<PAGE>

                                                       Registration No. 333-____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           MAXIM PHARMACEUTICALS, INC.
             (Exact Name of registrant as specified in its charter)

            Delaware                                             87-0279983
-------------------------------                            ---------------------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                     8899 University Center Lane, Suite 400
                           San Diego, California 92122
                           ---------------------------
          (Address, including zip code, of principal executive offices)

 AMENDED AND RESTATED 1993 LONG-TERM INCENTIVE PLAN AND CERTAIN OPTIONS GRANTED
                           TO OFFICERS AND DIRECTORS
                            (Full title of the plan)

                                 Dale A. Sander
         Vice President, Finance, Chief Financial Officer and Secretary
                           Maxim Pharmaceuticals, Inc.
                     8899 University Center Lane, Suite 400
                           San Diego, California 92122
                                 (858) 453-4040
(Name, address, including zip code, and telephone number including area code, of
                               agent for service)

                                    Copy to:
                               Steven Kaplan, Esq.
                                 Arnold & Porter
                              555 12th Street, N.W.
                             Washington, D.C. 20004
                                 (202) 942-5998

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

                         Calculation of Registration Fee

<TABLE>
<CAPTION>

----------------------------- ----------------- --------------------- ---------------------- ----------------
 Title of securities to be      Amount to be      Proposed maximum      Proposed maximum        Amount of
         registered              registered      offering price per    aggregate offering     registration
                                                     unit(1)(2)             price(2)             fee (3)
----------------------------- ----------------- --------------------- ---------------------- ----------------
<S>                           <C>               <C>                   <C>                    <C>
        Common Stock              940,000              45.75               43,005,000           11,353.32
----------------------------- ----------------- --------------------- ---------------------- ----------------
</TABLE>

(1)      Calculated on the basis of the average of the high and low sale prices
         of the Registrant's Common Stock as reported on April 4, 2000 on the
         American Stock Exchange which date is within 5 business days prior to
         the date of the filing of this Registration Statement.

(2)      Estimated solely for the purpose of determining the registration fee in
         accordance with Rule 457(h).

(3)      In addition to the shares being registered by this Registration
         Statement, this Registration Statement also relates to shares of the
         Registrant's Common Stock issuable pursuant to the same employee
         benefit plan for which Registration Statements on Form S-8, Nos.
         333-11375, 333-35669 and 333-47695 are currently effective.
         Registration fees of $1,637.26, $696.00 and $1,614.00 (a portion of the
         $1,614.00 fee covered the registration of 50,000 shares of Common Stock
         pursuant to the Company's 401(K) plan) were paid, respectively, upon
         the initial filings of the Registration Statements registering 800,000,
         200,000 and 300,000 shares of Common Stock, respectively.


<PAGE>

         Pursuant to Rule 429 under the Securities Act of 1933, 814,277 shares
         of Common Stock remaining available for issuance under the Company's
         Amended and Restated 1993 Long-Term Incentive Plan (previously
         registered pursuant to Registration Nos. 333-11375, 333-35669 and
         333-47695) are hereby carried forward to this Registration Statement.


                                      II-2

<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by Maxim Pharmaceuticals, Inc.
("Registrant" or "Company") (File No. 1-14430) with the Securities and Exchange
Commission ("SEC") under the Securities Exchange Act of 1934, as amended
("Exchange Act"), are incorporated herein by reference:

         (a)      The Company's Annual Report on Form 10-K for the year ended
                  September 30, 1999, as amended.

         (b)      The Company's Quarterly Report on Form 10-Q for the quarter
                  ended December 31, 1999.

         (c)      The Company's Form 8-K filed March 2, 2000.

         (d)      The description of the common stock of the Company, par value
                  $.001 per share ("Common Stock"), contained in a registration
                  statement on Form 8-A filed by the Company on June 28, 1996,
                  and any amendments or reports filed for the purpose of
                  updating such description.

         All documents filed by the Registrant after the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which indicates
that all Common Stock offered hereby has been sold or which deregisters such
Common Stock then remaining unsold, shall be deemed to be incorporated in this
Registration Statement by reference and shall be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference in this Registration Statement shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference in
this Registration Statement modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or so superseded, to constitute a part of this Registration Statement.

