<PAGE>
     As filed with the Securities and Exchange Commission on March 22, 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. 2001 EMPLOYEE STOCK OPTION 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             656,391                 $2.73(a)               $1,791,947(a)             $165.00(a)
    value per share                     843,609                 $1.84(b)               $1,552,241(b)             $143.00(b)
</TABLE>


(1) Pursuant to Rule 457 (c) and (h), the proposed maximum offering price per
share, proposed maximum aggregate offering price and the amount of the
registration fee are based on (a) the weighted average option exercise price of
$2.73 for the 656,391 shares issuable upon exercise of outstanding options under
the InforMax, Inc. 2001 Employee Stock Option Plan (the "Plan") as of March 21,
2002, (b) the average of the high and low prices per share of $1.84 per share of
InforMax, Inc. Common Stock on The Nasdaq Stock Market's National Market on
March 21, 2002, for the 843,609 shares otherwise issuable under the Plan as of
March 21, 2002. Pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate number of shares to be
offered or sold pursuant to the Plan described herein that may be issued as a
result of the antidilution and other adjustment provisions therein. The
registration fee has been calculated pursuant to Section 6(b) of the Securities
Act as the product of .000092 and the maximum offering price.
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

            InforMax, Inc. (the "Registrant") will separately send or give
documents containing the information required to be provided in this Part I to
its employees participating in the InforMax, Inc. 2001 Employee Stock Option
Plan (the "Plan"), as contemplated by Rule 428(b)(1) under the Securities Act of
1933, as amended (the "Securities Act"). In accordance with the instructions to
Part I of Form S-8, the Registrant will not file these documents 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 under the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.    INCORPORATION BY REFERENCE.

            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, 2000
            on Form 10-K dated March 30, 2001 (Registration No. 000-31577);

      (b)   The Registrant's quarterly reports for the periods ended March 1,
            2001, June 30, 2001 and September 30, 2001 on Form 10-Q
            (Registration No. 000-31577);

      (c)   The Registrant's current report dated June 7, 2001 on Form 8-K
            (Registration No. 000-31577); and

      (d)   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
<PAGE>
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.

            The Company's Common Stock is registered with the Commission under
Section 12 of the Exchange Act.


ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

            A partner of Hogan & Hartson L.L.P., counsel to the Registrant,
beneficially owns 99,934 shares of Common Stock of the Registrant.

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


                                       2
<PAGE>
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.

                        *     *     *     *     *

            Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to trustees, 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 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 trustee, officer or controlling person of the
Registrant of the successful defense of any action, suit or proceeding) is
asserted by such trustee, 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 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       Restated Certificate of Incorporation (Incorporated herein
          by reference to Exhibit 3.2 to Amendment No. 2 to the
          Registrant's Registration Statement on Form S-1 (Reg. No.
          333-41194) filed on September 12, 2000).

4.2       Restated Bylaws (Incorporated herein by reference to Exhibit 3.1 to
          the Registrant's quarterly report for the period ended September 30,
          2001 on Form 10-Q (File No. 000-31577) filed on November 4, 2001).
</TABLE>


                                       3
<PAGE>
<TABLE>
<S>       <C>
4.3       Specimen Common Stock Certificate (Incorporated herein by
          reference to Exhibit 4.1 to the Amendment No. 4 to the
          Registrant's Registration Statement on Form S-1 (Reg. No.
          333-41194) filed on September 27, 2000).

4.4       InforMax, Inc. 2001 Employee Stock Option Plan.*

4.5       Rights Agreement dated as of June 4, 2001, between the
          Company and American Stock Transfer & Trust Company, as Rights Agent
          (Incorporated herein by reference to Exhibit 99.1 to the Registrant's
          Current Reposition on Form 8-K (File No. 000-31577) filed on June 7,
          2001).

5.1       Opinion of Hogan & Hartson L.L.P.*

23.1      Consent of Hogan & Hartson L.L.P. (contained in Exhibit
          5.1)*

23.2      Consent of Deloitte & Touche LLP *

24        Power of Attorney (contained on the Signature Pages)*
</TABLE>


-----------

* Filed herewith.



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;

                  (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;


                                       4
<PAGE>
            provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
            apply if 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 Section 15(d) of the
            Exchange Act that are incorporated by reference in this Registration
            Statement.

            (2) That, for the purpose 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 that is incorporated
            by reference in this 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.

      (d)   The undersigned Registrant hereby undertakes to deliver or cause
            to be delivered with the prospectus, to each person to whom the
            prospectus is sent or given, the latest annual report, to
            security holders that is incorporated by reference in the
            prospectus and furnished pursuant to and meeting the requirements
            of Rule 14a-3 or 14c-3 under the Securities Exchange Act of 1934;
            and, where interim financial information required to be presented
            by Article 3 of Regulation S-X is not set forth in the
            prospectus, to deliver, or cause to be delivered to each person
            to whom the prospectus is sent or given, the latest quarterly
            report that is specifically incorporated by reference in the
            prospectus to provide such interim financial information.


                                       5
<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 February 28, 2002.

                InforMax, Inc.

