SC(═O)O—. In certain embodiments, X.sup.2 is —SC(═O)S—. In certain embodiments, X.sup.2 is —SC(═O)N(R.sup.da)—. In certain embodiments, X.sup.2 is —C(═NR.sup.da)—. In certain embodiments, X.sup.2 is —C(═NR.sup.da)O—. In certain embodiments, X.sup.2 is —C(═NR.sup.da)S—. In certain embodiments, X.sup.2 is —C(═NR.sup.da)N(R.sup.da)—. In certain embodiments, X.sup.2 is —OC(═NR.sup.da)—. In certain embodiments, X.sup.2 is —OC(═NR.sup.da)O—. In certain embodiments, X.sup.2 is —OC(═NR.sup.da)S—. In certain embodiments, X.sup.2 is —OC(═NR.sup.da)N(R.sup.da)—. In certain embodiments, X.sup.2 is —NR.sup.daC(═NR.sup.da)—. In certain embodiments, X.sup.2 is —NR.sup.daC(═NR.sup.da)O—. In certain embodiments, X.sup.2 is —NR.sup.daC(═NR.sup.da)S—. In certain embodiments, X.sup.2 is —NR.sup.daC(═NR.sup.da)N(R.sup.da)—. In certain embodiments, X.sup.2 is —SC(═NR.sup.da)—. In certain embodiments, X.sup.2 is —SC(═NR.sup.da)O—. In certain embodiments, X.sup.2 is —SC(═NR.sup.da)S—. In certain embodiments, X.sup.2 is —SC(═NR.sup.da)N(R.sup.da)—. In certain embodiments, X.sup.2 is —S—. In certain embodiments, X.sup.2 is —S(═O)—. In certain embodiments, X.sup.2 is —SO.sub.2—. In certain embodiments, R.sup.da is hydrogen. In certain embodiments, Ra is C.sub.1-6 alkyl. In certain embodiments, R.sup.da is substituted or unsubstituted methyl.

[0195] In certain embodiments, X.sup.1 and X.sup.2 are the same. In certain embodiments, X.sup.1 and X.sup.2 are different. In certain embodiments, X.sup.1 is a bond; and X.sup.2 is a bond. In certain embodiments, X.sup.1 is —N(R.sup.da)—; and X.sup.2 is a bond. In certain embodiments, X.sup.1 is —N(H)—; and X.sup.2 is a bond. In certain embodiments, X.sup.1 is —N(R.sup.da)—; and X.sup.2 is —N(R.sup.da)—. In certain embodiments, X.sup.1 is —N(H)—; and X.sup.2 is —N(R.sup.da)—. In certain embodiments, X.sup.1 is —N(R.sup.da)—; and X.sup.2 is —N(H)—. In certain embodiments, X.sup.1 is —N(H)—; and X.sup.2 is —N(H)—. In certain embodiments, X.sup.1 is —O—; and X.sup.2 is a bond. In certain embodiments, X.sup.1 is —O—; and X.sup.2 is —N(R.sup.da)—. In certain embodiments, X.sup.1 is —O—; and X.sup.2 is —N(H)—. In certain embodiments, X.sup.1 is —CH.sub.2N(R.sup.da)—; and X.sup.2 is a bond. In certain embodiments, X.sup.1 is —N(R.sup.d)C(═O)—; and X.sup.2 is a bond. In certain embodiments, X.sup.1 is —N(H)C(═O)—; and X.sup.2 is a bond. In certain embodiments, X.sup.1 is —N(Me)C(═O)—; and X.sup.2 is a bond. In certain embodiments, X.sup.1 is —C(═O)N(R.sup.d)—; and X.sup.2 is a bond. In certain embodiments, X.sup.1 is —C(═O)N(H)—; and X.sup.2 is a bond. In certain embodiments, X.sup.1 is a bond; and X.sup.2 is N(R.sup.da). In certain embodiments, X.sup.1 is a bond; and X.sup.2 is N(H). In certain embodiments, X.sup.1 is —C(R.sup.d).sub.2O—; and X.sup.2 is a bond. In certain embodiments, X.sup.1 is —CH.sub.2O—; and X.sup.2 is a bond. In certain embodiments, X.sup.1 is —N(R.sup.da)C(R.sup.d).sub.2—; and X.sup.2 is a bond. In certain embodiments, X.sup.1 is —N(H)CH.sub.2—; and X.sup.2 is a bond. In certain embodiments, X.sup.1 is —C(R).sub.2—; and X.sup.2 is a bond. In certain embodiments, X.sup.1 is —CH.sub.2—; and X.sup.2 is a bond.

[0196] Formula (I) includes ring

##STR00115##

In certain embodiments, ring

##STR00116##

is optionally substituted carbocyclyl (e.g., substituted or unsubstituted, 5- to 6-membered, monocyclic carbocyclyl comprising zero, one, or two double bonds in the carbocyclic ring system). In certain embodiments, ring

##STR00117##

is substituted or unsubstituted cyclohexane. In certain embodiments, ring

##STR00118##

is substituted or unsubstituted cyclopentane. In certain embodiments, X.sup.1 is —N(H)—; and ring

##STR00119##

is substituted or unsubstituted cyclohexane. In certain embodiments, X.sup.1 is —O—; and ring

##STR00120##

is substituted or unsubstituted cyclohexane. In certain embodiments, X.sup.1 is —N(H)—; and ring

##STR00121##

is substituted or unsubstituted cyclopentane. In certain embodiments, X.sup.1 is —O—; and ring

##STR00122##

is substituted or unsubstituted cyclopentane.

[0197] In certain embodiments, ring A is of the Formula (IV):

##STR00123##

wherein:

[0198] R.sup.3 is hydrogen, halogen, optionally substituted acyl, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, —C(═O)OH, —OR.sup.e, —N(R.sup.e).sub.2, —SR.sup.e, or —S(═O).sub.2R.sup.e wherein R.sup.e is independently selected from hydrogen, optionally substituted acyl, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, a nitrogen protecting group when attached to a nitrogen atom, an oxygen protecting group when attached to an oxygen atom, and a sulfur protecting group when attached to a sulfur atom;

[0199] n is 0, 1, 2, 3, 4, 5, 6, 7, or 8 as valency permits; or

[0200] optionally, two instances of R.sup.3 can be joined together to form an optionally substituted carbocyclic or heterocyclic fused ring.

[0201] As generally defined herein, ring A may include the substituent R.sup.3. In certain embodiments, R.sup.3 is hydrogen. In certain embodiments, R.sup.3 is halogen. In certain embodiments, R.sup.3 is —Cl. In certain embodiments, R.sup.3 is —Br. In certain embodiments, R.sup.3 is —I. In certain embodiments, R.sup.3 is optionally substituted acyl. In certain embodiments, R.sup.3 is optionally substituted alkyl. In certain embodiments, R.sup.3 is optionally substituted C.sub.1-C.sub.6 alkyl. In certain embodiments, R.sup.3 is -Me. In certain embodiments, R.sup.3 is —CF.sub.3. In certain embodiments, R.sup.3 is optionally substituted alkenyl. In certain embodiments, R.sup.3 is optionally substituted alkynyl. In certain embodiments, R.sup.3 is optionally substituted carbocyclyl. In certain embodiments, R.sup.3 is optionally substituted heterocyclyl. In certain embodiments, R.sup.3 is optionally substituted aryl. In certain embodiments, R.sup.3 is substituted or unsubstituted phenyl. In certain embodiments, R.sup.3 is optionally substituted heteroaryl. In certain embodiments, R.sup.3 is substituted or unsubstituted pyridine. In certain embodiments, R.sup.3 is substituted or unsubstituted pyrimidine. In certain embodiments, R.sup.3 is substituted or unsubstituted pyrazine. In certain embodiments, R.sup.3 is substituted or unsubstituted pyrrole. In certain embodiments, R.sup.3 is a substituted or unsubstituted azole. In certain embodiments, R.sup.3 is substituted or unsubstituted pyrazole. In certain embodiments, R.sup.3 is substituted or unsubstituted imidazole. In certain embodiments, R.sup.3 is substituted or unsubstituted triazole. In certain embodiments, the triazole is further substituted with an optionally substituted heteroaryl. In certain embodiments, R.sup.3 is substituted or unsubstituted tetrazole. In certain embodiments, R.sup.3 is substituted or unsubstituted pyrazole. In certain embodiments, R.sup.3 is —C(═O)OR.sup.e. In certain embodiments, R.sup.3 is —C(═O)OH. In certain embodiments, R.sup.3 is —C(═O)OMe. In certain embodiments, R.sup.3 is —CN. In certain embodiments, R.sup.3 is —C(═O)N(R.sup.e).sub.2. In certain embodiments, R.sup.3 is —C(═O)NH.sub.2. In certain embodiments, R.sup.3 is —C(═O)NMe.sub.2. In certain embodiments, R.sup.3 is —OR.sup.e. In certain embodiments, R.sup.3 is —N(R.sup.e).sub.2. In certain embodiments, R.sup.3 is —SR.sup.e. In certain embodiments, R.sup.3 is —N(R.sup.e)SO.sub.2Re. In certain embodiments, R.sup.3 is —N(H)SO.sub.2R.sup.e. In certain embodiments, R.sup.3 is —N(H)SO.sub.2R.sup.e, wherein R.sup.e is optionally substituted aryl or heteroaryl. In certain embodiments, R.sup.e is independently selected from hydrogen, optionally substituted acyl, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, a nitrogen protecting group when attached to a nitrogen atom, an oxygen protecting group when attached to an oxygen atom, and a sulfur protecting group when attached to a sulfur atom; and n is 0, 1, 2, 3, 4, 5, 6, 7, or 8 as valency permits. Optionally, two instances of R.sup.3 can be joined together to form an optionally substituted carbocyclic or heterocyclic fused ring

[0202] In certain embodiments, ring

##STR00124##

is an optionally substituted heteroaryl ring. In certain embodiments, ring

##STR00125##

is an optionally substituted heterocyclic ring. In certain embodiments, A is substituted or unsubstituted azetidine. In certain embodiments, ring

##STR00126##

is substituted or unsubstituted pyrrolidine. In certain embodiments, ring

##STR00127##

is substituted or unsubstituted indoline. In certain embodiments, ring

##STR00128##

is substituted or unsubstituted piperidine. In certain embodiments, ring

##STR00129##

is substituted or unsubstituted azepane. In certain embodiments, ring

##STR00130##

is of the formula:

##STR00131##

In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is —N(H)—, and ring

##STR00132##

is of the formula:

##STR00133##

wherein n is 0. In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is a bond, and ring

##STR00134##

is of the formula:

##STR00135##

wherein n is 0. In certain embodiments, ring

##STR00136##

is of the formula:

##STR00137##

[0203] In certain embodiments, ring A is of the formula:

##STR00138## ##STR00139##

[0204] In other embodiments, ring A is of the Formula (III):

##STR00140##

[0205] In certain embodiments, ring

##STR00141##

is of the formula:

##STR00142##

In certain embodiments, ring

##STR00143##

is of the formula:

##STR00144##

In certain embodiments, ring

##STR00145##

is of the formula:

##STR00146##

In certain embodiments, ring

##STR00147##

is of the formula:

##STR00148##

In certain embodiments, ring

##STR00149##

is of the formula:

##STR00150##

In certain embodiments, ring

##STR00151##

is of the formula:

##STR00152##

In certain embodiments, ring

##STR00153##

is of the formula:

##STR00154##

In certain embodiments, ring

##STR00155##

is of the formula:

##STR00156##

In certain embodiments ring

##STR00157##

is of the formula:

##STR00158##

In certain embodiments, ring

##STR00159##

is of the formula:

##STR00160##

In certain embodiments, ring

##STR00161##

is of the formula:

##STR00162##

In certain embodiments, ring

##STR00163##

is of the formula:

##STR00164##

In certain embodiments, ring

##STR00165##

is of the formula:

##STR00166##

In certain embodiments, ring

##STR00167##

is of the formula:

##STR00168##

In certain embodiments, ring

##STR00169##

is of the formula:

##STR00170##

[0206] In certain embodiments, ring

##STR00171##

is of the formula:

##STR00172##

wherein R.sup.3a is hydrogen, halogen, optionally substituted acyl, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, —OR.sup.3aa, —NO.sub.2, —N(R.sup.3aa).sub.2, or —SR.sup.3aa, wherein R.sup.3, is independently selected from hydrogen, optionally substituted acyl, optionally substituted alkyl, methyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, a nitrogen protecting group when attached to a nitrogen atom, an oxygen protecting group when attached to an oxygen atom, and a sulfur protecting group when attached to a sulfur atom, and q is 0, 1, 2, 3, 4, or 5. In certain embodiments, ring

##STR00173##

is of the formula:

##STR00174##

In certain embodiments, ring

##STR00175##

is of the formula:

##STR00176##

In certain embodiments, ring

##STR00177##

is of the formula:

##STR00178##

wherein R.sup.3a is hydrogen, halogen, optionally substituted acyl, optionally substituted alkyl, haloalkyl, methyl, optionally substituted heteroalkyl, trifluoromethyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, —OR.sup.3a1, —NO.sub.2, —N(R.sup.3a1).sub.2, or —SR.sup.3a1, wherein R.sup.3a1 is independently selected from hydrogen, optionally substituted acyl, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, and q is 0, 1, 2, 3 or 4, as valency permits. In certain embodiments, ring

##STR00179##

is of the formula:

##STR00180##

In certain embodiments, ring

##STR00181##

is of the formula:

##STR00182##

In certain embodiments, ring

##STR00183##

is of the formula:

##STR00184##

In certain embodiments, ring

##STR00185##

is of the formula:

##STR00186##

In certain embodiments, ring

##STR00187##

is of the formula:

##STR00188##

In certain embodiments, ring

##STR00189##

is of the formula:

##STR00190##

wherein R.sup.3a is hydrogen, halogen, optionally substituted acyl, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, —OR.sup.3aa, —NO.sub.2, —N(R.sup.3aa).sub.2, or —SR.sup.3aa, wherein R.sup.3aa is independently selected from hydrogen, optionally substituted acyl, optionally substituted alkyl, methyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, a nitrogen protecting group when attached to a nitrogen atom, an oxygen protecting group when attached to an oxygen atom, and a sulfur protecting group when attached to a sulfur atom, and q is 0, 1, 2, 3, 4, 5, 6, 7, or 8. In certain embodiments, ring

##STR00191##

is of the formula:

##STR00192##

In certain embodiments, ring

##STR00193##

is of the formula:

##STR00194##

In certain embodiments, ring

##STR00195##

is of the formula:

##STR00196##

In certain embodiments, ring

##STR00197##

is of the formula:

##STR00198##

In certain embodiments, ring

##STR00199##

is of the formula:

##STR00200##

In certain embodiments, ring

##STR00201##

is of the formula:

##STR00202##

In certain embodiments, ring

##STR00203##

is of the formula:

##STR00204##

In certain embodiments, ring

##STR00205##

is of the formula:

##STR00206##

In certain embodiments, ring

##STR00207##

is of the formula:

##STR00208##

In certain embodiments, ring

##STR00209##

is of the formula:

##STR00210##

In certain embodiments, ring

##STR00211##

is of the formula:

##STR00212##

In certain embodiments, ring

##STR00213##

is of the formula:

##STR00214##

In certain embodiments, ring

##STR00215##

is of the formula:

##STR00216##

In certain embodiments, ring

##STR00217##

is of the formula:

##STR00218##

In certain embodiments, ring

##STR00219##

is of the formula:

##STR00220##

In certain embodiments, ring

##STR00221##

is of the formula:

##STR00222##

In certain embodiments, ring

##STR00223##

is of the formula:

##STR00224##

In certain embodiments, ring

##STR00225##

is of the formula:

##STR00226##

In certain embodiments, ring

##STR00227##

is of the formula:

##STR00228##

[0207] In certain embodiments, ring

##STR00229##

is of the formula:

##STR00230##

[0208] In certain embodiments, ring

##STR00231##

is of the formula:

##STR00232##

In certain embodiments, ring

##STR00233##

is of the formula:

##STR00234##

In certain embodiments, ring

##STR00235##

is of the formula:

##STR00236##

In certain embodiments, ring

##STR00237##

is of the formula:

##STR00238##

[0209] As generally defined herein, Formula (I) includes the substituent D.sup.1, wherein D.sup.1 is a warhead of formula:

##STR00239## ##STR00240## ##STR00241##

wherein:

[0210] L.sup.3 is a bond or an optionally substituted C.sub.1-4 hydrocarbon chain, optionally wherein one or more carbon units of the hydrocarbon chain are independently replaced with —O—, —S—, —NR.sup.L3a—, —NR.sup.L3aC(═O)—, —C(═O)NR.sup.L3a—, —SC(═O)—, —C(═O)S—, —OC(═O)—, —C(═O)O—, —NR.sup.L3aC(═S)—, —C(═S)NR.sup.L3a—, trans-CR.sup.L3b═CR.sup.L3b—, cis-CR.sup.L3b═CR.sup.L3b—, —C≡C—, —S(═O)—, —S(═O)O—, —OS(═O)—, —S(═O)NR.sup.L3a—, —NR.sup.L3aS(═O)—, —S(═O).sub.2—, —S(═O).sub.2O—, —OS(═O).sub.2—, —S(═O).sub.2NR.sup.L3a—, or —NR.sup.L3aS(═O).sub.2—, wherein R.sup.L3a is hydrogen, substituted or unsubstituted C.sub.1-6 alkyl, or a nitrogen protecting group, and wherein each occurrence of R.sup.L3b is independently selected from the group consisting of hydrogen, halogen, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, and optionally substituted heteroaryl, or two R.sup.L3b groups are joined to form an optionally substituted carbocyclic or optionally substituted heterocyclic ring;

[0211] L.sup.4 is a bond or an optionally substituted C.sub.1-4 hydrocarbon chain;

[0212] R.sup.E1 is selected from the group consisting of hydrogen, halogen, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, —CN, —CH.sub.2OR.sup.E1a, —CH.sub.2N(R.sup.E1a).sub.2, —CH.sub.2SR.sup.E1a, —OR.sup.E1a, —N(R.sup.E1a).sub.2, —Si(R.sup.E1a).sub.3, and —SR.sup.E1a, wherein each occurrence of R.sup.E1a is independently selected from the group consisting of hydrogen, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, and optionally substituted heteroaryl, or two R.sup.E1a groups are joined to form an optionally substituted heterocyclic ring;

[0213] R.sup.E2 is selected from the group consisting of hydrogen, halogen, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, —CN, —CH.sub.2OR.sup.E2a, —CH.sub.2N(R.sup.E2a).sub.2, —CH.sub.2SR.sup.E2a, —OR.sup.E2a, —N(R.sup.E2a).sub.2, and —SR.sup.E2a, wherein each occurrence of R.sup.E2a is independently selected from the group consisting of hydrogen, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, and optionally substituted heteroaryl, or two R.sup.E2a groups are joined to form an optionally substituted heterocyclic ring;

[0214] R.sup.E3 is selected from the group consisting of hydrogen, halogen, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, —CN, —CH.sub.2OR.sup.E3a, —CH.sub.2N(R.sup.E3a).sub.2, —CH.sub.2SR.sup.E3a, —OR.sup.E3a, —N(R.sup.E3a).sub.2, and —SR.sup.E3a, wherein each occurrence of R.sup.E3a is independently selected from the group consisting of hydrogen, optionally substituted alkyl, optionally substituted alkoxy, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, and optionally substituted heteroaryl, or two R.sup.E3a groups are joined to form an optionally substituted heterocyclic ring;

[0215] or R.sup.E1 and R.sup.E3, or R.sup.E2 and R.sup.E3, or R.sup.E1 and R.sup.E2 are joined to form an optionally substituted carbocyclic or optionally substituted heterocyclic ring;

[0216] R.sup.E is a leaving group;

[0217] R.sup.E5 is halogen;

[0218] Y is O, S, or NR.sup.E6, wherein R.sup.E6 is hydrogen, substituted or unsubstituted C.sub.1-6 alkyl, or a nitrogen protecting group;

[0219] a is 1 or 2; and

each instance of z is independently 0, 1, 2, 3, 4, 5, or 6.

[0220] In certain embodiments, D.sup.1 is a warhead of formula (i-1) through (i-42). In certain embodiments, the warhead is of formula

##STR00242##

In certain embodiments, D.sup.1 is a warhead of formula

##STR00243##

In certain embodiments, D.sup.1 is a warhead of formula

##STR00244##

In certain embodiments, D.sup.1 is a warhead of formula

##STR00245##

In certain embodiments, D.sup.1 is of formula:

##STR00246##

In certain embodiments, D.sup.1 is of formula:

##STR00247##

In certain embodiments, L.sup.3 is a bond. In certain embodiments, L.sup.3 is —NH—. In certain embodiments, R.sup.E1 and R.sup.E2 are hydrogen. In certain embodiments, R.sup.E1, R.sup.E2, and R.sup.E3 are all hydrogen. In certain embodiments, R.sup.E3 is —CH.sub.2NMe.sub.2.

[0221] In certain embodiments, the warhead is of formula:

##STR00248##

In certain embodiments, the warhead is of formula:

##STR00249##

In certain embodiments, the warhead is of formula:

##STR00250##

In certain embodiments the warhead is of formula:

##STR00251##

In certain embodiments, the warhead is of formula:

##STR00252##

In certain embodiments, the warhead is of formula:

##STR00253##

In certain embodiments, the warhead is of formula:

##STR00254##

In certain embodiments, the warhead is of formula:

##STR00255##

In certain embodiments, the warhead is of formula:

##STR00256##

In certain embodiments, the warhead is

##STR00257##

In certain embodiments, the warhead is of formula:

##STR00258##

In certain embodiments, the warhead is of formula:

##STR00259##

In certain embodiments, the warhead is of formula:

##STR00260##

In certain embodiments, the warhead is of formula:

##STR00261##

[0222] In certain embodiments, the warhead is of formula:

##STR00262##

In certain embodiments, the warhead is of formula:

##STR00263##

In certain embodiments, the warhead is of formula:

##STR00264##

In certain embodiments, the warhead is of formula

##STR00265##

In certain embodiments, the warhead is of formula:

##STR00266##

In certain embodiments, the warhead is of formula:

##STR00267##

In certain embodiments, the warhead is of formula:

##STR00268##

In certain embodiments, the warhead is of formula:

##STR00269##

In certain embodiments, the warhead is of formula:

##STR00270##

In certain embodiments, the warhead is of formula:

##STR00271##

In certain embodiments, the warhead is of formula:

##STR00272##

In certain embodiments, the warhead is of formula:

##STR00273##

In certain embodiments, the warhead is of formula:

##STR00274##

In certain embodiments, the warhead is of formula:

##STR00275##

In certain embodiments, the warhead is of formula:

##STR00276##

In certain embodiments, the warhead is of formula:

##STR00277##

In certain embodiments, the warhead is of formula:

##STR00278##

In certain embodiments, the warhead is of formula:

##STR00279##

In certain embodiments, the warhead is of formula:

##STR00280##

In certain embodiments, the warhead is of formula:

##STR00281##

In certain embodiments, the warhead is of formula:

##STR00282##

In certain embodiments, the warhead is of formula:

##STR00283##

In certain embodiments, the warhead is of formula:

##STR00284##

In certain embodiments, the warhead is of formula:

##STR00285##

In certain embodiments, the warhead is of formula:

##STR00286##

In certain embodiments, the warhead is of formula:

##STR00287##

In certain embodiments, the warhead is of formula:

##STR00288##

In certain embodiments, the warhead is of the formula:

##STR00289##

In certain embodiments, the warhead is of the formula:

##STR00290##

In certain embodiments, the warhead is of the formula:

##STR00291##

In certain embodiments, the warhead is of the formula:

##STR00292##

[0223] In certain embodiments, L.sup.3 is a bond (e.g., a single bond, a double bond, or a triple bond). In certain embodiments, L.sup.3 is a single bond. In certain embodiments, L.sup.3 is a double bond. In certain embodiments, L.sup.3 is a triple bond. In certain embodiments, L.sup.3 is an optionally substituted C.sub.1-4hydrocarbon chain, optionally wherein one or more carbon units of the hydrocarbon chain are independently replaced with —C═O—, —O—, —S—, —NR.sup.L3a—, —NR.sup.L3aC(═O)—, —C(═O)NR.sup.L3a—, —SC(═O)—, —C(═O)S—, —OC(═O)—, —C(═O)O, NR.sup.L3aC(═S)—, —C(═S)NR.sup.L3a—, trans-CR.sup.L3b═CR.sup.L3b—, cis-CR.sup.L3b═CR.sup.L3b—, —C≡C—, —S(═O)—, —S(═O)O—, —OS(═O)—, —S(═O)NR.sup.L3a—, —NR.sup.L3aS(═O)—, —S(═O).sub.2—, —S(═O).sub.2O—, —OS(═O).sub.2—, —S(═O).sub.2NR.sup.L3a—, or —NR.sup.L3aS(═O).sub.2—, wherein R.sup.L3a is hydrogen, substituted or unsubstituted C.sub.1-6 alkyl, or a nitrogen protecting group, and wherein each occurrence of R.sup.L3b is independently hydrogen, halogen, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, or optionally substituted heteroaryl, or two R.sup.L3b groups are joined to form an optionally substituted carbocyclic or optionally substituted heterocyclic ring. In certain embodiments, L.sup.4 is a bond (e.g., a single bond, a double bond, or a triple bond). In certain embodiments, L.sup.4 is an optionally substituted branched C.sub.1-6 hydrocarbon chain (e.g., i-Pr). In certain embodiments, L.sup.4 is an optionally substituted unbranched C.sub.1-4 hydrocarbon chain (e.g., n-Pr, or n-Bu). In certain embodiments, at least one instance of R.sup.E1 is H. In certain embodiments, at least one instance of R.sup.E1 is halogen (e.g., F, C.sub.1, Br, or I). In certain embodiments, at least one instance of R.sup.E1 is optionally substituted alkyl (e.g., Me, or Et). In certain embodiments, at least one instance of R.sup.E1 is optionally substituted alkenyl (e.g., optionally substituted vinyl). In certain embodiments, at least one instance of R.sup.E1 is optionally substituted alkynyl. In certain embodiments, at least one instance of R.sup.E1 is substituted or unsubstituted carbocyclyl (e.g., substituted or unsubstituted, 3- to 7-membered, monocyclic carbocyclyl comprising zero, one, or two double bonds in the carbocyclic ring system). In certain embodiments, at least one instance of R.sup.E1 is substituted or unsubstituted heterocyclyl (e.g., substituted or unsubstituted, 3- to 7-membered, monocyclic heterocyclyl comprising zero, one, or two double bonds in the heterocyclic ring system, wherein one, two, or three atoms in the heterocyclic ring system are independently nitrogen, oxygen, or sulfur). In certain embodiments, at least one instance of R.sup.E1 is substituted or unsubstituted aryl (e.g., substituted or unsubstituted, 6- to 10-membered aryl). In certain embodiments, at least one instance of R.sup.E1 is substituted or unsubstituted phenyl. In certain embodiments, at least one instance of R.sup.E1 is substituted or unsubstituted heteroaryl (e.g., substituted or unsubstituted, 5- to 6-membered, monocyclic heteroaryl, wherein one, two, three, or four atoms in the heteroaryl ring system are independently nitrogen, oxygen, or sulfur). In certain embodiments, at least one instance of R.sup.E1 is —CN. In certain embodiments, at least one instance of R.sup.E1 is —CH.sub.2OR.sup.EE, wherein each instance of R.sup.EE is independently hydrogen, optionally substituted alkyl, optionally substituted alkoxy, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, or optionally substituted heteroaryl. In certain embodiments, at least one instance of R.sup.E1 is —CH.sub.2N(R.sup.EF).sub.2 or —N(R.sup.EF).sub.2, wherein each instance of R.sup.EF is independently hydrogen, optionally substituted alkyl, optionally substituted alkoxy, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, or optionally substituted heteroaryl, optionally wherein two R.sup.EF groups are joined to form an optionally substituted heterocyclic ring. In certain embodiments, at least one instance of R.sup.E1 is —CH.sub.2SR.sup.EE or —SR.sup.EE (e.g., —CH.sub.2SMe or —SMe). In certain embodiments, at least one instance of R.sup.E1 is —OR.sup.EE (e.g., —OMe). In certain embodiments, at least one instance of R.sup.E1 is —Si(R.sup.EG).sub.3, wherein each instance of R.sup.EG is independently hydrogen, optionally substituted alkyl, optionally substituted alkoxy, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, or optionally substituted heteroaryl (e.g., —Si(Me).sub.3).

