Pyrrolo-pyridine kinase modulators

1. A compound having formula IV:

wherein

L 1 and L 2 are bonds;

A 1 is substituted or unsubstituted phenyl;

A 2 is substituted or unsubstituted pyridinyl;

R 1 is halogen, —OR 5 , —NR 6 R 7 , —C(Z)R 8 , —S(O) w R 9 , —CN, —NO 2 , —CF 3 , substituted or unsubstituted alkyl, substituted or unsubstituted heteroalkyl, substituted or unsubstituted cycloalkyl, substituted or unsubstituted heterocycloalkyl, substituted or unsubstituted aryl, or substituted or unsubstituted heteroaryl, wherein w is an integer from 0 to 2;

X 1 is —C(R 2 )=, or —N=;

R 2 is independently hydrogen, halogen, —OR 5 , —NR 6 R 7 , —C(Z)R 8 , —S(O) w R 9 , —CN, —NO 2 , —CF 3 , substituted or unsubstituted alkyl, substituted or unsubstituted heteroalkyl, substituted or unsubstituted cycloalkyl, substituted or unsubstituted heterocycloalkyl, substituted or unsubstituted aryl, or substituted or unsubstituted heteroaryl, wherein w is an integer from 0 to 2;

Z is N(R 23 ), S, or O, wherein R 23 is hydrogen, substituted or unsubstituted alkyl, or substituted or unsubstituted heteroalkyl;

R 5 is independently hydrogen, —CF 3 , substituted or unsubstituted alkyl, substituted or unsubstituted heteroalkyl, substituted or unsubstituted cycloalkyl, substituted or unsubstituted heterocycloalkyl, substituted or unsubstituted aryl, or substituted or unsubstituted heteroaryl;

R 6 and R 7 are independently hydrogen, —C(O)R 10 , —S(O) 2 R 11 , substituted or unsubstituted alkyl, substituted or unsubstituted heteroalkyl, substituted or unsubstituted cycloalkyl, substituted or unsubstituted heterocycloalkyl, substituted or unsubstituted aryl, or substituted or unsubstituted heteroaryl;

R 8 is independently hydrogen, —NR 14 R 15 , —OR 16 , substituted or unsubstituted alkyl, substituted or unsubstituted heteroalkyl, substituted or unsubstituted cycloalkyl, substituted or unsubstituted heterocycloalkyl, substituted or unsubstituted aryl, or substituted or unsubstituted heteroaryl;

R 9 is independently hydrogen, —NR 17 R 18 , substituted or unsubstituted alkyl, substituted or unsubstituted heteroalkyl, substituted or unsubstituted cycloalkyl, substituted or unsubstituted heterocycloalkyl, substituted or unsubstituted aryl, or substituted or unsubstituted heteroaryl;

R 10 and R 11 are independently hydrogen, —NR 12 R 13 , substituted or unsubstituted alkyl, substituted or unsubstituted heteroalkyl, substituted or unsubstituted cycloalkyl, substituted or unsubstituted heterocycloalkyl, substituted or unsubstituted aryl, or substituted or unsubstituted heteroaryl;

R 12 and R 13 are independently hydrogen, substituted or unsubstituted alkyl, substituted or unsubstituted heteroalkyl, substituted or unsubstituted cycloalkyl, substituted or unsubstituted heterocycloalkyl, substituted or unsubstituted aryl, or substituted or unsubstituted heteroaryl;

R 14 , R 15 , and R 16 are independently hydrogen, substituted or unsubstituted alkyl, substituted or unsubstituted heteroalkyl, substituted or unsubstituted cycloalkyl, substituted or unsubstituted heterocycloalkyl, substituted or unsubstituted aryl, or substituted or unsubstituted heteroaryl; and

R 17 and R 18 are independently hydrogen, substituted or unsubstituted alkyl, substituted or unsubstituted heteroalkyl, substituted or unsubstituted cycloalkyl, substituted or unsubstituted heterocycloalkyl, substituted or unsubstituted aryl, or substituted or unsubstituted heteroaryl; or

wherein R 6 and R 7 , R 12 and R 13 , R 14 and R 15 , and R 17 and R 18 are independently, joined with the nitrogen to which they are attached to form substituted or unsubstituted heterocycloalkyl, or substituted or unsubstituted 5-membered heteroaryl.

2. The compound of claim 1 , wherein A 1 is substituted phenyl.

3. The compound of claim 2 , wherein A 1 is substituted with a halogen.

4. The compound of claim 1 , wherein A 1 has formula II:

wherein

x is an integer from 1 to 5;

R 19 is independently halogen, —OR 5 , —NR 6 R 7 , —C(Z)R 8 , —S(O) w R 9 , —CN, —NO 2 , —CF 3 , substituted or unsubstituted alkyl, substituted or unsubstituted heteroalkyl, substituted or unsubstituted cycloalkyl, substituted or unsubstituted heterocycloalkyl, substituted or unsubstituted aryl, or substituted or unsubstituted heteroaryl, or wherein two R 19 groups are combined to form a substituted or unsubstituted ring with the carbons to which they are attached.

5. The compound of claim 4 , wherein an R 19 attached at position 1 is combined with an R 19 attached at position 2 to form a substituted or unsubstituted ring.

6. The compound of claim 4 , wherein an R 19 attached at position 2 is combined with an R 19 attached at position 3 to form a substituted or unsubstituted ring.

