CYCLIN INHIBITORS

1 . A compound of Formula (I)

wherein

R 3 is

(a) C 1-6 alkyl, C 2-6 alkenyl, C 2-6 alkynyl, or C 1-6 haloalkyl, each substituted with 0 to 5 R 3a ,

(b) C 3-12 cycloalkyl substituted with 0 to 5 R 3b , or

(c) heterocycloalkyl having 3 to 12 ring members and 1 to 4 heteroatoms, each independently N, O, or S, wherein the heterocycloalkyl is substituted with 0 to 5 R 3c ;

(g) heteroaryl having 5 to 6 ring members and 1 to 3 heteroatoms, each independently N, O, or S, wherein the heteroaryl is substituted with 0, 1, 2, 3, 4, or 5 R 3g ;

each R 3a is —OH, C 1-6 alkoxy, C 1-6 haloalkoxy, or —O—C(O)C 1-6 alkyl;

each R 3b is independently C 1-6 alkyl, C 2-6 alkenyl, C 2-6 alkynyl, —OH, C 1-6 alkoxy, halo, C 1-6 haloalkyl, C 1-6 haloalkoxy, or cyano;

each R 3c is independently C 1-6 alkyl, halo, C 1-6 haloalkyl, cyano, C 3-6 cycloalkyl, or oxo;

each R 3g is independently C 1-6 alkyl, halo, C 1-6 haloalkyl, or C 3-6 cycloalkyl;

R 4a is H or C 1-6 alkyl;

R 4b and R 4c are each independently H, C 1-6 alkyl, C 1-6 haloalkyl, C 3-6 cycloalkyl, —C 1-6 alkyl-C 3-6 cycloalkyl, heterocycloalkyl, —C 1-6 alkyl-heterocycloalkyl, phenyl, —C 1-6 alkyl-phenyl, heteroaryl, or —C 1-6 alkyl-heteroaryl, wherein each heterocycloalkyl has 3 to 6 ring members and 1 to 3 heteroatoms, each independently N, O, or S, and each heteroaryl has 5 to 6 ring members and 1 to 3 heteroatoms, each independently N, O, or S;

alternatively, R 4c and R 4a together with the carbon and nitrogen to which each is attached combine to form a heterocycloalkyl having 3 to 6 ring members and 1 to 3 heteroatoms, each independently N, O, or S, wherein the heterocycloalkyl is substituted with 0 to 4 R 4a1 ;

each R 4a1 is independently C 1-6 alkyl, —OH, C 1-6 alkyl-OH, C 1-6 alkoxy, or halo;

R 5a is H or C 1-6 alkyl;

R 5b and R 5c are each independently H, C 1-6 alkyl, —C 1-6 alkyl-OH, C 2-6 alkoxyalkyl, C 1-6 haloalkyl, —C 1-6 alkyl-C(O)NR 5b1 R 5b2 , —C 1-6 alkyl-C(O)OR 5b1 , C 3-6 cycloalkyl, C 1-6 alkyl-C 3-6 cycloalkyl, heterocycloalkyl, —C 1-6 alkyl-heterocycloalkyl, phenyl, —C 1-6 alkyl-phenyl, heteroaryl, or

—C 1-6 alkyl-heteroaryl, wherein each heterocycloalkyl has 3 to 6 ring members and 1 to 3 heteroatoms, each independently N, O, or S, and each heteroaryl has 5 to 6 ring members and 1 to 3 heteroatoms, each independently N, O, or S, and wherein each cycloalkyl, heterocycloalkyl, phenyl, and heteroaryl is substituted with 0 to 3 R 5b5 ;

each R 5b1 and R 5b2 are independently H, C 1-4 alkyl, or C 1-4 haloalkyl;

alternatively, R 5b1 and R 5b2 together with the nitrogen to which each is attached combine to form a heterocycloalkyl having 3 to 6 ring members and 0 to 1 additional heteroatoms, wherein the heterocycloalkyl is substituted with 0 to 2 R 5b3 ;

each R 5b3 and R 5b5 is independently C 1-6 alkyl, halo, C 1-6 haloalkyl, or cyano;