            By: /S/Dr. Alex Titomirov
                ---------------------------------
                Dr. Alex Titomirov
                Chief Executive Officer and Chairman of the Board


                                POWER OF ATTORNEY

            KNOW BY ALL PERSONS, that each person whose signature appears below
constitutes and appoints, Dr. Alex Titomirov, 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/ Dr. Alex Titomirov                                  Chairman of the Board of               February 28, 2002
    ----------------------------------------                Directors (Principal
    Dr. Alex Titomirov                                      Executive Officer)


    /S/ John Green                                          Chief Financial Officer                February 28, 2002
    ----------------------------------------                (Principal Financial Officer)
    John Green


    /S/ Harry D'Andrea                                      Director                               February 28, 2002
    --------------------------------
    Harry D'Andrea


    /S/ Hooks Johnston                                      Director                               February 28, 2002
    --------------------------------
    Hooks Johnston

    /S/ Dr. Wei Wu He                                       Director                               February 28, 2002
    --------------------------------
    Dr. Wei Wu He

    /S/ Andrew Whiteley                                     Director                               February 28, 2002
    --------------------------------
    Andrew Whiteley
</TABLE>


                                       6
<PAGE>
ITEM 8.

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number                            Description
------                            -----------
<S>       <C>
4.1       Restated Certificate of Incorporation (Incorporated herein
          by reference to Exhibit 3.2 to Amendment No. 2 to the
          Registrant's Registration Statement on Form S-1 (Reg. No.
          333-41194) filed on September 12, 2000).

4.2       Restated Bylaws (Incorporated herein by reference to Exhibit 3.1 to
          the Registrant's quarterly report for the period ended September 30,
          2001 on Form 10-Q (File No. 000-31577) filed on November 4, 2001).

4.3       Specimen Common Stock Certificate (Incorporated herein by
          reference to Exhibit 4.1 to the Amendment No. 4 to the
          Registrant's Registration Statement on Form S-1 (Reg. No.
          333-41194) filed on September 27, 2000).

4.4       InforMax, Inc. 2001 Employee Stock Option Plan.*

4.5       Rights Agreement dated as of June 4, 2001, between the
          Company and American Stock Transfer & Trust Company, as Rights Agent
          (Incorporated herein by reference to Exhibit 99.1 to the Registrant's
          Current Reposition on Form 8-K (File No. 000-31577) filed on June 7,
          2001).

5.1       Opinion of Hogan & Hartson L.L.P.*

23.1      Consent of Hogan & Hartson L.L.P. (contained in Exhibit
          5.1)*

23.2      Consent of Deloitte & Touche LLP *

24        Power of Attorney (contained on the Signature Pages)*
</TABLE>


-----------

* Filed herewith.
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As filed with the Securities and Exchange Commission on March 22, 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. 2001 EMPLOYEE STOCK OPTION 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             656,391                 $2.73(a)               $1,791,947(a)             $165.00(a)
    value per share                     843,609                 $1.84(b)               $1,552,241(b)             $143.00(b)
(1) Pursuant to Rule 457 (c) and (h), the proposed maximum offering price per
share, proposed maximum aggregate offering price and the amount of the
registration fee are based on (a) the weighted average option exercise price of
$2.73 for the 656,391 shares issuable upon exercise of outstanding options under
the InforMax, Inc. 2001 Employee Stock Option Plan (the "Plan") as of March 21,
2002, (b) the average of the high and low prices per share of $1.84 per share of
InforMax, Inc. Common Stock on The Nasdaq Stock Market's National Market on
March 21, 2002, for the 843,609 shares otherwise issuable under the Plan as of
March 21, 2002. Pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate number of shares to be
offered or sold pursuant to the Plan described herein that may be issued as a
result of the antidilution and other adjustment provisions therein. The
registration fee has been calculated pursuant to Section 6(b) of the Securities
Act as the product of .000092 and the maximum offering price.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

            InforMax, Inc. (the "Registrant") will separately send or give
documents containing the information required to be provided in this Part I to
its employees participating in the InforMax, Inc. 2001 Employee Stock Option
Plan (the "Plan"), as contemplated by Rule 428(b)(1) under the Securities Act of
1933, as amended (the "Securities Act"). In accordance with the instructions to
Part I of Form S-8, the Registrant will not file these documents 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 under the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.    INCORPORATION BY REFERENCE.

            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, 2000
            on Form 10-K dated March 30, 2001 (Registration No. 000-31577);

      (b)   The Registrant's quarterly reports for the periods ended March 1,
            2001, June 30, 2001 and September 30, 2001 on Form 10-Q
            (Registration No. 000-31577);

      (c)   The Registrant's current report dated June 7, 2001 on Form 8-K
            (Registration No. 000-31577); and

      (d)   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.

            The Company's Common Stock is registered with the Commission under
Section 12 of the Exchange Act.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

            A partner of Hogan & Hartson L.L.P., counsel to the Registrant,
beneficially owns 99,934 shares of Common Stock of the Registrant.

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

                                       2
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.

