<PAGE>
      As filed with the Securities and Exchange Commission on June 19, 2002

                                                       Registration No. 333-____

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               ------------------
                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 INFORMAX, INC.
           ---------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             DELAWARE                                   52-1687783
-----------------------------------       --------------------------------------
   (State or other jurisdiction            (I.R.S. Employer Identification No.)
 of incorporation or organization)

                               7600 WISCONSIN AVE.
                                   SUITE 1100
                               BETHESDA, MD 20814
           ---------------------------------------------------------

                    (Address of principal executive offices)

            INFORMAX, INC. AMENDED EQUITY INCENTIVE COMPENSATION PLAN

                            (Full title of the plans)

                                  John M. Green
                           Chief Financial Officer and
                             Chief Operating Officer
                               7600 Wisconsin Ave.
                                   Suite 1100
                               Bethesda, MD 20814
                                 (240) 747-4000
--------------------------------------------------------------------------------
 (Name, address and telephone number, including area code, of agent for service)

                                   Copies to:

                                Michael J. Silver
                             Hogan & Hartson L.L.P.
                        111 S. Calvert Street, Suite 1600
                               Baltimore, MD 21202
                                 (410) 659-2700


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
================================================================================================================================
                                                                  Proposed              Proposed
          Title of securities             Amount to be     maximum offering price   maximum aggregate           Amount of
           to be registered                registered           per share (1)       offering price (1)     registration fee (1)
--------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>              <C>                      <C>                    <C>
  Common Shares, $0.001 par value per       2,200,000              $0.97                $2,134,000               $196.33
               share(2)

================================================================================================================================
</TABLE>

(1) Estimated pursuant to Rule 457(c) and (h) under the Securities Act of 1933,
as amended, solely for purposes of calculating the amount of the registration
fee, based on the average of the high and low prices per share of InforMax, Inc.
Common Stock on June 14, 2002, as reported on The Nasdaq National Market.

(2) Includes Series A Junior Participating Preferred Share Rights attached
thereto, for which no separate fee is payable pursuant to Rule 457(i).



<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                The documents containing the information specified in Part I
will be separately sent or given to employees as specified by Rule 428(b)(1) of
the Securities Act of 1933, as amended (the "Securities Act"). In accordance
with the instructions to Part I of Form S-8, such documents will not be filed
with the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act. These documents and the documents
incorporated by reference pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute the prospectus that meets the requirements
of Section 10(a) of the Securities Act.

                                     PART II
                                        h
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.         INCORPORATION OF DOCUMENTS BY REFERENCE.

                InforMax, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents:

                (a) The Registrant's annual report for the year ended December
                    31, 2001 on Form 10-K filed with the Commission on April 1,
                    2002 (Registration No. 000-31577);

                (b) The Registrant's quarterly report for the period ended March
                    31, 2002 on Form 10-Q filed with the Commission on May 15,
                    2002 and the amendment thereto filed with the Commission on
                    May 21, 2002 (Registration No. 000-31577); and

                (c) The description of the Registrant's Common Stock contained
                    in the Registrant's Registration Statement on Form 8-A filed
                    with the Securities and Exchange Commission on September 20,
                    2000 and registering shares of Common Stock pursuant to
                    Section 12(g) of the Securities Exchange Act of 1934, as
                    amended (the "Exchange Act").

                In addition, all documents filed by the Registrant subsequent to
the date hereof pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange
Act, subsequent to the filing of this Registration Statement and prior to the
filing of a post-effective amendment indicating that all securities offered have
been sold or which deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part of
hereof from the date of the filing of such documents.

                Any statement contained in a document incorporated or deemed to
be incorporated by reference shall be deemed to be modified or superseded to the
extent that a statement contained in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such prior statement. The documents required to be so modified or
superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.

                To the extent that any proxy statement is incorporated by
reference herein, such incorporation shall not include any information contained
in such proxy statement which is not, pursuant to the Commission's rules, deemed
to be "filed" with the Commission or subject to the liabilities of Section 18 of
the Exchange Act.


<PAGE>

ITEM 4.         DESCRIPTION OF SECURITIES.

                Not applicable (the Common Stock is registered under Section 12
of the Exchange Act).

ITEM 5.         INTERESTS OF NAMED EXPERTS AND COUNSEL.

                Not applicable.

