Inhibition of the bromodomains of the BET family, of which BRD4 is a member, has been shown to decrease myc and interleukin (IL) 6 in vivo, markers that are of therapeutic relevance to cancer and inflammatory disease, respectively. Herein we report substituted benzo [b]isoxazolo [4,5-d] T he bromodomain and extra terminal (BET) family is made up of BRD2, BRD3, BRD4, and BRDT, each of which contains tandem bromodomains (BD-1 and BD-2) that recognize specific acetylated lysine residues in the N-terminal tails of histones. 1 Members of the BET family modulate gene expression by recruiting transcriptional regulators to specific genomic locations. 2 In 2009, the Mitsubishi Tanabe Pharma Corporation reported the first small molecule inhibitors of this family of chromatin adaptors, 3 and publications followed on the use of BET inhibitors to demonstrate antitumor activity 4 and modulate inflammation. 5 Experiments applying genetic ablation or specific inhibitor treatment have established the role of BET family members in regulating genes crucial for normal cell growth. 6−8 Subsequent studies 9,10 have defined a mechanistic link between potency of BET inhibition and activity against hematologic malignancies and demonstrated that BET inhibition regulates the MYC oncogene, resulting in cell cycle arrest and apoptosis. In vivo BET bromodomain inhibition leads to efficacy in xenograft models representing multiple cancer types, and BET bromodomains are also implicated in nononcology indications, i.e., human immunodeficiency virus and human t-lymphotrophic viral gene expression, DNA damage response, and cardiac hypertrophy. Importantly, BET inhibitors have been shown to selectively regulate a subset of multiple inflammatory cytokines, including interleukins 6, 1β, 17, 21, and 23, and granulocyte macrophage colony-stimulating factor 11,12 and have demonstrated efficacy in several in vivo models of inflammation, including endotoxic shock, experimental autoimmune encephalomyelitis, and arthritis. 5,11 Because of the potential therapeutic application of BET inhibition, we initiated a drug discovery program and recently reported on a fragment-based effort that resulted in a series of isoxazolo [5,4-c]thieno[2,3-e]azepine BET inhibitors exemplified by CPI-3 (Scheme 1). 13 Concurrent with that effort we were interested in exploring a different connectivity within the seven-membered ring that would provide a unique basis for modulation of the physicochemical properties and BET potency of the resultant compounds. Specifically, we hypothesized that changing the cyclic imine to a substituted aniline would retain the concave shape important for specific binding to the bromodomain while providing a different metabolic profile for the series. We were also interested in evaluating a modified linker in combination with the reported triazole binding element 4,5 and in finding a replacement for the thiophene group of CPI-3 because of its potential metabolic instability. Here we describe the resulting benzo [b]isoxazolo- [4,5-d]azepi...