X 6 is C 6-7 alkylene or C 6-7 alkenylene;

R 6a is H, C 1-6 alkyl, C 1-6 deuteroalkyl, C 2-6 alkoxyalkyl, C 3-6 cycloalkyl, —C 1-6 alkyl-C 3-6 cycloalkyl, heterocycloalkyl, —C 1-6 alkyl-heterocycloalkyl, phenyl, —C 1-6 alkyl-phenyl, heteroaryl, or —C 1-6 alkyl-heteroaryl, wherein the heterocycloalkyl has 3 to 6 ring members and 1 to 3 heteroatoms, each independently N, O, or S, and the heteroaryl has 5 to 6 ring members and 1 to 3 heteroatoms, each independently N, O, or S;

R 6b and R 6d are each independently H or C 1-6 alkyl;

R 7a is H or C 1-6 alkyl;

R 7b and R 7c are each independently H, C 1-6 alkyl, C 2-6 alkenyl, C 1-6 haloalkyl, C 1-6 alkyl-OH, C 3-6 cycloalkyl, or —C 1-6 alkyl-C 3-6 cycloalkyl;

R 8a is H, C 1-6 alkyl, C 2-6 alkoxyalkyl, C 3-6 cycloalkyl or —C 1-6 alkyl-C 3-6 cycloalkyl;

R 8b , R 8d , and R 8e are each independently H or C 1-6 alkyl;

ring B is C 6-12 aryl or heteroaryl having 5 to 12 ring members and 1 to 6 heteroatoms, each independently N, O or S;

the subscript m8 is an integer from 0 to 5;

each R 8f is independently C 1-6 alkyl, C 2-6 alkenyl, C 2-6 alkynyl, C 1-6 alkoxy, C 1-6 deuteroalkoxy, halo, C 1-6 haloalkyl, cyano, —X 8f -cyano, C 3-12 cycloalkyl, —X 8f —C 3-6 cycloalkyl, —CH═CR 8f1 R 8f2 , heterocycloalkyl,

—X 8f -heterocycloalkyl, C 6-12 aryl, —X 8f —C 6-12 aryl, heteroaryl, or

—X 8f -heteroaryl, wherein each heterocycloalkyl has 3 to 12 ring members and 1 to 4 heteroatoms, each independently N, O, or S, and each heteroaryl has 5 to 10 ring members and 1 to 4 heteroatoms, each independently N, O, or S, wherein each alkynyl, cycloalkyl, heterocycloalkyl, aryl, and heteroaryl is substituted with 0 to 3 R 8f3 ;

alternatively, two R 8f groups on adjacent ring vertices combine to form a C 3-6 cycloalkyl or a heterocycloalkyl having 3 to 6 ring members and 1 to 3 heteroatoms, each independently N, O or S, wherein the cycloalkyl or heterocycloalkyl is substituted with 0 to 3 R 8f3 ;

each X 8f is independently C 1-6 alkylene, C 2-6 alkenylene, —O—C 1-6 alkylene, C(O), O, or S;

each R 8f1 and R 8f2 are combined with the carbon to which they are attached to form a heterocycloalkyl having 3 to 10 ring members and 1 to 3 heteroatoms, each independently N, O or S, wherein the heterocycloalkyl is substituted with 0 to 3 R 8f3 ;

each R 8f3 is independently C 1-6 alkyl, —Y 8 —C 1-6 alkyl, C 1-6 deuteroalkyl, —Y 8 —C 1-6 deuteroalkyl, —OH, —C 1-6 alkyl-OH, —Y 8 —C 1-6 alkyl-OH, —C 1-6 alkyl-Y 8 —C 1-6 alkyl, —(C 1-2 alkyl-O) 1-4 —C 1-2 alkyl, C 1-6 alkoxy, halo, C 1-6 haloalkyl, —Y 8 —C 1-6 haloalkyl, cyano, —C 1-6 alkyl-cyano, —C 1-6 alkyl-NR 8g R 8h , oxo, C 3-6 cycloalkyl, —X 8f3 —C 3-6 cycloalkyl, heterocycloalkyl, —X 8f3 -heterocycloalkyl, phenyl, —X 8f3 -phenyl, heteroaryl, or —X 8f3 -heteroaryl, wherein each heterocycloalkyl has 3 to 12 members and 1 to 4 heteroatoms, each independently N, O, S, or S(O) 2 , and each heteroaryl has 5 to 10 ring members and 1 to 4 heteroatoms, each independently N, O, or S, and wherein each heterocycloalkyl and heteroaryl are substituted with 0 to 2 C 1-4 alkyl or halo;