                        *     *     *     *     *

            Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to trustees, 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 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 trustee, officer or controlling person of the
Registrant of the successful defense of any action, suit or proceeding) is
asserted by such trustee, 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 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       Restated Certificate of Incorporation (Incorporated herein
          by reference to Exhibit 3.2 to Amendment No. 2 to the
          Registrant's Registration Statement on Form S-1 (Reg. No.
          333-41194) filed on September 12, 2000).

4.2       Restated Bylaws (Incorporated herein by reference to Exhibit 3.1 to
          the Registrant's quarterly report for the period ended September 30,
          2001 on Form 10-Q (File No. 000-31577) filed on November 4, 2001).
3
4.3       Specimen Common Stock Certificate (Incorporated herein by
          reference to Exhibit 4.1 to the Amendment No. 4 to the
          Registrant's Registration Statement on Form S-1 (Reg. No.
          333-41194) filed on September 27, 2000).

4.4       InforMax, Inc. 2001 Employee Stock Option Plan.*

4.5       Rights Agreement dated as of June 4, 2001, between the
          Company and American Stock Transfer & Trust Company, as Rights Agent
          (Incorporated herein by reference to Exhibit 99.1 to the Registrant's
          Current Reposition on Form 8-K (File No. 000-31577) filed on June 7,
          2001).

5.1       Opinion of Hogan & Hartson L.L.P.*

23.1      Consent of Hogan & Hartson L.L.P. (contained in Exhibit
          5.1)*

23.2      Consent of Deloitte & Touche LLP *

24        Power of Attorney (contained on the Signature Pages)*
-----------

* Filed herewith.

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;

                  (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;

                                       4
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
            apply if 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 Section 15(d) of the
            Exchange Act that are incorporated by reference in this Registration
            Statement.

            (2) That, for the purpose 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 that is incorporated
            by reference in this 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.

      (d)   The undersigned Registrant hereby undertakes to deliver or cause
            to be delivered with the prospectus, to each person to whom the
            prospectus is sent or given, the latest annual report, to
            security holders that is incorporated by reference in the
            prospectus and furnished pursuant to and meeting the requirements
            of Rule 14a-3 or 14c-3 under the Securities Exchange Act of 1934;
            and, where interim financial information required to be presented
            by Article 3 of Regulation S-X is not set forth in the
            prospectus, to deliver, or cause to be delivered to each person
            to whom the prospectus is sent or given, the latest quarterly
            report that is specifically incorporated by reference in the
            prospectus to provide such interim financial information.

                                       5
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 February 28, 2002.

                InforMax, Inc.

            By: /S/Dr. Alex Titomirov
                ---------------------------------
                Dr. Alex Titomirov
                Chief Executive Officer and Chairman of the Board

                                POWER OF ATTORNEY

            KNOW BY ALL PERSONS, that each person whose signature appears below
constitutes and appoints, Dr. Alex Titomirov, 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/ Dr. Alex Titomirov                                  Chairman of the Board of               February 28, 2002
    ----------------------------------------                Directors (Principal
    Dr. Alex Titomirov                                      Executive Officer)

    /S/ John Green                                          Chief Financial Officer                February 28, 2002
    ----------------------------------------                (Principal Financial Officer)
    John Green

    /S/ Harry D'Andrea                                      Director                               February 28, 2002
    --------------------------------
    Harry D'Andrea

    /S/ Hooks Johnston                                      Director                               February 28, 2002
    --------------------------------
    Hooks Johnston

    /S/ Dr. Wei Wu He                                       Director                               February 28, 2002
    --------------------------------
    Dr. Wei Wu He

    /S/ Andrew Whiteley                                     Director                               February 28, 2002
    --------------------------------
    Andrew Whiteley
6
ITEM 8.

                                  EXHIBIT INDEX
Exhibit
Number                            Description
------                            -----------
4.1       Restated Certificate of Incorporation (Incorporated herein
          by reference to Exhibit 3.2 to Amendment No. 2 to the
          Registrant's Registration Statement on Form S-1 (Reg. No.
          333-41194) filed on September 12, 2000).

4.2       Restated Bylaws (Incorporated herein by reference to Exhibit 3.1 to
          the Registrant's quarterly report for the period ended September 30,
          2001 on Form 10-Q (File No. 000-31577) filed on November 4, 2001).

4.3       Specimen Common Stock Certificate (Incorporated herein by
          reference to Exhibit 4.1 to the Amendment No. 4 to the
          Registrant's Registration Statement on Form S-1 (Reg. No.
          333-41194) filed on September 27, 2000).

4.4       InforMax, Inc. 2001 Employee Stock Option Plan.*

4.5       Rights Agreement dated as of June 4, 2001, between the
          Company and American Stock Transfer & Trust Company, as Rights Agent
          (Incorporated herein by reference to Exhibit 99.1 to the Registrant's
          Current Reposition on Form 8-K (File No. 000-31577) filed on June 7,
          2001).

5.1       Opinion of Hogan & Hartson L.L.P.*

23.1      Consent of Hogan & Hartson L.L.P. (contained in Exhibit
          5.1)*

23.2      Consent of Deloitte & Touche LLP *

24        Power of Attorney (contained on the Signature Pages)*
-----------

* Filed herewith.