ITEM 4.           DESCRIPTION OF SECURITIES.

Not Applicable.


                                      II-3
<PAGE>

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The audited financial statements of the Company as of September 30,
1999 and 1998 and for the each of the years in the three year period ended
September 30, 1999 have been incorporated by reference herein in reliance
upon the report of KPMG LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as
experts in accounting and auditing. To the extent that KPMG LLP audits and
reports on financial statements of the Company issued at future dates, and
consents to the use of their report thereon, such financial statements also
will be incorporated herein by reference in reliance upon their report and
said authority.

         Arnold & Porter, special counsel to the Company, has delivered its
legal opinion to the effect that the issuance and sale of the Common Stock
offered hereby have been duly authorized by the Company and that (i) when issued
upon the exercise of the options granted to directors and officers or under the
Amended and Restated 1993 Long-Term Incentive Plan (the "Plan") for legal
consideration of not less than $.001 per share, will be validly issued and will
be fully paid and nonassessable, (ii) when issued upon the exercise of stock
appreciation rights or as incentive shares or performance units in accordance
with the terms of the Plan and for legal consideration of not less than $.001
per share, will be validly issued and will be fully paid and nonassessable, and
(iii) when issued pursuant to the award of restricted stock in accordance with
the terms of the Plan and for legal consideration of not less than $.001 per
share, will be validly issued, and upon the lapse of restrictions provided under
such award, will be fully paid and nonassessable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Bylaws provide that the Company will indemnify its
directors and executive officers and may indemnify other officers, employees and
other agents to the fullest extent permitted by Delaware law. The Company is
also empowered under its Bylaws to enter into indemnification contracts with its
directors and officers and to purchase insurance on behalf of any person whom it
is required or permitted to indemnify. Pursuant to this provision, the Company
has entered into indemnity agreements with each of its directors and officers
and currently maintains directors and officers insurance coverage.

         In addition, the Company's Certificate of Incorporation provides that
to the fullest extent permitted by Delaware law, the Company's directors will
not be liable for monetary damages for breach of the directors' fiduciary duty
of care to the Company and its stockholders. This provision in the Certificate
of Incorporation does not eliminate the duty of care, and in appropriate
circumstances equitable remedies such as an injunction or other forms of
non-monetary relief would remain available under Delaware law. Each director
will continue to be subject to liability for breach of the director's duty of
loyalty to the Company or its stockholders, for acts or omissions not in good
faith or involving intentional misconduct or knowing violations of law, for any
transaction from which the


                                      II-4
<PAGE>

director derived an improper personal benefit, and for unlawful payments of
dividends or unlawful stock purchase or redemption. This provision also does not
affect a director's responsibilities under any other laws, such as the federal
securities laws or state or federal environmental laws.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.           EXHIBITS

         The exhibits listed on the Exhibit Index on page II-9 of this
Registration Statement are filed herewith or are incorporated herein by
reference to other filings.

ITEM 9.           UNDERTAKINGS

         Insofar as indemnification for liabilities arising under the Securities
Act 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 Securities and Exchange 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 expenses
incurred or paid by a director, officer or controlling person of the Registrant
in 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 its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

The 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 of 1933, as amended
                           (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 would not
                           exceed that which was registered) and any deviation
                           from the low or high end


                                      II-5
<PAGE>

                           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% 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 (i) and (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
                           the 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; and

         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.

         The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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 new securities at that time shall be deemed to be the initial
bona fide offering thereof.


                                      II-6
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company 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 San Diego, State of California, on April 7, 2000.

                           MAXIM PHARMACEUTICALS, INC.


