AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 19, 2000
REGISTRATION NO. 333-41194
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
INFORMAX, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 7371 56-1687783
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
------------------
6010 EXECUTIVE BOULEVARD, 10TH FLOOR, ROCKVILLE, MD 20852, (301) 984-2206
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
JOSEPH E. LEHNEN
CHIEF FINANCIAL OFFICER
6010 EXECUTIVE BOULEVARD, 10TH FLOOR
ROCKVILLE, MD 20852
(301) 984-2206
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------
COPIES TO:
<TABLE>
<S> <C>
MICHAEL J. SILVER JEFFREY E. COHEN
Hogan & Hartson L.L.P. Coudert Brothers
111 S. Calvert Street, Suite 1600 1114 Avenue of the Americas
Baltimore, MD 21202 New York, NY 10036
(410) 659-2700 (212) 626-4400
</TABLE>
------------------
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the Effective Date of this Registration Statement.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
================================================================================
<PAGE>
EXPLANATORY NOTE
This Amendment No. 3 to the Registration Statement is being filed solely to
file three alternate pages for the prospectus contained in Amendment No. 2 to
the Registration Statement filed on September 12, 2000, and to file Exhibit 1.1
to the Registration Statement. The alternate pages, marked "Alternate Page,"
will only be used with copies of the prospectus delivered outside of the United
States to non-U.S. persons. With the exception of these three alternate pages,
the prospectus to be delivered outside of the United States to non-U.S. persons
is identical to that contained in Amendment No. 2 to the Registration Statement.
<PAGE>
[Alternate Page]
SUBJECT TO COMPLETION, DATED SEPTEMBER 19, 2000
PRELIMINARY PROSPECTUS
5,000,000 SHARES
[GRAPHIC OMITTED]
COMMON STOCK
------------------
This is an initial public offering of 5,000,000 shares of common stock of
InforMax, Inc. We are selling all of the shares of common stock offered under
this prospectus.
We expect the public offering price for our common stock to be between
$14.00 and $16.00 per share. There is currently no public market for our common
stock. We have applied to have our common stock approved for listing on the
Nasdaq National Market under the symbol "INMX."
SEE "RISK FACTORS" BEGINNING ON PAGE 9 TO READ ABOUT RISKS THAT YOU SHOULD
CONSIDER BEFORE BUYING SHARES OF OUR COMMON STOCK.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED ON THE ADEQUACY OR
ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
------------------
<TABLE>
<CAPTION>
PER SHARE TOTAL
----------- ----------
<S> <C> <C>
Public offering price ........................... $ $
Underwriting discounts and commissions .......... $ $
Proceeds to InforMax, Inc. ...................... $ $
</TABLE>
------------------
We have granted the underwriters a 30-day option to purchase up to an
additional 750,000 shares of common stock from us at the initial public
offering price less the underwriting discount.
The underwriters are severally underwriting the shares being offered. The
underwriters expect to deliver the shares in New York, New York on , 2000.
------------------
BEAR, STEARNS INTERNATIONAL LIMITED
U.S. BANCORP PIPER JAFFRAY
ADAMS, HARKNESS & HILL, INC.
The date of this prospectus is , 2000
THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS
IS NOT AN OFFER TO SELL THESE SECURITIES, AND IT IS NOT SOLICITING AN OFFER TO
BUY THESE SECURITIES, IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT
PERMITTED.
<PAGE>
[Alternate Page]
No action has been or will be taken in any jurisdiction by us or any
underwriter that would permit a public offering of the common stock or
possession or distribution of this prospectus in any jurisdiction where action
for that purpose is required, other than in the United States. Persons into
whose possession this prospectus comes are required by us and the underwriters
to inform themselves about, and to observe any restrictions as to, the offering
of the common stock and the distribution of this prospectus.
The shares may not be offered to persons in the United Kingdom other than
in circumstances which are deemed not to be an offer to the public in the
United Kingdom for the purposes of the Public Offers of Securities Regulations
1995. Neither this prospectus, nor any other document issued in connection with
the offering of the shares may be issued to any person in the United Kingdom
unless that person is of a kind described in Article 11(3) of the Financial
Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996 (as
amended) or is a person to whom such document may be otherwise lawfully issued.
<PAGE>
[Alternate Page]
================================================================================
You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. We are offering to sell, and seeking offers to
buy, shares of common stock only in jurisdictions where offers and sales are
permitted. The information contained in this prospectus is accurate only as of
the date of this prospectus, regardless of the time of delivery of this
prospectus or of any sale of our common stock.