[0224] In certain embodiments, at least one instance of R.sup.E2 is H. In certain embodiments, at least one instance of R.sup.E2 is halogen (e.g., F, Cl, Br, or I). In certain embodiments, at least one instance of R.sup.E2 is optionally substituted alkyl (e.g., Me, or Et). In certain embodiments, at least one instance of R.sup.E2 is optionally substituted alkenyl (e.g., optionally substituted vinyl). In certain embodiments, at least one instance of R.sup.E2 is optionally substituted alkynyl. In certain embodiments, at least one instance of R.sup.E2 is substituted or unsubstituted carbocyclyl (e.g., substituted or unsubstituted, 3- to 7-membered, monocyclic carbocyclyl comprising zero, one, or two double bonds in the carbocyclic ring system). In certain embodiments, at least one instance of R.sup.E2 is substituted or unsubstituted heterocyclyl (e.g., substituted or unsubstituted, 3- to 7-membered, monocyclic heterocyclyl comprising zero, one, or two double bonds in the heterocyclic ring system, wherein one, two, or three atoms in the heterocyclic ring system are independently nitrogen, oxygen, or sulfur). In certain embodiments, at least one instance of R.sup.E2 is substituted or unsubstituted aryl (e.g., substituted or unsubstituted, 6- to 10-membered aryl). In certain embodiments, at least one instance of R.sup.E2 is substituted or unsubstituted phenyl. In certain embodiments, at least one instance of R.sup.E2 is substituted or unsubstituted heteroaryl (e.g., substituted or unsubstituted, 5- to 6-membered, monocyclic heteroaryl, wherein one, two, three, or four atoms in the heteroaryl ring system are independently nitrogen, oxygen, or sulfur). In certain embodiments, at least one instance of R.sup.E2 is —CN. In certain embodiments, at least one instance of R.sup.E2 is —CH.sub.2OR.sup.EE, wherein each instance of R.sup.EE is independently hydrogen, optionally substituted alkyl, optionally substituted alkoxy, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, or optionally substituted heteroaryl. In certain embodiments, at least one instance of R.sup.E2 is —CH.sub.2N(R.sup.EF).sub.2 or N(R.sup.EF).sub.2, wherein each instance of R.sup.EF is independently hydrogen, optionally substituted alkyl, optionally substituted alkoxy, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, or optionally substituted heteroaryl, optionally wherein two R.sup.EF groups are joined to form an optionally substituted heterocyclic ring. In certain embodiments, at least one instance of R.sup.E2 is —CH.sub.2SR.sup.EE or —SR.sup.EE (e.g., —CH.sub.2SMe or —SMe). In certain embodiments, at least one instance of R.sup.E2 is —ORE (e.g., —OMe). In certain embodiments, at least one instance of R.sup.E2 is —Si(R.sup.EG).sub.3, wherein each instance of R.sup.EG is independently hydrogen, optionally substituted alkyl, optionally substituted alkoxy, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, or optionally substituted heteroaryl (e.g., —Si(Me).sub.3). In certain embodiments, at least one instance of R.sup.E3 is H. In certain embodiments, at least one instance of R.sup.E3 is halogen (e.g., F, C.sub.1, Br, or I). In certain embodiments, at least one instance of R.sup.E3 is optionally substituted alkyl (e.g., Me, or Et). In certain embodiments, at least one instance of R.sup.E3 is optionally substituted alkenyl (e.g., optionally substituted vinyl). In certain embodiments, at least one instance of R.sup.E3 is optionally substituted alkynyl. In certain embodiments, at least one instance of R.sup.E3 is substituted or unsubstituted carbocyclyl (e.g., substituted or unsubstituted, 3- to 7-membered, monocyclic carbocyclyl comprising zero, one, or two double bonds in the carbocyclic ring system). In certain embodiments, at least one instance of R.sup.E3 is substituted or unsubstituted heterocyclyl (e.g., substituted or unsubstituted, 3- to 7-membered, monocyclic heterocyclyl comprising zero, one, or two double bonds in the heterocyclic ring system, wherein one, two, or three atoms in the heterocyclic ring system are independently nitrogen, oxygen, or sulfur). In certain embodiments, at least one instance of R.sup.E3 is substituted or unsubstituted aryl (e.g., substituted or unsubstituted, 6- to 10-membered aryl). In certain embodiments, at least one instance of R.sup.E3 is substituted or unsubstituted phenyl. In certain embodiments, at least one instance of R.sup.E3 is substituted or unsubstituted heteroaryl (e.g., substituted or unsubstituted, 5- to 6-membered, monocyclic heteroaryl, wherein one, two, three, or four atoms in the heteroaryl ring system are independently nitrogen, oxygen, or sulfur). In certain embodiments, at least one instance of R.sup.E3 is —CN. In certain embodiments, at least one instance of R.sup.E3 is —CH.sub.2OR.sup.EE, wherein each instance of R.sup.EE is independently hydrogen, optionally substituted alkyl, optionally substituted alkoxy, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, or optionally substituted heteroaryl. In certain embodiments, at least one instance of R.sup.E3 is —CH.sub.2N(R.sup.EF).sub.2 or —N(R.sup.EF).sub.2, wherein each instance of R.sup.EF is independently hydrogen, optionally substituted alkyl, optionally substituted alkoxy, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, or optionally substituted heteroaryl, optionally wherein two R.sup.EF groups are joined to form an optionally substituted heterocyclic ring. In certain embodiments, at least one instance of R.sup.E3 is —CH.sub.2SR.sup.EE or —SR.sup.EE (e.g., —CH.sub.2SMe or —SMe). In certain embodiments, at least one instance of R.sup.E3 is —OR.sup.EE (e.g., —OMe). In certain embodiments, at least one instance of R.sup.E3 is —Si(R.sup.EG).sub.3, wherein each instance of R.sup.EG is independently hydrogen, optionally substituted alkyl, optionally substituted alkoxy, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, or optionally substituted heteroaryl (e.g., —Si(Me).sub.3). In certain embodiments, R.sup.E1 and R.sup.E3 are joined to form an optionally substituted carbocyclic ring (e.g., substituted or unsubstituted, 3- to 7-membered, monocyclic carbocyclyl comprising zero, one, or two double bonds in the carbocyclic ring system). In certain embodiments, R.sup.E1 and R.sup.E3 are joined to form an optionally substituted heterocyclic ring (e.g., substituted or unsubstituted, 3- to 7-membered, monocyclic heterocyclyl comprising zero, one, or two double bonds in the heterocyclic ring system, wherein one, two, or three atoms in the heterocyclic ring system are independently nitrogen, oxygen, or sulfur). In certain embodiments, R.sup.E2 and R.sup.E3 are joined to form an optionally substituted carbocyclic ring (e.g., substituted or unsubstituted, 3- to 7-membered, monocyclic carbocyclyl comprising zero, one, or two double bonds in the carbocyclic ring system). In certain embodiments, R.sup.E2 and R.sup.E3 are joined to form an optionally substituted heterocyclic ring (e.g., substituted or unsubstituted, 3- to 7-membered, monocyclic heterocyclyl comprising zero, one, or two double bonds in the heterocyclic ring system, wherein one, two, or three atoms in the heterocyclic ring system are independently nitrogen, oxygen, or sulfur). In certain embodiments, R.sup.E1 and R.sup.E2 are joined to form an optionally substituted carbocyclic ring (e.g., substituted or unsubstituted, 3- to 7-membered, monocyclic carbocyclyl comprising zero, one, or two double bonds in the carbocyclic ring system). In certain embodiments, R.sup.E1 and R.sup.E2 are joined to form an optionally substituted heterocyclic ring (e.g., substituted or unsubstituted, 3- to 7-membered, monocyclic heterocyclyl comprising zero, one, or two double bonds in the heterocyclic ring system, wherein one, two, or three atoms in the heterocyclic ring system are independently nitrogen, oxygen, or sulfur). In certain embodiments, R.sup.E4 is a leaving group (e.g., halogen, or a sulfonic acid ester, e.g., —O(tosylate) or —O(mesylate)). In certain embodiments, R.sup.E5 is halogen (e.g., F, C.sub.1, Br, or I). In certain embodiments, R.sup.E6 is H. In certain embodiments, R.sup.E6 is substituted or unsubstituted C.sub.1-6 alkyl (e.g., Me, is —CF.sub.3, Bn, Et, perfluoroethyl, Pr, perfluoropropyl, Bu, or perfluorobutyl). In certain embodiments, R.sup.E6 is a nitrogen protecting group (e.g., Bn, Boc, Cbz, Fmoc, trifluoroacetyl, triphenylmethyl, acetyl, or Ts). In certain embodiments, at least one instance of Y is O. In certain embodiments, at least one instance of Y is S. In certain embodiments, at least one instance of Y is NR.sup.E7, wherein R.sup.E7 is hydrogen, substituted or unsubstituted C.sub.1-6 alkyl, or a nitrogen protecting group (e.g., NMe). In certain embodiments, a is 1. In certain embodiments, a is 2. In certain embodiments, at least one instance of z is 0. In certain embodiments, at least one instance of z is 1. In certain embodiments, at least one instance of z is 2. In certain embodiments, at least one instance of z is 3. In certain embodiments, at least one instance of z is 4. In certain embodiments, at least one instance of z is 5. In certain embodiments, at least one instance of z is 6.

[0225] In certain embodiments, Formula (I) is of the formula:

##STR00293##

or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof.

[0226] In certain embodiments, Formula (I) is of the formula:

##STR00294##

In certain embodiments, Formula (I) is of the formula:

##STR00295##

In certain embodiments, Formula (I) is of the formula:

##STR00296##

In certain embodiments, Formula (I) is of the formula:

##STR00297##

In certain embodiments, Formula (I) is of the formula:

##STR00298##

In certain embodiments, Formula (I) is of the formula:

##STR00299##

In certain embodiments, Formula (T) is of the formula:

##STR00300##

In Certain embodiments, Formula (I) is of the formula:

##STR00301##

In certain embodiments, Formula (I) is of the formula:

##STR00302##

In certain embodiments, Formula (I) is of the formula:

##STR00303##

In certain embodiments, Formula (I) is of the formula:

##STR00304##

[0227] In certain embodiments, R.sup.1 is —CF.sub.3; and R.sup.2 is haloalkyl. In certain embodiments, R.sup.1 is —CF.sub.3; and R.sup.2 is —CF.sub.3. In certain embodiments, R.sup.1 is —CF.sub.3; and R.sup.2 is H. In certain embodiments, R.sup.1 is —CF.sub.3; and R.sup.2 is —OMe. In certain embodiments, R.sup.1 is —CF.sub.3; and R.sup.2 is a halogen. In certain embodiments, R.sup.1 is —CF.sub.3; and R.sup.2 is —Cl. In certain embodiments, R.sup.1 is —CF.sub.3; and R.sup.2 is —NO.sub.2. In certain embodiments, R.sup.1 is —CF.sub.3; and R.sup.2 is substituted or unsubstituted alkyl. In certain embodiments, R.sup.1 is —CF.sub.3; and R.sup.2 is substituted or unsubstituted methyl. In certain embodiments, R.sup.1 is —CF.sub.3; and R.sup.2 is unsubstituted methyl. In certain embodiments, R.sup.1 is —CF.sub.3; and R.sup.2 is substituted or unsubstituted alkynyl. In certain embodiments, R.sup.1 is —CF.sub.3; and R.sup.2 is alkynyl. In certain embodiments, R.sup.1 is —CF.sub.3; and R.sup.2 is —N(R.sup.c).sub.2, wherein R.sup.1 is independently selected from hydrogen, optionally substituted acyl, optionally substituted alkyl, methyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, a nitrogen protecting group, or two instances of R.sup.c together with the nitrogen atom to which they are attached can be joined to form a heterocyclic ring. In certain embodiments, R.sup.1 is —CF.sub.3, R.sup.2 is —N(R.sup.c).sub.2, and R.sup.c is H. In certain embodiments, R.sup.1 is —N(Rb).sub.2; and R.sup.2 is haloalkyl. In certain embodiments, R.sup.1 is —N(R.sup.b).sub.2; and R.sup.2 is —CF.sub.3. In certain embodiments, R.sup.1 is

##STR00305##

and R.sup.2 is CF.sub.3. In certain embodiments, R.sup.1 is

##STR00306##

and R.sup.2 is CF.sub.3. In certain embodiments, R.sup.1 is

##STR00307##

and R.sup.2 is CF.sub.3. In certain embodiments, R.sup.1 is

##STR00308##

and R.sup.2 is CF.sub.3. In certain embodiments, R.sup.1 is

##STR00309##

and R.sup.2 is CF.sub.3. In certain embodiments, R.sup.1 is —N(R.sup.b).sub.2; and R.sup.2 is H. In certain embodiments, R.sup.1 is

##STR00310##

and R.sup.2 is H. In certain embodiments, R.sup.1 is

##STR00311##

and R.sup.2 is H. In certain embodiments, R.sup.1 is

##STR00312##

and R.sup.2 is H. In certain embodiments, R.sup.1 is

##STR00313##

and R.sup.2 is H. In certain embodiments, R.sup.1 is

##STR00314##

and R.sup.2 is H. In certain embodiments, R.sup.1 is H; and R.sup.2 is H. In certain embodiments, R.sup.1 is H; and R.sup.2 is substituted or unsubstituted alkyl. In certain embodiments, R.sup.1 is H; and R.sup.2 is substituted or unsubstituted methyl. In certain embodiments, R.sup.1 is H; and R.sup.2 is unsubstituted methyl. In certain embodiments, R.sup.1 is H; and there are two instances of R.sup.2, wherein R.sup.2 is methyl.

[0228] In certain embodiments, Formula (I) is of the formula

##STR00315##

[0229] In certain embodiments, Formula (I) is of the formula:

##STR00316##

and X.sup.2 is a bond.

[0230] In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is a bond, and ring

##STR00317##

is substituted or unsubstituted cyclohexane. In certain embodiments, X.sup.1 is —O—, X.sup.2 is a bond, and ring

##STR00318##

is substituted or unsubstituted cyclohexane. In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is a bond, and ring

##STR00319##

is substituted or unsubstituted cyclopentane. In certain embodiments, X.sup.1 is —O—, X.sup.2 is a bond, and ring

##STR00320##

is substituted or unsubstituted cyclopentane. In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is —N(H)—, and ring

##STR00321##

is substituted or unsubstituted cyclohexane. In certain embodiments, X.sup.1 is —O—, X.sup.2 is —N(H)—, and ring

##STR00322##

is substituted or unsubstituted cyclohexane. In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is —N(H)—, and ring

##STR00323##

is substituted or unsubstituted cyclopentane. In certain embodiments, X.sup.1 is —O—, X.sup.2 is —N(H)—, and ring

##STR00324##

is substituted or unsubstituted cyclopentane. In certain embodiments, ring

##STR00325##

is of the formula:

##STR00326##

In certain embodiments, ring

##STR00327##

is of the formula:

##STR00328##

In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is a bond, and ring

##STR00329##

is of the formula:

##STR00330##

wherein R.sup.3 is hydrogen. In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is —N(H)—, and ring

##STR00331##

is of the formula:

##STR00332##

wherein R.sup.3 is hydrogen. In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is a bond, and ring

##STR00333##

is of the formula:

##STR00334##

wherein R.sup.3 is hydrogen. In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is —N(H)—, and ring

##STR00335##

is of the formula:

##STR00336##

wherein R.sup.3 is hydrogen.

[0231] In certain embodiments, or Formula (I) is of the formula:

##STR00337##

In certain embodiments, Formula (I) is of the formula:

##STR00338##

In certain embodiments, Formula (I) is of the formula

##STR00339##

In certain embodiments, Formula (I) is of the formula:

##STR00340##

In certain embodiments, Formula (I) is of the formula:

##STR00341##

In certain embodiments, Formula (I) is of the formula:

##STR00342##

In certain embodiments, Formula (I) is of the formula:

##STR00343##

In certain embodiments, Formula (I) is of the formula:

##STR00344##

In certain embodiments, Formula (I) is of the formula:

##STR00345##

In certain embodiments, Formula (I) is of the formula:

##STR00346##

[0232] In certain embodiments, ring

##STR00347##

is an optionally substituted aryl ring. In certain embodiments, ring

##STR00348##

is substituted or unsubstituted phenyl. In certain embodiments, ring

##STR00349##

is of the formula:

##STR00350##

In certain embodiments, X.sup.1 is NH, X.sup.2 is NH, and ring

##STR00351##

is of the formula:

##STR00352##

wherein n is 0. In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is a bond, and ring

##STR00353##

is of the formula:

##STR00354##

wherein n is 0. In certain embodiments, ring

##STR00355##

is of the formula:

##STR00356##

In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is —N(H)—, and ring

##STR00357##

is of the formula:

##STR00358##

wherein R.sup.3 is hydrogen. In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is a bond, and ring

##STR00359##

is of the formula:

##STR00360##

wherein R.sup.3 is hydrogen. In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is —N(H)—, and ring

##STR00361##

is of the formula:

##STR00362##

wherein n is 1 and R.sup.3 is —C(═O)OH. In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is a bond, and ring

##STR00363##

is of the formula:

##STR00364##

wherein n is 1 and R.sup.3 is —C(═O)OH. In certain embodiments, ring

##STR00365##

is of the formula:

##STR00366##

In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is —N(H)—, and ring

##STR00367##

is of the formula:

##STR00368##

wherein n is 0. In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is a bond, and ring

##STR00369##

is of the formula:

##STR00370##

wherein n is 0.

[0233] In certain embodiments, Formula (I) is of the formula:

##STR00371##

In certain embodiments, Formula (I) is of the formula:

##STR00372##

In certain embodiments, Formula (I) is of the formula:

##STR00373##

In certain embodiments, Formula (I) is of the formula:

##STR00374##

In certain embodiments, Formula (I) is of the formula:

##STR00375##

In certain embodiments, Formula (I) is of the formula:

##STR00376##

In certain embodiments, Formula (I) is of the formula:

##STR00377##

In certain embodiments, Formula (I) is of the formula:

##STR00378##

[0234] In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is —N(H)—, and ring

##STR00379##

is of the formula:

##STR00380##

wherein n is 0. In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is a bond, and ring

##STR00381##

is of the formula:

##STR00382##

wherein n is 0.

[0235] In certain embodiments, Formula (I) is of the formula:

##STR00383##

In certain embodiments, Formula (I) is of the formula:

##STR00384##

In certain embodiments, Formula (I) is of the formula:

##STR00385##

In certain embodiments, Formula (I) is of the formula:

##STR00386##

In certain embodiments, Formula (I) is of the formula:

##STR00387##

In certain embodiments, Formula (I) is of the formula:

##STR00388##

In certain embodiments, Formula (I) is of the formula:

##STR00389##

In certain embodiments, Formula (I) is of the formula:

##STR00390##

In certain embodiments, Formula (I) is of the formula:

##STR00391##

In certain embodiments, Formula (I) is of the formula:

##STR00392##

In certain embodiments, Formula (I) is of the formula:

##STR00393##

In certain embodiments, Formula (I) is of the formula:

##STR00394##

In certain embodiments, Formula (I) is of the formula:

##STR00395##

In certain embodiments, Formula (I) is of the formula:

##STR00396##

In certain embodiments, Formula (I) is of the formula:

##STR00397##

In certain embodiments, Formula (I) is of the formula:

##STR00398##

In certain embodiments, Formula (I) is of the formula:

##STR00399##

In certain embodiments, Formula (I) is of the formula:

##STR00400##

In certain embodiments, Formula (I) is of the formula:

##STR00401##

In certain embodiments, Formula (I) is of the formula:

##STR00402##

In certain embodiments, Formula (I) is of the formula:

##STR00403##

In certain embodiments, Formula (I) is of the formula:

##STR00404##

In certain embodiments, Formula (I) is of the formula:

##STR00405##

[0236] In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is —N(H)—, and ring

##STR00406##

is of the formula:

##STR00407##

wherein n is 0. In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is a bond, and ring

##STR00408##

is of the formula:

##STR00409##

wherein n is 0. In certain embodiments, X.sup.1 is a bond, X.sup.2 is a bond, and ring

##STR00410##

is of the formula:

##STR00411##

wherein n is 0. In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is —N(H)—, and ring

##STR00412##

is of the formula:

##STR00413##

wherein R.sup.3 is OR.sup.e and n is 1. In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is a bond, and ring

##STR00414##

is of the formula:

##STR00415##

wherein R.sup.3 is —OR.sup.e and n is 1. In certain embodiments, X.sup.1 is a bond, X.sup.2 is a bond, and ring

##STR00416##

is of the formula:

##STR00417##

wherein R.sup.3 is —OR.sup.e and n is 1. In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is —N(H)—, and ring

##STR00418##

is of the formula:

##STR00419##

wherein R.sup.3 is —OMe and n is 1. In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is a bond, and ring

##STR00420##

is of the formula:

##STR00421##

wherein R.sup.3 is —OMe; and n is 1. In certain embodiments, X.sup.1 is a bond, X.sup.2 is a bond, and ring

##STR00422##

is of the formula:

##STR00423##

wherein R.sup.3 is —OMe; and n is 1. In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is —N(H)—, and ring

##STR00424##

is of the formula:

##STR00425##

wherein R.sup.3 is —N(Re).sub.2; and n is 1. In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is a bond, and ring

##STR00426##

is of the formula:

##STR00427##

wherein R.sup.3 is —N(R.sup.e).sub.2; and n is 1. In certain embodiments, X.sup.1 is a bond, X.sup.2 is a bond, and ring

##STR00428##

is of the formula:

##STR00429##

wherein R.sup.3 is —N(R.sup.e).sub.2; and n is 1. In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is —N(H)—, and ring

##STR00430##

is of the formula:

##STR00431##

wherein R.sup.3 is —N(Me).sub.2; and n is 1. In certain embodiments, X.sup.1 is N(H)—, X.sup.2 is a bond, and ring

##STR00432##

is of the formula:

##STR00433##

wherein R.sup.3 is —N(Me).sub.2; and n is 1. In certain embodiments, X.sup.1 is a bond, X.sup.2 is a bond, and ring

##STR00434##

is of the formula: wherein R.sup.3 is —N(Me).sub.2; and n is

##STR00435##

[0237] In certain embodiments, Formula (I) is of the formula:

##STR00436##

In certain embodiments, Formula (I) is of the formula:

##STR00437##

In certain embodiments, or Formula (I) is of the formula:

##STR00438##

In certain embodiments, or Formula (I) is of the formula:

##STR00439##

In certain embodiments, Formula (I) is of the formula:

##STR00440##

In certain embodiments, Formula (I) is of the formula:

##STR00441##

In certain embodiments, Formula (I) is of the formula:

##STR00442##

In certain embodiments, Formula (I) is of the formula:

##STR00443##

In certain embodiments, Formula (I) is of the formula:

##STR00444##

In certain embodiments, Formula (I) is of the formula:

##STR00445##

In certain embodiments, Formula (I) is of the formula:

##STR00446##

In certain embodiments, Formula (I) is of the formula:

##STR00447##

In certain embodiments, or Formula (I) is of the formula:

##STR00448##

In certain embodiments, or Formula (I) is of the formula:

##STR00449##

In certain embodiments, Formula (I) is of the formula:

##STR00450##

In certain embodiments, Formula (I) is of the formula:

##STR00451##

In certain embodiments, or Formula (I) is of the formula:

##STR00452##

In certain embodiments, or Formula (I) is of the formula:

##STR00453##

In certain embodiments, Formula (I) is of the formula:

##STR00454##

In certain embodiments, Formula (I) is of the formula:

##STR00455##

In certain embodiments, or Formula (I) is of the formula:

##STR00456##

In certain embodiments, or Formula (I) is of the formula:

##STR00457##

[0238] In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is —N(H)—, and ring

##STR00458##

is of the formula:

##STR00459##

wherein n is 0. In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is a bond, and ring

##STR00460##

is of the formula:

##STR00461##

wherein n is 0. In certain embodiments, X.sup.1 is a bond, X.sup.2 is a bond, and ring

##STR00462##

is of the formula:

##STR00463##

wherein n is 0. In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is —N(H)—, and ring

##STR00464##

is of the formula:

##STR00465##

wherein R.sup.3 is —OR.sup.e; and n is 1. In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is a bond, and ring

##STR00466##

is of the formula:

##STR00467##

wherein R.sup.3 is —OR.sup.e; and n is 1. In certain embodiments, X.sup.1 is a bond, X.sup.2 is a bond, and ring

##STR00468##

is of the formula:

##STR00469##

wherein R.sup.3 is —OR.sup.e; and n is 1. In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is —N(H)—, and ring

##STR00470##

is of the formula:

##STR00471##

wherein R.sup.3 is —OMe and n is 1. In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is a bond, and ring

##STR00472##

is of the formula:

##STR00473##

wherein R.sup.3 is —OMe; and n is 1. In certain embodiments, X.sup.1 is a bond, X.sup.2 is a bond, and ring

##STR00474##

is of the formula:

##STR00475##

wherein R.sup.3 is —OMe; and n is 1. In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is —N(H)—, and ring

##STR00476##

is of the formula:

##STR00477##

wherein R.sup.3 is —N(R.sup.e).sub.2 and n is 1. In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is a bond, and ring

##STR00478##

is of the formula:

##STR00479##

wherein R.sup.3 is —N(R.sup.e).sub.2; and n is 1. In certain embodiments, X.sup.1 is a bond, X.sup.2 is a bond, and ring

##STR00480##

is of the formula:

##STR00481##

wherein R.sup.3 is —N(R.sup.e).sub.2; and n is 1. In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is —N(H)—, and ring

##STR00482##

is of the formula:

##STR00483##

wherein R.sup.3 is —N(Me).sub.2; and n is 1. In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is a bond, and ring

##STR00484##

is of the formula:

##STR00485##

wherein R.sup.3 is —N(Me).sub.2; and n is 1. In certain embodiments, X.sup.1 is a bond, X.sup.2 is a bond, and ring

##STR00486##

is of the formula:

##STR00487##

wherein R.sup.3 is —N(Me).sub.2; and n is 1. In certain embodiments, Formula (I) is of the formula:

##STR00488##

In certain embodiments, Formula (I) is of the formula:

##STR00489##

In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is —N(H)—, and ring

##STR00490##

is of the formula:

##STR00491##

wherein n is 0. In certain embodiments, X.sup.1 is —O—, X.sup.2 is —N(H)—, and ring

##STR00492##

is of the formula:

##STR00493##

wherein n is 0. In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is a bond, and ring

##STR00494##

is of the formula:

##STR00495##

wherein n is 0. In certain embodiments, X.sup.1 is —O—, X.sup.2 is a bond, and ring

##STR00496##

is of the formula:

##STR00497##

wherein n is 0. In certain embodiments, Formula (I) is of the formula:

##STR00498##

In certain embodiments, Formula (I) is of the formula:

##STR00499##

In certain embodiments, Formula (I) is of the formula:

##STR00500##

In certain embodiments, Formula (I) is of the formula:

##STR00501##

In certain embodiments, ring

##STR00502##

is of the formula:

##STR00503##

In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is —N(H)—, and ring

##STR00504##

is of the formula:

##STR00505##

wherein n is 0. In certain embodiments, X.sup.1 is —N(H)—, X.sup.2 is a bond, and ring

##STR00506##

is of the formula:

##STR00507##

wherein n is 0.

[0239] In certain embodiments, a compound of Formula (I) is of the formula:

##STR00508##

or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof, wherein:

[0240] Ar is bicyclic aryl or bicyclic heteroaryl.

[0241] In certain embodiments, a compound of Formula (I) is of the formula:

##STR00509##

In certain embodiments, a compound of Formula (I) is of the formula:

##STR00510##

In certain embodiments, a compound of Formula (I) is of the formula:

##STR00511##

In certain embodiments, a compound of Formula (I) is of the formula:

##STR00512##

In certain embodiments, a compound of Formula (I) is of the formula:

##STR00513##

In certain embodiments, a compound of Formula (I) is of the formula:

##STR00514##

In certain embodiments, a compound of Formula (I) is of the formula:

##STR00515##

In certain embodiments, a compound of Formula (I) is of the formula:

##STR00516##

In certain embodiments, a compound of Formula (I) is of the formula:

##STR00517##

In certain embodiments, a compound of Formula (I) is of the formula:

##STR00518##

In certain embodiments, a compound of Formula (I) is of the formula:

##STR00519##

[0242] In certain embodiments, Formula (I) is of the Formula (I-a):

##STR00520##

or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof.

[0243] In certain embodiments, Formula (I) is of the Formula (I-b):

##STR00521##

or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof.

[0244] In certain embodiments, Formula (I) is of the Formula (I-c):

##STR00522##

or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof.

[0245] In certain embodiments a compound of Formula (I) is of the Formula (I-d):

##STR00523##

or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof, wherein:

[0246] R.sup.2 is hydrogen, halogen, optionally substituted acyl, optionally substituted alkyl, haloalkyl, methyl, optionally substituted heteroalkyl, trifluoromethyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, —OR.sup.c, —NO2, —N(R.sup.c).sub.2, or —SR.sup.c, wherein R.sup.c is independently selected from hydrogen, optionally substituted acyl, optionally substituted alkyl, methyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, a nitrogen protecting group when attached to a nitrogen atom, an oxygen protecting group when attached to an oxygen atom, and a sulfur protecting group when attached to a sulfur atom, or optionally, R.sup.2 can be joined with together with X.sup.1 to form an optionally substituted heterocyclic ring;

[0247] V.sup.1 is —N— or —C(R.sup.2)—; and

[0248] V.sup.2 is —N— or —C(R.sup.2—.

[0249] In certain embodiments, Formula (I) is of the Formula (I-e):

##STR00524##

or a pharmaceutically acceptable salt, solvate, hydrate, tautomer, or stereoisomer thereof, wherein:

[0250] R.sup.1 is hydrogen, trifluoromethyl or N(R.sup.a)(R.sup.b), wherein R.sup.a is selected from optionally substituted acyl, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl;

[0251] R.sup.b is selected from optionally substituted acyl, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, or R.sup.a and R.sup.b together with the nitrogen atom to which they are attached form a heterocycle;

[0252] R.sup.2 is hydrogen, halogen, optionally substituted acyl, optionally substituted alkyl, haloalkyl, methyl, optionally substituted heteroalkyl, trifluoromethyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, —OR.sup.c, —NO.sub.2, —N(R.sup.c).sub.2, or —SR.sup.c, wherein R.sup.c is independently selected from hydrogen, optionally substituted acyl, optionally substituted alkyl, methyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, a nitrogen protecting group when attached to a nitrogen atom, an oxygen protecting group when attached to an oxygen atom, and a sulfur protecting group when attached to a sulfur atom, or optionally, R.sup.2 can be joined with together with X.sup.1 to form an optionally substituted heterocyclic ring;

[0253] A is an optionally substituted carbocyclic ring, an optionally substituted aryl ring, or an optionally substituted heterocyclic ring;

[0254] V.sup.1 is N or —C(R.sup.2)—;

[0255] X.sup.1 is a bond or O, S, —CH.sub.2N(R.sup.d)—, or —N(R.sup.d)—, wherein R.sup.d is a bond, hydrogen, substituted or unsubstituted C.sub.1-6 alkyl, or a nitrogen protecting group, or R.sup.d can be joined together with one instance of R.sup.2 to form an optionally substituted heterocyclic ring;

[0256] X.sup.2 is a bond or O, S, or N(R.sup.d);

[0257] m is 0, 1, 2, 3 or 4;

[0258] D.sup.1 is a warhead of any one of Formulae (i-1) to (i-42):

##STR00525## ##STR00526## ##STR00527##

wherein:

[0259] L.sup.3 is a bond or an optionally substituted C.sub.1-4 hydrocarbon chain, optionally wherein one or more carbon units of the hydrocarbon chain are independently replaced with —O—, —S—, —NR.sup.L3a—, —NR.sup.L3aC(═O)—, —C(═O)NR.sup.L3a—, —SC(═O)—, —C(═O)S—, —OC(═O)—, —C(═O)O—, —NR.sup.L3aC(═S)—, —C(═S)NR.sup.L3a—, trans-CR.sup.L3b═CR.sup.L3b—, cis-CR.sup.L3b═CR.sup.L3b—, —C≡C—, —S(═O)—, —S(═O)O—, —OS(═O)—, —S(═O)NR.sup.L3a—, —NR.sup.L3aS(═O)—, —S(═O).sub.2—, —S(═O).sub.2O—, —OS(═O).sub.2—, —S(═O).sub.2NR.sup.L3a—, or —NR.sup.L3aS(═O).sub.2—, wherein R.sup.L3a is hydrogen, substituted or unsubstituted C.sub.1-6 alkyl, or a nitrogen protecting group, and wherein each occurrence of R.sup.L3b is independently selected from the group consisting of hydrogen, halogen, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, and optionally substituted heteroaryl, or two R.sup.L3b groups are joined to form an optionally substituted carbocyclic or optionally substituted heterocyclic ring;

[0260] L.sup.4 is a bond or an optionally substituted C.sub.1-4 hydrocarbon chain;

[0261] R.sup.E1 is selected from the group consisting of hydrogen, halogen, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, —CN, —CH.sub.2OR.sup.E1a, —CH.sub.2N(R.sup.E1a).sub.2, —CH.sub.2SR.sup.E1a, —OR.sup.E1a, —N(R.sup.E1a).sub.2, —Si(R.sup.E1a).sub.3, and —SR.sup.E1a, wherein each occurrence of R.sup.E1a is independently selected from the group consisting of hydrogen, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, and optionally substituted heteroaryl, or two R.sup.E1a groups are joined to form an optionally substituted heterocyclic ring;

[0262] R.sup.E2 is selected from the group consisting of hydrogen, halogen, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, —CN, —CH.sub.2OR.sup.E2a, —CH.sub.2N(R.sup.E2a).sub.2, —CH.sub.2SR.sup.E2a, —OR.sup.E2a, —N(R.sup.E2a).sub.2, and —SR.sup.E2a, wherein each occurrence of R.sup.E2a is independently selected from the group consisting of hydrogen, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, and optionally substituted heteroaryl, or two R.sup.E2a groups are joined to form an optionally substituted heterocyclic ring;

[0263] R.sup.E3 is selected from the group consisting of hydrogen, halogen, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, —CN, —CH.sub.2OR.sup.E3a, —CH.sub.2N(R.sup.E3a).sub.2, —CH.sub.2SR.sup.E3a, —OR.sup.E3a, —N(R.sup.E3a).sub.2, and —SR.sup.E3a, wherein each occurrence of R.sup.E3a is independently selected from the group consisting of hydrogen, optionally substituted alkyl, optionally substituted alkoxy, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, and optionally substituted heteroaryl, or two R.sup.E3a groups are joined to form an optionally substituted heterocyclic ring;

[0264] or R.sup.E1 and R.sup.E3, or R.sup.E2 and R.sup.E3, or R.sup.E1 and R.sup.E2 are joined to form an optionally substituted carbocyclic or optionally substituted heterocyclic ring;

[0265] R.sup.E4 is a leaving group;

[0266] R.sup.E5 is halogen;

[0267] Y is O, S, or NR.sup.E6, wherein R.sup.E6 is hydrogen, substituted or unsubstituted C.sub.1-6 alkyl, or a nitrogen protecting group;

[0268] a is 1 or 2; and

each instance of z is independently 0, 1, 2, 3, 4, 5, or 6.

[0269] Formula (I-e) contains the substituent R.sup.1. In certain embodiments, R.sup.1 is hydrogen. In certain embodiments, R.sup.1 is haloalkyl. In certain embodiments, R.sup.1 is trifluoromethyl. In certain embodiments, R.sup.1 is —N(R.sup.a)(R.sup.b), wherein R.sup.a and R.sup.b are as defined herein. In certain embodiments, R.sup.a and R.sup.b are the same. In certain embodiments, R.sup.a and R.sup.b are different. In certain embodiments, R.sup.a is substituted or unsubstituted acyl. In certain embodiments, R.sup.a contains a biotin-derivative. In certain embodiments, R.sup.1 is

##STR00528##

In certain embodiments, R.sup.a is substituted or unsubstituted C.sub.1_s alkyl. In certain embodiments, R.sup.a is substituted or unsubstituted C.sub.2-6 alkenyl. In certain embodiments, R.sup.a is substituted or unsubstituted C.sub.2-6 alkynyl. In certain embodiments, R.sup.a is substituted or unsubstituted carbocyclyl. In certain embodiments, R.sup.a is substituted or unsubstituted heterocyclyl. In certain embodiments, R.sup.a is substituted or unsubstituted aryl. In certain embodiments, R.sup.a is substituted or unsubstituted heteroaryl. In certain embodiments, R.sup.b is hydrogen. In certain embodiments, R.sup.a is hydrogen and R.sup.b is hydrogen. In certain embodiments, R.sup.b is hydrogen and R.sup.a is substituted or unsubstituted acyl. In certain embodiments, R.sup.b is substituted or unsubstituted acyl. In certain embodiments, R.sup.b is substituted or unsubstituted C.sub.1-6 alkyl. In certain embodiments, R.sup.b is substituted or unsubstituted C.sub.1-6 alkyl and R.sup.a is substituted or unsubstituted acyl. In certain embodiments, R.sup.b is substituted or unsubstituted C.sub.2-6 alkenyl. In certain embodiments, R.sup.b is substituted or unsubstituted C.sub.2-6 alkynyl. In certain embodiments, R.sup.b is substituted or unsubstituted carbocyclyl. In certain embodiments, R.sup.b is substituted or unsubstituted heterocyclyl. In certain embodiments, R.sup.b is substituted or unsubstituted aryl. In certain embodiments, R.sup.b is substituted or unsubstituted heteroaryl. In certain embodiments, R.sup.a and R.sup.b are alkyl. In certain embodiments, R.sup.a and R.sup.b are methyl. In certain embodiments, R.sup.1 is dimethylamine. In certain embodiments, R.sup.a and R.sup.b are joined to form a substituted or unsubstituted heterocycle. In certain embodiments, R.sup.1 is a substituted or unsubstituted piperidine ring. In certain embodiments, R.sup.1 is a substituted or unsubstituted piperazine ring. In certain embodiments, R.sup.1 is a substituted or unsubstituted morpholine ring. In certain embodiments, R.sup.1 is —NH.sub.2. In certain embodiments, R.sup.1 is

##STR00529##

In certain embodiments, R.sup.1 is

##STR00530##

In certain embodiments, R.sup.1 is

##STR00531##

In certain embodiments, R.sup.1 is

##STR00532##

In certain embodiments, R.sup.1 is

##STR00533##

[0270] In certain embodiments of Formula (I-e), R.sup.1 is CF.sub.3 and R.sup.2 is haloalkyl. In certain embodiments, R.sup.1 is CF.sub.3; and R.sup.2 is —CF.sub.3. In certain embodiments, R.sup.1 is CF.sub.3; and R.sup.2 is H. In certain embodiments, R.sup.1 is CF.sub.3; and R.sup.2 is —OMe. In certain embodiments, R.sup.1 is CF.sub.3; and R.sup.2 is a halogen. In certain embodiments, R.sup.1 is —CF.sub.3; and R.sup.2 is Cl. In certain embodiments, R.sup.1 is CF.sub.3 and R.sup.2 is NO.sub.2. In certain embodiments, R.sup.1 is —CF.sub.3; and R.sup.2 is substituted or unsubstituted alkyl. In certain embodiments, R.sup.1 is CF.sub.3; and R.sup.2 is substituted or unsubstituted methyl. In certain embodiments, R.sup.1 is —CF.sub.3; and R.sup.2 is unsubstituted methyl. In certain embodiments, R is —CF.sub.3; and R.sup.2 is substituted or unsubstituted alkynyl. In certain embodiments, R.sup.1 is —CF.sub.3; and R.sup.2 is alkynyl. In certain embodiments, R.sup.1 is —CF.sub.3; and R.sup.2 is —N(R.sup.c).sub.2, wherein R.sup.c is independently selected from hydrogen, optionally substituted acyl, optionally substituted alkyl, methyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, a nitrogen protecting group, or two instances of R.sup.c together with the nitrogen atom to which they are attached can be joined to form a heterocyclic ring. In certain embodiments, R.sup.1 is CF.sub.3, R.sup.2 is —N(R.sup.c).sub.2, and R.sup.c is H. In certain embodiments, R.sup.1 is —N(R.sup.a)(R.sup.b) and R.sup.2 is haloalkyl. In certain embodiments, R.sup.1 is —N(R.sup.a)(R.sup.b) and R.sup.2 is CF.sub.3. In certain embodiments, R.sup.1 is

##STR00534##

and R.sup.2 is CF.sub.3. In certain embodiments, R.sup.1 is

##STR00535##

and R.sup.2 is CF.sub.3. In certain embodiments, R.sup.1 is

##STR00536##

and R.sup.2 is CF.sub.3. In certain embodiments, R.sup.1 is

##STR00537##

and R.sup.2 is CF.sub.3. In certain embodiments, R.sup.1 is

##STR00538##

and R.sup.2 is CF.sub.3. In certain embodiments, R.sup.1 is —N(R.sup.a)(R.sup.b) and R.sup.2 is H. In certain embodiments, R.sup.1 is

##STR00539##

and R.sup.2 is H. In certain embodiments, R.sup.1 is

##STR00540##

and R.sup.2 is H. In certain embodiments, R.sup.1 is

##STR00541##

and R.sup.2 is H. In certain embodiments, R.sup.1 is

##STR00542##

and R.sup.2 is H. In certain embodiments, R.sup.1 is

##STR00543##

and R.sup.2 is H. In certain embodiments, R.sup.1 is H and R.sup.2 is H. In certain embodiments, R.sup.1 is H and R.sup.2 is substituted or unsubstituted alkyl. In certain embodiments, R.sup.1 is H and R.sup.2 is substituted or unsubstituted methyl. In certain embodiments, R.sup.1 is H and R.sup.2 is unsubstituted methyl. In certain embodiments, R is H and there are two instances of R.sup.2, wherein R.sup.2 is methyl.

[0271] In certain embodiments, R.sup.a is selected from optionally substituted acyl, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, or optionally substituted heteroaryl; and

[0272] R.sup.b is selected from optionally substituted acyl, optionally substituted alkyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, or R.sup.a and R.sup.b together with the nitrogen atom to which they are attached form a heterocycle.

[0273] In certain embodiments of Formula (I-e), R.sup.1 is of Formula (V):

##STR00544##

[0274] As generally defined herein, Formula (I-d) and Formula (I-e) includes the substituent V.sup.1. In certain embodiments, V.sup.1 is —N═ or —C(R.sup.2)═, wherein R.sup.2 is hydrogen, halogen, optionally substituted acyl, optionally substituted alkyl, haloalkyl, methyl, optionally substituted heteroalkyl, trifluoromethyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, —OR.sup.c, —NO.sub.2, —N(R.sup.c).sub.2, or —SR.sup.c, wherein R.sup.c is independently selected from hydrogen, optionally substituted acyl, optionally substituted alkyl, methyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, a nitrogen protecting group when attached to a nitrogen atom, an oxygen protecting group when attached to an oxygen atom, and a sulfur protecting group when attached to a sulfur atom, or optionally, R.sup.2 can be joined together with X.sup.1 to form an optionally substituted heterocyclic ring.

[0275] As generally defined herein, Formula (I-d) includes the substituent V.sup.2. In certain embodiments, V.sup.2 is —N═ or —C(R.sup.2)═, wherein R.sup.2 is hydrogen, halogen, optionally substituted acyl, optionally substituted alkyl, haloalkyl, methyl, optionally substituted heteroalkyl, trifluoromethyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, —OR.sup.c, —NO.sub.2, —N(R.sup.c).sub.2, or —SR.sup.c, wherein R.sup.c is independently selected from hydrogen, optionally substituted acyl, optionally substituted alkyl, methyl, optionally substituted alkenyl, optionally substituted alkynyl, optionally substituted carbocyclyl, optionally substituted heterocyclyl, optionally substituted aryl, optionally substituted heteroaryl, a nitrogen protecting group when attached to a nitrogen atom, an oxygen protecting group when attached to an oxygen atom, and a sulfur protecting group when attached to a sulfur atom, or optionally, R.sup.2 can be joined together with X.sup.1 to form an optionally substituted heterocyclic ring.

[0276] In certain embodiments, V.sup.1 and V.sup.2 are the same. In certain embodiments, V.sup.1 and V.sup.2 are different. In certain embodiments, V.sup.1 is —C(R.sup.2)_; and V.sup.2 is —C(R.sup.2)_. In certain embodiments, V.sup.1 is —C(H)—; and V.sup.2 is —C(R.sup.2)—. In certain embodiments, V.sup.1 is —C(R.sup.2)—; and V.sup.2 is —C(H)—. In certain embodiments, V.sup.1 is —C(H)—; and V.sup.2 is —C(H)—. In certain embodiments, V.sup.1 is N; and V.sup.2 is —C(R.sup.2)—. In certain embodiments, V.sup.1 is N; and V.sup.2 is —C(H)—.

[0277] In certain embodiments, V.sup.1 is —C(R.sup.2)—; and V.sup.2 is N. In certain embodiments, V.sup.1 is —C(H)— and V.sup.2 is N.