                                By:      /s/ Dale A. Sander
                                         -------------------------------
                                         Dale A. Sander
                                         Vice President, Finance and
                                         Chief Financial Officer


                                      II-7
<PAGE>

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Larry G. Stambaugh and Dale A. Sander as
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for the undersigned in his name, place and stead, in any and
all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement and to file the same, with exhibits
thereto and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, full power
and authority to perform each and every act and thing requisite and necessary to
be done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and conforming all that such
attorney-in-fact and agent, or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>

Signature                               Title                                     Date
---------                               -----                                     ----
<S>                                     <C>                                       <C>
/s/ Larry G. Stambaugh                  Chairman of the Board,                    April 7, 2000
-----------------------------           Director, President and CEO (Principal
Larry G. Stambaugh                      Executive Officer)

/s/ Dale A. Sander                      Vice President, Finance and Chief         April 7, 2000
-----------------------------           Financial Officer (Principal Financial
Dale A. Sander                          and Accounting Officer)

/s/ Colin B. Bier                       Director                                  April 7, 2000
-----------------------------
Colin B. Bier, Ph.D.

/s/ Theodor H. Heinrichs                Director                                  April 7, 2000
-----------------------------
Theodor H. Heinrichs

/s/ Gary E. Frashier                    Director                                  April 7, 2000
-----------------------------
Gary E. Frashier

/s/ Per-Olof Martensson                 Director                                  April 7, 2000
-----------------------------
Per-Olof Martensson


                                        Director                                  April 7, 2000
-----------------------------
F. Duwaine Townsen
</TABLE>


                                      II-8

<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<S>                           <C>
Exhibit 4.1                   Amended and Restated 1993 Long-Term Incentive Plan, filed herewith.

Exhibit 4.2                   Form of stock option agreements effective October 26, 1999 issued to
                              directors, filed herewith.

Exhibit 4.3                   Form of stock option agreements effective October 26, 1999 issued to Messrs.
                              Altman, Gehlsen, Sander and Stambaugh, filed herewith.

Exhibit 5                     Opinion of Arnold & Porter, filed herewith.

Exhibit 23.1                  Consent of Arnold & Porter, included in the opinion filed as Exhibit 5 hereto.

Exhibit 23.2                  Consent of KPMG LLP, filed herewith.
</TABLE>


                                      II-9
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 20596}]
{"company-data": {"conformed-name": "MAXIM PHARMACEUTICALS INC", "cik": "0001013351", "assigned-sic": "2833", "irs-number": "870279983", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34398", "film-number": "596575"}, "business-address": {"street1": "8899 UNIVERSITY CENTER LANE", "street2": "STE 400", "city": "SAN DIEGO", "state": "CA", "zip": "92122", "phone": "6194534040"}, "mail-address": {"street1": "8899 UNIVERSITY CENTER LANE", "street2": "STE 400", "city": "SAN DIEGO", "state": "CA", "zip": "92122"}}
Registration No. 333-____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           MAXIM PHARMACEUTICALS, INC.
             (Exact Name of registrant as specified in its charter)

            Delaware                                             87-0279983
-------------------------------                            ---------------------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                     8899 University Center Lane, Suite 400
                           San Diego, California 92122
                           ---------------------------
          (Address, including zip code, of principal executive offices)

 AMENDED AND RESTATED 1993 LONG-TERM INCENTIVE PLAN AND CERTAIN OPTIONS GRANTED
                           TO OFFICERS AND DIRECTORS
                            (Full title of the plan)

                                 Dale A. Sander
         Vice President, Finance, Chief Financial Officer and Secretary
                           Maxim Pharmaceuticals, Inc.
                     8899 University Center Lane, Suite 400
                           San Diego, California 92122
                                 (858) 453-4040
(Name, address, including zip code, and telephone number including area code, of
                               agent for service)

                                    Copy to:
                               Steven Kaplan, Esq.
                                 Arnold & Porter
                              555 12th Street, N.W.
                             Washington, D.C. 20004
                                 (202) 942-5998

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

                         Calculation of Registration Fee
----------------------------- ----------------- --------------------- ---------------------- ----------------
 Title of securities to be      Amount to be      Proposed maximum      Proposed maximum        Amount of
         registered              registered      offering price per    aggregate offering     registration
                                                     unit(1)(2)             price(2)             fee (3)
----------------------------- ----------------- --------------------- ---------------------- ----------------
Common Stock              940,000              45.75               43,005,000           11,353.32
----------------------------- ----------------- --------------------- ---------------------- ----------------
(1)      Calculated on the basis of the average of the high and low sale prices
         of the Registrant's Common Stock as reported on April 4, 2000 on the
         American Stock Exchange which date is within 5 business days prior to
         the date of the filing of this Registration Statement.

