A compound of Formula: wherein: Z is N, ring B is: Z 1, Z 2, and Z 3 are CH (or C if substituted with R 1 or R 2); or Z 1, Z 2, and Z 3 are independently N or CH (or C if substituted with R 1 or R 2) provided that only one of Z 1, Z 2, and Z 3 is N; and R 1 is hydrogen, hydroxyalkyl, alkoxyalkyl, -NR 3 COR 4, -CONR 3 R 5, -(alkylene)-NR 3 R 5 (where each R 3 is hydrogen, or alkyl, R 4 is alkyl, haloalkyl, cycloalkyl, optionally substituted aryl or optionally substituted heteroaryl, and each R 5 is hydrogen, alkyl, haloalkyl, hydroxyalkyl, alkoxyalkyl, acyl, cycloalkylalkyl, or heterocyclylalkyl optionally substituted with one, two, or three substituents independently selected from alkyl, halo, hydroxy, alkoxy, hydroxyalkyl, or alkoxyalkyl; or R 3 and R 5 together with the nitrogen atom to which they are attached form heterocycloamino or spiroheterocycloamino wherein the heterocycloamino ring is optionally substituted with one, two, or three substituents independently selected from alkyl, halo, hydroxyl, alkoxy, hydroxyalkyl, or alkoxyalkyl), -NR 6 R 7 (where R 6 is hydrogen or alkyl and R 7 is hydrogen, alkyl, haloalkyl, hydroxyalkyl, alkoxyalkyl, or acyl, or R 6 and R 7 together with the nitrogen atom to which they are attached form heterocyclyl optionally substituted with one or two substituents independently selected from alkyl, halo, hydroxyl, hydroxyalkyl, or alkoxyalkyl), or -OR 8 (where R 8 is hydroxyalkyl, alkoxyalkyl, or heterocyclylalkyl optionally substituted with one, two, or three substituents independently selected from alkyl, halo, hydroxyalkyl, or alkoxyalkyl); R 2 is hydrogen, alkyl, cycloalkyl, cyano, alkoxy, hydroxy, halo, haloalkyl, or haloalkoxy; Ar is 5-CHF 2 thien-2-yl or Ar is a five membered heteroaryl ring substituted with optionally substituted heteroaryl; X is alkylene, cycloalkylene, (where Z is bond or alkylene, and ring A is heterocycloamino optionally substituted with one or two substituents independently selected from alkyl, hydroxy, or fluoro), -alkylene-O-, -cycloalkylene-NR a -, or -(alkylene)-NR a - (where each R a is hydrogen, alkyl or cycloalkyl); Y is -CO- or -SO 2 -; R b is hydrogen, cyano, nitro, halo, haloalkyl, haloalkoxy, alkylthio, or alkylsulfonyl; R c is hydrogen, alkyl, haloalkoxy, substituted alkyl, cycloalkyl, cycloalkyleneNR d R e or cycloalkylene(alkylene)NR d R e (where R d and R e are independently hydrogen, alkyl, or cycloalkyl), alkoxyalkyloxyalkyl, or 3 to 6 membered saturated monocyclic heterocyclyl containing one or two heteroatoms selected from N, O, or S and optionally substituted with one or two substituents independently selected from hydroxy, alkyl or fluoro; and R d is hydrogen or alkyl, or R b and R d together form a bond; provided that when R b is other than hydrogen, then R c is not hydrogen and R d is hydrogen; and/or a pharmaceutically acceptable salt thereof. Z is N, ring B is: Z 1, Z 2, and Z 3 are CH (or C if substituted with R 1 or R 2); or Z 1, Z 2, and Z 3 are independently N or CH (or C if substituted with R 1 or R 2) provided that only one of Z 1, Z 2, and Z 3 is N; and R 1 is hydrogen, hydroxyalkyl, alkoxyalkyl, -NR 3 COR 4, -CONR 3 R 5, -(alkylene)-NR 3 R 5 (where each R 3 is hydrogen, or alkyl, R 4 is alkyl, haloalkyl, cycloalkyl, optionally substituted aryl or optionally substituted heteroaryl, and each R 5 is hydrogen, alkyl, haloalkyl, hydroxyalkyl, alkoxyalkyl, acyl, cycloalkylalkyl, or heterocyclylalkyl optionally substituted with one, two, or three substituents independently selected from alkyl, halo, hydroxy, alkoxy, hydroxyalkyl, or alkoxyalkyl; or R 3 and R 5 together with the nitrogen atom to which they are attached form heterocycloamino or spiroheterocycloamino wherein the heterocycloamino ring is optionally substituted with one, two, or three substituents independently selected from alkyl, halo, hydroxyl, alkoxy, hydroxyalkyl, or alkoxyalkyl), -NR 6 R 7 (where R 6 is hydrogen or alkyl and R 7 is hydrogen, alkyl, haloalkyl, hydroxyalkyl, alkoxyalkyl, or acyl, or R 6 and R 7 together with the nitrogen atom to which they are attached form heterocyclyl optionally substituted with one or two substituents independently selected from alkyl, halo, hydroxyl, hydroxyalkyl, or alkoxyalkyl), or -OR 8 (where R 8 is hydroxyalkyl, alkoxyalkyl, or heterocyclylalkyl optionally substituted with one, two, or three substituents independently selected from alkyl, halo, hydroxyalkyl, or alkoxyalkyl); R 2 is hydrogen, alkyl, cycloalkyl, cyano, alkoxy, hydroxy, halo, haloalkyl, or haloalkoxy; Ar is 5-CHF 2 thien-2-yl or Ar is a five membered heteroaryl ring substituted with optionally substituted heteroaryl; X is alkylene, cycloalkylene, (where Z is bond or alkylene, and ring A is heterocycloamino optionally substituted with one or two substituents independently selected from alkyl, hydroxy, or fluoro), -alkylene-O-, -cycloalkylene-NR a -, or -(alkylene)-NR a - (where each R a is hydrogen, alkyl or cycloalkyl); Y is -CO- or -SO 2 -; R b is hydrogen, cyano, nitro, halo, haloalkyl, haloalkoxy, alkylthio, or alkylsulfonyl; R c is hydrogen, alkyl, haloalkoxy, substituted alkyl, cycloalkyl, cycloalkyleneNR d R e or cycloalkylene(alkylene)NR d R e (where R d and R e are independently hydrogen, alkyl, or cycloalkyl), alkoxyalkyloxyalkyl, or 3 to 6 membered saturated monocyclic heterocyclyl containing one or two heteroatoms selected from N, O, or S and optionally substituted with one or two substituents independently selected from hydroxy, alkyl or fluoro; and R d is hydrogen or alkyl, or R b and R d together form a bond; provided that when R b is other than hydrogen, then R c is not hydrogen and R d is hydrogen;