each X 8f3 is independently C 1-6 alkylene, O, C(O), or S(O) 2 ;

each Y 8 is independently C(O), C(O)O, N(R 8f4 )C(O), O, S, or S(O) 2 ;

each R 8g and R 8h is independently H, C 1-6 alkyl, or C 1-6 haloalkyl;

alternatively, two R 8f3 groups on the same or adjacent ring vertices combine to form a C 3-6 cycloalkyl or a heterocycloalkyl having 3 to 6 ring members and 1 to 3 heteroatoms, each independently N, O or S, wherein nitrogen atom ring members in the heterocycloalkyl are substituted with 0 to 1 C 1-4 alkyl; and

each R 8f4 is independently H or C 1-6 alkyl;

or a pharmaceutically acceptable salt thereof.

2 .- 3 . (canceled)

4 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, wherein R 3 is (a) C 1-6 alkyl, C 2-6 alkenyl, C 2-6 alkynyl, or C 1-6 haloalkyl substituted with 0 to 5 R 3a .

5 .- 6 . (canceled)

7 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, wherein R 3 is (b) C 3-7 cycloalkyl substituted with 0 to 3 R 3b .

8 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, wherein R 3 is (b) C 3-4 cycloalkyl substituted with 0 to 2 R 3b .

9 . The compound of claim 7 , or the pharmaceutically acceptable salt thereof, wherein each R 3b is halo or C 1-4 haloalkyl.

10 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, wherein R 3 is (c) heterocycloalkyl having 3 to 6 ring members and 1 to 3 heteroatoms, each independently N, O, or S, wherein the heterocycloalkyl is substituted with 0 to 5 R 3c .

11 . The compound of claim 10 , or the pharmaceutically acceptable salt thereof, wherein each R 3c is halo or C 1-4 haloalkyl.

12 . (canceled)

13 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, wherein R 3 is

14 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, wherein

R 4a , R 4b , and R 4c are each independently H or C 1-6 alkyl;

alternatively, R 4c and R 4a together with the carbon and nitrogen to which each is attached combine to form a heterocycloalkyl having 4 to 6 ring members and 1 to 3 heteroatoms, each independently N, O, or S, wherein the heterocycloalkyl is substituted with 0 to 2 R 4a1 ; and

each R 4a1 is independently halo.

15 . (canceled)

16 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, wherein

R 4b is H or C 1-6 alkyl; and

R 4c and R 4a together with the carbon and nitrogen to which each is attached combine to form a heterocycloalkyl having 4 to 6 ring members, wherein the heterocycloalkyl is substituted with 0 to 3 R 4a1 .

17 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, wherein

R 4a and R 4b are each H; and

R 4c is ethyl;

alternatively, R 4c and R 4a together with the carbon and nitrogen to which each is attached combine to form a pyrrolidinyl, substituted with 0 to 2 fluoro.

18 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, wherein

R 5a is H or C 1-6 alkyl;

R 5b and R 5c are each independently H, C 1-6 alkyl, —C 1-6 alkyl-OH, C 2-6 alkoxyalkyl, C 1-6 haloalkyl, C 3-6 cycloalkyl, or C 1-4 alkyl-C 3-6 cycloalkyl, wherein each cycloalkyl is substituted with 0 to 3 R 5b5 ; and

each R 5b5 is independently C 1-4 alkyl, halo, or C 1-4 haloalkyl.

19 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, wherein

R 5a is H or C 1-6 alkyl;

R 5b is H; and

R 5c is C 3-6 cycloalkyl or C 1-4 alkyl-C 3-6 cycloalkyl.

