OMB APPROVAL

OMB Number: 3235-0104

Expires: January 31, 2005

Estimated average burden
hours per response...0.5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 3

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(h) of the Investment Company Act of 1940

Name and Address of Reporting
Person*

Date of Event Requiring Statement
(Month/Day/Year)

I.R.S. Identification Number of Reporting
Person, if an entity (Voluntary)

Invitrogen Corporation

(Last) (First) (Middle)

11/23/02

1600 Faraday Avenue

(Street)

Issuer Name and Ticker or Trading Symbol

Relationship of Reporting Person(s)
to Issuer (Check All Applicable)

InforMax, Inc. (INMX)

Director

10% Owner

Officer (give title below)

If Amendment, Date of Original
(Month/Day/Year)

Other (specify below)

Carlsbad, CA 92008

(City) (State) (Zip)

Individual or Joint/Group Filing
(Check Applicable Line)

Form Filed by One Reporting Person

Form Filed by More than One Reporting Person

Reminder:		Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).

		Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number


Table I — Non-Derivative Securities Beneficially Owned

1.	Title of Security (Instr. 4)	2.	Amount of Securities Beneficially Owned (Instr. 4)		3.	Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4.	Nature of Indirect Beneficial Ownership (Instr. 5)

	Common Stock			24,878,686⁽¹⁾		I⁽¹⁾		⁽¹⁾

Page 2

Table II — Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

Title of Derivative
Security
(Instr. 4)

Date Exercisable and
Expiration Date
(Month/Day/Year)

Title and Amount of Securities
Underlying Derivative Security
(Instr. 4)

Conversion or
Exercise Price
of Derivative
Security

Ownership Form of
Derivative Security:
Direct (D) or Indirect (I)
(Instr. 5)

Nature of
Indirect
Beneficial
Ownership
(Instr. 5)

Date
Exer-
cisable

Expi-
ration
Date

Title

Amount
or
Number
of Shares

Option to Purchase
Common Stock

⁽²⁾

Common Stock

⁽²⁾

$1.36

I ⁽¹⁾

⁽¹⁾

Explanation of Responses:

(1) This Initial Statement of Beneficial Ownership on Form 3 (this "Form 3") is being filed by Invitrogen Corporation, a Delaware corporation ("Parent"), and Babcock, Inc. a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Subsidiary"). On October 15, 2002, Parent, Merger Subsidiary and InforMax, Inc., a Delaware corporation ("InforMax") entered into an Agreement and Plan of Merger (the "Merger Agreement") providing for, among other things, the merger of Merger Subsidiary with and into InforMax following a tender offer by Merger Subsidiary for shares of InforMax Common Stock. On October 25, 2002, Merger Subsidiary, in accordance with the terms of the Merger Agreement, began a tender offer to purchase InforMax Common Stock (the "Offer"). The initial offering period expired at 12:00 midnight, Eastern Standard Time, on Friday, November 22, 2002. Following the expiration of the initial offering period, Merger Subsidiary accepted for payment all shares of InforMax validly tendered pursuant to the Offer. As of that date, Parent indirectly owned 24,878,686 shares of InforMax Common Stock and Merger Subsidiary beneficially owned 24,878,686 shares of InforMax Common Stock. This number of shares of InforMax Common Stock represented approximately 81.6% of the issued and outstanding shares of InforMax Common Stock. The foregoing summary of the Merger Agreement and the terms of the Offer are qualified in their entirety by reference to such documents, which have been filed as exhibits to the Schedule TO filed by Parent and Merger Subsidiary with respect to this transaction.

(2) To facilitate the merger, InforMax has granted Merger Subsidiary an irrevocable option, exercisable if Merger Subsidiary purchases and pays pursuant to the Offer (including any subsequent offering periods under the Offer) shares of InforMax Common Stock constituting at least 85% of the shares of InforMax Common Stock then outstanding (the “Option”), to purchase additional shares of InforMax Common Stock from InforMax, at a price per share equal to the Offer price, in order to reach an ownership level by Merger Subsidiary of 90% plus one share of the outstanding shares of InforMax Common Stock. The maximum number of shares which may be purchased under this Option is 15,370,206. The Option may be exercised at any one time after the Merger Subsidiary purchases and pays for at least 85% of the shares of InforMax Common Stock outstanding (the “Top-Up Event”) and prior to (i) the termination of the Merger Agreement, (ii) the Effective Time, as defined in the Merger Agreement, or (iii) the date which is five (5) business days after the occurrence of the Top-Up Event.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

/s/ John Cottingham		12/02/02
**Signature of Reporting Person		Date

**		Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note:		File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Page 3

Joint Filer Information


Name:		Babcock, Inc.

Address:		c/o Invitrogen Corporation 1600 Faraday Avenue Carlsbad, CA 92008

Designated Filer:		Invitrogen Corporation

Issuer & Ticker Symbol:		InforMax, Inc. (INMX)

Date of Event

Requiring Statement:		11/22/02

Signature:		/s/ John Cottingham

INFORMAX INC 3