ITEM 6.         INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                The Amended and Restated Bylaws of the Company provide for the
indemnification of the Company's directors and officers to the fullest extent
authorized by, and subject to the conditions set forth in the General
Corporation Law of the State of Delaware (the "DGCL"), except that the Company
will indemnify a director or officer in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was
authorized by the Company's Board of Directors. The indemnification provided
under the Amended and Restated Bylaws includes the right to be paid by the
Company the expenses (including attorneys' fees) in advance of any proceeding
for which indemnification may be had in advance of its final disposition,
provided that the payment of such expenses (including attorneys' fees) incurred
by a director or officer in advance of the final disposition of a proceeding
maybe made only upon delivery to the Company of an undertaking by or on behalf
of such director or officer to repay all amounts so paid in advance if it is
ultimately determined that such director or officer is not entitled to be
indemnified. Pursuant to the Amended and Restated Bylaws, if a claim for
indemnification is not paid by the Company within 60 days after a written claim
has been received by the Company, the claimant may at any time thereafter bring
an action against the Company to recover the unpaid amount of the claim, and, if
successful in whole or in part, the claimant will be entitled to be paid also
the expense of prosecuting such action.

                As permitted by the DGCL, the Company's Amended and Restated
Certificate of Incorporation provides that directors of the Company shall not be
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the DGCL, relating to unlawful
payment of dividends or unlawful stock purchase or redemption or (iv) for any
transaction from which the director derived an improper personal benefit. As a
result of this provision, the Company and its stockholders may be unable to
obtain monetary damages from a director for breach of his or her duty of care.

                Under the Amended and Restated Bylaws, the Company has the power
to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Company, or is or was serving at the
request of the Company as a director, officer, employee, partner (limited or
general) or agent of another corporation or of a partnership, joint venture,
limited liability company, trust or other enterprise, against any liability
asserted against such person or incurred by such person in any such capacity, or
arising out of such person's status as such, and related expenses, whether or
not the Company would have the power to indemnify such person against such
liability under the provisions of the DGCL. The Company maintains director and
officer liability insurance on behalf of its directors and officers.

                                    * * * * *



                                       2
<PAGE>

                Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of the expenses incurred or paid by a director, officer or
controlling person of the Registrant of the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by the Registrant is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

ITEM 7.         EXEMPTION FROM REGISTRATION CLAIMED.

                Not applicable.

ITEM 8.         EXHIBITS.

<TABLE>
<CAPTION>
Exhibit
Number                                                  Description
------                                                  -----------
<S>             <C>
4.1             Specimen Stock Certificate (Incorporated by reference from InforMax, Inc.'s
                Registration Statement on Form S-1 (333-41194))
4.2             Rights Agreement dated June 4, 2001 between InforMax, Inc. and American
                Stock Transfer & Trust Company as Rights Agent. (Incorporated by reference
                from InforMax's Form 8-K filed on June 7, 2001)
5.1             Opinion of Hogan & Hartson L.L.P.
23.1            Consent of Deloitte & Touche LLP
23.2            Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)
24.1            Power of Attorney (included on signature page)
99.1            InforMax, Inc. Amended Equity Incentive Compensation Plan
</TABLE>

ITEM 9.         UNDERTAKINGS.

                (a) The undersigned Registrant hereby undertakes:

                        (1) To file, during any period in which offers or sales
                            are being made, a post-effective amendment to this
                            Registration Statement:

                            (i)   To include any prospectus required by Section
                                  10(a)(3) of the Securities Act;

                            (ii)  To reflect in the prospectus any facts or
                                  events arising after the effective date of the
                                  Registration Statement (or the most recent
                                  post-effective amendment thereof) which,
                                  individually or in the aggregate, represent a
                                  fundamental change in the information set
                                  forth in the Registration Statement.
                                  Notwithstanding the foregoing, any increase or
                                  decrease in volume of securities offered (if
                                  the total dollar value of securities offered



                                       3
<PAGE>

                                  would not exceed that which was registered)
                                  and any deviation from the low or high end of
                                  the estimated maximum offering range may be
                                  reflected in the form of prospectus filed with
                                  the Commission pursuant to Rule 424(b) if, in
                                  the aggregate, the changes in volume and price
                                  represent no more than a 20 percent change in
                                  the maximum aggregate offering price set forth
                                  in the "Calculation of Registration Fee" table
                                  in the effective Registration Statement;

                            (iii) To include any material information with
                                  respect to the plan of distribution not
                                  previously disclosed in the Registration
                                  Statement or any material change to such
                                  information in the Registration Statement.

                Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.

                        (2) That, for purposes of determining any liability
                            under the Securities Act, each such post-effective
                            amendment shall be deemed to be a new registration
                            statement relating to the securities offered
                            therein, and the offering of such securities at that
                            time shall be deemed to be the initial bona fide
                            offering thereof.

                        (3) To remove from registration by means of a
                            post-effective amendment any of the securities being
                            registered which remain unsold at the termination of
                            the offering.

                (b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                (c) The undertaking concerning indemnification is set forth
under the response to Item 6.



                                       4
<PAGE>

                                   SIGNATURES

                Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Bethesda, State of Maryland, on June 19, 2002.

                INFORMAX, INC.

                By: /s/ ANDREW P. WHITELEY
                   ----------------------------------------
                   Andrew P. Whiteley
                   Chairman of the Board of Directors,
                   Chief Executive Officer and President

                                POWER OF ATTORNEY

                KNOW BY ALL PERSONS, that each person whose signature appears
below constitutes and appoints Andrew P. Whiteley, and John Green, and each of
them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to prepare and file all
instruments and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

                Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.


<TABLE>
<CAPTION>
       SIGNATURE                                                            TITLE                                   DATE
<S>                                                            <C>                                              <C>

       /s/ ANDREW P. WHITELEY                                  Chairman of the Board of Directors,              June 19, 2002
--------------------------------------                         Chief Executive Officer and
Andrew P. Whiteley                                             President (Principal Executive
                                                               Officer)



       /s/ JOHN M. GREEN                                       Chief Financial Officer and Chief                June 19, 2002
--------------------------------------                         Operating Officer
John M. Green                                                  (Principal Financial Officer)



       /s/ HARRY D'ANDREA                                      Director                                         June 19, 2002
---------------------------------------
Harry D'Andrea


       /s/ HOOKS JOHNSTON                                      Director                                         June 19, 2002
--------------------------------------
Hooks Johnston

       /s/ WEI WU HE                                           Director                                         June 19, 2002
--------------------------------------
Dr. Wei Wu He
</TABLE>



                                       5
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{"company-data": {"conformed-name": "INFORMAX INC", "cik": "0001088724", "assigned-sic": "7371", "irs-number": "521687783", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90796", "film-number": "02682525"}, "business-address": {"street1": "7600 WISCONSIN AVENUE SUITE 1100", "city": "BETHESDA", "state": "MD", "zip": "20814", "phone": "3019842206"}}
As filed with the Securities and Exchange Commission on June 19, 2002

                                                       Registration No. 333-____

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               ------------------
                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 INFORMAX, INC.
           ---------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             DELAWARE                                   52-1687783
-----------------------------------       --------------------------------------
   (State or other jurisdiction            (I.R.S. Employer Identification No.)
 of incorporation or organization)

                               7600 WISCONSIN AVE.
                                   SUITE 1100
                               BETHESDA, MD 20814
           ---------------------------------------------------------

                    (Address of principal executive offices)

            INFORMAX, INC. AMENDED EQUITY INCENTIVE COMPENSATION PLAN

                            (Full title of the plans)

                                  John M. Green
                           Chief Financial Officer and
                             Chief Operating Officer
                               7600 Wisconsin Ave.
                                   Suite 1100
                               Bethesda, MD 20814
                                 (240) 747-4000
--------------------------------------------------------------------------------
 (Name, address and telephone number, including area code, of agent for service)

                                   Copies to:

                                Michael J. Silver
                             Hogan & Hartson L.L.P.
                        111 S. Calvert Street, Suite 1600
                               Baltimore, MD 21202
                                 (410) 659-2700

                         CALCULATION OF REGISTRATION FEE
================================================================================================================================
                                                                  Proposed              Proposed
          Title of securities             Amount to be     maximum offering price   maximum aggregate           Amount of
           to be registered                registered           per share (1)       offering price (1)     registration fee (1)
--------------------------------------------------------------------------------------------------------------------------------
Common Shares, $0.001 par value per       2,200,000              $0.97                $2,134,000               $196.33
               share(2)

================================================================================================================================
(1) Estimated pursuant to Rule 457(c) and (h) under the Securities Act of 1933,
as amended, solely for purposes of calculating the amount of the registration
fee, based on the average of the high and low prices per share of InforMax, Inc.
Common Stock on June 14, 2002, as reported on The Nasdaq National Market.

