A compound of Formula I: I or a pharmaceutically acceptable salt thereof, wherein X is NH or O; Each R 1 is independently halo, C 1 -C 6 alkyl, C 3 -C 10 cycloalkyl, or OR, wherein said alkyl and cycloalkyl are optionally substituted with one to three groups selected from halo, OR, CF 3, CF 2 H, or CN; Each R is independently H, C 1 -C 6 alkyl, CF 3, or C 3 -C 10 cycloalkyl, wherein said alkyl and cycloalkyl are optionally substituted with one to three groups selected from halo, OR, CF 2 H, CF 3, or CN; Each R 3 is independently halo, OR, C 1 -C 6 alkyl, CF 3, C 3 -C 10 cycloalkyl, C OR, (CR c) 0-3 -heteroaryl, (CR c) 0-3 -heterocyclyl, NR 6 S 2 R 7, CN, C NR 6 R 7, or (CR c) 0-3 -aryl, where said alkyl, aryl, heteroaryl or heterocyclyl is optionally substituted with one to four groups selected from OR, halo, CF 2 H, CF 3, C 1 -C 6 alkyl, or C 3 -C 10 cycloalkyl; R 4 is H, C 1 -C 6 alkyl, aryl, C 3 -C 10 cycloalkyl or heterocyclyl, where said alkyl, aryl, cycloalkyl, or heterocyclyl, is optionally substituted with one to four groups selected from halo or OR; R 5 is H, CF 2 H, CF 3, C 1 -C 6 alkyl, or C 3 -C 10 cycloalkyl; Each R 6 is independently H, CF 2 H, CF 3, C 1 -C 6 alkyl, or C 3 -C 10 cycloalkyl; Each R 7 is independently C 1 -C 6 alkyl, (CR d 2) t -aryl, C 3 -C 10 cycloalkyl, or (CR d 2) t -heteroaryl, where said alkyl, aryl, cycloalkyl, or heteroaryl is optionally substituted with one to four groups selected from OR, halo, or aryl; Each R a is independently H, C 1 -C 6 alkyl, or C 3 -C 10 cycloalkyl wherein said alkyl, cycloalkyl and aryl are optionally substituted with one to three groups selected from halo, OR, CF 2 H, CF 3, or CN; Each R b is independently H, C 1 -C 6 alkyl, C 3 -C 10 cycloalkyl, or aryl, wherein said alkyl, cycloalkyl and aryl are optionally substituted with one to three groups selected from halo, OR, CF 2 H, CF 3, or CN; Each R c is independently H or C 1 -C 6 alkyl; Each R d is independently H or C 1 -C 6 alkyl; m is 0, 1, 2 or 3; n is 0, 1, 2, 3 or 4; p is 0,1, 2 or 3; and t is 0 or 1. X is NH or O; Each R 1 is independently halo, C 1 -C 6 alkyl, C 3 -C 10 cycloalkyl, or OR, wherein said alkyl and cycloalkyl are optionally substituted with one to three groups selected from halo, OR, CF 3, CF 2 H, or CN; Each R is independently H, C 1 -C 6 alkyl, CF 3, or C 3 -C 10 cycloalkyl, wherein said alkyl and cycloalkyl are optionally substituted with one to three groups selected from halo, OR, CF 2 H, CF 3, or CN; Each R 3 is independently halo, OR, C 1 -C 6 alkyl, CF 3, C 3 -C 10 cycloalkyl, C OR, (CR c) 0-3 -heteroaryl, (CR c) 0-3 -heterocyclyl, NR 6 S 2 R 7, CN, C NR 6 R 7, or (CR c) 0-3 -aryl, where said alkyl, aryl, heteroaryl or heterocyclyl is optionally substituted with one to four groups selected from OR, halo, CF 2 H, CF 3, C 1 -C 6 alkyl, or C 3 -C 10 cycloalkyl; R 4 is H, C 1 -C 6 alkyl, aryl, C 3 -C 10 cycloalkyl or heterocyclyl, where said alkyl, aryl, cycloalkyl, or heterocyclyl, is optionally substituted with one to four groups selected from halo or OR; R 5 is H, CF 2 H, CF 3, C 1 -C 6 alkyl, or C 3 -C 10 cycloalkyl; Each R 6 is independently H, CF 2 H, CF 3, C 1 -C 6 alkyl, or C 3 -C 10 cycloalkyl; Each R 7 is independently C 1 -C 6 alkyl, (CR d 2) t -aryl, C 3 -C 10 cycloalkyl, or (CR d 2) t -heteroaryl, where said alkyl, aryl, cycloalkyl, or heteroaryl is optionally substituted with one to four groups selected from OR, halo, or aryl; Each R a is independently H, C 1 -C 6 alkyl, or C 3 -C 10 cycloalkyl wherein said alkyl, cycloalkyl and aryl are optionally substituted with one to three groups selected from halo, OR, CF 2 H, CF 3, or CN; Each R b is independently H, C 1 -C 6 alkyl, C 3 -C 10 cycloalkyl, or aryl, wherein said alkyl, cycloalkyl and aryl are optionally substituted with one to three groups selected from halo, OR, CF 2 H, CF 3, or CN; Each R c is independently H or C 1 -C 6 alkyl; Each R d is independently H or C 1 -C 6 alkyl; m is 0, 1, 2 or 3; n is 0, 1, 2, 3 or 4; p is 0,1, 2 or 3; and t is 0 or 1.