A compound having the formula: or a pharmaceutically acceptable salt thereof, wherein: X is -NHC -; Y is CH 2; R 1 is selected from C 6 -C 10 aryl, 5 or 6-membered monocyclic heteroaryl and 9 or 10-membered bicyclic heteroaryl, wherein said C 6 -C IO aryl group, said 5 or 6-membered monocyclic heteroaryl group and said 9 or 10-membered bicyclic heteroaryl group can each be optionally substituted with up to three R 8 groups; R 2 is H, C 1 -C 6 alkyl, -N(R 11) 2, or -OR 7 or R 2 and R 4, together with the carbon atoms to which they are attached, can join to form a 5 to 8-membered monocyclic cycloalkyl group, 5 to 8-membered monocyclic heterocycloalkyl group, 5 to 8-membered monocyclic heterocycloalkenyl group or a 8 to 11-membered bicyclic heterocycloalkyl, wherein said 5 to 8-membered monocyclic cycloalkyl group, said 5 to 8-membered monocyclic heterocycloalkyl group, said 5 to 8-membered monocyclic heterocycloalkenyl group and said 8 to 11-membered bicyclic heterocycloalkyl group can be optionally substituted with up to three R 8 groups, which can be the same or different; R 3 is H, C 1 -C 6 alkyl, -N(R 11) 2 or -OR 7; R 4 is selected from H, C 1- C 6 alkyl, -(C 1 -C 6 alkylene)-O-(C 1 -C 6 alkyl), -N(R 11) 2 and -OR 7, such that when R 2 and/or R 3 are -N(R") 2, then R 4 is other than H; R 5 is C 1- C 6 alkyl; each occurrence of R 6 is independently H or C 1- C 6 alkyl; each occurrence of R 7 is independently selected from H, C 1- C 6 alkyl, -(C 1 -C 6 alkylene)-O-(C 1 -C 6 alkyl) and C 3 -C 7 cycloalkyl; each occurrence of R 8 is independently selected from C 1- C 6 alkyl, halo, -OR 6, - SR 6, C 1 -C 6 haloalkyl, C 1 -C 6 hydroxyalkyl, -O-(C 1 -C 6 haloalkyl), -CN, -NO 2, -N(R 6) 2, -C OR 7, -C N(R 7) 2 and -NHC R 7; R 9 is selected from H, C 1- C 6 alkyl, -C 1 -C 6 alkyl-O-C 1 -C 6 alkyl,-C 1 -C 6 alkyl-NR 6 -C 1- C 6 alkyl, -C 1 -C 6 haloalkyl, -C 1 -C 6 hydroxyalkyl; R 10 is selected from H, C 1- C 6 alkyl, -C 1 -C 6 alkyl-O-C 1 -C 6 alkyl,-C 1 -C 6 alkyl-NR 6 -C 1- C 6 alkyl, -C 1 -C 6 haloalkyl, -C 1 -C 6 hydroxyalkyl; each occurrence of R 11 is independently selected from H, C 1- C 6 alkyl, -S 2 R 12 and -C R 12; and each occurrence of R 12 is independently selected from C 1- C 6 alkyl, C 3 -C 7 cycloalkyl, C 6 -C 10 aryl, 4 to 7-membered monocyclic heterocycloalkyl, 8 to 11-membered bicyclic heterocycloalkyl, 5 or 6-membered monocyclic heteroaryl and 9 or 10-membered bicyclic heteroaryl, wherein said C 3 -C 7 cycloalkyl group, said C 6 -C 10 aryl group, 4 to 7-membered monocyclic heterocycloalkyl, said 8 to 11-membered bicyclic heterocycloalkyl group, said 5 or 6-membered monocyclic heteroaryl group and said 9 or 10-membered bicyclic heteroaryl group can each be optionally substituted with up to three R 8 groups. X is -NHC -; Y is CH 2; R 1 is selected from C 6 -C 10 aryl, 5 or 6-membered monocyclic heteroaryl and 9 or 10-membered bicyclic heteroaryl, wherein said C 6 -C IO aryl group, said 5 or 6-membered monocyclic heteroaryl group and said 9 or 10-membered bicyclic heteroaryl group can each be optionally substituted with up to three R 8 groups; R 2 is H, C 1 -C 6 alkyl, -N(R 11) 2, or -OR 7 or R 2 and R 4, together with the carbon atoms to which they are attached, can join to form a 5 to 8-membered monocyclic cycloalkyl group, 5 to 8-membered monocyclic heterocycloalkyl group, 5 to 8-membered monocyclic heterocycloalkenyl group or a 8 to 11-membered bicyclic heterocycloalkyl, wherein said 5 to 8-membered monocyclic cycloalkyl group, said 5 to 8-membered monocyclic heterocycloalkyl group, said 5 to 8-membered monocyclic heterocycloalkenyl group and said 8 to 11-membered bicyclic heterocycloalkyl group can be optionally substituted with up to three R 8 groups, which can be the same or different; R 3 is H, C 1 -C 6 alkyl, -N(R 11) 2 or -OR 7; R 4 is selected from H, C 1- C 6 alkyl, -(C 1 -C 6 alkylene)-O-(C 1 -C 6 alkyl), -N(R 11) 2 and -OR 7, such that when R 2 and/or R 3 are -N(R") 2, then R 4 is other than H; R 5 is C 1- C 6 alkyl; each occurrence of R 6 is independently H or C 1- C 6 alkyl; each occurrence of R 7 is independently selected from H, C 1- C 6 alkyl, -(C 1 -C 6 alkylene)-O-(C 1 -C 6 alkyl) and C 3 -C 7 cycloalkyl; each occurrence of R 8 is independently selected from C 1- C 6 alkyl, halo, -OR 6, - SR 6, C 1 -C 6 haloalkyl, C 1 -C 6 hydroxyalkyl, -O-(C 1 -C 6 haloalkyl), -CN, -NO 2, -N(R 6) 2, -C OR 7, -C N(R 7) 2 and -NHC R 7; R 9 is selected from H, C 1- C 6 alkyl, -C 1 -C 6 alkyl-O-C 1 -C 6 alkyl,-C 1 -C 6 alkyl-NR 6 -C 1- C 6 alkyl, -C 1 -C 6 haloalkyl, -C 1 -C 6 hydroxyalkyl; R 10 is selected from H, C 1- C 6 alkyl, -C 1 -C 6 alkyl-O-C 1 -C 6 alkyl,-C 1 -C 6 alkyl-NR 6 -C 1- C 6 alkyl, -C 1 -C 6 haloalkyl, -C 1 -C 6 hydroxyalkyl; each occurrence of R 11 is independently selected from H, C 1- C 6 alkyl, -S 2 R 12 and -C R 12; and each occurrence of R 12 is independently selected from C 1- C 6 alkyl, C 3 -C 7 cycloalkyl, C 6 -C 10 aryl, 4 to 7-membered monocyclic heterocycloalkyl, 8 to 11-membered bicyclic heterocycloalkyl, 5 or 6-membered monocyclic heteroaryl and 9 or 10-membered bicyclic heteroaryl, wherein said C 3 -C 7 cycloalkyl group, said C 6 -C 10 aryl group, 4 to 7-membered monocyclic heterocycloalkyl, said 8 to 11-membered bicyclic heterocycloalkyl group, said 5 or 6-membered monocyclic heteroaryl group and said 9 or 10-membered bicyclic heteroaryl group can each be optionally substituted with up to three R 8 groups.