20 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, wherein

R 5a and R 5b are each H; and

R 5c is H, methyl, ethyl,

21 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, wherein X 6 is C 6-7 alkylene.

22 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, wherein X 6 is C 6-7 alkenylene.

23 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, wherein X 6 is

wherein the wavy bond attached to the double bond indicates E, Z, or a mixture of both isomers.

24 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, wherein X 6 is

wherein the wavy bond attached to the double bond indicates E, Z, or a mixture of both isomers.

25 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, wherein X 6 is

26 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, wherein

R 6a is H, C 1-4 alkyl, or —C 1-4 alkyl-C 3-6 cycloalkyl; and

R 6b and R 6d are each independently H or C 1-6 alkyl.

27 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, wherein

R 6a is H, methyl, ethyl, or

R 6b is H; and

R 6d is H, methyl, or ethyl.

28 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, wherein

R 7a and R 7b are each independently H or C 1-6 alkyl; and

R 7c is C 1-6 alkyl, C 2-6 alkenyl, C 1-6 haloalkyl, C 1-6 alkyl-OH, or

—C 1-6 alkyl-C 3-6 cycloalkyl.

29 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, wherein

R 7a and R 7b are each H; and

R 7c is C 1-6 alkyl.

30 . (canceled)

31 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, wherein

R 7a and R 7b are each H; and

R 7c is isobutyl.

32 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, wherein

R 8a , R 8b , R 8d , and R 8e are each independently H or C 1-6 alkyl.

33 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, wherein

R 8a is H or methyl; and

R 8b , R 8d and R 8e are each H.

34 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, wherein ring B is phenyl.

35 . (canceled)

36 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, wherein ring B is a heteroaryl having 5 to 6 ring members and 1 to 3 heteroatoms, wherein each heteroatom is N.

37 . (canceled)

38 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, wherein ring B is pyrid-3-yl.

39 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, wherein the subscript m8 is 1, 2, or 3.

40 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, wherein at least one R 8f is halo.

41 . (canceled)

42 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, wherein

each R 8f is independently halo, C 3-6 cycloalkyl, —X 8f —C 3-6 cycloalkyl, —CH═CR 8f1 R 8f2 , heterocycloalkyl, —X 8f -heterocycloalkyl, phenyl, —X 8f -phenyl, heteroaryl, or —X 8f -heteroaryl, wherein each heterocycloalkyl has 3 to 10 ring members and 1 to 3 heteroatoms, each independently N, O, or S, and each heteroaryl has 5 to 10 ring members and 1 to 3 heteroatoms, each independently N, O, or S, wherein each cycloalkyl, heterocycloalkyl, phenyl, and heteroaryl is substituted with 0 to 3 R 8f3 ;

each X 8f is independently C 1-6 alkylene, C 2-6 alkenylene, O, or S; and

each R 8f1 and R 8f2 are combined with the carbon to which they are attached to form a heterocycloalkyl having 3 to 10 ring members and 1 to 3 heteroatoms, each independently N, O or S, wherein the heterocycloalkyl is substituted with 0 to 3 R 8f3 .

43 . The compound of claim 42 , or the pharmaceutically acceptable salt thereof, wherein each X 8f is.

44 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, wherein

each R 8f is independently halo, C 3-6 cycloalkyl, —CH═CR 8f1 R 8f2 , heterocycloalkyl, phenyl, or heteroaryl, wherein each heterocycloalkyl has 3 to 10 ring members and 1 to 3 heteroatoms, each independently N, O, or S, and each heteroaryl has 5 to 10 ring members and 1 to 3 heteroatoms, each independently N, O, or S, wherein each cycloalkyl, heterocycloalkyl, phenyl, and heteroaryl is substituted with 0 to 3 R 8f3 ;

each R 8f1 and R 8f2 are combined with the carbon to which they are attached to form a heterocycloalkyl having 3 to 10 ring members and 1 to 3 heteroatoms, each independently N, O or S, wherein the heterocycloalkyl is substituted with 0 to 3 R 8f3 .