[0278] In certain embodiments, the compound of Formula (I) is of one of the formulae in Table 1 below:

TABLE-US-00001 TABLE 1 Compounds of the Disclosure Compound Number Chemical Structure I-1 [00545]embedded image I-2 [00546]embedded image I-11 [00547]embedded image I-13 [00548]embedded image I-15 [00549]embedded image I-17 [00550]embedded image I-23 [00551]embedded image I-25 [00552]embedded image I-28 [00553]embedded image I-29 [00554]embedded image I-48 [00555]embedded image I-47 [00556]embedded image I-50 [00557]embedded image I-51 [00558]embedded image I-52 [00559]embedded image I-53 [00560]embedded image I-55 [00561]embedded image I-56 [00562]embedded image I-57 [00563]embedded image I-49 [00564]embedded image I-61 [00565]embedded image I-62 [00566]embedded image I-63 [00567]embedded image I-65 [00568]embedded image I-67 [00569]embedded image I-9 [00570]embedded image I-10 [00571]embedded image I-12 [00572]embedded image I-14 [00573]embedded image I-16 [00574]embedded image I-19 [00575]embedded image I-24 [00576]embedded image I-26 [00577]embedded image I-27 [00578]embedded image I-21 [00579]embedded image I-58 [00580]embedded image I-20 [00581]embedded image I-34 [00582]embedded image I-35 [00583]embedded image I-68 [00584]embedded image I-22 [00585]embedded image I-31 [00586]embedded image I-64 [00587]embedded image I-66 [00588]embedded image I-4 [00589]embedded image I-3 [00590]embedded image I-59 [00591]embedded image I-60 [00592]embedded image I-18 [00593]embedded image I-30 [00594]embedded image I-32 [00595]embedded image I-33 [00596]embedded image I-36 [00597]embedded image I-37 [00598]embedded image I-38 [00599]embedded image I-39 [00600]embedded image I-40 [00601]embedded image I-69 [00602]embedded image I-70 [00603]embedded image I-71 [00604]embedded image I-72 [00605]embedded image I-73 [00606]embedded image I-74 [00607]embedded image I-75 [00608]embedded image I-76 [00609]embedded image I-77 [00610]embedded image I-78 [00611]embedded image I-79 [00612]embedded image I-80 [00613]embedded image I-81 [00614]embedded image I-82 [00615]embedded image I-83 [00616]embedded image I-84 [00617]embedded image I-85 [00618]embedded image I-86 [00619]embedded image I-87 [00620]embedded image I-88 [00621]embedded image I-89 [00622]embedded image I-90 [00623]embedded image I-91 [00624]embedded image I-92 [00625]embedded image I-93 [00626]embedded image I-94 [00627]embedded image I-95 [00628]embedded image I-97 [00629]embedded image I-98 [00630]embedded image I-99 [00631]embedded image I-100 [00632]embedded image I-101 [00633]embedded image I-102 [00634]embedded image I-103 [00635]embedded image I-104 [00636]embedded image I-105 [00637]embedded image I-106 [00638]embedded image I-107 [00639]embedded image I-108 [00640]embedded image I-109 [00641]embedded image I-110 [00642]embedded image I-111 [00643]embedded image I-112 [00644]embedded image I-113 [00645]embedded image I-114 [00646]embedded image I-115 [00647]embedded image I-116 [00648]embedded image I-117 [00649]embedded image I-118 [00650]embedded image I-119 [00651]embedded image I-120 [00652]embedded image I-121 [00653]embedded image I-122 [00654]embedded image I-123 [00655]embedded image I-124 [00656]embedded image I-125 [00657]embedded image I-126 [00658]embedded image I-127 [00659]embedded image I-128 [00660]embedded image I-129 [00661]embedded image I-130 [00662]embedded image I-131 [00663]embedded image I-132 [00664]embedded image I-133 [00665]embedded image I-134 [00666]embedded image I-135 [00667]embedded image I-136 [00668]embedded image I-137 [00669]embedded image I-138 [00670]embedded image I-139 [00671]embedded image I-140 [00672]embedded image I-141 [00673]embedded image I-142 [00674]embedded image I-143 [00675]embedded image I-144 [00676]embedded image I-145 [00677]embedded image I-146 [00678]embedded image I-147 [00679]embedded image I-148 [00680]embedded image I-149 [00681]embedded image I-150 [00682]embedded image I-151 [00683]embedded image I-152 [00684]embedded image I-153 [00685]embedded image I-154 [00686]embedded image I-155 [00687]embedded image I-156 [00688]embedded image I-157 [00689]embedded image I-158 [00690]embedded image I-159 [00691]embedded image I-160 [00692]embedded image I-161 [00693]embedded image I-162 [00694]embedded image I-163 [00695]embedded image I-164 [00696]embedded image I-165 [00697]embedded image I-166 [00698]embedded image I-167 [00699]embedded image I-168 [00700]embedded image I-169 [00701]embedded image I-170 [00702]embedded image I-171 [00703]embedded image I-172 [00704]embedded image I-173 [00705]embedded image I-174 [00706]embedded image I-175 [00707]embedded image I-176 [00708]embedded image I-177 [00709]embedded image I-178 [00710]embedded image I-179 [00711]embedded image I-180 [00712]embedded image I-181 [00713]embedded image I-182 [00714]embedded image I-183 [00715]embedded image I-184 [00716]embedded image I-185 [00717]embedded image I-186 [00718]embedded image I-187 [00719]embedded image
and pharmaceutically acceptable salts, solvates, hydrates, polymorphs, co-crystals, tautomers, stereoisomers, isotopically labeled derivatives, prodrugs, compositions, and mixtures thereof.

[0279] In certain embodiments, a compound described herein is a compound of Formula (I), or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof. In certain embodiments, a compound described herein is a compound of Formula (I), or a pharmaceutically acceptable salt thereof.

[0280] In certain embodiments, the compounds described herein are provided in an effective amount in the pharmaceutical composition. In certain embodiments, the effective amount is a therapeutically effective amount. In certain embodiments, the effective amount is a prophylactically effective amount. In certain embodiments, the effective amount is an amount effective for treating a proliferative disease in a subject in need thereof. In certain embodiments, the effective amount is an amount effective for preventing a proliferative disease in a subject in need thereof. In certain embodiments, the effective amount is an amount effective for reducing the risk of developing a disease (e.g., proliferative disease) in a subject in need thereof. In certain embodiments, the effective amount is an amount effective for inhibiting the activity (e.g., aberrant activity, such as increased activity) of a transcription factor (e.g., TEAD) in a subject or cell. In certain embodiments, the effective amount is an amount effective for modulating the activity of the hippo signaling pathway in a subject or cell.

[0281] In certain embodiments, the subject is an animal. The animal may be of either sex and may be at any stage of development. In certain embodiments, the subject described herein is a human. In certain embodiments, the subject is a non-human animal. In certain embodiments, the subject is a mammal. In certain embodiments, the subject is a non-human mammal. In certain embodiments, the subject is a domesticated animal, such as a dog, cat, cow, pig, horse, sheep, or goat. In certain embodiments, the subject is a companion animal, such as a dog or cat. In certain embodiments, the subject is a livestock animal, such as a cow, pig, horse, sheep, or goat. In certain embodiments, the subject is a zoo animal. In another embodiment, the subject is a research animal, such as a rodent (e.g., mouse, rat), dog, pig, or non-human primate. In certain embodiments, the animal is a genetically engineered animal.

[0282] In certain embodiments, the animal is a transgenic animal (e.g., transgenic mice and transgenic pigs). In certain embodiments, the subject is a fish or reptile.

[0283] In certain embodiments, the cell is present in vitro. In certain embodiments, the cell is present in vivo.

[0284] In certain embodiments, the effective amount is an amount effective for inhibiting the activity of a transcription factor by at least about 10%, at least about 20%, at least about 30%, at least about 40%, at least about 50%, at least about 60%, at least about 70%, at least about 80%, at least about 90%, at least about 95%, or at least about 98%. In certain embodiments, the effective amount is an amount effective for inhibiting the activity of a TEAD family transcription factor by not more than 10%, not more than 20%, not more than 30%, not more than 40%, not more than 50%, not more than 60%, not more than 70%, not more than 80%, not more than 90%, not more than 95%, or not more than 98%. In certain embodiments, the effective amount is an amount effective for inhibiting the activity of a TEAD family transcription factor by a range between a percentage described in this paragraph and another percentage described in this paragraph, inclusive.

[0285] In certain embodiments, the transcription factor is a TEAD family transcription factor. In certain embodiments, the TEAD is TEAD1 In certain embodiments, the TEAD is TEAD2. In certain embodiments, the TEAD is TEAD3. In certain embodiments, the TEAD is TEAD4. In certain embodiments, the present disclosure provides inhibitors of the TEAD family of transcription factors (e.g., TEAD1, TEAD2, TEAD3, TEAD4). In certain embodiments, the inventive compounds inhibit the activity of a TEAD. In certain embodiments, the inhibitor is selective for the TEAD family of transcription factors.

[0286] The present disclosure provides methods of using the compounds described herein, e.g., as biological probes to study the hippo signaling pathway or the inhibition of the activity of a transcription factor (e.g., TEAD (e.g., TEAD1, TEAD2, TEAD3, TEAD4)), and as therapeutics, e.g., in the treatment and/or prevention of diseases associated with the overexpression and/or aberrant activity of the hippo signaling pathway or a transcription factor (e.g., TEAD (e.g., TEAD1, TEAD2, TEAD3, TEAD4,)). In certain embodiments, the compound covalently binds TEADs (e.g., TEAD1). In certain embodiments, the diseases treated and/or prevented include, but are not limited to, proliferative diseases. The proliferative diseases include, but are not limited to, cancer (e.g., carcinoma, sarcoma, lung cancer, thyroid cancer, skin cancer, ovarian cancer, colorectal cancer, prostate cancer, pancreatic cancer, esophageal cancer, liver cancer, breast cancer). In certain embodiments, the cancer is a sarcoma. In certain embodiments, the cancer is Kaposi's sarcoma. In certain embodiments, the cancer is associated with the overexpression and/or aberrant activity of a transcription factor (e.g., TEAD (e.g., TEAD1, TEAD2, TEAD3, TEAD4)). Also provided by the present disclosure are pharmaceutical compositions, kits, methods, and uses of a compound of Formula (I) as described herein.

[0287] Certain aspects of the present disclosure relate to the compounds described herein.

[0288] The compounds described herein may be useful in treating and/or preventing diseases (e.g., proliferative diseases (e.g., cancers)) or diseases associated with the activity of a transcription factor (e.g., TEAD1, TEAD2, TEAD3, TEAD4) in a subject, or inhibiting the activity of a transcription factor (e.g., TEAD1, TEAD2, TEAD3, TEAD4) in a subject or biological sample. In certain embodiments, a compound described herein is a compound of Formula (I), or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof. In certain embodiments, a compound described herein is a compound of Formula (I), or a pharmaceutically acceptable salt thereof.

[0289] Certain compounds described herein bind, covalently modify, and/or inhibit a transcription factor. In certain embodiments, the compounds described herein irreversibly inhibit a transcription factor. In certain embodiments, the compounds described herein reversibly inhibit a transcription factor. In certain embodiments, the transcription factor is a transcription enhancer factor. In certain embodiments, the transcription factor is a TEAD family transcription factor. In certain embodiments, the transcription factor is TEAD1. In certain embodiments, the transcription factor is TEAD2. In certain embodiments, the transcription factor is TEAD3. In certain embodiments, the transcription factor is TEAD4. In certain embodiments, the compounds described herein covalently bind to the transcription factor (e.g., TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4)). In certain embodiments, the compounds described herein reversibly bind to the transcription factor (e.g., TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4)). In certain embodiments, the compounds described herein non-reversibly bind to the transcription factor (e.g., TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4)). In certain embodiments, the compounds described herein modulate the activity of a transcription factor (e.g., TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4)). In certain embodiments, the compounds described herein inhibit the activity of a transcription factor (e.g., a TEAD family transcription factor (e.g., TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4)). In certain embodiments, the compounds described herein reversibly inhibit the activity of a transcription factor (e.g., TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4)). In certain embodiments, the compounds described herein irreversibly inhibit the activity of a transcription factor (e.g., TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4)). In certain embodiments, the compounds described herein covalently inhibit the activity of a transcription factor (e.g., TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4)).

[0290] The binding affinity of a compound described herein to a transcription factor (e.g., TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4)) may be measured by the dissociation constant (K.sub.d) value of an adduct of the compound and the transcription factor (e.g., TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4)) using methods known in the art (e.g., isothermal titration calorimetry (ITC)). In certain embodiments, the K.sub.d value of the adduct is not more than about 100 μM, not more than about 10 μM, not more than about 1 μM, not more than about 100 nM, not more than about 10 nM, or not more than about 1 nM.

[0291] In certain embodiments, the activity of a transcription factor (e.g., TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4)) is inhibited by a compound described herein. The inhibition of the activity of a transcription factor (e.g., a TEAD family transcription factor (e.g., TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4)) by a compound described herein may be measured by determining the half maximal inhibitory concentration (IC.sub.50) of the compound when the compound, or a pharmaceutical composition thereof, is contacted with the transcription factor (e.g., TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4)). The IC.sub.50 values may be obtained using methods known in the art (e.g., by a competition binding assay). In certain embodiments, the IC.sub.50 value of a compound described herein is not more than about 1 mM, not more than about 100 μM, not more than about 10 μM, not more than about 1 μM, not more than about 100 nM, not more than about 10 nM, or not more than about 1 nM.

[0292] The compounds described herein may selectively modulate the activity of a transcription factor (e.g., TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4)). In certain embodiments, the compounds selectively increase the activity of a transcription factor (e.g., TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4)) In certain embodiments, the compounds selectively inhibit the activity of a transcription factor (e.g., TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4)). In certain embodiments, the compounds inhibit the activity of two or more protein transcription factors (e.g., TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4)) to the same extent. In certain embodiments, the compounds increase the activity of two or more transcription factors (e.g., TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4)) to the same extent.

[0293] The selectivity of a compound described herein in inhibiting the activity of a first transcription factor (e.g., TEAD1, TEAD2, TEAD3, or TEAD4) over a second transcription factor may be measured by the quotient of the IC.sub.50 value of the compound in inhibiting the activity of the second transcription factor (e.g., TEAD1, TEAD2, TEAD3, or TEAD4) over the IC.sub.50 value of the compound in inhibiting the activity of the first transcription factor (e.g., TEAD1, TEAD2, TEAD3, or TEAD4). The selectivity of a compound described herein in modulating the activity of a first transcription factor (e.g., TEAD1, TEAD2, TEAD3, or TEAD4) over a second transcription factor may also be measured by the quotient of the K.sub.d value of an adduct of the compound and the second transcription factor over the K.sub.d value of an adduct of the compound and the first transcription factor (e.g., TEAD1, TEAD2, TEAD3, or TEAD4). In certain embodiments, the selectivity is at least about 1-fold, at least about 3-fold, at least about 10-fold, at least about 30-fold, at least about 100-fold, at least about 300-fold, at least about 1,000-fold, at least about 3,000-fold, at least about 10,000-fold, at least about 30,000-fold, or at least about 100,000-fold.

Pharmaceutical Compositions, Kits, and Administration

[0294] The present disclosure also provides pharmaceutical compositions comprising a compound described herein and optionally a pharmaceutically acceptable excipient. In certain embodiments, a compound described herein is a compound of Formula (I), or a pharmaceutically acceptable salt thereof, and a pharmaceutically acceptable excipient.

[0295] In certain embodiments, the compound described herein is provided in an effective amount in the pharmaceutical composition. In certain embodiments, the effective amount is a therapeutically effective amount. In certain embodiments, the effective amount is a prophylactically effective amount. In certain embodiments, a therapeutically effective amount is an amount effective for inhibiting the aberrant activity of a transcription factor (e.g., TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4)). In certain embodiments, a therapeutically effective amount is an amount effective for treating a disease (e.g., a disease associated with aberrant activity of a TEAD (e.g., proliferative disease). In certain embodiments, a therapeutically effective amount is an amount effective for inhibiting the aberrant activity of a TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4)) and treating a disease (e.g., a disease associated with aberrant activity of a transcription factor (e.g., TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4)) (e.g., proliferative disease). In certain embodiments, a therapeutically effective amount is an amount effective for inducing apoptosis of a cell (e.g., cell in vivo or in vitro). In certain embodiments, a prophylactically effective amount is an amount effective for inhibiting the aberrant activity of a protein (e.g., TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4)). In certain embodiments, a prophylactically effective amount is an amount effective for preventing or keeping a subject in need thereof in remission of a disease (e.g., a disease associated with aberrant activity of a TEAD (e.g., proliferative disease). In certain embodiments, a prophylactically effective amount is an amount effective for inhibiting the aberrant activity of a TEAD, and preventing or keeping a subject in need thereof in remission of a disease (e.g., a disease associated with aberrant activity of a TEAD (e.g., proliferative disease).

[0296] In certain embodiments, the effective amount is an amount effective for inhibiting the activity of a transcription factor (e.g., TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4)) by at least 10%, at least 20%, at least 30%, at least 40%, at least 50%, at least 60%, at least 70%, at least 80%, at least 90%, at least 95%, or at least 98%. In certain embodiments, the effective amount is an amount effective for inhibiting the activity of a TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4)) by not more than 10%, not more than 20%, not more than 30%, not more than 40%, not more than 50%, not more than 60%, not more than 70%, not more than 80%, not more than 90%, not more than 95%, or not more than 98%.

[0297] In certain embodiments, the subject is an animal. The animal may be of either sex and may be at any stage of development. In certain embodiments, the subject described herein is a human. In certain embodiments, the subject is a non-human animal. In certain embodiments, the subject is a mammal. In certain embodiments, the subject is a non-human mammal. In certain embodiments, the subject is a domesticated animal, such as a dog, cat, cow, pig, horse, sheep, or goat. In certain embodiments, the subject is a companion animal, such as a dog or cat. In certain embodiments, the subject is a livestock animal, such as a cow, pig, horse, sheep, or goat. In certain embodiments, the subject is a zoo animal. In another embodiment, the subject is a research animal, such as a rodent (e.g., mouse, rat), dog, pig, or non-human primate. In certain embodiments, the animal is a genetically engineered animal. In certain embodiments, the animal is a transgenic animal (e.g., transgenic mice and transgenic pigs). In certain embodiments, the subject is a fish or reptile.

[0298] In certain embodiments, the cell being contacted with a compound or composition described herein is in vitro. In certain embodiments, the cell being contacted with a compound or composition described herein is in vivo.

[0299] The additional pharmaceutical agents include, but are not limited to, anti-proliferative agents, anti-cancer agents, anti-angiogenesis agents, anti-inflammatory agents, immunosuppressants, anti-bacterial agents, anti-viral agents, cardiovascular agents, cholesterol-lowering agents, anti-diabetic agents, anti-allergic agents, contraceptive agents, pain-relieving agents, and a combination thereof. In certain embodiments, the additional pharmaceutical agent is an anti-proliferative agent (e.g., anti-cancer agent). In certain embodiments, the additional pharmaceutical agent is an anti-leukemia agent. In certain embodiments, the additional pharmaceutical agent is ABITREXATE (methotrexate), ADE, Adriamycin RDF (doxorubicin hydrochloride), Ambochlorin (chlorambucil), ARRANON (nelarabine), ARZERRA (ofatumumab), BOSULIF (bosutinib), BUSULFEX (busulfan), CAMPATH (alemtuzumab), CERUBIDINE (daunorubicin hydrochloride), CLAFEN (cyclophosphamide), CLOFAREX (clofarabine), CLOLAR (clofarabine), CVP, CYTOSAR-U (cytarabine), CYTOXAN (cyclophosphamide), ERWINAZE (Asparaginase Erwinia Chrysanthemi), FLUDARA (fludarabine phosphate), FOLEX (methotrexate), FOLEX PFS (methotrexate), GAZYVA (obinutuzumab), GLEEVEC (imatinib mesylate), Hyper-CVAD, ICLUSIG (ponatinib hydrochloride), IMBRUVICA (ibrutinib), LEUKERAN (chlorambucil), LINFOLIZIN (chlorambucil), MARQIBO (vincristine sulfate liposome), METHOTREXATE LPF (methorexate), MEXATE (methotrexate), MEXATE-AQ (methotrexate), mitoxantrone hydrochloride, MUSTARGEN (mechlorethamine hydrochloride), MYLERAN (busulfan), NEOSAR (cyclophosphamide), ONCASPAR (Pegaspargase), PURINETHOL (mercaptopurine), PURIXAN (mercaptopurine), Rubidomycin (daunorubicin hydrochloride), SPRYCEL (dasatinib), SYNRIBO (omacetaxine mepesuccinate), TARABINE PFS (cytarabine), TASIGNA (nilotinib), TREANDA (bendamustine hydrochloride), TRISENOX (arsenic trioxide), VINCASAR PFS (vincristine sulfate), ZYDELIG (idelalisib), or a combination thereof. In certain embodiments, the additional pharmaceutical agent is an anti-lymphoma agent. In certain embodiments, the additional pharmaceutical agent is ABITREXATE (methotrexate), ABVD, ABVE, ABVE-PC, ADCETRIS (brentuximab vedotin), ADRIAMYCIN PFS (doxorubicin hydrochloride), ADRIAMYCIN RDF (doxorubicin hydrochloride), AMBOCHLORIN (chlorambucil), AMBOCLORIN (chlorambucil), ARRANON (nelarabine), BEACOPP, BECENUM (carmustine), BELEODAQ (belinostat), BEXXAR (tositumomab and iodine 1131 tositumomab), BICNU (carmustine), BLENOXANE (bleomycin), CARMUBRIS (carmustine), CHOP, CLAFEN (cyclophosphamide), COPP, COPP-ABV, CVP, CYTOXAN (cyclophosphamide), DEPOCYT (liposomal cytarabine), DTIC-DOME (dacarbazine), EPOCH, FOLEX (methotrexate), FOLEX PFS (methotrexate), FOLOTYN (pralatrexate), HYPER-CVAD, ICE, IMBRUVICA (ibrutinib), INTRON A (recombinant interferon alfa-2b), ISTODAX (romidepsin), LEUKERAN (chlorambucil), LINFOLIZIN (chlorambucil), Lomustine, MATULANE (procarbazine hydrochloride), METHOTREXATE LPF (methotrexate), MEXATE (methotrexate), MEXATE-AQ (methotrexate), MOPP, MOZOBIL (plerixafor), MUSTARGEN (mechlorethamine hydrochloride), NEOSAR (cyclophosphamide), OEPA, ONTAK (denileukin diftitox), OPPA, R-CHOP, REVLIMID (lenalidomide), RITUXAN (rituximab), STANFORD V, TREANDA (bendamustine hydrochloride), VAMP, VELBAN (vinblastine sulfate), VELCADE (bortezomib), VELSAR (vinblastine sulfate), VINCASAR PFS (vincristine sulfate), ZEVALIN (ibritumomab tiuxetan), ZOLINZA (vorinostat), ZYDELIG (idelalisib), or a combination thereof. In certain embodiments, the additional pharmaceutical agent is REVLIMID (lenalidomide), DACOGEN (decitabine), VIDAZA (azacitidine), CYTOSAR-U (cytarabine), IDAMYCIN (idarubicin), CERUBIDINE (daunorubicin), LEUKERAN (chlorambucil), NEOSAR (cyclophosphamide), FLUDARA (fludarabine), LEUSTATIN (cladribine), or a combination thereof. In certain embodiments, the additional pharmaceutical agent is ABITREXATE (methotrexate), ABRAXANE (paclitaxel albumin-stabilized nanoparticle formulation), AC, AC-T, ADE, ADRIAMYCIN PFS (doxorubicin hydrochloride), ADRUCIL (fluorouracil), AFINITOR (everolimus), AFINITOR DISPERZ (everolimus), ALDARA (imiquimod), ALIMTA (pemetrexed disodium), AREDIA (pamidronate disodium), ARIMIDEX (anastrozole), AROMASIN (exemestane), AVASTIN (bevacizumab), BECENUM (carmustine), BEP, BICNU (carmustine), BLENOXANE (bleomycin), CAF, CAMPTOSAR (irinotecan hydrochloride), CAPOX, CAPRELSA (vandetanib), CARBOPLATIN-TAXOL, CARMUBRIS (carmustine), CASODEX (bicalutamide), CEENU (lomustine), CERUBIDINE (daunorubicin hydrochloride), CERVARIX (recombinant HPV bivalent vaccine), CLAFEN (cyclophosphamide), CMF, COMETRIQ (cabozantinib-s-malate), COSMEGEN (dactinomycin), CYFOS (ifosfamide), CYRAMZA (ramucirumab), CYTOSAR-U (cytarabine), CYTOXAN (cyclophosphamide), DACOGEN (decitabine), DEGARELIX, DOXIL (doxorubicin hydrochloride liposome), DOXORUBICIN HYDROCHLORIDE, DOX-SL (doxorubicin hydrochloride liposome), DTIC-DOME (dacarbazine), EFUDEX (fluorouracil), ELLENCE (epirubicin hydrochloride), ELOXATIN (oxaliplatin), ERBITUX (cetuximab), ERIVEDGE (vismodegib), ETOPOPHOS (etoposide phosphate), EVACET (doxorubicin hydrochloride liposome), FARESTON (toremifene), FASLODEX (fulvestrant), FEC, FEMARA (letrozole), FLUOROPLEX (fluorouracil), FOLEX (methotrexate), FOLEX PFS (methotrexate), FOLFIRI, FOLFIRI-BEVACIZUMAB, FOLFIRI-CETUXIMAB, FOLFIRINOX, FOLFOX, FU-LV, GARDASIL (recombinant human papillomavirus (HPV) quadrivalent vaccine), GEMCITABINE-CISPLATIN, GEMCITABINE-OXALIPLATIN, GEMZAR (gemcitabine hydrochloride), GILOTRIF (afatinib dimaleate), GLEEVEC (imatinib mesylate), GLIADEL (carmustine implant), GLIADEL WAFER (carmustine implant), HERCEPTIN (trastuzumab), HYCAMTIN (topotecan hydrochloride), IFEX (ifosfamide), IFOSFAMIDUM (ifosfamide), INLYTA (axitinib), INTRON A (recombinant interferon alfa-2b), IRESSA (gefitinib), IXEMPRA (ixabepilone), JAKAFI (ruxolitinib phosphate), JEVTANA (cabazitaxel), KADCYLA (ado-trastuzumab emtansine), KEYTRUDA (pembrolizumab), KYPROLIS (carfilzomib), LIPODOX (doxorubicin hydrochloride liposome), LUPRON (leuprolide acetate), LUPRON DEPOT (leuprolide acetate), LUPRON DEPOT-3 MONTH (leuprolide acetate), LUPRON DEPOT-4 MONTH (leuprolide acetate), LUPRON DEPOT-PED (leuprolide acetate), MEGACE (megestrol acetate), MEKINIST (trametinib), METHAZOLASTONE (temozolomide), METHOTREXATE LPF (methotrexate), MEXATE (methotrexate), MEXATE-AQ (methotrexate), MITOXANTRONE HYDROCHLORIDE, MITOZYTREX (mitomycin c), MOZOBIL (plerixafor), MUSTARGEN (mechlorethamine hydrochloride), MUTAMYCIN (mitomycin c), MYLOSAR (azacitidine), NAVELBINE (vinorelbine tartrate), NEOSAR (cyclophosphamide), NEXAVAR (sorafenib tosylate), NOLVADEX (tamoxifen citrate), NOVALDEX (tamoxifen citrate), OFF, PAD, PARAPLAT (carboplatin), PARAPLATIN (carboplatin), PEG-INTRON (peginterferon alfa-2b), PEMETREXED DISODIUM, PERJETA (pertuzumab), PLATINOL (cisplatin), PLATINOL-AQ (cisplatin), POMALYST (pomalidomide), prednisone, PROLEUKIN (aldesleukin), PROLIA (denosumab), PROVENGE (sipuleucel-t), REVLIMID (lenalidomide), RUBIDOMYCIN (daunorubicin hydrochloride), SPRYCEL (dasatinib), STIVARGA (regorafenib), SUTENT (sunitinib malate), SYLATRON (peginterferon alfa-2b), SYLVANT (siltuximab), SYNOVIR (thalidomide), TAC, TAFINLAR (dabrafenib), TARABINE PFS (cytarabine), TARCEVA (erlotinib hydrochloride), TASIGNA (nilotinib), TAXOL (paclitaxel), TAXOTERE (docetaxel), TEMODAR (temozolomide), THALOMID (thalidomide), TOPOSAR (etoposide), TORISEL (temsirolimus), TPF, TRISENOX (arsenic trioxide), TYKERB (lapatinib ditosylate), VECTIBIX (panitumumab), VEIP, VELBAN (vinblastine sulfate), VELCADE (bortezomib), VELSAR (vinblastine sulfate), VEPESID (etoposide), VIADUR (leuprolide acetate), VIDAZA (azacitidine), VINCASAR PFS (vincristine sulfate), VOTRIENT (pazopanib hydrochloride), WELLCOVORIN (leucovorin calcium), XALKORI (crizotinib), XELODA (capecitabine), XELOX, XGEVA (denosumab), XOFIGO (radium 223 dichloride), XTANDI (enzalutamide), YERVOY (ipilimumab), ZALTRAP (ziv-aflibercept), ZELBORAF (vemurafenib), ZOLADEX (goserelin acetate), ZOMETA (zoledronic acid), ZYKADIA (ceritinib), ZYTIGA (abiraterone acetate), ENMD-2076, PCI-32765, AC220, dovitinib lactate (TK1258, CHIR-258), BIBW 2992 (TOVOK™), SGX523, PF-04217903, PF-02341066, PF-299804, BMS-777607, ABT-869, MP470, BIBF 1120 (VARGATEF®), AP24534, JNJ-26483327, MGCD265, DCC-2036, BMS-690154, CEP-11981, tivozanib (AV-951), OSI-930, MM-121, XL-184, XL-647, and/or XL228), proteasome inhibitors (e.g., bortezomib (Velcade)), mTOR inhibitors (e.g., rapamycin, temsirolimus (CCI-779), everolimus (RAD-001), ridaforolimus, AP23573 (Ariad), AZD8055 (AstraZeneca), BEZ235 (Novartis), BGT226 (Norvartis), XL765 (Sanofi Aventis), PF-4691502 (Pfizer), GDC0980 (Genetech), SF1126 (Semafoe) and OSI-027 (OSI)), oblimersen, gemcitabine, carminomycin, leucovorin, pemetrexed, cyclophosphamide, dacarbazine, procarbizine, prednisolone, dexamethasone, campathecin, plicamycin, asparaginase, aminopterin, methopterin, porfiromycin, melphalan, leurosidine, leurosine, chlorambucil, trabectedin, procarbazine, discodermolide, carminomycin, aminopterin, and hexamethyl melamine, or a combination thereof. In certain embodiments, the additional pharmaceutical agent is ibrutinib. In certain embodiments, the additional pharmaceutical agent is a transcription factor inhibitor (e.g., a TEAD family transcription factor inhibitor). In certain embodiments, the additional pharmaceutical agent is a binder or inhibitor of a TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4)). In certain embodiments, the additional pharmaceutical agent is a binder or inhibitor of a TEAD. In certain embodiments, the additional pharmaceutical agent is a binder or inhibitor of TEAD1. In certain embodiments, the additional pharmaceutical agent is a binder or inhibitor of TEAD2. In certain embodiments, the additional pharmaceutical agent is a binder or inhibitor of TEAD3. In certain embodiments, the additional pharmaceutical agent is a binder or inhibitor of TEAD4. In certain embodiments, the additional pharmaceutical agent is selected from the group consisting of epigenetic or transcriptional modulators (e.g., DNA methyltransferase inhibitors, histone deacetylase inhibitors (HDAC inhibitors), lysine methyltransferase inhibitors), antimitotic drugs (e.g., taxanes and vinca alkaloids), hormone receptor modulators (e.g., estrogen receptor modulators and androgen receptor modulators), cell signaling pathway inhibitors (e.g., transcription factor inhibitors), modulators of protein stability (e.g., proteasome inhibitors), Hsp90 inhibitors, glucocorticoids, all-trans retinoic acids, and other agents that promote differentiation. In certain embodiments, the compounds described herein or pharmaceutical compositions can be administered in combination with an anti-cancer therapy including, but not limited to, surgery, radiation therapy, transplantation (e.g., stem cell transplantation, bone marrow transplantation), immunotherapy, and chemotherapy.