(2)      Estimated solely for the purpose of determining the registration fee in
         accordance with Rule 457(h).

(3)      In addition to the shares being registered by this Registration
         Statement, this Registration Statement also relates to shares of the
         Registrant's Common Stock issuable pursuant to the same employee
         benefit plan for which Registration Statements on Form S-8, Nos.
         333-11375, 333-35669 and 333-47695 are currently effective.
         Registration fees of $1,637.26, $696.00 and $1,614.00 (a portion of the
         $1,614.00 fee covered the registration of 50,000 shares of Common Stock
         pursuant to the Company's 401(K) plan) were paid, respectively, upon
         the initial filings of the Registration Statements registering 800,000,
         200,000 and 300,000 shares of Common Stock, respectively.
Pursuant to Rule 429 under the Securities Act of 1933, 814,277 shares
         of Common Stock remaining available for issuance under the Company's
         Amended and Restated 1993 Long-Term Incentive Plan (previously
         registered pursuant to Registration Nos. 333-11375, 333-35669 and
         333-47695) are hereby carried forward to this Registration Statement.

                                      II-2
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by Maxim Pharmaceuticals, Inc.
("Registrant" or "Company") (File No. 1-14430) with the Securities and Exchange
Commission ("SEC") under the Securities Exchange Act of 1934, as amended
("Exchange Act"), are incorporated herein by reference:

         (a)      The Company's Annual Report on Form 10-K for the year ended
                  September 30, 1999, as amended.

         (b)      The Company's Quarterly Report on Form 10-Q for the quarter
                  ended December 31, 1999.

         (c)      The Company's Form 8-K filed March 2, 2000.

         (d)      The description of the common stock of the Company, par value
                  $.001 per share ("Common Stock"), contained in a registration
                  statement on Form 8-A filed by the Company on June 28, 1996,
                  and any amendments or reports filed for the purpose of
                  updating such description.

         All documents filed by the Registrant after the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which indicates
that all Common Stock offered hereby has been sold or which deregisters such
Common Stock then remaining unsold, shall be deemed to be incorporated in this
Registration Statement by reference and shall be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference in this Registration Statement shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference in
this Registration Statement modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or so superseded, to constitute a part of this Registration Statement.

ITEM 4.           DESCRIPTION OF SECURITIES.

Not Applicable.

                                      II-3
ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The audited financial statements of the Company as of September 30,
1999 and 1998 and for the each of the years in the three year period ended
September 30, 1999 have been incorporated by reference herein in reliance
upon the report of KPMG LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as
experts in accounting and auditing. To the extent that KPMG LLP audits and
reports on financial statements of the Company issued at future dates, and
consents to the use of their report thereon, such financial statements also
will be incorporated herein by reference in reliance upon their report and
said authority.

         Arnold & Porter, special counsel to the Company, has delivered its
legal opinion to the effect that the issuance and sale of the Common Stock
offered hereby have been duly authorized by the Company and that (i) when issued
upon the exercise of the options granted to directors and officers or under the
Amended and Restated 1993 Long-Term Incentive Plan (the "Plan") for legal
consideration of not less than $.001 per share, will be validly issued and will
be fully paid and nonassessable, (ii) when issued upon the exercise of stock
appreciation rights or as incentive shares or performance units in accordance
with the terms of the Plan and for legal consideration of not less than $.001
per share, will be validly issued and will be fully paid and nonassessable, and
(iii) when issued pursuant to the award of restricted stock in accordance with
the terms of the Plan and for legal consideration of not less than $.001 per
share, will be validly issued, and upon the lapse of restrictions provided under
such award, will be fully paid and nonassessable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Bylaws provide that the Company will indemnify its
directors and executive officers and may indemnify other officers, employees and
other agents to the fullest extent permitted by Delaware law. The Company is
also empowered under its Bylaws to enter into indemnification contracts with its
directors and officers and to purchase insurance on behalf of any person whom it
is required or permitted to indemnify. Pursuant to this provision, the Company
has entered into indemnity agreements with each of its directors and officers
and currently maintains directors and officers insurance coverage.

