A compound of Formula: or a pharmaceutically acceptable salt thereof, wherein: -- - - is a single bond or a double bond; R 1 and R 2 are independently H or halogen; R 3 is independently selected from: halogen, phenyl and a 5- to 6-membered heteroaryl comprising carbon atoms and 1-4 heteroatoms selected from N, NR a, O and S p; wherein said phenyl and heteroaryl are substituted with 0-3 R 3A; each R 3A is independently selected from: halogen, CN, - m -(C 1 -C 6 alkyl substituted with 0-1 R 3B), C 1 -C 6 haloalkyl, C 1 -C 6 haloalkoxy, R 3C, -OR 3C, -C(=O)R 3D, NR 3E R 3F, -C(=O)NR 3E R 3F, -NHC(=O)R 3D -S(=O) 2 R 3D, -S(=O) 2 NR 3E R 3F, -NHS(=O) 2 (C 1 -C 4 alkyl) and -CR 3C R 3E R 3G; R 3B is independently selected from: OH, NR e R f, C 1 -C 4 alkoxy, -C(=O)NR e R f, -S(=O) 2 (C 1 -C 4 alkyl), -NHC(=O)(C 1 -C 4 alkyl), and a 5- to 6-membered heterocycloalkyl comprising carbon atoms and 1-2 heteroatoms selected from N, NR a, O, and S p; wherein said heterocycloalkyl is substituted with 0-2 R C; each R 3C is independently selected from: C 3 -C 6 cycloalkyl, phenyl, and a 4- to 7-membered heterocycle comprising carbon atoms and 1-4 heteroatoms selected from N, NR a, O, and S p; wherein each moiety is substituted with 0-2 R c; each R 3D is independently selected from: C 1 -C 4 alkyl and R 3C; R 3E and R 3G are, at each occurrence, independently selected from: H and C 1 -C 4 alkyl; each R 3F is independently selected from: H and C 1 -C 4 alkyl substituted with 0-1 R d; R 4 is independently selected from: H, halogen and C 1 -C 4 alkyl; R 5 is independently selected from OH and C 1 -C 4 alkyl; each R a is independently selected from: H, →O, C 1 -C 4 alkyl substituted with 0-1 R b, -C(=O)H, -C(=O)(C 1 -C 4 alkyl), -CO 2 (C 1 -C 4 alkyl), C 3 -C 6 cycloalkyl, and benzyl; R b is independently selected from: halogen, OH and C 1 -C 4 alkoxy; each R c is independently selected from: =O, halogen, OH, C 1 -C 4 alkyl, C 1 -C 4 haloalkyl, C 1 -C 4 alkoxy, and C 1 -C 4 haloalkoxy; R d is independently selected from: OH and NR e R f; R e and R f are, at each occurrence, independently selected from: H and C 1 -C 4 alkyl; each p is independently selected from 0, 1 and 2; and m and n are, at each occurrence, independently selected from 0 and 1. -- - - is a single bond or a double bond; R 1 and R 2 are independently H or halogen; R 3 is independently selected from: halogen, phenyl and a 5- to 6-membered heteroaryl comprising carbon atoms and 1-4 heteroatoms selected from N, NR a, O and S p; wherein said phenyl and heteroaryl are substituted with 0-3 R 3A; each R 3A is independently selected from: halogen, CN, - m -(C 1 -C 6 alkyl substituted with 0-1 R 3B), C 1 -C 6 haloalkyl, C 1 -C 6 haloalkoxy, R 3C, -OR 3C, -C(=O)R 3D, NR 3E R 3F, -C(=O)NR 3E R 3F, -NHC(=O)R 3D -S(=O) 2 R 3D, -S(=O) 2 NR 3E R 3F, -NHS(=O) 2 (C 1 -C 4 alkyl) and -CR 3C R 3E R 3G; R 3B is independently selected from: OH, NR e R f, C 1 -C 4 alkoxy, -C(=O)NR e R f, -S(=O) 2 (C 1 -C 4 alkyl), -NHC(=O)(C 1 -C 4 alkyl), and a 5- to 6-membered heterocycloalkyl comprising carbon atoms and 1-2 heteroatoms selected from N, NR a, O, and S p; wherein said heterocycloalkyl is substituted with 0-2 R C; each R 3C is independently selected from: C 3 -C 6 cycloalkyl, phenyl, and a 4- to 7-membered heterocycle comprising carbon atoms and 1-4 heteroatoms selected from N, NR a, O, and S p; wherein each moiety is substituted with 0-2 R c; each R 3D is independently selected from: C 1 -C 4 alkyl and R 3C; R 3E and R 3G are, at each occurrence, independently selected from: H and C 1 -C 4 alkyl; each R 3F is independently selected from: H and C 1 -C 4 alkyl substituted with 0-1 R d; R 4 is independently selected from: H, halogen and C 1 -C 4 alkyl; R 5 is independently selected from OH and C 1 -C 4 alkyl; each R a is independently selected from: H, →O, C 1 -C 4 alkyl substituted with 0-1 R b, -C(=O)H, -C(=O)(C 1 -C 4 alkyl), -CO 2 (C 1 -C 4 alkyl), C 3 -C 6 cycloalkyl, and benzyl; R b is independently selected from: halogen, OH and C 1 -C 4 alkoxy; each R c is independently selected from: =O, halogen, OH, C 1 -C 4 alkyl, C 1 -C 4 haloalkyl, C 1 -C 4 alkoxy, and C 1 -C 4 haloalkoxy; R d is independently selected from: OH and NR e R f; R e and R f are, at each occurrence, independently selected from: H and C 1 -C 4 alkyl; each p is independently selected from 0, 1 and 2; and m and n are, at each occurrence, independently selected from 0 and 1.