(2) Includes Series A Junior Participating Preferred Share Rights attached
thereto, for which no separate fee is payable pursuant to Rule 457(i).
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                The documents containing the information specified in Part I
will be separately sent or given to employees as specified by Rule 428(b)(1) of
the Securities Act of 1933, as amended (the "Securities Act"). In accordance
with the instructions to Part I of Form S-8, such documents will not be filed
with the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act. These documents and the documents
incorporated by reference pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute the prospectus that meets the requirements
of Section 10(a) of the Securities Act.

                                     PART II
                                        h
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.         INCORPORATION OF DOCUMENTS BY REFERENCE.

                InforMax, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents:

                (a) The Registrant's annual report for the year ended December
                    31, 2001 on Form 10-K filed with the Commission on April 1,
                    2002 (Registration No. 000-31577);

                (b) The Registrant's quarterly report for the period ended March
                    31, 2002 on Form 10-Q filed with the Commission on May 15,
                    2002 and the amendment thereto filed with the Commission on
                    May 21, 2002 (Registration No. 000-31577); and

                (c) The description of the Registrant's Common Stock contained
                    in the Registrant's Registration Statement on Form 8-A filed
                    with the Securities and Exchange Commission on September 20,
                    2000 and registering shares of Common Stock pursuant to
                    Section 12(g) of the Securities Exchange Act of 1934, as
                    amended (the "Exchange Act").

                In addition, all documents filed by the Registrant subsequent to
the date hereof pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange
Act, subsequent to the filing of this Registration Statement and prior to the
filing of a post-effective amendment indicating that all securities offered have
been sold or which deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part of
hereof from the date of the filing of such documents.

                Any statement contained in a document incorporated or deemed to
be incorporated by reference shall be deemed to be modified or superseded to the
extent that a statement contained in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such prior statement. The documents required to be so modified or
superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.

                To the extent that any proxy statement is incorporated by
reference herein, such incorporation shall not include any information contained
in such proxy statement which is not, pursuant to the Commission's rules, deemed
to be "filed" with the Commission or subject to the liabilities of Section 18 of
the Exchange Act.
ITEM 4.         DESCRIPTION OF SECURITIES.

                Not applicable (the Common Stock is registered under Section 12
of the Exchange Act).

ITEM 5.         INTERESTS OF NAMED EXPERTS AND COUNSEL.

                Not applicable.

ITEM 6.         INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                The Amended and Restated Bylaws of the Company provide for the
indemnification of the Company's directors and officers to the fullest extent
authorized by, and subject to the conditions set forth in the General
Corporation Law of the State of Delaware (the "DGCL"), except that the Company
will indemnify a director or officer in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was
authorized by the Company's Board of Directors. The indemnification provided
under the Amended and Restated Bylaws includes the right to be paid by the
Company the expenses (including attorneys' fees) in advance of any proceeding
for which indemnification may be had in advance of its final disposition,
provided that the payment of such expenses (including attorneys' fees) incurred
by a director or officer in advance of the final disposition of a proceeding
maybe made only upon delivery to the Company of an undertaking by or on behalf
of such director or officer to repay all amounts so paid in advance if it is
ultimately determined that such director or officer is not entitled to be
indemnified. Pursuant to the Amended and Restated Bylaws, if a claim for
indemnification is not paid by the Company within 60 days after a written claim
has been received by the Company, the claimant may at any time thereafter bring
an action against the Company to recover the unpaid amount of the claim, and, if
successful in whole or in part, the claimant will be entitled to be paid also
the expense of prosecuting such action.

                As permitted by the DGCL, the Company's Amended and Restated
Certificate of Incorporation provides that directors of the Company shall not be
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the DGCL, relating to unlawful
payment of dividends or unlawful stock purchase or redemption or (iv) for any
transaction from which the director derived an improper personal benefit. As a
result of this provision, the Company and its stockholders may be unable to
obtain monetary damages from a director for breach of his or her duty of care.

                Under the Amended and Restated Bylaws, the Company has the power
to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Company, or is or was serving at the
request of the Company as a director, officer, employee, partner (limited or
general) or agent of another corporation or of a partnership, joint venture,
limited liability company, trust or other enterprise, against any liability
asserted against such person or incurred by such person in any such capacity, or
arising out of such person's status as such, and related expenses, whether or
not the Company would have the power to indemnify such person against such
liability under the provisions of the DGCL. The Company maintains director and
officer liability insurance on behalf of its directors and officers.