Until , 2000, all dealers effecting transactions in the common
stock of InforMax, Inc., whether or not participating in this offering, may be
required to deliver a prospectus. This is in addition to the obligation of
dealers to deliver a prospectus when acting as underwriters and with respect to
their unsold allotments or subscriptions.
-----------------
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary ........................... 3
Risk Factors ................................. 9
Special Note Regarding
Forward-Looking Statements ................ 18
Use of Proceeds .............................. 19
Dividend Policy .............................. 19
Capitalization ............................... 20
Dilution ..................................... 22
Selected Consolidated Financial Data ......... 23
Management's Discussion and Analysis
of Financial Condition and
Results of Operations ..................... 25
Business ..................................... 35
Management ................................... 53
Certain Transactions ......................... 63
Principal Stockholders ....................... 65
Description of Capital Stock ................. 67
Shares Eligible for Future Sale .............. 71
Underwriting ................................. 73
Legal Matters ................................ 76
Experts ...................................... 76
Additional Information ....................... 76
Index to Consolidated Financial
Statements ................................ F-1
</TABLE>
================================================================================
================================================================================
[GRAPHIC OMITTED]
5,000,000 SHARES
COMMON STOCK
----------
PROSPECTUS
----------
BEAR, STEARNS
INTERNATIONAL LIMITED
U.S. BANCORP PIPER JAFFRAY
ADAMS, HARKNESS & HILL, INC.
, 2000
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses payable by us in
connection with the registration of the securities offered hereby. All of the
amounts shown are estimated except the Securities and Exchange Commission
registration fee, the NASD filing fee and the Nasdaq National Market listing
fee.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee. ......... $ 24,288
NASD filing fee .............................................. $ 9,700
Nasdaq National Market listing fee ........................... $ 95,000
Transfer agent's and registrar's fees. ....................... $ 10,000
Printing expenses ............................................ $ 200,000
Legal fees and expenses ...................................... $ 500,000
Accounting fees and expenses ................................. $ 300,000
Miscellaneous expenses ....................................... $ 61,012
==========
Total .................................................... $1,200,000
==========
</TABLE>
ITEM 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Under Section 145 of the General Corporate Law of the State of Delaware,
InforMax has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act"). InforMax's bylaws
(Exhibit 3.2 hereto) also provide for mandatory indemnification of its
directors and executive officers.
InforMax's certificate of incorporation (Exhibit 3.1 hereto) provides that
the liability of its directors for monetary damages shall be eliminated to the
fullest extent permissible under Delaware law. Pursuant to Delaware law, this
includes elimination of liability for monetary damages for breach of the
directors' fiduciary duty of care to InforMax and its stockholders. These
provisions do not eliminate the directors' duty of care and, in appropriate
circumstances, equitable remedies such as injunctive or other forms of
non-monetary relief will remain available under Delaware law. In addition, each
director will continue to be subject to liability for breach of the director's
duty of loyalty to InforMax, for acts or omissions not in good faith or
involving intentional misconduct, for knowing violations of law, for any
transaction from which the director derived an improper personal benefit, and
for payment of dividends or approval of stock repurchases or redemptions that
are unlawful under Delaware law. The 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.
InforMax intends to obtain in conjunction with the effectiveness of this
registration statement a policy of directors' and officers' liability insurance
that insures InforMax's directors and officers against the cost of defense,
settlement or payment of a judgment under certain circumstances.
The underwriting agreement filed as Exhibit 1.1 to this registration
statement provides for indemnification by the underwriters of InforMax and its
officers and directors for certain liabilities arising under the Securities
Act.
II-1
<PAGE>
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
During the past three years, the registrant has issued unregistered
securities to a limited number of persons as described below (all common stock
amounts are on a post-split basis).
(1) In August 2000, we issued 950,747 shares of our Series B preferred stock to
Amersham Pharmacia Biotech, Inc., in exchange for $10 million in cash.
(2) In June 2000, we issued 313,909 shares of our common stock to an accredited
investor for approximately $2 million, or $6.37 per share. In exchange for
the rendering of certain consulting services, we also issued to the same
accredited investor warrants exercisable for 25,050 shares of our common
stock at $6.37 per share, subject to certain adjustments.
(3) In June 2000, we issued an aggregate of 243,282 shares of our common stock
to three accredited investors for approximately $1.55 million, or $6.37
per share.