[0300] Thus, in one aspect, provided are kits including a first container comprising a compound or pharmaceutical composition described herein. In certain embodiments, the kits are useful for treating a disease (e.g., proliferative disease) in a subject in need thereof. In certain embodiments, the kits are useful for preventing a disease (e.g., proliferative disease) in a subject in need thereof. In certain embodiments, the kits are useful for inhibiting the activity (e.g., aberrant or unwanted activity, such as increased activity) of a transcription factor (e.g., TEAD1, TEAD2, TEAD3, or TEAD4) in a subject, biological sample, tissue, or cell. In certain embodiments, the kits are useful for inducing apoptosis of a cell (e.g., cell in vivo or in vitro).

[0301] In certain embodiments, a kit described herein further includes instructions for using the compound or pharmaceutical composition included in the kit. A kit described herein may also include information as required by a regulatory agency such as the U.S. Food and Drug Administration (FDA). In certain embodiments, the information included in the kits is prescribing information. In certain embodiments, the kits and instructions provide for treating a disease (e.g., proliferative disease) in a subject in need thereof. In certain embodiments, the kits and instructions provide for preventing a disease (e.g., proliferative disease) in a subject in need thereof. In certain embodiments, the kits and instructions provide for modulating (e.g., inhibiting) the activity (e.g., aberrant activity, such as increased activity) of a transcription factor (e.g., TEAD1, TEAD2, TEAD3, TEAD4) in a subject, biological sample, tissue, or cell. In certain embodiments, the kits and instructions provide for inducing apoptosis of a cell. A kit described herein may include one or more additional pharmaceutical agents described herein as a separate composition.

Methods of Treatment and Uses

[0302] The present disclosure provides methods of modulating (e.g., inhibiting or increasing) the activity (e.g., aberrant activity, such as increased or decreased activity) of a transcription factor (e.g., TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4)). The present disclosure provides methods of modulating (e.g., inhibiting or increasing) the activity (e.g., aberrant activity, such as increased or decreased activity) of a TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4) in a subject, biological sample, tissue, or cell. The present disclosure also provides methods for the treatment of a wide range of diseases, such as diseases associated with the aberrant activity (e.g., increased activity) of a transcription factor, e.g., proliferative diseases, in a subject in need thereof. The present disclosure provides methods for the treatment and/or prevention of a proliferative disease (e.g., cancers (e.g., carcinoma, sarcoma, lung cancer, thyroid cancer, skin cancer, ovarian cancer, colorectal cancer, prostate cancer, pancreatic cancer, esophageal cancer, liver cancer, breast cancer)).

[0303] The present disclosure also provides a compound of Formula (I), or a pharmaceutically acceptable salt, co-crystal, tautomer, stereoisomer, solvate, hydrate, polymorph, isotopically enriched derivative, prodrug, composition, or mixture thereof, for use in the treatment of diseases, such as proliferative diseases, in a subject in need thereof.

[0304] The present disclosure also provides uses of a compound of Formula (I), or a pharmaceutically acceptable salt, co-crystal, tautomer, stereoisomer, solvate, hydrate, polymorph, isotopically enriched derivative, prodrug, composition, or mixture thereof, in the manufacture of a medicament for the treatment of diseases, such as proliferative diseases, in a subject in need thereof.

[0305] In another aspect, the present disclosure provides methods of modulating the activity of a transcription factor (e.g., TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4)) in a subject, biological sample, tissue, or cell. In certain embodiments, provided are methods of inhibiting the activity of a transcription factor in a subject. In certain embodiments, provided are methods of inhibiting the activity of a transcription factor in a cell. In certain embodiments, provided are methods of increasing the activity of a transcription factor (e.g., TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4)) in a subject. The compounds described herein may exhibit transcription factor inhibitory activity; the ability to inhibit a transcription enhancer factor; the ability to inhibit a TEAD family transcription factor; the ability to inhibit TEAD; the ability to inhibit TEAD1, without inhibiting another transcription factor (e.g., TEAD2, TEAD3, or TEAD4); the ability to inhibit TEAD2, without inhibiting another transcription factor (e.g., TEAD1, TEAD3, or TEAD4); the ability to inhibit TEAD3, without inhibiting another transcription factor (e.g., TEAD1, TEAD2, or TEAD4); the ability to inhibit TEAD4, without inhibiting another transcription factor (e.g., TEAD2, TEAD3, or TEAD4); a therapeutic effect and/or preventative effect in the treatment of cancers; a therapeutic effect and/or preventative effect in the treatment of proliferative diseases; and/or a therapeutic profile (e.g., optimum safety and curative effect) that is superior to existing chemotherapeutic agents.

[0306] In certain embodiments, provided are methods of decreasing the activity of a transcription factor (e.g., TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4)) in a subject or biological sample (e.g., cell, tissue) by a method described herein by at least about 1%, at least about 3%, at least about 10%, at least about 20%, at least about 30%, at least about 40%, at least about 50%, at least about 60%, at least about 70%, at least about 80%, or at least about 90%. In certain embodiments, the activity of a transcription factor (e.g., TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4)) in a subject or cell is decreased by a method described herein by at least about 1%, at least about 3%, at least about 10%, at least about 20%, at least about 30%, at least about 40%, at least about 50%, at least about 60%, at least about 70%, at least about 80%, or at least about 90%. In some embodiments, the activity of a transcription factor (e.g., TEAD1 (e.g., TEAD2, TEAD3, or TEAD4)) in a subject or cell is selectively inhibited by the method. In some embodiments, the activity of a transcription factor (e.g., TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4)) in a subject or cell is selectively decreased by the method.

[0307] Without wishing to be bound by any particular theory, the compounds described herein are able to bind (e.g., covalently modify) the transcription factor being inhibited. In certain embodiments, a compound described herein is able to bind (e.g., covalently modify) the transcription factor. In certain embodiments, the compound described herein is able to covalently bind a cysteine residue of the transcription factor. In certain embodiments, the compound is capable of covalently binding the central pocket of the YAP/TAZ domain of a TEAD family transcription factor. In certain embodiments, the compound is capable of covalently binding TEAD1, TEAD2, TEAD3, or TEAD4. In certain embodiments, the compound is capable of covalently modifying TEAD1, TEAD2, TEAD3, or TEAD4. In certain embodiments, the compound is capable of covalently modifying YAP-binding domain of a TEAD transcription factor. In certain embodiments, the compound is capable of covalently modifying TEAD1. In certain embodiments, the compound is capable of covalently modifying TEAD2. In certain embodiments, the compound is capable of covalently modifying TEAD3. In certain embodiments, the compound is capable of covalently modifying TEAD4.

[0308] In another aspect, the present disclosure provides methods of inhibiting the activity of a transcription factor in a subject, the methods comprising administering to the subject an effective amount (e.g., therapeutically effective amount) of a compound, or pharmaceutical composition thereof, as described herein. In another aspect, the present disclosure provides methods of inhibiting the activity of a transcription factor (e.g., TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4)) in a biological sample, the methods comprising contacting the biological sample with an effective amount of a compound, or pharmaceutical composition thereof, as described herein. In another aspect, the present disclosure provides methods of inhibiting the activity of a transcription factor in a tissue or cell, the methods comprising contacting the tissue or cell with an effective amount of a compound, or pharmaceutical composition thereof, as described herein.

[0309] In another aspect, the present disclosure provides methods of inhibiting the activity of a transcription factor (e.g., TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4)) in a cell, the methods comprising contacting the cell with an effective amount of a compound, or pharmaceutical composition thereof, as described herein.

[0310] In certain embodiments, the subject being treated is a mammal. In certain embodiments, the subject is a human. In certain embodiments, the subject is a domesticated animal, such as a dog, cat, cow, pig, horse, sheep, or goat. In certain embodiments, the subject is a companion animal, such as a dog or cat. In certain embodiments, the subject is a livestock animal, such as a cow, pig, horse, sheep, or goat. In certain embodiments, the subject is a zoo animal. In another embodiment, the subject is a research animal such as a rodent, dog, or non-human primate. In certain embodiments, the subject is a non-human transgenic animal, such as a transgenic mouse or transgenic pig.

[0311] In certain embodiments, the biological sample being contacted with the compound or composition is breast tissue, bone marrow, lymph node, lymph tissue, spleen, or blood. In certain embodiments, the biological sample being contacted with the compound or composition is a tumor or cancerous tissue. In certain embodiments, the biological sample being contacted with the compound or composition is serum, cerebrospinal fluid, interstitial fluid, mucous, tears, sweat, pus, biopsied tissue (e.g., obtained by a surgical biopsy or needle biopsy), nipple aspirates, milk, vaginal fluid, saliva, swabs (such as buccal swabs), or any material containing biomolecules that is derived from a first biological sample.

[0312] In certain embodiments, the cell or tissue being contacted with the compound or composition is present in vitro. In certain embodiments, the cell or tissue being contacted with the compound or composition is present in vivo. In certain embodiments, the cell or tissue being contacted with the compound or composition is present ex vivo. In certain embodiments, the cell or tissue being contacted with the compound or composition is a malignant cell (e.g., malignant blood cell). In certain embodiments, the cell being contacted with the compound or composition is a malignant hematopoietic stem cell (e.g., malignant myeloid cell or malignant lymphoid cell). In certain embodiments, the cell being contacted with the compound or composition is a malignant lymphocyte (e.g., malignant T-cell or malignant B-cell). In certain embodiments, the cell being contacted with the compound or composition is a malignant white blood cell. In certain embodiments, the cell being contacted with the compound or composition is a malignant neutrophil, malignant macrophage, or malignant plasma cell. In certain embodiments, the cell being contacted with the compound or composition is a carcinoma cell. In certain embodiments, the cell being contacted with the compound or composition is a fallopian tube carcinoma cell. In certain embodiments, the cell being contacted with the compound or composition is a sarcoma cell. In certain embodiments, the cell being contacted with the compound or composition is a sarcoma cell from breast tissue.

[0313] The disease (e.g., proliferative disease) to be treated or prevented using the compounds described herein may be associated with increased activity of a transcription factor, such as a TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4). The disease (e.g., proliferative disease) to be treated or prevented using the compounds described herein may be associated with the overexpression of a transcription factor, such as a TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4).

[0314] In certain embodiments, the disease (e.g., proliferative disease) to be treated or prevented using the compounds described herein may be associated with the overexpression of a TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4). A disease (e.g., proliferative disease) may be associated with aberrant activity of a TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4). Aberrant activity of a TEAD (e.g., TEAD1, TEAD2, TEAD3, TEAD4) may be elevated and/or inappropriate or undesired activity of the TEAD. The compounds described herein, and pharmaceutically acceptable salts, solvates, hydrates, polymorphs, co-crystals, tautomers, stereoisomers, isotopically labeled derivatives, prodrugs, compositions, and mixtures thereof, may inhibit the activity of a TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4) and be useful in treating and/or preventing diseases (e.g., proliferative diseases). The compounds described herein, and pharmaceutically acceptable salts, solvates, hydrates, polymorphs, co-crystals, tautomers, stereoisomers, isotopically labeled derivatives, prodrugs, compositions, and mixtures thereof, may inhibit the activity of a TEAD and be useful in treating and/or preventing diseases (e.g., proliferative diseases). The compounds described herein, and pharmaceutically acceptable salts, solvates, hydrates, polymorphs, co-crystals, tautomers, stereoisomers, isotopically labeled derivatives, prodrugs, compositions, and mixtures thereof, may inhibit the activity of a TEAD and be useful in treating and/or preventing diseases (e.g., proliferative diseases).

[0315] All types of biological samples described herein or known in the art are contemplated as being within the scope of the invention. In certain embodiments, the disease (e.g., proliferative disease) to be treated or prevented using the compounds described herein is cancer. All types of cancers disclosed herein or known in the art are contemplated as being within the scope of the invention. In certain embodiments, the proliferative disease is carcinoma. In certain embodiments, the proliferative disease is fallopian tube carcinoma. In certain embodiments, the proliferative disease is carcinoma. In certain embodiments, the proliferative disease is Kaposi's carcinoma. In certain embodiments, the proliferative disease is colorectal cancer. In certain embodiments, the proliferative disease is colon cancer. In certain embodiments, the proliferative disease is breast cancer. In certain embodiments, the proliferative disease is recurring breast cancer. In certain embodiments, the proliferative disease is mutant breast cancer. In certain embodiments, the proliferative disease is HER2+ breast cancer. In certain embodiments, the proliferative disease is HER2− breast cancer. In certain embodiments, the proliferative disease is triple-negative breast cancer (TNBC). In certain embodiments, the proliferative disease is lung cancer. In certain embodiments, the proliferative disease is thyroid cancer. In certain embodiments, the proliferative disease is skin cancer. In certain embodiments, the proliferative disease is ovarian cancer. In certain embodiments, the proliferative disease is prostate cancer. In certain embodiments, the proliferative disease is pancreatic cancer. In certain embodiments, the proliferative disease is esophageal cancer. In certain embodiments, the proliferative disease is liver cancer. In some embodiments, the proliferative disease is a benign neoplasm. All types of benign neoplasms disclosed herein or known in the art are contemplated as being within the scope of the invention. In some embodiments, the proliferative disease is associated with angiogenesis. All types of angiogenesis disclosed herein or known in the art are contemplated as being within the scope of the invention.

[0316] Another aspect of the disclosure relates to methods of inhibiting the activity of a transcription factor in a biological sample, tissue, cell, or subject. In certain embodiments, the transcription factor is a TEAD transcription factor. In certain embodiments, the TEAD is a Transcriptional Enhancer Associate Domain transcription factor. In certain embodiments, the transcription factor is TEAD1. In certain embodiments, the transcription factor is TEAD2. In certain embodiments, the transcription factor is TEAD3. In certain embodiments, the transcription factor is TEAD4. In certain embodiments, the activity of the transcription factor is aberrant activity of the transcription factor. In certain embodiments, the activity of the transcription factor is increased activity of the transcription factor. In certain embodiments, the inhibition of the activity of the transcription factor is irreversible. In other embodiments, the inhibition of the activity of the transcription factor is reversible. In certain embodiments, the methods of inhibiting the activity of the transcription factor include attaching a compound described herein to the transcription factor. In certain embodiments, the methods comprise covalently inhibiting a TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4). In certain embodiments, the methods comprise reversibly inhibiting a TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4). The present invention provides methods of inhibiting cell growth in a biological sample, tissue, cell, or subject.

[0317] In certain embodiments, the methods described herein include administering to a subject or contacting a biological sample with an effective amount of a compound described herein, or a pharmaceutically acceptable salt, solvate, hydrate, polymorph, co-crystal, tautomer, stereoisomer, isotopically labeled derivative, prodrug, composition, or mixture thereof. In certain embodiments, the methods described herein include administering to a subject or contacting a biological sample with an effective amount of a compound described herein, or a pharmaceutically acceptable salt thereof, or a pharmaceutical composition thereof. In certain embodiments, the compound is contacted with a biological sample. In certain embodiments, the compound is administered to a subject. In certain embodiments, the compound is administered in combination with one or more additional pharmaceutical agents described herein. The additional pharmaceutical agent may be an anti-proliferative agent. In certain embodiments, the additional pharmaceutical agent is an anti-cancer agent. The additional pharmaceutical agent may also be a transcription factor inhibitor. In certain embodiments, the additional pharmaceutical agent is an inhibitor of TEAD. In certain embodiments, the additional pharmaceutical agent is an inhibitor of a transcription enhancer factor. In certain embodiments, the additional pharmaceutical agent is an inhibitor of a TEAD family transcription factor. In certain embodiments, the additional pharmaceutical agent is an inhibitor of TEAD1. In certain embodiments, the additional pharmaceutical agent is an inhibitor of TEAD2. In certain embodiments, the additional pharmaceutical agent is an inhibitor of TEAD3. In certain embodiments, the additional pharmaceutical agent is an inhibitor of TEAD4. In certain embodiments, the additional pharmaceutical agent is a selective inhibitor of TEAD1. In certain embodiments, the additional pharmaceutical agent is a selective inhibitor of TEAD2. In certain embodiments, the additional pharmaceutical agent is a selective inhibitor of TEAD3. In certain embodiments, the additional pharmaceutical agent is a selective inhibitor of TEAD4. In certain embodiments, the additional pharmaceutical agent is a non-selective inhibitor of TEAD1. In certain embodiments, the additional pharmaceutical agent is a non-selective inhibitor of TEAD2. In certain embodiments, the additional pharmaceutical agent is a non-selective inhibitor of TEAD3. In certain embodiments, the additional pharmaceutical agent is a non-selective inhibitor of TEAD4. In certain embodiments, the additional pharmaceutical agent includes an anti-cancer agent (e.g., chemotherapeutics), anti-inflammatory agent, steroids, immunosuppressant, radiation therapy, or other agents. In certain embodiments, the additional pharmaceutical agent is an anti-proliferative agent. In certain embodiments, the additional pharmaceutical agent is an inhibitor of a transcription factor. In certain embodiments, the additional pharmaceutical agent is a non-selective inhibitor of a transcription factor. In certain embodiments, the additional pharmaceutical agent is an immunotherapy agent (e.g., PD1 inhibitor, PDL1 inhibitor). In certain embodiments, the additional pharmaceutical agent is an immune checkpoint inhibitor.

[0318] In some embodiments, the additional pharmaceutical agent is a topoisomerase inhibitor, a MCL1 inhibitor, a BCL-2 inhibitor, a BCL-xL inhibitor, a BRD4 inhibitor, a BRCA1 inhibitor, BRCA2 inhibitor, HER1 inhibitor, HER2 inhibitor, a CDK9 inhibitor, a Jumonji histone demethylase inhibitor, or a DNA damage inducer. In some embodiments, the additional pharmaceutical agent is etoposide, obatoclax, navitoclax, JQ1, 4-(((5′-chloro-2′-(((1R,4R)-4-((I-1-methoxypropan-2-yl)amino)cyclohexyl)amino)-[2,4′-bipyridin]-6-yl)amino)methyl)tetrahydro-2H-pyran-4-carbonitrile, JIB04, or cisplatin. Exemplary chemotherapeutic agents include alkylating agents such as nitrogen mustards, ethylenimines, methylmelamines, alkyl sulfonates, nitrosoureas, and triazenes; antimetabolites such as folic acid analogs, pyrimidine analogs, in particular fluorouracil and cytosine arabinoside, and purine analogs; natural products such as vinca alkaloids epi-podophyllotoxins, antibiotics, enzymes, and biological response modifiers; and miscellaneous products such as platinum coordination complexes, anthracenedione, substituted urea such as hydroxyurea, methyl hydrazine derivatives, and adrenocorticoid suppressant. Exemplary chemotherapeutic agents also include anthracycline antibiotics, actinomycin D, plicamycin, puromycin, gramicidin D, paclitaxel, colchicine, cytochalasin B, emetine, maytansine, amsacrine, cisplatin, carboplatin, mitomycin, altretamine, cyclophosphamide, lomustine, and carmustine. In certain embodiments, a pharmaceutical composition described herein further comprises a combination of the additional pharmaceutical agents described herein.

[0319] The inventive compounds or compositions may synergistically augment inhibition of TEAD induced by the additional pharmaceutical agent(s) in the biological sample or subject. Thus, the combination of the inventive compounds or compositions and the additional pharmaceutical agent(s) may be useful in treating proliferative diseases resistant to a treatment using the additional pharmaceutical agent(s) without the inventive compounds or compositions.

[0320] In some embodiments, the activity of a transcription factor is non-selectively inhibited by the compounds or pharmaceutical compositions described herein. In some embodiments, the activity of the transcription factor being inhibited is selectively inhibited by the compounds or pharmaceutical compositions described herein, compared to the activity of a different protein (e.g., a different transcription factor). In certain embodiments, the activity of a TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4) is selectively inhibited by a compound or pharmaceutical composition described herein, compared to the activity of a different protein. In certain embodiments, the activity of TEAD1 is selectively inhibited by a compound or pharmaceutical composition described herein, compared to the activity of another TEAD1 (e.g., TEAD2, TEAD3, or TEAD4). In certain embodiments, the activity of TEAD1 is selectively inhibited by a compound or pharmaceutical composition described herein, compared to the activity of another TEAD (e.g., TEAD2, TEAD3, or TEAD4). In certain embodiments, the activity of TEAD2 is selectively inhibited by a compound or pharmaceutical composition described herein, compared to the activity of another TEAD2 (e.g., TEAD1, TEAD3, or TEAD4). In certain embodiments, the activity of TEAD2 is selectively inhibited by a compound or pharmaceutical composition described herein, compared to the activity of another TEAD (e.g., TEAD1, TEAD3, or TEAD4). In certain embodiments, the activity of TEAD3 is selectively inhibited by a compound or pharmaceutical composition described herein, compared to the activity of another TEAD3 (e.g., TEAD1, TEAD2, or TEAD4). In certain embodiments, the activity of TEAD3 is selectively inhibited by a compound or pharmaceutical composition described herein, compared to the activity of another TEAD (e.g., TEAD1, TEAD2, or TEAD4). In certain embodiments, the activity of TEAD4 is selectively inhibited by a compound or pharmaceutical composition described herein, compared to the activity of another TEAD4 (e.g., TEAD1, TEAD2, or TEAD3). In certain embodiments, the activity of TEAD4 is selectively inhibited by a compound or pharmaceutical composition described herein, compared to the activity of another TEAD (e.g., TEAD1, TEAD2, or TEAD3).

