A compound having the formula: or a stereoisomer, pharmaceutically acceptable salt, hydrate or solvate thereof, wherein, Z is O; R 1 and R 2 are independently hydrogen, halogen, optionally substituted C 1 -C 4 haloalkyl, optionally substituted C 3 -C 6 cycloalkyl, optionally substituted 3- to 6-membered cycloheteroalkyl, optionally substituted phenyl, optionally substituted heteroaryl, optionally substituted C 1 -C 4 alkyl, optionally substituted C 1 -C 4 alkoxy, CN, SO 2 NH 2, NHSO 2 CH 3, NHSO 2 CF 3, OCF 3, SO 2 CH 3, SO 2 CF 3, or CONH 2, and when R 1 and R 2 are on adjacent vertices of a phenyl ring they may be joined together to form a 5- or 6-membered cycloheteroalkyl ring having one or two ring vertices independently selected from O, N and S, wherein said cycloheteroalkyl ring is optionally substituted with from one to three members selected from fluoro and C 1 -C 3 alkyl; wherein J 1 is CH, N or optionally C(R 2) when R 2 is attached to the ring vertex identified as J 1; R 3 and R 3a are independently hydrogen, optionally substituted C 1 -C 6 alkyl, optionally substituted C 2 -C 6 alkenyl, optionally substituted C 2 -C 6 alkynyl, optionally substituted C 1 -C 6 haloalkyl, optionally substituted C 3 -C 6 cycloalkyl-C 1 -C 4 alkyl, optionally substituted aryl-Ci-C 6 alkyl, fluorine, OH, CN, CO 2 H, C NH 2, N(R 5) 2, optionally substituted -O-C 1 -C 6 alkyl,-(CR 5 R 5) m -OH, -(CR 5 R 5) m -CO 2 H, -(CR 5 R 5) m -C NH 2, -(CR 5 R 5) m -C NHR 5,-(CR 5 R 5) m N(R 5)2, -NH(CR 5 R 5) m CO 2 H or -NH(CR 5 R 5) m -C NH 2; each R 5 is independently H, F, OH, or optionally substituted C 1 -C 6 alkyl; each R 5a is independently H, or optionally substituted C 1 -C 6 alkyl; R 6 is H, OH, F, optionally substituted C 1 -C 6 alkyl, optionally substituted -O-C 1 -C 6 alkyl, or -N(R 5a) 2; each m is independently 1, 2, or 3 and R 11 and R 12 are independently hydrogen, halogen, optionally substituted C 1 -C 4 haloalkyl, optionally substituted C 3 -C 6 cycloalkyl, optionally substituted 3- to 6-membered cycloheteroalkyl, optionally substituted phenyl, optionally substituted heteroaryl, optionally substituted C 1 -C 4 alkyl, optionally substituted C 1 -C 4 alkoxy, CN, SO 2 NH 2, NHSO 2 CH 3, NHSO 2 CF 3, OCF 3, SO 2 CH 3, SO 2 CF 3, or CONH 2, and when R 1 and R 2 are on adjacent vertices of a phenyl ring they may be joined together to form a 5- or 6-membered cycloheteroalkyl ring having one or two ring vertices independently selected from O, N and S, wherein said cycloheteroalkyl ring is optionally substituted with from one to three members selected from fluoro and C 1 -C 3 alkyl. Z is O; R 1 and R 2 are independently hydrogen, halogen, optionally substituted C 1 -C 4 haloalkyl, optionally substituted C 3 -C 6 cycloalkyl, optionally substituted 3- to 6-membered cycloheteroalkyl, optionally substituted phenyl, optionally substituted heteroaryl, optionally substituted C 1 -C 4 alkyl, optionally substituted C 1 -C 4 alkoxy, CN, SO 2 NH 2, NHSO 2 CH 3, NHSO 2 CF 3, OCF 3, SO 2 CH 3, SO 2 CF 3, or CONH 2, and when R 1 and R 2 are on adjacent vertices of a phenyl ring they may be joined together to form a 5- or 6-membered cycloheteroalkyl ring having one or two ring vertices independently selected from O, N and S, wherein said cycloheteroalkyl ring is optionally substituted with from one to three members selected from fluoro and C 1 -C 3 alkyl; wherein J 1 is CH, N or optionally C(R 2) when R 2 is attached to the ring vertex identified as J 1; R 3 and R 3a are independently hydrogen, optionally substituted C 1 -C 6 alkyl, optionally substituted C 2 -C 6 alkenyl, optionally substituted C 2 -C 6 alkynyl, optionally substituted C 1 -C 6 haloalkyl, optionally substituted C 3 -C 6 cycloalkyl-C 1 -C 4 alkyl, optionally substituted aryl-Ci-C 6 alkyl, fluorine, OH, CN, CO 2 H, C NH 2, N(R 5) 2, optionally substituted -O-C 1 -C 6 alkyl,-(CR 5 R 5) m -OH, -(CR 5 R 5) m -CO 2 H, -(CR 5 R 5) m -C NH 2, -(CR 5 R 5) m -C NHR 5,-(CR 5 R 5) m N(R 5)2, -NH(CR 5 R 5) m CO 2 H or -NH(CR 5 R 5) m -C NH 2; each R 5 is independently H, F, OH, or optionally substituted C 1 -C 6 alkyl; each R 5a is independently H, or optionally substituted C 1 -C 6 alkyl; R 6 is H, OH, F, optionally substituted C 1 -C 6 alkyl, optionally substituted -O-C 1 -C 6 alkyl, or -N(R 5a) 2; each m is independently 1, 2, or 3 and R 11 and R 12 are independently hydrogen, halogen, optionally substituted C 1 -C 4 haloalkyl, optionally substituted C 3 -C 6 cycloalkyl, optionally substituted 3- to 6-membered cycloheteroalkyl, optionally substituted phenyl, optionally substituted heteroaryl, optionally substituted C 1 -C 4 alkyl, optionally substituted C 1 -C 4 alkoxy, CN, SO 2 NH 2, NHSO 2 CH 3, NHSO 2 CF 3, OCF 3, SO 2 CH 3, SO 2 CF 3, or CONH 2, and when R 1 and R 2 are on adjacent vertices of a phenyl ring they may be joined together to form a 5- or 6-membered cycloheteroalkyl ring having one or two ring vertices independently selected from O, N and S, wherein said cycloheteroalkyl ring is optionally substituted with from one to three members selected from fluoro and C 1 -C 3 alkyl.