A compound having the Formula: or a pharmaceutically acceptable salt thereof, wherein, R 1 is selected from the group consisting of (a) C 3 -C 4 alkyl, C 3 -C 5 cycloalkyl, and 4- to 6-membered heterocycloalkyl, each of which is optionally substituted with from 1-2 R a; or (b) phenyl and 5- to 6-membered heteroaryl, each of which is optionally substituted with from 1-3 R a; R 2 is phenyl, which is optionally substituted with from 1-5 R b; R 3 is a member selected from the group consisting of C 1 -C 4 alkyl, C 3 -C 4 cycloalkyl, and 4- to 7-membered heterocycloalkyl wherein each R 3 is optionally substituted with from 1-2 R c; R 4 is H; X is a member selected from the group consisting of H and F; each R a is independently selected from the group consisting of halo, CN, C 1 -C 4 alkyl, C 1 -C 4 alkoxy, -COR a1, -CO 2 R a1, -SO 2 R a1, -SO 2 NR a1 R a2, and -CONR a1 R a2, wherein each R a1 and R a2 is independently selected from the group consisting of H and C 1 -C 4 alkyl or optionally R a1 and R a2 when attached to a nitrogen atom are combined to form a 4- to 6- membered ring; each R b is independently selected from the group consisting of halo, CN, C 1 -C 4 alkyl, C 1 -C 4 alkoxy, -COR b1, -CO 2 R b1, -SO 2 R b1, -SO 2 NR b1 R b2, CONR b1 R b2, NR b1 R b2, 5- to 6-membered heteroaryl, and 5- to 6-membered heterocyclyl optionally substituted with oxo, wherein each R b1 and R b2 is independently selected from the group consisting of H and C 1 -C 4 alkyl or optionally R b1 and R b2 when attached to a nitrogen atom are combined to form a 4- to 6- membered ring; and each R c is independently selected from the group consisting of halo and C 1 -C 2 alkoxy, wherein each cycloalkyl is a saturated or partially unsaturated ring system; each heterocycloalkyl is a saturated ring system comprising from 1 to 4 heteroatoms selected from N, O, and S; each heteroaryl is an aromatic ring system comprising from 1 to 5 heteroatoms selected from N, O, and S; and each alkoxy group is optionally substituted with one or more moieties selected from halo, hydroxyl, amino, alkylamino, nitro, cyano, and alkoxy. R 1 is selected from the group consisting of (a) C 3 -C 4 alkyl, C 3 -C 5 cycloalkyl, and 4- to 6-membered heterocycloalkyl, each of which is optionally substituted with from 1-2 R a; or (b) phenyl and 5- to 6-membered heteroaryl, each of which is optionally substituted with from 1-3 R a; (a) C 3 -C 4 alkyl, C 3 -C 5 cycloalkyl, and 4- to 6-membered heterocycloalkyl, each of which is optionally substituted with from 1-2 R a; or (b) phenyl and 5- to 6-membered heteroaryl, each of which is optionally substituted with from 1-3 R a; R 2 is phenyl, which is optionally substituted with from 1-5 R b; R 3 is a member selected from the group consisting of C 1 -C 4 alkyl, C 3 -C 4 cycloalkyl, and 4- to 7-membered heterocycloalkyl wherein each R 3 is optionally substituted with from 1-2 R c; R 4 is H; X is a member selected from the group consisting of H and F; each R a is independently selected from the group consisting of halo, CN, C 1 -C 4 alkyl, C 1 -C 4 alkoxy, -COR a1, -CO 2 R a1, -SO 2 R a1, -SO 2 NR a1 R a2, and -CONR a1 R a2, wherein each R a1 and R a2 is independently selected from the group consisting of H and C 1 -C 4 alkyl or optionally R a1 and R a2 when attached to a nitrogen atom are combined to form a 4- to 6- membered ring; each R b is independently selected from the group consisting of halo, CN, C 1 -C 4 alkyl, C 1 -C 4 alkoxy, -COR b1, -CO 2 R b1, -SO 2 R b1, -SO 2 NR b1 R b2, CONR b1 R b2, NR b1 R b2, 5- to 6-membered heteroaryl, and 5- to 6-membered heterocyclyl optionally substituted with oxo, wherein each R b1 and R b2 is independently selected from the group consisting of H and C 1 -C 4 alkyl or optionally R b1 and R b2 when attached to a nitrogen atom are combined to form a 4- to 6- membered ring; and each R c is independently selected from the group consisting of halo and C 1 -C 2 alkoxy, wherein each cycloalkyl is a saturated or partially unsaturated ring system; each heterocycloalkyl is a saturated ring system comprising from 1 to 4 heteroatoms selected from N, O, and S; each heteroaryl is an aromatic ring system comprising from 1 to 5 heteroatoms selected from N, O, and S; and each alkoxy group is optionally substituted with one or more moieties selected from halo, hydroxyl, amino, alkylamino, nitro, cyano, and alkoxy. each cycloalkyl is a saturated or partially unsaturated ring system; each heterocycloalkyl is a saturated ring system comprising from 1 to 4 heteroatoms selected from N, O, and S; each heteroaryl is an aromatic ring system comprising from 1 to 5 heteroatoms selected from N, O, and S; and each alkoxy group is optionally substituted with one or more moieties selected from halo, hydroxyl, amino, alkylamino, nitro, cyano, and alkoxy.