A compound of Formula, and pharmaceutically acceptable salts, N-oxides, or solvates thereof, wherein X is C or N; Y is C or N; provided that X and Y cannot both be C, and X and Y cannot both be N; the dotted line (-----) indicates that the referenced bond is a single bond or a double bond; R 1 is selected from the group consisting of: C 1-5 alkyl; C 3-7 cycloalkyl; phenyl optionally substituted with one, two or three members independently selected from halo and -CN; CH 2 -phenyl optionally substituted with halo; C(=O)-phenyl, wherein said phenyl is optionally substituted with halo; C(=O)N(CH 3)-phenyl; C(=O)NH-phenyl; C(=O)NH-CH 2 -phenyl; C(=O)NH-pyridinyl; C(=O)NH-C 3-7 cycloalkyl; C(=O)NH-C 1-5 alkyl; and pyridinyl; R 2 is selected from the group consisting of: R a is H or -CH 3; R b is H or -NH 2; and R c is independently selected from: H and -F; R 3 is selected from the group consisting of: H, 3 H, -CH 3 and halo; R 4 is H, -CH 3, or CF 3; and R 5 is selected from the group consisting of: H; halo; -C 1-5 alkyl; -C 1-5 alkoxy; -NH 2; -NH(C 1-5 alkyl); -N(C 1-5 alkyl) 2; -NH- 2-oxopyrrolidin-3-yl; -N(CH 3)cyclopropyl; -N(C 1-5 alkyl) 2; -SO 2 CH 3; -(S=O)CH 3; -OH; -O-cyclopentyl; azetidinyl optionally independently substituted with one or two members selected from the group consisting of: halo, -CH 3, -CF 3,-OCH 3, -SO 2 CH 3, -CH 2 OH, -OH, and -CN; pyrrolidinyl optionally substituted with -OH, -OCH 3 or -NH-(C=O)CH 3; piperidine optionally independently substituted with one, two, or three members selected from the group consisting of: halo, -OH, -CH 3, -OCH 3, -CH 2 F, -CH 2 CH 2 F, and -NH-(C=O)CH 3; piperazine optionally substituted with -CH 3, -(C=O)CH 3, or-CO 2 t Bu; morpholine optionally independently substituted with one or two-CH 3, or -CF 3; octadeuteriomorpholin-4-yl; 6-oxa-2-azaspiro[3.3]heptan-2-yl; 3-oxopiperazin-1-yl optionally substituted with one or two -CH 3; 1,1-dioxo-1,4-thiazinan-4-yl; 1,4-dioxa-8-azaspiro[4.5]decan-8-yl; 6-oxa-3-azabicyclo[3.1.1]heptan-3-yl; 5-azaspiro[2.3]hexan-5-yl; diazapanyl optionally substituted with -(C=O)CH 3; 4-oxopiperidin-1-yl; dihydro-2H-pyridinyl optionally substituted with -(C=O)CH 3; dihydro-2H-pyranyl; 4-hydroxyimino-1-piperidyl; and 1,2,6-triazaspiro[2.5]oct-1-en-6-yl. X is C or N; Y is C or N; provided that X and Y cannot both be C, and X and Y cannot both be N; the dotted line (-----) indicates that the referenced bond is a single bond or a double bond; R 1 is selected from the group consisting of: C 1-5 alkyl; C 3-7 cycloalkyl; phenyl optionally substituted with one, two or three members independently selected from halo and -CN; CH 2 -phenyl optionally substituted with halo; C(=O)-phenyl, wherein said phenyl is optionally substituted with halo; C(=O)N(CH 3)-phenyl; C(=O)NH-phenyl; C(=O)NH-CH 2 -phenyl; C(=O)NH-pyridinyl; C(=O)NH-C 3-7 cycloalkyl; C(=O)NH-C 1-5 alkyl; and pyridinyl; R 2 is selected from the group consisting of: R a is H or -CH 3; R b is H or -NH 2; and R c is independently selected from: H and -F; R a is H or -CH 3; R b is H or -NH 2; and R c is independently selected from: H and -F; R 3 is selected from the group consisting of: H, 3 H, -CH 3 and halo; R 4 is H, -CH 3, or CF 3; and R 5 is selected from the group consisting of: H; halo; -C 1-5 alkyl; -C 1-5 alkoxy; -NH 2; -NH(C 1-5 alkyl); -N(C 1-5 alkyl) 2; -NH- 2-oxopyrrolidin-3-yl; -N(CH 3)cyclopropyl; -N(C 1-5 alkyl) 2; -SO 2 CH 3; -(S=O)CH 3; -OH; -O-cyclopentyl; azetidinyl optionally independently substituted with one or two members selected from the group consisting of: halo, -CH 3, -CF 3,-OCH 3, -SO 2 CH 3, -CH 2 OH, -OH, and -CN; pyrrolidinyl optionally substituted with -OH, -OCH 3 or -NH-(C=O)CH 3; piperidine optionally independently substituted with one, two, or three members selected from the group consisting of: halo, -OH, -CH 3, -OCH 3, -CH 2 F, -CH 2 CH 2 F, and -NH-(C=O)CH 3; piperazine optionally substituted with -CH 3, -(C=O)CH 3, or-CO 2 t Bu; morpholine optionally independently substituted with one or two-CH 3, or -CF 3; octadeuteriomorpholin-4-yl; 6-oxa-2-azaspiro[3.3]heptan-2-yl; 3-oxopiperazin-1-yl optionally substituted with one or two -CH 3; 1,1-dioxo-1,4-thiazinan-4-yl; 1,4-dioxa-8-azaspiro[4.5]decan-8-yl; 6-oxa-3-azabicyclo[3.1.1]heptan-3-yl; 5-azaspiro[2.3]hexan-5-yl; diazapanyl optionally substituted with -(C=O)CH 3; 4-oxopiperidin-1-yl; dihydro-2H-pyridinyl optionally substituted with -(C=O)CH 3; dihydro-2H-pyranyl; 4-hydroxyimino-1-piperidyl; and 1,2,6-triazaspiro[2.5]oct-1-en-6-yl.