[0321] The selectivity of a compound or pharmaceutical composition described herein in inhibiting the activity of a transcription factor over a different protein (e.g., a different transcription factor) may be measured by the quotient of the IC.sub.50 value of the compound or pharmaceutical composition in inhibiting the activity of the different protein over the IC.sub.50 value of the compound or pharmaceutical composition in inhibiting the activity of the transcription factor. The selectivity of a compound or pharmaceutical composition described herein for a transcription factor over a different protein may also be measured by the quotient of the K.sub.d value of an adduct of the compound or pharmaceutical composition and the different protein over the K.sub.d value of an adduct of the compound or pharmaceutical composition and the transcription factor. In certain embodiments, the selectivity is at least 2-fold, at least 3-fold, at least 5-fold, at least 10-fold, at least 30-fold, at least 100-fold, at least 300-fold, at least 1,000-fold, at least 3,000-fold, at least 10,000-fold, at least 30,000-fold, or at least 100,000-fold. In certain embodiments, the selectivity is not more than 100,000-fold, not more than 10,000-fold, not more than 1,000-fold, not more than 100-fold, not more than 10-fold, or not more than 2-fold. Combinations of the above-referenced ranges (e.g., at least 2-fold and not more than 10,000-fold) are also within the scope of the disclosure.

[0322] In certain embodiments, a kit described herein includes a first container comprising a compound or pharmaceutical composition described herein. In certain embodiments, a kit described herein is useful in treating and/or preventing a disease, such as a proliferative disease (e.g., cancers (e.g., sarcoma, carcinoma, lung cancer, thyroid cancer, skin cancer, ovarian cancer, colorectal cancer, prostate cancer, pancreatic cancer, esophageal cancer, liver cancer, breast cancer)), in a subject in need thereof, inhibiting the activity of a transcription factor (e.g., a TEAD (e.g., TEAD1, TEAD2, TEAD3, or TEAD4)) in a subject, biological sample, tissue, or cell, and/or inducing apoptosis in a cell.

EXAMPLES

[0323] In order that the present disclosure may be more fully understood, the following examples are set forth. The synthetic and biological examples described in this application are offered to illustrate the compounds, pharmaceutical compositions, and methods provided herein and are not to be construed in any way as limiting their scope.

Example 1. Inhibition of TEAD-Driven Transcription

[0324] The compounds were tested for their ability to inhibit TEAD-driven transcription. The results are summarized in Table 2.

TABLE-US-00002 TABLE 2 Summary of Inhibition of TEAD-driven transcription. Inhibition of Inhibition of Inhibition of TEAD-driven TEAD-driven TEAD-driven ID transcription ID transcription ID transcription I-29 ++++ I-50 +++ I-30 N/A I-28 N/A I-51 +++ I-25 N/A I-27 ++ I-52 ++ I-26 N/A I-11 +++ I-53 N/A I-57 ++ I-10 +++ I-54 N/A I-58 ++ I-9 N/A I-55 N/A I-59 N/A I-14 ++ I-56 + I-60 N/A I-15 ++ I-12 N/A I-61 + I-18 + I-13 N/A I-62 ++ I-34 ++++ I-16 N/A I-63 N/A I-35 ++ I-17 N/A I-64 ++++ I-1 + I-22 N/A I-65 +++ I-2 + I-23 N/A I-47 + I-19 + I-24 N/A I-48 + I-20 ++ I-66 N/A I-49 + I-21 ++ I-67 ++++ I-22 N/A I-3 N/A I-4 N/A I-31 +++ N/A signifies that activity was undetectable, +++ signifies 90% inhibition of TEAD transcriptional activity, ++ signifies 70% inhibition, and + signifies 50% inhibition. This assay used 40 μM at 24 hour treatment.

Example 2. Bioluminescent Reporter Assay Using 8×GTIIC-luc

[0325] 8×GTIIC-luciferase plasmid, containing 8 TEAD binding sites (ACATTCCA), was obtained from Addgene (Addgene #34615). MDA-MB-231 cells were transfected with 8×GTIIC-luciferase and stable clone was obtained using neomycin selection. The TEAD transcriptional activity was monitored by assessing the luciferase activity using luciferase assay system (Promega). Each data point represents mean±standard deviation.

Example 3. Endogenous TEAD Transcription Targets in MDA-MB-231 Cells

[0326] MDA-MB-231 cells were treated at indicated conditions and total RNA was extracted using RNAeasy Plus reagent (Qiagen). qRT-PCR was performed to 1 pg RNA to quantify the transcript levels of indicated TEAD-regulated targets genes. Data points represent mean±standard deviation.

Example 4. Pulldown of TEAD from MDA-MB-231 Cell Lysates

[0327] Total cell lysates from MDA-MB-231 was extracted using IP lysis buffer (Pierce). 1 mg protein lysate was combined with Biotinylated I-29 at indicated doses overnight. Streptavidin agarose beads were added to enrich the covalently engaged proteins, which were subsequently separated on Bis-Tris Plus gels (Invitrogen). TEAD4-selective antibody was used to quantify 1-29 engaged TEAD4.

Example 5. In Vitro Inhibition of Palmitoylation of TEAD2 Protein

[0328] For overnight treatment, 90 μL of recombinant His6-TEAD2 (300 nM) protein (217-447) was incubated with DMSO control or TEAD inhibitors at 40 μM. Next, 10 μL of 25 μM alkyne palmitoyl-CoA (Cayman Chemical) were added into the reaction mixture and incubated for 15 min in 20 mM Hepes, pH 7.4 and 200 mM NaCl on ice. The reaction was quenched with 1% SDS followed by Click reaction with biotin-azide. Samples were analyzed by SDS-PAGE and streptavidin HRP. Bands intensity obtained from streptavidin blot were quantified using Image Studio Lite Ver 5.2 and normalized with DMSO control.

Example 6. Exemplary Synthesis of TEAD Inhibitors

Method 1:

[0329] ##STR00720##

##STR00721##

tert-butI(R)-3-((3-(trifluoromethyl)phenyl)amino)piperidine-1-carboxylate

[0330] To a solution of 1-bromo-3-(trifluoromethyl)benzene (223 mg, 1.0 mmol) and tert-Iyl (R)-3-aminopiperidine-1-carboxylate (240 mg, 1.2 mmol) in 5 mL of dioxane was added Pd.sub.2dba.sub.3 (9 mg, 0.01 mmol), XPhos (14 mg, 0.03 mmol) and Cs.sub.2CO.sub.3 (652 mg, 2 mmol) under N.sub.2. The mixture was stirred at 100° C. overnight. The mixture was filtered. The filtrate was concentrated in vacuo, then purified by flash chromatography on silica gel (hexane:ethyl acetate=4:1) to provide the product (240 mg, 70%). LC/MS (ESI) m/z=345 (I H).sup.+.

(R)-N-(3-(trifluoromethyl)phenyl)piperidin-3-amine

[0331] To a solution of tert-butyl (R)-3-((3-(trifluoromethyl)phenyl)amino)piperidine-1-carboxylate (240 mg, 0.7 mmol) in 3 mL of methanol was added HCl/dioxane (1 mL, 4 N) solution. The result solution was stirred at room temperature for 1 h, and then concentrated in vacuo to obtain the product as HCl salt, which was used into next step without any purification. LC/MS (ESI) m/z=245 (M+H).sup.+.

(R)-1-(3-((3-(trifluoromethyl)phenyl)amino)piperidin-1-yl)prop-2-en-1-one

[0332] To a solution of (R)-N-(3-(trifluoromethyl)phenyl)piperidin-3-amine (28 mg, 0.1 mmol) and DIEA (33 μL, 0.2 mmol) in 1 mL of acetonitrile was added acryloyl chloride dropwise at 0° C. until the reaction completed. Then the mixture was diluted with dichloromethane, washed with 1 N NaHCO.sub.3solution and brine. The organic layer was dried over sodium sulfate, concentrated in vacuo and then purified by prep-HPLC (MeOH/H.sub.2O, 0-100%) to provide I-1 (23.4 mg, 56%) as TFA salt. LC/MS (ESI) m/z=299 (M+H).sup.+. .sup.1H NMR (500 MHz, DMSO-d6) δ 7.29 (t, J=7.8 Hz, 1H), 6.95-6.50 (m, 4H), 6.19-5.52 (m, 2H), 4.68-3.74 (m, 2H), 3.34-2.91 (m, 3H), 2.68-2.50 (m, 1H), 1.98 (m, 1H), 1.90-1.65 (m, 1H), 1.59-1.37 (m, 2H).

##STR00722##

(R)-2-chloro-1-(3-((3-(trifluoromethyl)phenyl)amino)piperidin-1-yl)ethan-1-one

[0333] I-2 is prepared by using the similar procedure as for I-1. 2-chloroacetyl chloride was used in the last step. LC/MS (ESI) m/z=321 (M+H).sup.+. .sup.1H NMR (500 MHz, DMSO-d6) δ 7.29 (t, J=7.9 Hz, 1H), 7.07-6.75 (m, 3H), 6.11 (br, 1H), 4.49-4.29 (m, 2H), 4.25-3.89 (m, 1H), 3.85-3.66 (m, 1H), 3.21-3.06 (m, 1H), 2.96 (dd, J=13.4, 9.0 Hz, 1H), 2.56 (dd, J=12.6, 9.5 Hz, 1H), 2.07-1.89 (m, 1H), 1.88-1.68 (m, 1H), 1.67-1.34 (m, 2H).

##STR00723##

1-(3-((3-(trifluoromethyl)phenyl)amino)pyrrolidin-1-yl)prop-2-en-1-one

[0334] I-11 is prepared by using the similar procedure as for I-1. Tert-butyl 3-aminopyrrolidine-1-carboxylate was used in the first step. LC/MS (ESI) m/z=285 (M+H).sup.+. .sup.1H NMR (500 MHz, DMSO-d6) δ 7.30 (t, J=8.2 Hz, 1H), 6.90-6.82 (m, 3H), 6.59 (ddd, J=24.1, 16.8, 10.3 Hz, 1H), 6.14 (ddd, J=16.8, 7.9, 2.4 Hz, 1H), 5.67 (ddd, J=17.2, 10.3, 2.4 Hz, 1H), 4.21-4.01 (m, 1H), 3.94-3.60 (m, 2H), 3.59-3.44 (m, 2H), 3.37-3.29 (m, 1H), 2.28-2.08 (m, 1H), 1.98-1.75 (m, 1H).

##STR00724##

1-(3-((3-(trifluoromethyl)phenyl)amino)azetidin-1-yl)prop-2-en-1-one

[0335] I-13 is prepared by using the similar procedure as for I-1. Tert-butyl 3-aminoazetidine-1-carboxylate was used in the first step. LC/MS (ESI) m/z=271 (M+H).sup.+. .sup.1H NMR (500 MHz, DMSO-d6) δ 7.33 (t, J=8.2 Hz, 1H), 6.94-6.88 (m, 1H), 6.82-6.75 (m, 3H), 6.34 (dd, J=17.0, 10.4 Hz, 1H), 6.12 (dd, J=17.0, 2.2 Hz, 1H), 5.68 (dd, J=10.3, 2.2 Hz, 1H), 4.63-4.56 (m, 1H), 4.35-4.26 (m, 2H), 3.97-3.91 (m, 1H), 3.73 (d, J=5.4 Hz, 1H), 3.37-3.07 (m, 1H).

##STR00725##

(S)-1-(3-((3-(trifluoromethyl)phenyl)amino)piperidin-1-yl)prop-2-en-1-one

[0336] I-15 is prepared by using the similar procedure as for I-1. Tert-butyl (S)-3-aminopiperidine-1-carboxylate was used in the first step. LC/MS (ESI) m/z=299 (M+H).sup.+. .sup.1H NMR (500 MHz, DMSO-d6) δ 7.29 (t, J=7.9 Hz, 1H), 6.97-6.52 (m, 4H), 6.22-5.95 (m, 1H), 5.76-5.45 (m, 1H), 4.63-4.31 (m, 1H), 4.13-3.77 (m, 2H), 3.73-3.57 (m, 1H), 3.21-3.02 (m, 2H), 2.11-1.89 (m, 1H), 1.86-1.69 (m, 1H), 1.64-1.39 (m, 2H).

##STR00726##

N-(3-((3-(trifluoromethyl)phenyl)amino)cyclohexyl)acrylamide

[0337] I-17 is prepared by using the similar procedure as for I-1. Tert-butyl (3-aminocyclohexyl)carbamate was used in the first step. LC/MS (ESI) m/z=313 (M+H).sup.+. .sup.1H NMR (500 MHz, DMSO-d6) δ 8.04 (d, J=7.9 Hz, 1H), 7.26 (t, J=7.8 Hz, 1H), 6.89-6.62 (m, 4H), 6.26-6.00 (m, 2H), 5.68-5.46 (m, 1H), 3.78-3.72 (m, 2H), 2.14-2.04 (m, 1H), 1.98-1.88 (m, 1H), 1.85-1.73 (m, 2H), 1.47-0.98 (m, 4H).

##STR00727##

(R)-1-(3-((3-(trifluoromethyl)phenyl)amino)azepan-1-yl)prop-2-en-1-one

[0338] I-23 (21 mg, 38%) is prepared by using the similar procedure for I-1. Tert-butyl (R)-3-aminoazepane-1-carboxylate was used in the first step. LC/MS (ESI) m/z=313 (M+H).sup.+. .sup.1H NMR (500 MHz, DMSO-d.sub.6) δ 7.29 (d, J=8.2 Hz, 1H), 7.00 (d, J=5.0 Hz, 2H), 6.88-6.75 (m, 3H), 6.18 (dd, J=16.7, 2.5 Hz, 1H), 5.71 (dd, J=10.5, 2.4 Hz, 1H), 4.12 (dd, J=13.3, 4.5 Hz, 1H), 3.81 (ddd, J=32.1, 14.4, 5.9 Hz, 2H), 3.73-3.64 (m, 1H), 2.86 (dd, J=13.2, 9.5 Hz, 1H), 1.90-1.70 (m, 4H), 1.55-1.38 (m, 2H).

##STR00728##

N-(1-(3-(trifluoromethyl)phenyl)piperidin-3-yl)acrylamide

[0339] I-25 (6.6 mg, 44%) is prepared by using the similar procedure as for I-1. Tert-butyl piperidin-3-ylcarbamate was used in the first step. LC/MS (ESI) m/z=299 (M+H).sup.+. .sup.1H NMR (500 MHz, DMSO-d.sub.6) δ 8.17 (d, J=7.3 Hz, 1H), 7.40 (t, J=8.0 Hz, 1H), 7.22 (dd, J=8.3, 2.6 Hz, 1H), 7.15 (d, J=2.6 Hz, 2H), 7.03 (d, J=7.4 Hz, 1H), 6.12 (dd, J=17.1, 2.2 Hz, 1H), 5.61 (dd, J=10.2, 2.2 Hz, 1H), 3.86-3.80 (m, 1H), 3.70 (dd, J=12.4, 4.0 Hz, 2H), 2.90 (ddd, J=13.2, 10.5, 3.0 Hz, 1H), 2.74 (dd, J=12.3, 9.3 Hz, 1H), 1.93-1.74 (m, 2H), 1.66-1.42 (m, 2H).

##STR00729##

(R)-1-(3-((3-(trifluoromethyl)phenyl)amino)pyrrolidin-1-yl)prop-2-en-1-one

[0340] I-28 is prepared by using the similar procedure as for I-1. Tert-butyl (R)-3-aminopyrrolidine-1-carboxylate was used in the first step. LC/MS (ESI) m/z=285 (M+H).sup.+.

##STR00730##

(S)-1-(3-((3-(trifluoromethyl)phenyl)amino)pyrrolidin-1-yl)prop-2-en-1-one

[0341] I-29 (8.3 mg, 19%) is prepared by using the similar procedure as for I-1. Tert-butyl (S)-3-aminopyrrolidine-1-carboxylate was used in the first step. LC/MS (ESI) m/z=285 (M+H).sup.+. .sup.1H NMR (500 MHz, Methanol-d4) δ 7.33-7.26 (m, 1H), 6.91-6.85 (m, 3H), 6.62 (ddd, J=29.1, 16.8, 10.5 Hz, 1H), 6.29 (ddd, J=16.9, 7.4, 2.0 Hz, 1H), 5.76 (ddd, J=12.5, 10.4, 2.0 Hz, 1H), 4.26-4.11 (m, 1H), 4.02-3.61 (m, 3H), 3.56-3.47 (m, 1H), 2.40-2.22 (m, 1H), 2.12-1.93 (m, 1H).

##STR00731##

1-(3-ethyl-3-((3-(trifluoromethyl)phenyl)amino)pyrrolidin-1-yl)prop-2-en-1-one

[0342] I-76 was prepared by using the similar procedure as for I-1. Tert-butyl 3-amino-3-ethylpyrrolidine-1-carboxylate was used in the first step. LC/MS (ESI) m/z=313 (M+H).sup.+.

##STR00732##

(S)-1-(3-(methyl(3-(trifluoromethyl)phenyl)amino)pyrrolidin-1-yl)prop-2-en-1-one

[0343] I-48 was prepared by using the same procedure and starting material as for I-29 except for an additional methylation step below. LC/MS (ESI) m/z=299 (M+H).sup.+.

##STR00733##

tert-butyl (S)-3-(methyl(3-(trifluoromethyl)phenyl)amino)pyrrolidine-1-carboxylate

[0344] To a solution of tert-butyl (S)-3-((3-(trifluoromethyl)phenyl)amino)pyrrolidine-1-carboxylate (100 mg, 0.3 mmol) in DMF (5 mL) was NaH (60% w/t, 15 mg, 0.36 mmol) and Mel (846 mg, 0.6 mmol). The reaction mixture was stirred at 60° C. for 5 h. The mixture was quenched with water and extracted with ethyl acetate (50 mL×3). The combined organic layer was washed with brine and concentrated in vacuo. The residue was purified with silica gel column (hexane:ethyl acetate=4:1) to give the product (80 mg, 77%). LC/MS (ESI) m/z=345 (M+H).sup.+.

##STR00734##

(S,E)-4-(dimethylamino)-1-(3-((3-(trifluoromethyl)phenyl)amino)pyrrolidin-1-yl)but-2-en-1-one

[0345] I-47 is prepared by using the similar procedure as for I-1. (E)-4-bromobut-2-enoyl chloride was used in the last step and then react with dimethylamine in THF. LC/MS (ESI) m/z=342 (M+H).sup.+.

##STR00735##

(S)-1-(3-((3,5-bis(trifluoromethyl)phenyl)amino)pyrrolidin-1-yl)prop-2-en-1-one

[0346] I-50 is prepared by using the similar procedure as for I-1. Tert-butyl (S)-3-aminopyrrolidine-1-carboxylate and 1-bromo-3,5-bis(trifluoromethyl)benzene were used in the first step. LC/MS (ESI) m/z=353 (M+H).sup.+.

##STR00736##

(S)-1-(3-((2-chloro-5-(trifluoromethyl)phenyl)amino)pyrrolidin-1-yl)prop-2-en-1-one

[0347] I-51 is prepared by using the similar procedure as for I-1. Tert-butyl (S)-3-aminopyrrolidine-1-carboxylate and 2-bromo-1-chloro-4-(trifluoromethyl)benzene were used in the first step. LC/MS (ESI) m/z=319 (M+H).sup.+.

##STR00737##

(S)-1-(3-((3-chloro-5-(trifluoromethyl)phenyl)amino)pyrrolidin-1-yl)prop-2-en-1-one

[0348] I-52 is prepared by using the similar procedure as for I-1. Tert-butyl (S)-3-aminopyrrolidine-1-carboxylate and 1-bromo-3-chloro-5-(trifluoromethyl)benzene were used in the first step. LC/MS (ESI) m/z=319 (M+H).sup.+.

##STR00738##

(S)-1-(3-((3-methoxy-5-(trifluoromethyl)phenyl)amino)pyrrolidin-1-yl)prop-2-en-1-one

(S)-1-(3-((2-methyl-5-(trifluoromethyl)phenyl)amino)pyrrolidin-1-yl)prop-2-en-1-one

[0349] I-54 is prepared by using the similar procedure as for I-1. Tert-butyl (S)-3-aminopyrrolidine-1-carboxylate and 2-bromo-1-methyl-4-(trifluoromethyl)benzene were used in the first step. LC/MS (ESI) m/z=299 (M+H).sup.+.

##STR00739##

(S)-1-(3-(phenylamino)pyrrolidin-1-yl)prop-2-en-1-one

[0350] I-55 is prepared by using the similar procedure as for I-1. Tert-butyl (S)-3-aminopyrrolidine-1-carboxylate and bromobenzene were used in the first step. LC/MS (ESI) m/z=217 (M+H).sup.+.

##STR00740##

(S)-1-(3-((2-methoxy-5-(trifluoromethyl)phenyl)amino)pyrrolidin-1-yl)prop-2-en-1-one

[0351] I-56 is prepared by using the similar procedure as for I-1. Tert-butyl (S)-3-aminopyrrolidine-1-carboxylate and 2-bromo-1-methoxy-4-(trifluoromethyl)benzene were used in the first step. LC/MS (ESI) m/z=315 (M+H).sup.+.

##STR00741##

(S)-1-(3-((2-methyl-3-(trifluoromethyl)phenyl)amino)pyrrolidin-1-yl)prop-2-en-1-one

[0352] I-57 is prepared by using the similar procedure as for I-1. Tert-butyl (S)-3-aminopyrrolidine-1-carboxylate and 1-bromo-2-methyl-3-(trifluoromethyl)benzene were used in the first step. LC/MS (ESI) m/z=299 (M+H).sup.+.

##STR00742##

(S)-1-(3-((3-(4-methylpiperazin-1-yl)phenyl)amino)pyrrolidin-1-yl)prop-2-en-1-one

[0353] I-49 is prepared by using the similar procedure as for I-1. Tert-butyl (S)-3-aminopyrrolidine-1-carboxylate and 1-(3-bromophenyl)-4-methylpiperazine were used in the first step. LC/MS (ESI) m/z=315 (M+H).sup.+.

##STR00743##

(S)-1-(3-((5-(trifluoromethyl)pyridin-3-yl)amino)pyrrolidin-1-yl)prop-2-en-1-one

[0354] I-61 was prepared by using the similar procedure as for I-1. Tert-butyl (S)-3-aminopyrrolidine-1-carboxylate and 3-bromo-5-trifluoromethyl pyridine were used in the first step. LC/MS (ESI) m/z=286 (M+H).sup.+. .sup.1H NMR (500 MHz, DMSO-d6) δ 8.25 (t, J=3.4 Hz, 1H), 8.09 (d, J=1.8 Hz, 1H), 7.21 (dt, J=13.3, 2.5 Hz, 1H), 6.68 (dd, J=10.7, 7.0 Hz, 1H), 6.59 (ddd, J=20.3, 16.7, 10.3 Hz, 1H), 6.14 (ddd, J=16.8, 8.6, 2.4 Hz, 1H), 5.67 (ddd, J=17.8, 10.3, 2.4 Hz, 1H), 4.27-4.08 (m, 1H), 3.92 (dd, J=10.6, 5.9 Hz, 0.5H), 3.73-3.61 (m, 1.5H), 3.59-3.44 (m, 1H), 3.43-3.33 (m, 1H), 2.31-2.08 (m, 1H), 1.95-1.77 (m, 1H).

##STR00744##

1-((3R,4R)-3-hydroxy-4-((3-(trifluoromethyl)phenyl)amino)pyrrolidin-1-yl)prop-2-en-1-one

[0355] I-62 was prepared by using the similar procedure as for I-1. Tert-butyl (3R,4R)-3-amino-4-hydroxypyrrolidine-1-carboxylate was used in the first step. LC/MS (ESI) m/z=301 (M+H).sup.+. .sup.1H NMR (500 MHz, DMSO-d6) δ 7.30 (t, J=7.9 Hz, 1H), 6.96-6.75 (m, 3H), 6.58 (ddd, J=16.8, 10.3, 7.5 Hz, 1H), 6.37 (dd, J=23.7, 5.9 Hz, 1H), 6.15 (ddd, J=16.8, 4.0, 2.5 Hz, 1H), 5.68 (dt, J=10.3, 2.8 Hz, 1H), 5.46 (dd, J=39.5, 3.4 Hz, 1H), 4.07 (d, J=33.0 Hz, 0.5H), 3.95 (dd, J=10.9, 5.6 Hz, 0.5H), 3.81 (t, J=6.0 Hz, 0.5H), 3.74 (td, J=10.5, 9.9, 4.8 Hz, 1.5H), 3.57-3.38 (m, 3H).