(4) In June 2000, we issued warrants exercisable for 15,030 shares of our
common stock with an exercise price of $5.99 per share. The warrants were
issued in connection with a $3 million bridge loan financing and we
received $0.006 per warrant.
(5) In connection with an equipment line, a revolving line of credit and a
bridge loan, we have issued notes to the lender covering any outstanding
amounts under the credit facilities.
(6) In June 1999, we issued 2,161,265 shares of our Series A preferred stock to
FBR Technology Venture Partners II, in exchange for $4,000,000 in cash.
(7) In March 1998, we issued 734,967 shares of our common stock to Dr.
Titomirov and two investors in exchange for $4,401.
(8) We have, from time to time, granted options and restricted stock grants to
employees, consultants and directors. The following table sets forth
certain information regarding such grants:
<TABLE>
<CAPTION>
YEAR NUMBER OF SHARES RANGE OF EXERCISE PRICE
---------------------- ------------------ ------------------------
<S> <C> <C>
1997 1,569,967 $ 0.006
1998 167,000 $ 0.006
1999 14,932,487 $ 0.299
1/1/2000 - 8/23/2000 1,191,581 $0.299 - $6.371
</TABLE>
The sale and issuance of securities in the transactions described above
were exempt from registration under the Securities Act in reliance on Section
4(2) of the Securities Act or Regulation D promulgated thereunder as
transactions by an issuer not involving a public offering, where the purchasers
were sophisticated investors who represented their intention to acquire
securities for investment only and not with a view to distribution and received
or had access to adequate information about InforMax.
No underwriters were employed in the above transactions.
II-2
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
------------- ---------------------------------------------------------------------------------
<S> <C>
1.1 Form of Underwriting Agreement
3.1 Second Restated Certificate of Incorporation of InforMax, Inc. as amended by Certificate of
Amendment to the Certificate of Incorporation dated September 11, 2000.+
3.2 Form of Restated Certificate of Incorporation (proposed, post-offering)+
3.3 Second Amended and Restated Bylaws of InforMax, Inc.+
3.4 Form of Restated Bylaws (proposed, post-offering)+
4.1 Specimen Common Stock Certificate *
5.1 Opinion of Hogan & Hartson L.L.P. *
10.1 InforMax, Inc. Equity Incentive Plan, Amendment No. 1 thereto dated July 11,
1999 and Amendment No. 2 thereto dated January 25, 2000+
10.2 Employment Agreement between Joseph Lehnen and InforMax, Inc. dated
April 1, 1999+
10.3 Employment Agreement between Timothy Sullivan and InforMax, Inc. dated
April 1, 1999+
10.4 Amended and Restated Investor Rights Agreement between InforMax, Inc.,
FBR Technology Venture Partners II, L.P. and Amersham Pharmacia Biotech,
Inc. dated August 16, 2000+
10.5 Non-Preferred Holder Rights Agreement between InforMax, Inc. and each of
the Weiss, Peck & Greer entities noted in the Principal Stockholders table dated
March 29, 2000+
10.6 Shareholder's Agreement among InforMax, Inc., Dr. Alex Titomirov, Dr. James
Bernstein and certain other stockholders, and Amendment No. 1 thereto dated
August 17, 1999, and Amendment No. 2 thereto dated March 29, 2000+
10.7 Loan Agreement between InforMax, Inc. and PNC Bank, National Association
dated May 6, 1999, Amendment No. 1 thereto dated August 6, 1999,
Amendment No. 2 thereto dated November 30, 1999, Amendment No. 3 thereto
dated February 7, 2000, Amendment No. 4 thereto dated February 29, 2000 and
Amendment No. 5 thereto dated June 19, 2000+
10.8 Second Amended and Restated Revolving Credit Note dated February 7, 2000+
10.9 Third Amended and Restated Line of Credit Note dated February 7, 2000+
10.10 Security Agreement between InforMax, Inc. and PNC Bank, National
Association dated May 6, 1999+
10.11 Office Lease Agreement between InforMax, Inc. and Jemal Cayre 6010
Executive Blvd. L.L.C. dated March 31, 1999, Addendum No. 1 thereto dated
July 8, 1999 and Addendum No. 2 thereto dated February 1, 2000 and
Addendum No. 3 thereto dated May 19, 2000+
10.12 Letter Agreement between InforMax, Inc. and Management System Designers,
Inc. dated July 9, 1999, in connection with services to be provided to the
National Center for Biotechnology Information (NCBI), addendum thereto
dated November 22, 1999, addendum thereto dated November 22, 1999 and
addendum dated July 26, 2000++
10.13 Technical Services Agreement between InforMax, Inc. and Unisys Corporation
dated April 18, 2000 in connection with services to be provided to the National
Center for Biotechnology Information (NCBI)++
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
------------- -----------------------------------------------------------------------------