                                    * * * * *

                                       2
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of the expenses incurred or paid by a director, officer or
controlling person of the Registrant of the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by the Registrant is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

ITEM 7.         EXEMPTION FROM REGISTRATION CLAIMED.

                Not applicable.

ITEM 8.         EXHIBITS.
Exhibit
Number                                                  Description
------                                                  -----------
4.1             Specimen Stock Certificate (Incorporated by reference from InforMax, Inc.'s
                Registration Statement on Form S-1 (333-41194))
4.2             Rights Agreement dated June 4, 2001 between InforMax, Inc. and American
                Stock Transfer & Trust Company as Rights Agent. (Incorporated by reference
                from InforMax's Form 8-K filed on June 7, 2001)
5.1             Opinion of Hogan & Hartson L.L.P.
23.1            Consent of Deloitte & Touche LLP
23.2            Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)
24.1            Power of Attorney (included on signature page)
99.1            InforMax, Inc. Amended Equity Incentive Compensation Plan
ITEM 9.         UNDERTAKINGS.

                (a) The undersigned Registrant hereby undertakes:

                        (1) To file, during any period in which offers or sales
                            are being made, a post-effective amendment to this
                            Registration Statement:

                            (i)   To include any prospectus required by Section
                                  10(a)(3) of the Securities Act;

                            (ii)  To reflect in the prospectus any facts or
                                  events arising after the effective date of the
                                  Registration Statement (or the most recent
                                  post-effective amendment thereof) which,
                                  individually or in the aggregate, represent a
                                  fundamental change in the information set
                                  forth in the Registration Statement.
                                  Notwithstanding the foregoing, any increase or
                                  decrease in volume of securities offered (if
                                  the total dollar value of securities offered

                                       3
would not exceed that which was registered)
                                  and any deviation from the low or high end of
                                  the estimated maximum offering range may be
                                  reflected in the form of prospectus filed with
                                  the Commission pursuant to Rule 424(b) if, in
                                  the aggregate, the changes in volume and price
                                  represent no more than a 20 percent change in
                                  the maximum aggregate offering price set forth
                                  in the "Calculation of Registration Fee" table
                                  in the effective Registration Statement;

                            (iii) To include any material information with
                                  respect to the plan of distribution not
                                  previously disclosed in the Registration
                                  Statement or any material change to such
                                  information in the Registration Statement.

                Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.

                        (2) That, for purposes of determining any liability
                            under the Securities Act, each such post-effective
                            amendment shall be deemed to be a new registration
                            statement relating to the securities offered
                            therein, and the offering of such securities at that
                            time shall be deemed to be the initial bona fide
                            offering thereof.

                        (3) To remove from registration by means of a
                            post-effective amendment any of the securities being
                            registered which remain unsold at the termination of
                            the offering.

                (b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                (c) The undertaking concerning indemnification is set forth
under the response to Item 6.

                                       4
SIGNATURES

                Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Bethesda, State of Maryland, on June 19, 2002.

                INFORMAX, INC.

                By: /s/ ANDREW P. WHITELEY
                   ----------------------------------------
                   Andrew P. Whiteley
                   Chairman of the Board of Directors,
                   Chief Executive Officer and President

                                POWER OF ATTORNEY

                KNOW BY ALL PERSONS, that each person whose signature appears
below constitutes and appoints Andrew P. Whiteley, and John Green, and each of
them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to prepare and file all
instruments and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

                Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE                                                            TITLE                                   DATE
/s/ ANDREW P. WHITELEY                                  Chairman of the Board of Directors,              June 19, 2002
--------------------------------------                         Chief Executive Officer and
Andrew P. Whiteley                                             President (Principal Executive
                                                               Officer)

       /s/ JOHN M. GREEN                                       Chief Financial Officer and Chief                June 19, 2002
--------------------------------------                         Operating Officer
John M. Green                                                  (Principal Financial Officer)

       /s/ HARRY D'ANDREA                                      Director                                         June 19, 2002
---------------------------------------
Harry D'Andrea

       /s/ HOOKS JOHNSTON                                      Director                                         June 19, 2002
--------------------------------------
Hooks Johnston

       /s/ WEI WU HE                                           Director                                         June 19, 2002
--------------------------------------
Dr. Wei Wu He
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