##STR00745##

(S)-1-(3-((2-nitro-3-(trifluoromethyl)phenyl)amino)pyrrolidin-1-yl)prop-2-en-1-one

[0356] I-63 was prepared by using the similar procedure as for I-1. Tert-butyl (S)-3-aminopyrrolidine-1-carboxylate and 1-chloro-2-nitro-3-(trifluoromethyl)benzene were used in the first step. LC/MS (ESI) m/z=330 (M+H).sup.+. .sup.1H NMR (500 MHz, DMSO-d6) δ 7.58 (t, J=8.2 Hz, 1H), 7.39 (dd, J=15.0, 8.6 Hz, 1H), 7.11 (d, J=7.6 Hz, 1H), 6.57 (ddd, J=27.5, 16.8, 10.3 Hz, 1H), 6.38 (dd, J=6.8, 2.9 Hz, 1H), 6.14 (ddd, J=16.8, 5.4, 2.4 Hz, 1H), 5.66 (ddd, J=13.0, 10.3, 2.4 Hz, 1H), 4.24 (dp, J=45.3, 6.0 Hz, 1H), 3.94 (dd, J=10.5, 6.5 Hz, 0.5H), 3.72 (dd, J=12.5, 6.4 Hz, 0.5H), 3.68-3.57 (m, 1H), 3.54-3.44 (m, 1H), 3.47-3.36 (m, 1H), 2.29-2.07 (m, 1H), 2.05-1.87 (m, 1H).

##STR00746##

(S)-1-(3-((2-amino-3-(trifluoromethyl)phenyl)amino)pyrrolidin-1-yl)prop-2-en-1-one

[0357] I-65 was prepared by using the same procedure and starting material as for I-63 except for an additional hydrogenation step below. LC/MS (ESI) m/z=300 (M+H).sup.+. .sup.1H NMR (500 MHz, DMSO-d6) δ 6.79-6.70 (m, 2H), 6.68-6.51 (m, 2H), 6.13 (ddd, J=16.8, 6.8, 2.5 Hz, 1H), 5.66 (ddd, J=14.0, 10.3, 2.5 Hz, 1H), 5.08-4.94 (m, 3H), 4.17-3.98 (m, 1H), 3.92 (dd, J=10.5, 6.0 Hz, 0.5H), 3.76-3.62 (m, 1.5H), 3.58-3.39 (m, 2H), 2.28-2.08 (m, 1H), 2.02-1.84 (m, 1H).

##STR00747##

Tert-butyl (S)-3-((2-amino-3-(trifluoromethyl)phenyl)amino)pyrrolidine-1-carboxylate

[0358] To a MeOH solution of tert-butyl (S)-3-((2-nitro-3-(trifluoromethyl)phenyl)amino)pyrrolidine-1-carboxylate (64 mg, 0.17 mmol) was added 10% Pd/C (35 mg) and a balloon of hydrogen was equipped. The suspension was stirred at room temperature for 4 h. The mixture was filtrated through Celite and the filtrate was concentrated to afford residue, which was directly used in the next step. LC/MS (ESI) m/z=346 (M+H).sup.+.

##STR00748##

1-(3-Methyl-3-((3-(trifluoromethyl)phenyl)amino)pyrrolidin-1-yl)prop-2-en-1-one

[0359] I-67 was prepared by using the similar procedure as for I-1. Tert-butyl 3-amino-3-methylpyrrolidine-1-carboxylate was used in the first step. LC/MS (ESI) m/z=299 (M+H).sup.+. .sup.1H NMR (500 MHz, DMSO-d6) δ 7.28 (t, J=8.0 Hz, 1H), 6.98-6.87 (m, 2H), 6.83 (d, J=7.4 Hz, 1H), 6.56 (ddd, J=18.1, 16.8, 10.3 Hz, 1H), 6.21 (d, J=4.3 Hz, 1H), 6.12 (ddd, J=16.8, 6.6, 2.4 Hz, 1H), 5.66 (ddd, J=10.3, 8.8, 2.4 Hz, 1H), 3.87-3.73 (m, 1H), 3.71-3.59 (m, 1.5H), 3.53-3.43 (m, 1H), 3.39 (d, J=12.3 Hz, 0.5H), 2.36-2.16 (m, 1H), 2.08-1.85 (m, 1H), 1.42 (s, 3H).

##STR00749##

(R)-1-(3-((3-(trifluoromethyl)phenyl)amino)piperidin-1-yl)ethan-1-one

[0360] I-9 is prepared by using the similar procedure as for I-1. Acetyl chloride was used in the last step. LC/MS (ESI) m/z=287 (M+H).sup.+. 1H NMR (500 MHz, DMSO-d6) δ 7.38-7.19 (m, 1H), 7.02-6.71 (m, 3H), 4.57-4.12 (m, 1H), 3.86-3.76 (m, 1H), 3.28-2.94 (m, 3H), 2.48-2.36 (m, 1H), 2.11-1.85 (m, 4H), 1.81-1.66 (m, 1H), 1.60-1.29 (m, 2H).

##STR00750##

##STR00751##

tert-butyl 3-((3-(trifluoromethyl)phenyl)amino)pyrrolidine-1-carboxylate

[0361] To a solution of 1-bromo-3-(trifluoromethyl)benzene (223 mg, 1.0 mmol) and tert-butyl 3-aminopyrrolidine-1-carboxylate (223 mg, 1.2 mmol) in 5 mL of dioxane was added Pd.sub.2dba.sub.3 (9 mg, 0.01 mmol), XPhos (14 mg, 0.03 mmol) and Cs.sub.2CO.sub.3 (652 mg, 2 mmol) under N.sub.2. The mixture was stirred at 100° C. overnight. The mixture was filtered. The filtrate was concentrated in vacuo, then purified by flash chromatography on silica gel (hexane:ethyl acetate=4:1) to provide the product (230 mg, 70%). LC/MS (ESI) m/z=331 (M+H)+.

N-(3-(trifluoromethyl)phenyl)pyrrolidin-3-amine

[0362] To a solution of tert-butyl 3-((3-(trifluoromethyl)phenyl)amino)pyrrolidine-1-carboxylate (230 mg, 0.7 mmol) in 3 mL of methanol was added HCl/dioxane (1 mL, 4 N) solution. The result solution was stirred at room temperature for 1 h, and then concentrated in vacuo to obtain the product as HCl salt, which was used into next step without any purification. LC/MS (ESI) m/z=231 (M+H).sup.+.

2-chloro-1-(3-((3-(trifluoromethyl)phenyl)amino)pyrrolidin-1-yl)ethan-1-one

[0363] To a solution of N-(3-(trifluoromethyl)phenyl)pyrrolidin-3-amine (23 mg, 0.1 mmol) and DIEA (33 μL, 0.2 mmol) in 1 mL of acetonitrile was added acryloyl chloride dropwise at 0° C. until the reaction completed. Then the mixture was diluted with dichloromethane, washed with 1 N NaHCO.sub.3solution and brine. The organic layer was dried over sodium sulfate, concentrated in vacuo and then purified by prep-HPLC (MeOH/H.sub.2O, 0-100%) to provide I-10 (23.2 mg, 55%) as TFA salt. LC/MS (ESI) m/z=307 (M+H).sup.+. 1H NMR (500 MHz, DMSO-d6) δ 7.31 (t, J=8.1 Hz, 1H), 7.00-6.77 (m, 3H), 4.44-4.23 (m, 2H), 4.19-3.99 (m, 1H), 3.92-3.76 (m, 1H), 3.70-3.55 (m, 2H), 3.35-3.20 (m, 2H), 2.30-2.07 (m, 1H), 2.00-1.70 (m, 1H).

##STR00752##

2-chloro-1-(3-((3-(trifluoromethyl)phenyl)amino)azetidin-1-yl)ethan-1-one

[0364] I-12 is prepared by using the similar procedure as for I-10. Tert-butyl 3-aminoazetidine-1-carboxylate was used in the first step. LC/MS (ESI) m/z=293 (M+H).sup.+. 1H NMR (500 MHz, DMSO-d6) δ 7.33 (t, J=8.2 Hz, 1H), 7.03-6.63 (m, 4H), 4.68-4.39 (m, 1H), 4.39-4.20 (m, 2H), 4.15 (s, 2H), 4.01-3.88 (m, 1H), 3.88-3.69 (m, 1H).

##STR00753##

(S)-2-chloro-1-(3-((3-(trifluoromethyl)phenyl)amino)piperidin-1-yl)ethan-1-one

[0365] I-14 is prepared by using the similar procedure as for I-10. Tert-butyl (S)-3-aminopiperidine-1-carboxylate was used in the first step. LC/MS (ESI) m/z=321 (M+H).sup.+. 1H NMR (500 MHz, DMSO-d6) δ 7.29 (t, J=7.9 Hz, 1H), 6.99-6.90 (m, 1H), 6.91-6.80 (m, 2H), 4.46-4.29 (m, 2H), 4.24-3.90 (m, 1H), 3.86-3.65 (m, 1H), 3.58-3.51 (m, 1H), 3.32-3.06 (m, 1H), 3.00-2.92 (m, 1H), 2.60-2.52 (m, 1H), 2.02-1.93 (m, 1H), 1.82-1.70 (m, 1H), 1.67-1.36 (m, 2H).

##STR00754##

2-chloro-N-(3-((3-(trifluoromethyl)phenyl)amino)cyclohexyl)acetamide

[0366] I-16 is prepared by using the similar procedure as for I-10. Tert-butyl (3-aminocyclohexyl)carbamate was used in the first step. LC/MS (ESI) m/z=335 (M+H).sup.+. 1H NMR (500 MHz, DMSO-d6) δ 8.16 (d, J=7.8 Hz, 1H), 7.94-7.60 (m, 1H), 7.26 (t, J=7.8 Hz, 1H), 6.90-6.66 (m, 3H), 4.00 (s, 2H), 3.88-3.78 (m, 1H), 2.13-1.59 (m, 4H), 1.50-0.79 (m, 5H).

##STR00755##

2-chloro-1-(3-((3-(trifluoromethyl)phenyl)amino)piperidin-1-yl)ethan-1-one

[0367] I-19 is prepared by using the similar procedure as for I-10. Tert-butyl 3-aminopiperidine-1-carboxylate was used in the first step. LC/MS (ESI) m/z=321 (M+H).sup.+. 1H NMR (500 MHz, DMSO-d6) δ 7.29 (t, J=7.9 Hz, 1H), 7.02-6.76 (m, 3H), 6.49-5.78 (m, 1H), 4.46-4.31 (m, 2H), 4.29-3.91 (m, 1H), 3.86-3.64 (m, 1H), 3.17-2.90 (m, 2H), 2.61-2.53 (m, 1H), 2.08-1.69 (m, 2H), 1.67-1.37 (m, 2H).

##STR00756##

(R)-2-chloro-1-(3-((3-(trifluoromethyl)phenyl)amino)azepan-1-yl)ethan-1-one

[0368] I-24 is prepared by using the similar procedure as for I-10. Tert-butyl (R)-3-aminoazepane-1-carboxylate was used in the first step. LC/MS (ESI) n/z=335 (M+H).sup.+. 1H NMR (500 MHz, DMSO-d6) δ 7.51-7.22 (m, 1H), 7.16-6.71 (m, 3H), 4.42 (s, 2H), 4.13-3.74 (m, 5H), 3.04-2.73 (m, 1H), 1.99-0.99 (m, 6H).

##STR00757##

2-chloro-N-(1-(3-(trifluoromethyl)phenyl)piperidin-3-yl)acetamide

[0369] I-26 is prepared by using the similar procedure as for I-10. Tert-butyl piperidin-3-ylcarbamate was used in the first step. LC/MS (ESI) m/z=321 (M+H).sup.+. 1H NMR (500 MHz, DMSO-d6) δ 8.27 (d, J=7.4 Hz, 1H), 7.41 (t, J=8.0 Hz, 1H), 7.21 (dd, J=8.4, 2.6 Hz, 1H), 7.18-7.13 (m, 1H), 7.04 (d, J=8.3 Hz, 1H), 4.07 (s, 2H), 3.83-3.73 (m, 1H), 3.66-3.53 (m, 2H), 2.94 (ddd, J=12.9, 10.1, 3.1 Hz, 1H), 2.79 (dd, J=12.2, 9.0 Hz, 1H), 1.88-1.72 (m, 2H), 1.64-1.44 (m, 2H).

##STR00758##

1-(3-((3-(trifluoromethyl)phenyl)amino)pyrrolidin-1-yl)propan-1-one

[0370] I-27 is prepared by using the similar procedure as for I-10. Propionyl chloride was used in last step. LC/MS (ESI) m/z=287 (M+H).sup.+. 1H NMR (500 MHz, DMSO-d6) δ 7.39-7.22 (m, 1H), 7.00-6.74 (m, 3H), 4.15-3.69 (m, 2H), 3.63-3.46 (m, 2H), 3.31-3.17 (m, 2H), 2.34-1.68 (m, 4H), 0.98 (dt, J=9.2, 7.4 Hz, 3H).

##STR00759##

##STR00760##

tert-butyl (R)-3-(3-(trifluoromethyl)phenoxy)piperidine-1-cIoxylate

[0371] To a solution of tert-butyl (R)-3-hydroxypiperidine-1-carboxylate (504 mg, 2.4 mmol) in DMF (10 mL) was added NaH (360 mg, 9 mmol, 60% w.t. in mineral oil) at 0° C. The resulting mixture was stirred at the same temperature for 30 min, and then 1-fluoro-3-(trifluoromethyl)benzene (328 mg, 2 mmol) was added. The reaction mixture was stirred at room temperature for 30 min, and then heated up to 70° C. for another 1 h. After cooling down the mixture was diluted with water, extracted with dichloromethane (100 mL×3). The combined organic layer was washed with brine, and then concentrated in vacuo to provide crude product, which was used into next step directly. LC/MS (ESI) m/z=346 (M+H).sup.+.

(R)-3-(3-(trifluoromethyl)phenoxy)piperidine

[0372] To a solution of tert-butyl (R)-3-(3-(trifluoromethyl)phenoxy)piperidine-1-carboxylate in 10 mL of methanol was added 4N HCl/dioxane (4 mL) solution. The resulted mixture was stirred at 60° C. for 1 h, then concentrated in vacuo. The residue was purified by prep-HPLC (MeOH/H.sub.2O, 0-100%) to provide the product as a TFA salt. LC/MS (ESI) m/z=246 (M+H).sup.+.

(R)-1-(3-(3-(trifluoromethyl)phenoxIiperidin-1-yl)prop-2-en-1-one

[0373] To a solution of (R)-3-(3-(trifluoromethyl)phenoxy)piperidine (36 mg, 0.1 mmol) and DIEA (33 μL, 0.2 mmol) in acetonitrile (1 mL) was added acryloyl chloride dropwise at 0° C. until the reaction completed. The resulted mixture was diluted with dichloromethane, and then washed with 1 N NaHCO.sub.3 solution and brine. The organic layer was dried over sodium sulfate and concentrated in vacuo. The residue was purified by prep-HPLC (MeOH/H.sub.2O, 0-100%) to provide the product (18.3 mg, 45%) as TFA salt. LC/MS (ESI) m/z=300 (M+H).sup.+. .sup.1H NMR (500 MHz, DMSO-d.sub.6) δ 7.22 (s, 1H), 6.84 (dd, J=16.7, 10.4 Hz, 1H), 6.58 (dd, J=16.7, 10.5 Hz, 1H), 6.12 (dd, J=16.8, 2.4 Hz, 1H), 6.03 (dd, J=16.8, 2.4 Hz, 1H), 5.70 (dd, J=10.5, 2.4 Hz, 1H), 5.54 (dd, J=10.5, 2.4 Hz, 1H), 4.03 (dd, J=12.7, 3.5 Hz, 1H), 3.83-3.67 (m, 4H), 2.04 (dt, J=11.3, 5.6 Hz, 1H), 1.95 (td, J=10.0, 5.0 Hz, 1H), 1.52 (ddt, J=10.2, 7.0, 4.0 Hz, 2H).

##STR00761##

(S)-1-(3-(3-(trifluoromethyl)phenoxy)pyrrolidin-1-yl)prop-2-en-1-one

[0374] I-58 is prepared by using the similar procedure as for I-21. Tert-butyl (S)-3-aminopyrrolidine-1-carboxylate was used in the first step. LC/MS (ESI) m/z=2861+H).sup.+.

##STR00762##

(R)-2-chloro-1-(3-(3-(trifluoromethyl)phenoxy)piperidin-1-yl)ethan-1-one

[0375] I-20 is prepared by using the similar procedure as for I-21. 2-chloroacetyl chloride was used in the last step. LC/MS (ESI) m/z=322 (M+H).sup.+. 1H NMR (500 MHz, DMSO-d6) δ 7.53 (t, J=7.5 Hz, 1H), 7.37-7.28 (m, 2H), 7.30-7.24 (m, 1H), 4.74-4.49 (m, 1H), 4.49-4.17 (m, 2H), 3.89-3.72 (m, 1H), 3.67-3.37 (m, 4H), 2.05-1.95 (m, 1H), 1.87-1.64 (m, 1H), 1.66-1.41 (m, 1H).

##STR00763##

##STR00764##

1-(phenylsulfonyl)-3-(3-(trifluoromethyl)phenyl)-1H-indole

[0376] To a solution of 1-iodo-3-(trifluoromethyl)benzene (680 mg, 2.5 mmol) and (1-(phenylsulfonyl)-1H-indol-3-yl)boronic acid (903 mg, 3 mmol) in 10 mL of dioxane/H.sub.2O (v/v=1/1) was added PdCl.sub.2(dppf)Cl.sub.2 (102 mg, 0.125 mmol) and Cs.sub.2CO.sub.3 (1.6 g, 5 mmol) under N.sub.2. The resulted mixture was stirred at 100° C. overnight. After cooling down the mixture was filtered and the filtrate was concentrated in vacuo. The residue was purified by flash chromatography on silica gel (hexane/ethyl acetate=4/1) to provide the product (934 mg, 93%). LC/MS (ESI) m/z=402 (M+H).sup.+.

3-(3-(trifluoromethyl)phenyl)-1H-indole

[0377] To a solution of 1-(phenylsulfonyl)-3-(3-(trifluoromethyl)phenyl)-1H-indole (934 mg, 2.3 mmol) in 10 mL THF/H.sub.2O (v/v=1/1) was added NaOH (552 mg, 13.8 mmol). The resulted mixture was stirred at 75° C. overnight. After cooling down the reaction mixture was extracted with ethyl acetate (100 mL×3). The combined organic layer was washed with brine, and then concentrated in vacuo. The residue was purified with flash chromatography on silica gel (hexane/ethyl acetate=1/1) to provide the product (540 mg, 90%). LC/MS (ESI) m/z=262 (M+H).sup.+.

3-(3-(trifluoromethyl)phenyl)indoline

[0378] To a solution of 3-(3-(trifluoromethyl)phenyl)-1H-indole (261 mg, 1 mmol) in 2 mL of TFA was added Et.sub.3SiH (232 mg, 2 mmol) at 0° C. The reaction mixture was stirred at 50° C. overnight. After cooling down the mixture was concentrated in vacuo and purified with flash chromatography on silica gel (dichloromethane/methanol from 0 to 10%) to provide the product. LC/MS (ESI) m/z=264 (M+H).sup.+.

1-(3-(3-(trifluoromethyl)phenyl)indolin-1-yl)prop-2-en-1-one

[0379] To a solution of 3-(3-(trifluoromethyl)phenyl)indoline (26 mg, 0.1 mmol) and DIEA (33 μL, 0.2 mmol) in 1 mL of acetonitrile was added acryloyl chloride dropwise at 0° C. until the reaction completed. The mixture was diluted with dichloromethane and washed with 1 N NaHCO.sub.3solution and brine. The organic layer was dried over sodium sulfate, concentrated in vacuo. The residue was purified by prep-HPLC to provide the product (6.1 mg, 19%). LC/MS (ESI) m/z=318 (M+H).sup.+. .sup.1H NMR (500 MHz, DMSO-d.sub.6) δ 8.25 (d, J=8.0 Hz, 1H), 7.69-7.65 (m, 2H), 7.60 (t, J=7.9 Hz, 1H), 7.53 (d, J=7.7 Hz, 1H), 7.27 (t, J=7.7 Hz, 1H), 7.05 (t, J=7.5 Hz, 1H), 6.99 (d, J=7.4 Hz, 1H), 6.78 (dd, J=16.7, 10.3 Hz, 1H), 6.33 (dd, J=16.6, 2.2 Hz, 1H), 5.83 (dd, J=10.4, 2.2 Hz, 1H), 4.89 (d, J=8.1 Hz, 1H), 4.70 (t, J=10.3 Hz, 1H), 4.30-4.04 (m, 1H).

##STR00765##

2-chloro-1-(3-(3-(trifluoromethyl)phenyl)indolin-1-yl)ethan-1-one

[0380] I-35 is prepared by using the similar procedure as for I-34. 2-chloroacetyl chloride was used in the last step. LC/MS (ESI) m/z=340 (M+H).sup.+.

##STR00766##

1-(3-(3-Bromophenyl)indolin-1-yl)prop-2-en-1-one

[0381] I-68 is prepared by using the similar procedure as for I-34. 1,3-dibromobenzene was used in the first step. LC/MS (ESI) m/z=328, 330 (M+H).sup.+. 11H NMR (500 MHz, DMSO-d6) δ 8.23 (d, J=8.0 Hz, 1H), 7.52-7.41 (m, 2H), 7.36-7.17 (m, 4H), 7.10-6.95 (m, 2H), 6.76 (dd, J=16.6, 10.4 Hz, 1H), 6.32 (dd, J=16.6, 2.2 Hz, 1H), 5.82 (dd, J=10.3, 2.2 Hz, 1H), 4.70 (dt, J=49.7, 9.7 Hz, 2H), 4.16 (dd, J=10.7, 6.4 Hz, 1H).

##STR00767##

##STR00768##

2-nitro-N-(3-(trifluoromethyl)phenyl)aniline

[0382] To a solution of 3-(trifluoromethyl)aniline (241 mg, 1.5 mmol) and 1-fluoro-2-nitrobenzene (141 mg, 1 mmol) in DMA (3 mL) was added K.sub.2CO.sub.3 (276 mg, 2 mmol). The reaction mixture was stirred at 120° C. overnight. After cooling down the mixture was diluted with water, and then extracted with ethyl acetate (100 mL×3). The combined organic layer was washed with brine, and then concentrated in vacuo. The residue was purified with flash chromatography on silica gel (hexane/ethyl acetate=4/1) to provide the product (200 mg, 71%). LC/MS (ESI) m/z=283 (M+H).sup.+.

N.SUP.1.-(3-(trifluoromethyl)phenyl)benzene-1,2-diamine

[0383] To a solution of 2-nitro-N-(3-(trifluoromethyl)phenyl)aniline (200 mg, 0.71 mmol) in Methanol (5 mL) was added Pd/C (20 mg, 10%). The reaction mixture was stirred at room temperature for 90 min under H.sub.2, and then filtered through Celite. The filtrate was concentrated in vacuo. The residue was put into next step without further purification. LC/MS (ESI) m/z=253 (M+H).sup.+.

N-(2-((3-(trifluoromethyl)phenyl)amino)phenyl)acrylamide

[0384] To a solution of N.sup.1-(3-(trifluoromethyl)phenyl)benzene-1,2-diamine (10 mg, 0.04 mmol) and DIEA (16 mg, 0.12 mmol) in 1 mL of acetonitrile was added acryloyl chloride dropwise at 0° C. until the reaction completed. The mixture was diluted with dichloromethane and washed with 1 N NaHCO.sub.3 solution and brine. The organic layer was dried over sodium sulfate, concentrated in vacuo. The residue was purified by prep-HPLC to provide the product (5.7 mg, 46%). LC/MS (ESI) m/z=306 (M+H).sup.+.

##STR00769##

2-chloro-N-(2-((3-(trifluoromethyl)phenyl)amino)phenyl)acetamide

[0385] I-31 is prepared by using the similar procedure as for I-22. 2-chloroacetyl chloride was used in the last step. LC/MS (ESI) m/z=329 (M+H).sup.+.

##STR00770##

##STR00771##

3-Bromo-1H-pyrrolo[3,2-c]pyridine

[0386] 1H-pyrrolo[3,2-c]pyridine (428 mg, 3.6 mmol) was dissolved in 7 mL of MeCN and CuBr.sub.2 (2.428 g, 10.9 mmol) was added in portions under stirring. The resultant mixture was stirred vigorously at room temperature for 2 h and LC-MS indicated the formation of desired product. 7M NH.sub.3 in MeOH (5 mL) was added to quench the reaction and the mixture was transferred into separating funnel, to which EA and water were added. The organic phase was separated and dried over anhydrous Na.sub.2SO.sub.4 overnight. After Na.sub.2SO.sub.4 was filtrated and the organic phase was concentrated to afford off-white solid (696 mg, 3.5 mmol), which was used directly in the next step. LC/MS (ESI) m/z=197, 199 (M+H).sup.+.

3-(3-(Trifluoromethyl)phenyl)-1H-pyrrolo[3,2-c]pyridine

[0387] 3-Bromo-1H-pyrrolo[3,2-c]pyridine (350 mg, 1.8 mmol), (3-(trifluoromethyl)phenyl)boronic acid (380 mg, 2.0 mmol), Pd(dppf)Cl.sub.2 (132 mg, 0.18 mmol) and Na.sub.2CO.sub.3 (477 mg, 4.5 mmol) were placed in a 15 mL sealed tube and then 1,4-dioxane (4 mL) and water (1 mL) were added. The mixture was stirred and heated in 100° C. oil bath for 12 h. LC-MS indicated the formation of desired product but the bromide was not consumed completely. The mixture was diluted with EA and filtrated through Celite. After concentration, the resultant residue was purified via silica gel flash chromatography (9% MeOH in DCM) to afford desired product as pale brown solid (203 mg, 0.77 mmol). LC/MS (ESI) m/z=263 (M+H).sup.+.