<S> <C>
10.14 Bridge Note dated June 19, 2000+
10.15 Warrant Purchase Agreement between InforMax, Inc and PNC Bank, National
Association dated June 19, 2000+
10.16 Joinder Agreement between InforMax, Inc. and Paul Capital Partners VI
Holdings dated June 13, 2000+
10.17 Joinder Agreement between InforMax, Inc. and Cogene Biotech Ventures, L.P.
dated June 29, 2000+
10.18 Joinder Agreement between InforMax, Inc. and Gene Fund, LP, Kenson
Venture, LLC and VitalBio Holdings, Inc. and June 23, 2000+
10.19 Data Analysis Products Development and Distribution Agreement dated
August 16, 2000 between InforMax, Inc. and Amersham Pharmacia Biotech, Inc.+
10.20 [Reserved].
10.21 Employment Agreement between Dr. Vadim Babenko and InforMax, Inc. dated
July 14, 2000+
10.22 Commitment letter dated August 14, 2000 from Dr. Alex Titomirov to
InforMax, Inc.+
10.23 Joinder Agreement between InforMax, Inc. and Gene Fund, LP dated August 16,
2000+
23.1 Consent of Deloitte & Touche LLP+
23.2 Consent of Hogan & Hartson L.L.P. (included as part of Exhibit 5.1 hereto) *
23.3 Consent of Front Line Strategic Management Consulting, Inc.+
24.1 Power of Attorney of Directors (included in signature pages)+
27.1 Financial Data Schedule
</TABLE>
+ previously filed
* To be filed by amendment
+ Confidential Treatment requested as to certain portions of this Exhibit
(B) FINANCIAL STATEMENT SCHEDULES:
All schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes to provide to the
underwriters at the closing specified in the Underwriting Agreement
certificates in such denominations and registered in such names as required by
the underwriters to permit prompt delivery to each purchaser.
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 provisions of the Underwriting Agreement, its
Charter or Bylaws or the Delaware General Corporation Law 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, controlling person employee or agent of the Registrant in
the successful defense of any action, suit or proceeding, is asserted by such
director, officer, controlling person, employee or agent in connection with the
securities being
II-4
<PAGE>
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 undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus 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.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, InforMax, Inc. has
duly caused this Amendment No. 3 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the County of
Montgomery, State of Maryland, on September 19, 2000.
INFORMAX, INC.
By: /S/ Dr. Alex Titomirov
-----------------------------------
Dr. Alex Titomirov
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Amendment No. 3
to the Registration Statement has been signed by the following persons in the
capacities and on such dates disclosed below
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
----------------------------- ------------------------------- -------------------
<S> <C> <C>
/S/ Dr. Alex Titomirov Chairman of the Board of September 19, 2000
--------------------------- Directors, President and Chief
Dr. Alex Titomirov Executive Officer (Principal
Executive Officer)
* Chief Financial Officer September 19, 2000
--------------------------- (Principal Financial Officer)
Joseph Lehnen
* Director September 19, 2000
---------------------------
Dr. James E. Bernstein
* Director September 19, 2000
---------------------------
Harry D'Andrea
* Director September 19, 2000
---------------------------
Hooks Johnston
* Director September 19, 2000
---------------------------
Andrew Whiteley
* Director September 19, 2000
---------------------------
Dr. Wei Wu He
</TABLE>
------------------
* By his signature below, the undersigned, pursuant to duly authorized powers
of attorney filed with the Securities and Exchange Commission, has signed
this Amendment No. 3 to the registration statement on behalf of the persons
indicated.