45 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, wherein

each R 8f is independently C 1-4 alkyl, C 2-4 alkenyl, C 1-4 alkoxy, C 1-4 deuteroalkoxy, halo, C 1-4 haloalkyl, cyano, or —C 1-2 alkyl-cyano.

46 . (canceled)

47 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, wherein

each R 8f is independently halo, C 3-6 cycloalkyl, —O—C 3-6 cycloalkyl, heteroaryl, or —O-heteroaryl, wherein each heteroaryl has 5 to 6 ring members and 1 to 3 heteroatoms, each independently N, O, or S, wherein each cycloalkyl, and heteroaryl is substituted with 0 to 3 R 8f3 .

48 . (canceled)

49 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, wherein

each R 8f3 is independently C 1-6 alkyl, —Y 8 —C 1-6 alkyl, C 1-6 deuteroalky,

—Y 8 —C 1-6 deuteroalkyl, —OH, —C 1-6 alkyl-OH, —Y 8 —C 1-6 alkyl-OH,

—C 1-6 alkyl-Y 8 —C 1-6 alkyl, halo, C 1-6 haloalkyl, —Y 8 —C 1-6 haloalkyl, or oxo;

each Y 8 is independently C(O), C(O)O, N(R 8f4 )C(O), O, S, or S(O) 2 ; and

each R 8f4 is independently H or C 1-6 alkyl.

50 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, wherein each R 8f3 is independently C 1-6 alkyl, C 1-6 deuteroalky,

—OH, —C 1-6 alkyl-OH, halo, C 1-6 haloalkyl, or oxo.

51 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, wherein

each R 8f3 is independently C 1-6 alkyl or —Y 8 —C 1-6 alkyl.

52 . (canceled)

53 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, wherein

each R 8f3 is independently C 3-6 cycloalkyl, —X 8f3 —C 3-6 cycloalkyl, heterocycloalkyl, or —X 8f3 -heterocycloalkyl, wherein each heterocycloalkyl has 3 to 6 members and 1 to 2 heteroatoms, each independently N, O, S, or S(O) 2 ; and

each X 8f3 is independently C 1-6 alkylene, C(O), or S(O) 2 .

54 .- 57 . (canceled)

58 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, wherein

m8 is 1, 2, or 3; and

each R 8f is independently methyl, isopropyl, isobutyl, methoxy, ethoxy, fluoro, chloro, cyano,

alternatively, ring B and three R 8f groups form the moiety

wherein the wavy line identifies attachment to the remainder of the molecule.

59 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, wherein

R 3 is

R 4a and R 4b are each H;

R 4c is ethyl;

alternatively, R 4c and R 4a together with the carbon and nitrogen to which each is attached combine to form a pyrrolidinyl, substituted with 0 to 2 fluoro;

R 5a and R 5b are each H;

R 5c is H, methyl, ethyl,

X 6 is

R 6a is H, methyl, ethyl,

R 6b is H;

R 6d is H, methyl, or ethyl;

R 7a and R 7b are each H;

R 7c is isobutyl,

R 8a is H or methyl;

R 8b , R 8d and R 8e are each H;

ring B is phenyl, naphthyl, biphenyl, thiophenyl, pyridyl, benzofuranyl, indolyl, indazolyl, or quinolinyl;

m8 is 1, 2, or 3; and

each R 8f is independently methyl, isopropyl, isobutyl, methoxy, ethoxy, fluoro, chloro, cyano,

alternatively, ring B and three R 8f groups form the moiety

wherein the wavy line identifies attachment to the remainder of the molecule.

60 . (canceled)

61 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, having Formula (Ic):

62 . (canceled)

63 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, having the structure of any one of Examples 1-426.

64 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, having the structure

65 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, having the structure

66 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, having the structure

67 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, having the structure

68 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, having the structure

69 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, having the structure

70 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, having the structure

71 . The compound of claim 1 , or the pharmaceutically acceptable salt thereof, having the structure

72 . A pharmaceutical composition comprising a compound of claim 1 and a pharmaceutically acceptable excipient.

73 . A method of treating a cancer mediated at least in part by cyclin A comprising administering a therapeutically effective amount of a compound of claim 1 , thereby treating the disorder or condition.

74 .- 75 . (canceled)