Tert-butyl 3-(3-(trifluoromethyl)phenyl)-1H-pyrrolo[3,2-c]pyridine-1-carboxylate

[0388] 3-(3-(Trifluoromethyl)phenyl)-1H-pyrrolo[3,2-c]pyridine (203 mg, 0.77 mmol) and DMAP (61 mg, 0.5 mmol) were dissolved i.sup.∘ DCM (8 mL) and then Et.sub.3N (0.28 mL, 2.0 mmol) and (Boc).sub.2O (437 mg, 2.0 mmol) were added in sequence. The resultant mixture was stirred at room temperature for 3 h. After concentration the residue was purified via silica gel flash chromatography (48% EA in hexane) to afford desired product as colorless gum (188 mg, 0.52 mmol). LC/MS (ESI) m/z=363 (M+H).sup.+. tert-butyl 3-(3-(trifluoromethyl)phenyl)-2,3-dihydro-1H-pyrrolo[3,2-c]pyridine-1-carboxylate

[0389] To a solution of tert-butyl 3-(3-(trifluoromethyl)phenyl)-1H-pyrrolo[3,2-c]pyridine-1-carboxylate (188 mg, 0.52 mmol) in MeOH was added 10% Pd/C (100 mg) and a balloon of hydrogen was equipped. The suspension was stirred in 60-70° C. oil bath for 3 days. LC-MS indicated the formation of desired product. The mixture was filtrated through Celite and the filtrate was concentrated to afford residue, which was purified via silica gel flash chromatography (35% EA in hexane) to afford desired product as off white solid (29 mg, 0.08 mmol). LC/MS (ESI) m/z=365 (M+H).sup.+.

3-(3-(Trifluoromethyl)phenyl)-2,3-dihydro-1H-pyrrolo[3,2-c]pyridine

[0390] Tert-butyl 3-(3-(trifluoromethyl)phenyl)-2,3-dihydro-1H-pyrrolo[3,2-c]pyridine-1-carboxylate (29 mg, 0.08 mmol) was dissolved in 1M HCl in MeOH (8 mL) and the solution was heated in 60° C. oil bath for 30 min. After concentration the residue was basified by Et.sub.3N and purified via silica gel flash chromatography (15% DCM in MeOH) to afford desired product as light yellow gum (18 mg, 0.068 mmol). LC/MS (ESI) m/z=265 (M+H).sup.+.

1-(3-(3-(Trifluoromethyl)phenyl)-2,3-dihydro-1H-pyrrolo[3,2-c]pyridin-1-yl)prop-2-en-1-one

[0391] To an ice-water bath cooled solution of 3-(3-(trifluoromethyl)phenyl)-2,3-dihydro-1H-pyrrolo[3,2-c]pyridine (18 mg, 0.068 mmol) and Et.sub.3N (20 μL, 0.136 mmol) in DCM was added 0.1 M solution of acryloyl chloride in DCM (0.68 mL, 0.068 mmol). The resultant solution was stirred for 2 h. After concentration the residue was purified via silica gel flash chromatography (80-90% EA in hexane) to afford desired product as light yellow gum (9 mg, 0.028 mmol). .sup.1H NMR (500 MHz, DMSO-d6) δ 8.43 (s, 1H), 8.15 (s, 1H), 8.05 (s, 1H), 7.77-7.54 (m, 5H), 6.77 (dd, J=16.7, 10.3 Hz, 1H), 6.46-6.32 (m, 1H), 5.89 (dd, J=10.2, 2.1 Hz, 1H), 4.99 (dd, J=10.3, 6.7 Hz, 1H), 4.73 (t, J=10.5 Hz, 1H), 4.24 (dd, J=10.7, 6.7 Hz, 1H).

##STR00772##

##STR00773##

Tert-butyl 3-((4-(trifluoromethyl)isoindolin-2-yl)methyl)pyrrolidine-1-carboxylate

[0392] Tert-butyl 3-(bromomethyl)pyrrolidine-1-carboxylate (158 mg, 0.6 mmol) and 4-(trifluoromethyl)isoindoline (112 mg, 0.5 mmol) were dissolved in 2 mL of MeCN and K.sub.2CO.sub.3 (138 mg, 1.00 mmol) were added. The mixture was heated in 80° C. oil bath for 3 h. The mixture was filtered and the filtrate was concentrated. The resultant residue was purified via silica gel flash chromatography (25% EA in hexane) to afford desired product as colorless gum (112 mg, 0.3 mmol). LC/MS (ESI) m/z=371 (M+H).sup.+.

2-(Pyrrolidin-3-ylmethyl)-4-(trifluoromethyl)isoindoline dihydrochloride salt

[0393] Tert-butyl 3-((4-(trifluoromethyl)isoindolin-2-yl)methyl)pyrrolidine-1-carboxylate (112 mg, 0.3 mmol) was dissolved in 1M HCl/MeOH solution (8 mL) and heated in 60° C. oil bath for 30 min. The solution was concentrated to to afford desired product as colorless oil, which was directly used in the next step. LC/MS (ESI) m/z=271 (M+H).sup.+.

1-(3-((4-(Trifluoromethyl)isoindolin-2-yl)methyl)pyrrolidin-1-yl)prop-2-en-1-one

[0394] The 2-(pyrrolidin-3-ylmethyl)-4-(trifluoromethyl)isoindoline dihydrochloride salt obtained in the last step was dissolved in DCM (2 mL) and Et.sub.3N (0.17 mL, 1.2 mmol). Then the solution was cooled in ice-water bath and 0.1 M solution of acryloyl chloride in DCM (3.6 mL, 0.36 mmol) was added. The resultant solution was stirred for 2 h. After concentration the residue was purified via silica gel flash chromatography (100% EA) to afford desired product as colorless oil (72 mg, 0.22 mmol). .sup.1H NMR (500 MHz, DMSO-d6) δ 7.63-7.49 (m, 2H), 7.44 (t, J=7.7 Hz, 1H), 6.58 (ddd, J=16.8, 10.3, 3.8 Hz, 1H), 6.11 (ddd, J=16.8, 7.0, 2.4 Hz, 1H), 5.64 (ddd, J=14.0, 10.3, 2.5 Hz, 1H), 4.12-3.86 (m, 4H), 3.77 (dd, J=10.2, 7.3 Hz, 0.5H), 3.71-3.63 (m, 0.5H), 3.60 (dd, J=12.2, 7.4 Hz, 0.5H), 3.56-3.48 (m, 1H), 3.37-3.24 (m, 1H), 3.10 (dd, J=12.2, 7.3 Hz, 0.5H), 2.78-2.65 (m, 2H), 2.57-2.34 (m, 1H), 2.13-1.94 (m, 1H), 1.78-1.51 (m, 1H).

##STR00774##

##STR00775##

methyl 2-nitro-6-((3-(trifluoromethyl)phenyl)amino)benzoate

[0395] To a solution of methyl 2-bromo-6-nitrobenzoate (420 mg, 1.62 mmol) and 3-(trifluoromethyl)aniline (312 mg, 1.94 mmol) in 5 mL of dioxane was added Pd.sub.2dba.sub.3 (30 mg, 0.016 mmol), XPhos (47 mg, 0.049 mmol) and Cs.sub.2CO.sub.3 (1.06 g, 3.24 mmol) under N.sub.2. The mixture was stirred at 100° C. overnight. The mixture was filtered. The filtrate was concentrated in vacuo, then purified by flash chromatography on silica gel (hexane:ethyl acetate=4:1) to provide the product (222 mg, 40%). LC/MS (ESI) m/z=341 (M+H)+.

2-amino-6-((3-(trifluoromethyl)phenyl)amino)benzoic acid

[0396] To a solution of methyl 2-nitro-6-((3-(trifluoromethyl)phenyl)amino)benzoate (181 mg, 0.53 mmol) in i-PrOH/water (6 mL/2 mL) was added iron powder (300 mg, 5.31 mmol) and NH.sub.4Cl (141 mg, 2.66 mmol). The reaction mixture was stirred at 60° C. for 2 h, and then filtered. The filtrate was concentrated in vacuo. The residue was purified with prep-HPLC to give the product (101 mg, 64%). LC/MS (ESI) m/z=297 (M+H)+.

2-acrylamido-6-((3-(trifluoromethyl)phenyl)amino)benzoic acid

[0397] To a solution of 2-amino-6-((3-(trifluoromethyl)phenyl)amino)benzoic acid (30 mg, 0.1 mmol) and DIEA (40 mg, 0.3 mmol) in 2 mL of acetonitrile was added acryloyl chloride dropwise at 0° C. until the reaction completed. The mixture was purified by prep-HPLC to provide the product (13.1 mg, 37%). LC/MS (ESI) m/z=351 (M+H).sup.+.

##STR00776##

2-(2-chloroacetamido)-6-((3-(trifluoromethyl)phenyl)amino)benzoic acid

[0398] I-3 is prepared by using the similar procedure as for I-4. 2-chloroacetyl chloride was used in the last step. LC/MS (ESI) m/z=373 (M+H).sup.+.

##STR00777##

##STR00778##

tert-butyl (S)-3-((3-bromo-5-(trifluoromethyl)phenyl)amino)pyrrolidine-1-carboxylate

[0399] To a solution of 1-bromo-3-iodo-5-(trifluoromethyl)benzene (351 mg, 1 mmol) and tert-butyl (S)-3-aminopyrrolidine-1-carboxylate (186 mg, 1 mmol) in 5 mL of dioxane was added Pd.sub.2dba.sub.3 (10 mg, 0.01 mmol), XPhos (15 mg, 0.03 mmol) and Cs.sub.2CO.sub.3 (652 mg, 2 mmol) under N.sub.2. The mixture was stirred at 100° C. overnight. The mixture was filtered. The filtrate was concentrated in vacuo, then purified by flash chromatography on silica gel (hexane:ethyl acetate=4:1) to provide the product (300 mg, 73%). LC/MS (ESI) m/z=409 (M+H)+.

tert-butyl (S)-3-((3-(4-methylpiperazin-1-yl)-5-(trifluoromethyl)phenyl)amino)pyrrolidine-1-carboxylate

[0400] To a solution of tert-butyl (S)-3-((3-bromo-5-(trifluoromethyl)phenyl)amino)pyrrolidine-1-carboxylate (67 mg, 0.16 mmol) and 1-methylpiperazine (20 mg, 0.2 mmol) in 2 mL of dioxane was added Pd.sub.2dba.sub.3 (2 mg, 0.002 mmol), XPhos (3 mg, 0.005 mmol) and Cs.sub.2CO.sub.3 (107 mg, 0.32 mmol) under N.sub.2. The mixture was stirred at 100° C. overnight. The mixture was filtered. The filtrate was concentrated in vacuo, then purified by flash chromatography on silica gel (dichloromethane:methanol=0˜10%) to provide the product (56 mg, 82%). LC/MS (ESI) m/z=429 (M+H)+.

(S)-N-(3-(4-methylpiperazin-1-yl)-5-(trifluoromethyl)phenyl)pyrrolidin-3-amine

[0401] To a solution of tert-butyl (S)-3-((3-(4-methylpiperazin-1-yl)-5-(trifluoromethyl)phenyl)amino)pyrrolidine-1-carboxylate (56 mg, 0.13 mmol) in 3 mL of dichloromethane was added TFA (1 mL). The result solution was stirred at room temperature for 1 h, and then concentrated in vacuo to obtain the product as TFA salt, which was used into next step without any purification. LC/MS (ESI) m/z=329 (M+H).sup.+.

(S)-1-(3-((3-(4-methylpiperazin-1-yl)-5-(trifluoromethyl)phenyl)amino)pyrrolidin-1-yl)prop-2-en-1-one

[0402] To a solution of (S)-N-(3-(4-methylpiperazin-1-yl)-5-(trifluoromethyl)phenyl)pyrrolidin-3-amine (crude from last step) and DIEA (82 mg, 0.65 mmol) in 2 mL of acetonitrile was added acryloyl chloride dropwise at 0° C. until the reaction completed. Then the mixture was diluted with dichloromethane, washed with 1 N NaHCO.sub.3 solution and brine. The organic layer was dried over sodium sulfate, concentrated in vacuo and then purified by prep-HPLC (MeOH/H.sub.2O, 0-100%) to provide I-59 (20 mg, 31% for two steps) as TFA salt. LC/MS (ESI) m/z=383 (M+H).sup.+.

##STR00779##

(S)-1-(3-((3-((2-(dimethylamino)ethyl)(methyl)amino)-5-(trifluoromethyl)phenyl)amino)pyrrolidin-1-yl)prop-2-en-1-one

[0403] I-60 is prepared by using the similar procedure as for I-59. N.sup.1,N.sup.1,N.sup.2-trimethylethane-1,2-diamine was used in the second step. LC/MS (ESI) m/z=385 (M+H).sup.+.

##STR00780##

##STR00781##

tert-butyl (R)-3-((3-bromo-5-(trifluoromethyl)phenyl)amino)piperidine-1-carboxylate

[0404] To a solution of 1-bromo-3-iodo-5-Iifluoromethyl)benzene (351 mg, 1 mmol) and tert-butyl (R)-3-aminopiperidine-1-carboxylate (200 mg, 1 mmol) in 5 mL of dioxane was added Pd.sub.2dba.sub.3 (10 mg, 0.01 mmol), XPhos (15 mg, 0.03 mmol) and Cs.sub.2CO.sub.3 (652 mg, 2 mmol) under N.sub.2. The mixture was stirred at 100° C. overnight. The mixture was filtered. The filtrate was concentrated in vacuo, then purified by flash chromatography on silica gel (hexane:ethyl acetate=4:1) to provide the product (300 mg, 71%). LC/MS (ESI) m/z=423 (M+H)+.

tert-butyl (R)-3-((3-(trifluoromethyl)-5-((trimethylsilyl)ethynyl)phenylIino)piperidine-1-carboxylate

[0405] To a solution of tert-butyl (R)-3-((3-bromo-5-(trifluoromethyl)phenyl)amino)piperidine-1-carboxylate (260 mg, 0.63 mmol) and ethynyltrimethylsilane (245 mg, 2.5 mmol) in 5 mL of DMF was added Pd(PPh.sub.3)Cl.sub.2 (22 mg, 0.032 mmol), CuI (12 mg, 0.064 mmol) and triethylamine (250 mg, 2.5 mmol) under N.sub.2. The mixture was stirred at 60° C. overnight. The mixture was filtered. The filtrate was concentrated in vacuo, then purified by flash chromatography on silica gel (hexane:ethyl acetate=4:1) to provide the product (260 mg, 93%). LC/MS (ESI) m/z=441 (M+H)+.

(R)-N-(3-(trifluoromethyl)-5-((trimetIsilyl)ethynyl)phenyl)piperidin-3-amine

[0406] A mixture of tert-butyl (R)-3-((3-(trifluoromethyl)-5-((trimethylsilyl)ethynyl)phenyl)amino)piperidine-1-carboxylate (44 mg, 0.1 mmol) in 3 mL of 4N HCl/dioxane solution was stirred at room temperature for 1 h, and then concentrated in vacuo to obtain the product as HCl salt, which was used into It step without any purification. LC/MS (ESI) m/z=341 (M+H).sup.+.

(R)-N-(3-ethynyl-5-(trifluoromethyl)phenyl)piperidin-3-amine

[0407] To a solution of (R)-N-(3-(trifluoromethyl)-5-((trimethylsilyl)ethynyl)phenyl)piperidin-3-amine (crude from last step) in 3 mL of MeOH was added K.sub.2CO.sub.3 (138 mg, 1 mmol). The reaction mixture was stirred at room temperature for 1 h, and then concentrated in vacuo. The residue was re-dissolved in DMSO and filtered. The filtrate was purified by prep-HPLC (MeOH/H.sub.2O, 0-100%) to provide the product (3 Ig, 91% for two steps) as TFA salt. LC/MS (ESI) m/z=269 (M+H).sup.+.

(R)-2-chloro-1-(3-((3-ethynyl-5Irifluoromethyl)phenyl)amino)piperidin-1-yl)ethan-1-one

[0408] To a solution of (R)-N-(3-ethynyl-5-(trifluoromethyl)phenyl)piperidin-3-amine (35 mg, 0.09 mmol) and DIEA (60 mg, 0.46 mmol) in 2 mL of acetonitrile was added 2-chloroacetyl chloride dropwise at 0° C. until the reaction completed. Then the mixture was diluted with dichloromethane, washed with 1 N NaHCO.sub.3 solution and brine. The organic layer was then dried over sodium sulfate, concentrated in vacuo and then purified by prep-HPLC (MeOH/H.sub.2O, 0-100%) to provide I-18 (23 mg, 56%) as TFA salt. LC/MS (ESI) m/z=345 (M+H).sup.+.

##STR00782##

Int-1

[0409] Aryl aldehyde (20 mmol, 1.0 eq) and nitromethane (32 mmol, 1.6 eq) were dissolved in tBuOH/THF (15 mL/15 mL) at rt. Then tBuOK (2 mmol, 0.1 eq) was added and the resulting mixture was stirred for 2 h. Next, it was poured into water and extracted 3× with ethyl acetate. The combined organic phase was then dried over anhydrous Na.sub.2SO.sub.4 and concentrated to afford crude b-hydroxyl nitroalkane, which was directly dissolved in DCM. DMAP (1 mmol, 0.05 eq) was then added, and the mixture was stirred and cooled in ice-water bath. Ac.sub.2O (22 mmol, 1.1 eq) was added dropwise before ice-water bath was removed. The mixture was stirred for additional 2 h and LC-MS indicated formation of desired nitroalkene. The mixture was poured into saturated NaHCO.sub.3 and extracted 3× with DCM. The combined organic phase was dried over anhydrous Na.sub.2SO.sub.4 and concentrated to afford crude product and purified via silica gel flash chromatography.

Int-2

[0410] The nitroalkene (2 mmol, 1.0 eq) and N-(Methoxymethyl)-N-(trimethylsilylmethyl)benzylamine (2.4 mmol, 1.2 eq) were dissolved in DCM and cooled in ice-water bath, and TFA (0.24 mmol, 0.12 eq) was added dropwise. The mixture was then stirred overnight. After this time, LC-MS indicated nitroalkene was consumed completely, and the mixture was purified via silica gel flash chromatography to afford desired product.

Int-3

[0411] The Int-2 (1 mmol, 1.0 eq) was dissolved in MeOH (3 mL) and saturated NH.sub.4Cl (0.5 mL) was added. Then Zn dust (10 mmol, 10 eq) was added and the mixture was stirred at rt for 2 h. After this time, LC-MS indicated formation of amine and Int-2 was completely consumed. Then the mixture was filtered and concentrated to afford crude product, which was purified via preparative HPLC.

Int-4

[0412] The amine Int-3 (0.4 mmol, 1.0 eq), 3-bromotrifluoridebenzene (0.4 mmol, 1.0 eq) and Pd.sub.2dba.sub.3 (0.02 mmol, 0.05 eq), XPhos (0.04 mmol, 0.1 eq), Cs.sub.2CO.sub.3 (1.2 mmol, 3.0 eq) were placed in 10 mL vial and dioxane (3 mL) was added. The mixture was then stirred under nitrogen in 90° C. oil bath for 5 h. LC-MS indicated formation of desired product Int-4. The mixture was cooled to rt and purified via silica gel flash chromatography.

Final Product (I-109, I-110, I-74)

[0413] The Int-4 was hydrogenated in EtOH under catalysis of Pd(OH).sub.2/C overnight. The amine product was acylated by acryl chloride in DCM with TEA. The final product was purified via preparative HPLC.

##STR00783##

Int-6

[0414] The nucleophile was deprotonated with NaH in THF under ice-water bath and then epoxide SM was added. The reaction was warmed to 60° C. and then trifluorobenzyl bromide was added. The mixture was stirred at 60° C. until Int-5 was completely consumed. The reaction was purified via silica gel flash chromatography to afford Int-6.

Final Product (I-123, I-124, I-125, I-126)

[0415] The Boc group of Int-6 was removed by stirring the compound with TFA in DCM at rt and then acylated with acryl chloride with TEA in DCM to give the final product, which was purified via preparative HPLC.

Int-7

[0416] Secondary amine and SM were mixed in MeCN and LiClO4 was added. The reaction was heated until Int-7 formed and SM was completely consumed. Then Int-7 was purified via silica gel flash chromatography.

Final Product (I-127, I-128)

[0417] The Int-7 was alkylated with benzyl bromide and deBoc and then acylated to afford final product, which was purified via preparative HPLC.

Int-8

[0418] Sodium azide and SM were mixed in MeCN and heated to 60° C. overnight to afford Int-8, which was purified via silica gel flash chromatography.

Int-9

[0419] The Int-8 was reduced by PPh3 in THF/water at 60° C. to afford amine Int-9, which was purified via preparative HPLC.

Final Product (I-129, I-130)

[0420] The Int-9 was acylated with sulfonyl chloride to afford sulfonamide. Then it was deBoc and acylated with acryl chloride in DCM to afford final product.

Final Product (I-139, I-142)

[0421] The Int-8 and alkynyl were mixed in THF/tBuOH/H.sub.2O and CuSO.sub.4 and L-ascorbate were added. The cycloaddition reaction proceeded well and 1,2,3-triazole product was isolated via silica gel flash chromatography. Then 1,2,3-triazole was deBoc and acylated with acryl chloride in DCM to afford final product.

[0422] I-173, I-174, I-175, I-177 were made also follow the similar route as above.

##STR00784##

[0423] SM-1 was coupled with 3-(trifluoromethyl)aniline with HATU to provide int-1 which was deprotected with HCl. The Int-2 was converted to final product I-80 through a reaction with Acryloyl chloride.

[0424] Other analogs such as I-93, I-94 and I-95, I-131 and I-132 were made with a similar synthesis route.

[0425] Mass spectrometry data for selected compounds can be found in Table 3.

TABLE-US-00003 TABLE 3 Mass Spectrometry Data for Selected Compounds of the Disclosure LCMS LCMS LCMS Compound [M + 1] Compound [M + 1] Compound [M + 1] I-139 407 I-128 426 I-83 405 I-141 329 I-129 393 I-84 405 I-120 358 I-130 455 I-85 391 I-121 344 I-131 375 I-86 375 I-122 358 I-132 405 I-87 375 I-123 383 I-114 314 I-88 429 I-124 391 I-115 314 I-89 331 I-125 393 I-116 358 I-90 367 I-126 366 I-117 344 I-91 311 I-108 528 I-188 344 I-92 325 I-110 439 I-119 344 I-80 361 I-98 300 I-142 397 I-81 405 I-99 338 I-93 377 I-142 397 I-100 300 I-94 393 I-173 439 I-101 329 I-104 329 I-174 439 I-102 315 I-95 375 I-175 444 I-103 285 I-97 356 I-177 444 I-127 385 I-82 315

EQUIVALENTS AND SCOPE

[0426] In the claims articles such as “a,” “an,” and “the” may mean one or more than one unless indicated to the contrary or otherwise evident from the context. Claims or descriptions that include “or” between one or more members of a group are considered satisfied if one, more than one, or all of the group members are present in, employed in, or otherwise relevant to a given product or process unless indicated to the contrary or otherwise evident from the context. The disclosure includes embodiments in which exactly one member of the group is present in, employed in, or otherwise relevant to a given product or process. The disclosure includes embodiments in which more than one, or all of the group members are present in, employed in, or otherwise relevant to a given product or process.

[0427] Furthermore, the disclosure encompasses all variations, combinations, and permutations in which one or more limitations, elements, clauses, and descriptive terms from one or more of the listed claims is introduced into another claim. For example, any claim that is dependent on another claim can be modified to include one or more limitations found in any other claim that is dependent on the same base claim. Where elements are presented as lists, e.g., in Markush group format, each subgroup of the elements is also disclosed, and any element(s) can be removed from the group. It should it be understood that, in general, where the disclosure, or aspects described herein, is/are referred to as comprising particular elements and/or features, certain embodiments described herein or aspects described herein consist, or consist essentially of, such elements and/or features. For purposes of simplicity, those embodiments have not been specifically set forth in haec verba herein. It is also noted that the terms “comprising” and “containing” are intended to be open and permits the inclusion of additional elements or steps. Where ranges are given, endpoints are included. Furthermore, unless otherwise indicated or otherwise evident from the context and understanding of one of ordinary skill in the art, values that are expressed as ranges can assume any specific value or sub-range within the stated ranges in different embodiments described herein, to the tenth of the unit of the lower limit of the range, unless the context clearly dictates otherwise.

[0428] This application refers to various issued patents, published patent applications, journal articles, and other publications, all of which are incorporated herein by reference. If there is a conflict between any of the incorporated references and the instant specification, the specification shall control. In addition, any particular embodiment of the present disclosure that falls within the prior art may be explicitly excluded from any one or more of the claims. Because such embodiments are deemed to be known to one of ordinary skill in the art, they may be excluded even if the exclusion is not set forth explicitly herein. Any particular embodiment described herein can be excluded from any claim, for any reason, whether or not related to the existence of prior art.

[0429] Those skilled in the art will recognize or be able to ascertain using no more than routine experimentation many equivalents to the specific embodiments described herein. The scope of the present embodiments described herein is not intended to be limited to the above Description, but rather is as set forth in the appended claims. Those of ordinary skill in the art will appreciate that various changes and modifications to this description may be made without departing from the spirit or scope of the present disclosure, as defined in the following claims.