/S/ Dr. Alex Titomirov
---------------------------
Dr. Alex Titomirov
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
------------- ---------------------------------------------------------------------------------
<S> <C>
1.1 Form of Underwriting Agreement
3.1 Second Restated Certificate of Incorporation of InforMax, Inc. as amended by Certificate of
Amendment to the Certificate of Incorporation dated September 11, 2000.+
3.2 Form of Restated Certificate of Incorporation (proposed, post-offering)+
3.3 Second Amended and Restated Bylaws of InforMax, Inc.+
3.4 Form of Restated Bylaws (proposed, post-offering)+
4.1 Specimen Common Stock Certificate *
5.1 Opinion of Hogan & Hartson L.L.P. *
10.1 InforMax, Inc. Equity Incentive Plan, Amendment No. 1 thereto dated July 11,
1999 and Amendment No. 2 thereto dated January 25, 2000+
10.2 Employment Agreement between Joseph Lehnen and InforMax, Inc. dated
April 1, 1999+
10.3 Employment Agreement between Timothy Sullivan and InforMax, Inc. dated
April 1, 1999+
10.4 Amended and Restated Investor Rights Agreement between InforMax, Inc.,
FBR Technology Venture Partners II, L.P. and Amersham Pharmacia Biotech,
Inc. dated August 16, 2000+
10.5 Non-Preferred Holder Rights Agreement between InforMax, Inc. and each of
the Weiss, Peck & Greer entities noted in the Principal Stockholders table dated
March 29, 2000+
10.6 Shareholder's Agreement among InforMax, Inc., Dr. Alex Titomirov, Dr. James
Bernstein and certain other stockholders, and Amendment No. 1 thereto dated
August 17, 1999, and Amendment No. 2 thereto dated March 29, 2000+
10.7 Loan Agreement between InforMax, Inc. and PNC Bank, National Association
dated May 6, 1999, Amendment No. 1 thereto dated August 6, 1999,
Amendment No. 2 thereto dated November 30, 1999, Amendment No. 3 thereto
dated February 7, 2000, Amendment No. 4 thereto dated February 29, 2000 and
Amendment No. 5 thereto dated June 19, 2000+
10.8 Second Amended and Restated Revolving Credit Note dated February 7, 2000+
10.9 Third Amended and Restated Line of Credit Note dated February 7, 2000+
10.10 Security Agreement between InforMax, Inc. and PNC Bank, National
Association dated May 6, 1999+
10.11 Office Lease Agreement between InforMax, Inc. and Jemal Cayre 6010
Executive Blvd. L.L.C. dated March 31, 1999, Addendum No. 1 thereto dated
July 8, 1999 and Addendum No. 2 thereto dated February 1, 2000 and
Addendum No. 3 thereto dated May 19, 2000+
10.12 Letter Agreement between InforMax, Inc. and Management System Designers,
Inc. dated July 9, 1999, in connection with services to be provided to the
National Center for Biotechnology Information (NCBI), addendum thereto
dated November 22, 1999, addendum thereto dated November 22, 1999 and
addendum dated July 26, 2000++
10.13 Technical Services Agreement between InforMax, Inc. and Unisys Corporation
dated April 18, 2000 in connection with services to be provided to the National
Center for Biotechnology Information (NCBI)++
</TABLE>
II-7
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
------------- -----------------------------------------------------------------------------
<S> <C>
10.15 Warrant Purchase Agreement between InforMax, Inc and PNC Bank, National
Association dated June 19, 2000+
10.16 Joinder Agreement between InforMax, Inc. and Paul Capital Partners VI
Holdings dated June 13, 2000+
10.17 Joinder Agreement between InforMax, Inc. and Cogene Biotech Ventures, L.P.
dated June 29, 2000+
10.18 Joinder Agreement between InforMax, Inc. and Gene Fund, LP, Kenson
Venture, LLC and VitalBio Holdings, Inc. and June 23, 2000+
10.19 Data Analysis Products Development and Distribution Agreement dated
August 16, 2000 between InforMax, Inc. and Amersham Pharmacia Biotech, Inc.+
10.20 [Reserved].
10.21 Employment Agreement between Dr. Vadim Babenko and InforMax, Inc. dated
July 14, 2000+
10.22 Commitment letter dated August 14, 2000 from Dr. Alex Titomirov to
InforMax, Inc.+
10.23 Joinder Agreement between InforMax Inc. and Gene Fund, LP dated August 16,
2000+
23.1 Consent of Deloitte & Touche LLP+
23.2 Consent of Hogan & Hartson L.L.P. (included as part of Exhibit 5.1 hereto) *
23.3 Consent of Front Line Strategic Management Consulting, Inc.+
24.1 Power of Attorney of Directors (included in signature pages)+
27.1 Financial Data Schedule
</TABLE>
+ previously filed
* To be filed by amendment
+ Confidential Treatment requested as to certain portions of this Exhibit
II-8