7. The compound of claim 4 , wherein two R 19 groups are combined to form a substituted or unsubstituted ring with the carbons to which they are attached, wherein the substituted or unsubstituted ring is substituted or unsubstituted heterocycloalkyl or substituted or unsubstituted heteroaryl.

8. The compound of claim 4 , wherein R 19 is independently halogen, —NR 6 R 7 , OR 5 , or substituted or unsubstituted alkyl.

9. The compound of claim 8 , wherein R 5 , R 6 , and R 7 are independently hydrogen, substituted or unsubstituted alkyl, substituted or unsubstituted heteroalkyl, substituted or unsubstituted cycloalkyl, substituted or unsubstituted heterocycloalkyl, substituted or unsubstituted aryl, or substituted or unsubstituted heteroaryl, or wherein R 6 and R 7 are joined with nitrogen to which they are attached to form substituted or unsubstituted heterocycloalkyl, or substituted or unsubstituted 5-membered heteroaryl.

10. The compound of claim 8 , wherein R 5 , R 6 , and R 7 are independently hydrogen, or substituted or unsubstituted alkyl.

11. The compound of claim 8 , wherein R 5 , R 6 , and R 7 are independently hydrogen, or substituted or unsubstituted C 1 -C 6 alkyl.

12. The compound of claim 4 , wherein x is 1; and R 19 is attached at position 2.

13. The compound of claim 4 , wherein x is 1; and R 19 is attached at position 1.

14. The compound of claim 4 , wherein x is an integer from 2 to 5; and at least one R 19 is attached at position 1.

15. The compound of claim 4 , wherein x is an integer from 2 to 5; and at least one R 19 is attached at position 2.

16. The compound of claim 1 , wherein A 2 has formula VI:

wherein

y is an integer from 0 to 3;

R 20 is independently halogen, —OR 5 , —NR 6 R 7 , —C(Z)R 8 , —S(O) w R 9 , —CN, —NO 2 , —CF 3 , substituted or unsubstituted alkyl, substituted or unsubstituted heteroalkyl, substituted or unsubstituted cycloalkyl, substituted or unsubstituted heterocycloalkyl, substituted or unsubstituted aryl, or substituted or unsubstituted heteroaryl, or wherein one R 20 and R 1 are combined to form a substituted or unsubstituted ring with the carbons to which they are attached.

17. The compound of claim 16 , wherein y is 1; and R 20 is attached at position 3′.

18. The compound of claim 1 , wherein R 1 is —C(O)NR 14 R 15 .

19. The compound of claim 16 , wherein R 1 is —C(O)NR 14 R 15 .

20. The compound of claim 2 , wherein R 1 is —C(O)NR 14 R 15 .

21. The compound of claim 1 , wherein

R 1 is —C(O)NR 14 R 15 ; and

R 14 and R 15 are independently substituted or unsubstituted alkyl, substituted or unsubstituted heteroalkyl, or wherein R 14 and R 15 combined with the nitrogen to which they are attached to form substituted or unsubstituted piperidinyl, or substituted or unsubstituted piperazinyl, substituted or unsubstituted pyrrolidinyl, or substituted or unsubstituted morpholino.

22. The compound of claim 21 , wherein y is 0.

23. The compound of claim 18 , wherein R 14 and R 15 are combined with the nitrogen to which they are attached to form a piperazinyl substituted with a substituted or unsubstituted alkyl or substituted or unsubstituted heteroalkyl.

24. The compound of claim 23 , wherein said the piperazinyl is substituted with —(CH 2 ) t —NR 21 R 22 , wherein

t is an integer from 0 to 6; and

R 21 and R 22 are independently hydrogen, substituted or unsubstituted alkyl, substituted or unsubstituted heteroalkyl, substituted or unsubstituted cycloalkyl, substituted or unsubstituted heterocycloalkyl, substituted or unsubstituted aryl, or substituted or unsubstituted heteroary, or wherein R 21 and R 22 are combined with the nitrogen to which they are attached to form a substituted or unsubstituted heterocycloalkyl or substituted or unsubstituted heteroaryl.

25. The compound of claim 24 , wherein R 21 and R 22 are combined with the nitrogen to which they are attached to form a substituted or unsubstituted piperazinyl, substituted or unsubstituted piperidinyl, or substituted or unsubstituted morpholino.

26. The compound of claim 24 , wherein R 21 and R 22 are independently hydrogen, substituted or unsubstituted alkyl, or substituted or unsubstituted aminoalkyl.

27. The compound of claim 1 , wherein A 1 is substituted with at least one —OR 5 , wherein R 5 is independently hydrogen, substituted or unsubstituted alkyl, substituted or unsubstituted heteroalkyl, substituted or unsubstituted cycloalkyl, substituted or unsubstituted heterocycloalkyl, substituted or unsubstituted aryl, or substituted or unsubstituted heteroaryl.

28. The compound of claim 4 , wherein A 2 has formula VI:

wherein

y is an integer from 0 to 3; and

R 20 is halogen, —OR 5 , —NR 6 R 7 , —C(Z)R 8 , —S(O) w R 9 , —CN, —CF 3 , —NO 2 , substituted or unsubstituted alkyl, substituted or unsubstituted heteroalkyl, substituted or unsubstituted cycloalkyl, substituted or unsubstituted heterocycloalkyl, substituted or unsubstituted aryl, or substituted or unsubstituted heteroaryl.

29. The compound of claim 28 , wherein y is 1; and R 20 is attached at position 3′.