         In addition, the Company's Certificate of Incorporation provides that
to the fullest extent permitted by Delaware law, the Company's directors will
not be liable for monetary damages for breach of the directors' fiduciary duty
of care to the Company and its stockholders. This provision in the Certificate
of Incorporation does not eliminate the duty of care, and in appropriate
circumstances equitable remedies such as an injunction or other forms of
non-monetary relief would remain available under Delaware law. Each director
will continue to be subject to liability for breach of the director's duty of
loyalty to the Company or its stockholders, for acts or omissions not in good
faith or involving intentional misconduct or knowing violations of law, for any
transaction from which the

                                      II-4
director derived an improper personal benefit, and for unlawful payments of
dividends or unlawful stock purchase or redemption. This provision also does not
affect a director's responsibilities under any other laws, such as the federal
securities laws or state or federal environmental laws.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.           EXHIBITS

         The exhibits listed on the Exhibit Index on page II-9 of this
Registration Statement are filed herewith or are incorporated herein by
reference to other filings.

ITEM 9.           UNDERTAKINGS

         Insofar as indemnification for liabilities arising under the Securities
Act 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 Securities and Exchange 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 expenses
incurred or paid by a director, officer or controlling person of the Registrant
in 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 its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

The 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 of 1933, as amended
                           (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 would not
                           exceed that which was registered) and any deviation
                           from the low or high end

                                      II-5
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% 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 (i) and (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
                           the 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; and

         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.

         The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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 new securities at that time shall be deemed to be the initial
bona fide offering thereof.

                                      II-6
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company 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 San Diego, State of California, on April 7, 2000.

                           MAXIM PHARMACEUTICALS, INC.

                                By:      /s/ Dale A. Sander
                                         -------------------------------
                                         Dale A. Sander
                                         Vice President, Finance and
                                         Chief Financial Officer

                                      II-7
POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Larry G. Stambaugh and Dale A. Sander as
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for the undersigned in his name, place and stead, in any and
all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement and to file the same, with exhibits
thereto and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, full power
and authority to perform each and every act and thing requisite and necessary to
be done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and conforming all that such
attorney-in-fact and agent, or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature                               Title                                     Date
---------                               -----                                     ----
/s/ Larry G. Stambaugh                  Chairman of the Board,                    April 7, 2000
-----------------------------           Director, President and CEO (Principal
Larry G. Stambaugh                      Executive Officer)

/s/ Dale A. Sander                      Vice President, Finance and Chief         April 7, 2000
-----------------------------           Financial Officer (Principal Financial
Dale A. Sander                          and Accounting Officer)

/s/ Colin B. Bier                       Director                                  April 7, 2000
-----------------------------
Colin B. Bier, Ph.D.

/s/ Theodor H. Heinrichs                Director                                  April 7, 2000
-----------------------------
Theodor H. Heinrichs

/s/ Gary E. Frashier                    Director                                  April 7, 2000
-----------------------------
Gary E. Frashier

/s/ Per-Olof Martensson                 Director                                  April 7, 2000
-----------------------------
Per-Olof Martensson

                                        Director                                  April 7, 2000
-----------------------------
F. Duwaine Townsen
II-8
INDEX TO EXHIBITS
Exhibit 4.1                   Amended and Restated 1993 Long-Term Incentive Plan, filed herewith.

Exhibit 4.2                   Form of stock option agreements effective October 26, 1999 issued to
                              directors, filed herewith.

Exhibit 4.3                   Form of stock option agreements effective October 26, 1999 issued to Messrs.
                              Altman, Gehlsen, Sander and Stambaugh, filed herewith.

Exhibit 5                     Opinion of Arnold & Porter, filed herewith.

Exhibit 23.1                  Consent of Arnold & Porter, included in the opinion filed as Exhibit 5 hereto.

Exhibit 23.2                  Consent of KPMG LLP, filed herewith.
II-9