A compound having Formula or a pharmaceutically acceptable salt thereof, wherein A is arylene, 5-membered heteroarylene or 6-membered heteroarylene, optionally substituted with one, two, three or four R 6 independently selected from the group consisting of (C 1 -C 4)alkyl, halo(C 1 -C 4)alkyl, halo, hydroxy and (C 1 -C 4)alkoxy; X is O, S, C(=O), C(OR 4) or C(R 5a)(R 5b); W is aryl, 5-membered heteroaryl or 6-membered heteroaryl, optionally substituted with one, two, three, four or five R 7 independently selected from the group consisting of (C 1 -C 4)alkyl, halo(C 1 -C 4)alkyl, (C 3 -C 6)cycloalkyl, 4-6 membered saturated heterocycle, halo, hydroxy, hydroxy(C 1 -C 4)alkyl, (C 1 -C 4)alkoxy, hydroxy(C 2 -C 4)alkoxy, and halo(C 1 -C 4)alkoxy; R 1 is a 4-8 membered nitrogen-containing heterocyclyl substituted on said nitrogen with R and optionally further substituted with one, two, three, four or five substituents independently selected from the group consisting of (C 1 -C 4)alkyl, halo(C 1 -C 4)alkyl, halo, hydroxyl and (C 1 -C 4)alkoxy; R is cyano, cyano(C 1 -C 3)alkyl, R 2a, R 2b, R 3a, R 3b and R 4 are independently selected from the group consisting of hydrogen or (C 1 -C 3)alkyl; R 5a and R 5b are independently selected from the group consisting of hydrogen, halo and (C 1 -C 3)alkyl; R a is hydrogen, halo, cyano, (C 1 -C 6)alkoxy, halo(C 1 -C 6)alkoxy, (C 1 -C 4)alkylthio, (C 1 -C 4)alkylsulfonyl, or (C 1 -C 6)alkyl optionally substituted by halo, hydroxyl, (C 1 -C 6)alkoxy or halo(C 1 -C 6)alkoxy; R b and R c are independently selected from the group consisting of hydrogen, halo, cyano, (C 1 -C 6)alkoxy, halo(C 1 -C 6)alkoxy, (C 3 -C 6)cycloalkyl, C(=O)R d and (C 1 -C 6)alkyl optionally substituted with one, two or three R f independently selected from the group consisting of halo, hydroxyl, N(R e) 2, (C 1 -C 6)alkoxy, halo(C 1- C 6)alkoxy and aryl; or R b and R c taken together with the carbon to which they are bound form a 4-7 membered carbocycyl or heterocycyl optionally substituted with one, two or three R f independently selected from the group consisting of halo, hydroxyl, N(R e) 2, (C 1 -C 6)alkoxy; halo(C 1 -C 6)alkoxy and aryl; R d is (C 1 -C 6)alkyl, (C 1 -C 6)alkoxy, N(R e) 2 or aryl; R e is independently selected for each occurence from the group consisting of hydrogen and (C 1 -C 4) alkyl, or both R e taken together with the nitrogen atom to which they are bound form a 4-7 membered heterocycyl; and G is a 5-7 membered carbocycyl or heterocycyl optionally substituted with one, two or three R f independently selected from the group consisting of halo, hydroxyl, N(R e) 2, (C 1 -C 6)alkoxy; halo(C 1 -C 6)alkoxy and aryl. A is arylene, 5-membered heteroarylene or 6-membered heteroarylene, optionally substituted with one, two, three or four R 6 independently selected from the group consisting of (C 1 -C 4)alkyl, halo(C 1 -C 4)alkyl, halo, hydroxy and (C 1 -C 4)alkoxy; X is O, S, C(=O), C(OR 4) or C(R 5a)(R 5b); W is aryl, 5-membered heteroaryl or 6-membered heteroaryl, optionally substituted with one, two, three, four or five R 7 independently selected from the group consisting of (C 1 -C 4)alkyl, halo(C 1 -C 4)alkyl, (C 3 -C 6)cycloalkyl, 4-6 membered saturated heterocycle, halo, hydroxy, hydroxy(C 1 -C 4)alkyl, (C 1 -C 4)alkoxy, hydroxy(C 2 -C 4)alkoxy, and halo(C 1 -C 4)alkoxy; R 1 is a 4-8 membered nitrogen-containing heterocyclyl substituted on said nitrogen with R and optionally further substituted with one, two, three, four or five substituents independently selected from the group consisting of (C 1 -C 4)alkyl, halo(C 1 -C 4)alkyl, halo, hydroxyl and (C 1 -C 4)alkoxy; R is cyano, cyano(C 1 -C 3)alkyl, R 2a, R 2b, R 3a, R 3b and R 4 are independently selected from the group consisting of hydrogen or (C 1 -C 3)alkyl; R 5a and R 5b are independently selected from the group consisting of hydrogen, halo and (C 1 -C 3)alkyl; R a is hydrogen, halo, cyano, (C 1 -C 6)alkoxy, halo(C 1 -C 6)alkoxy, (C 1 -C 4)alkylthio, (C 1 -C 4)alkylsulfonyl, or (C 1 -C 6)alkyl optionally substituted by halo, hydroxyl, (C 1 -C 6)alkoxy or halo(C 1 -C 6)alkoxy; R b and R c are independently selected from the group consisting of hydrogen, halo, cyano, (C 1 -C 6)alkoxy, halo(C 1 -C 6)alkoxy, (C 3 -C 6)cycloalkyl, C(=O)R d and (C 1 -C 6)alkyl optionally substituted with one, two or three R f independently selected from the group consisting of halo, hydroxyl, N(R e) 2, (C 1 -C 6)alkoxy, halo(C 1- C 6)alkoxy and aryl; or R b and R c taken together with the carbon to which they are bound form a 4-7 membered carbocycyl or heterocycyl optionally substituted with one, two or three R f independently selected from the group consisting of halo, hydroxyl, N(R e) 2, (C 1 -C 6)alkoxy; halo(C 1 -C 6)alkoxy and aryl; R d is (C 1 -C 6)alkyl, (C 1 -C 6)alkoxy, N(R e) 2 or aryl; R e is independently selected for each occurence from the group consisting of hydrogen and (C 1 -C 4) alkyl, or both R e taken together with the nitrogen atom to which they are bound form a 4-7 membered heterocycyl; and G is a 5-7 membered carbocycyl or heterocycyl optionally substituted with one, two or three R f independently selected from the group consisting of halo, hydroxyl, N(R e) 2, (C 1 -C 6)alkoxy; halo(C 1 -C 6)alkoxy and aryl.