In Part 2, Ray and David continue their deep dive into the realities of early-stage biotech growth—moving into warrant coverage, investor upside, dilution, and the often-overlooked truth that early equity can be illiquid for years.

David breaks down liquidation waterfalls, down rounds, fiduciary duties, and what happens when a company approaches insolvency.

They close with a candid look at managing founder relationships, avoiding “dead equity,” and keeping the company aligned when the science, money, and people all collide.

• 01:43 Understanding Conversion Discounts
• 02:07 Negotiation Points and Valuation
• 03:11 Enterprise Value and Share Price
• 04:37 Impact on Founders' Equity
• 08:47 Capital Gains Tax Benefits
• 13:47 Liquidity and Exit Strategies
• 19:07 Investor Motivations and Risks
• 34:20 Board and Management Obligations
• 43:11 Ray's Retreat Overview

In Part 1 of this two-episode conversation, Ray sits down with longtime partner and life-sciences attorney David Smith to unpack the earliest—and most misunderstood—moments in forming a biotech company.

They dive into choosing the right corporate structure, splitting founder equity, why timing matters, and how early financing tools like convertible notes and SAFEs really work.

It’s a clear, practical look at the decisions that quietly determine whether a life sciences startup ever gets off the ground.

It’s candid, practical, and full of the small details only 30 years of trenches-level experience can give you.

A pharmacist–turned–regulatory strategist and a 25-year patent attorney walk into a podcast… and blow up the myth that “no composition of matter means no value.”

• Ray and Nicole break down how regulatory exclusivity actually drives drug innovation, often more powerfully than patents.
• Hear how NCE, orphan drug, pediatric, and GAIN Act exclusivity can turn an old or overlooked molecule into a fundable, defensible asset.
• Discover why biologics play by completely different rules, why there’s no Orange Book, and what the mysterious “patent dance” really is.
• Learn how exclusivities can stack (and when they absolutely don’t), including real examples of companies turning five years into ten—or more.
• Get a preview of skinny labeling, the loophole that stops perpetual exclusivity and deserves its own episode.
• Plus: a rapid tour of EU, China, and Japan exclusivity systems and how global rights shape investment strategy.

A fast, clear, myth-busting guide to one of the most misunderstood forces in the life sciences industry.

In this episode, Ray Miller welcomes longtime colleague and patent scholar Robert A. Matthews, Jr., author of the Annotated Patent Digest and one of the most respected voices in U.S. patent jurisprudence.

Together, Ray and Bob dive deep into one of the thorniest doctrines in patent law: double patenting—both statutory and obviousness-type. They explore its roots in §101, how courts have shaped its modern application, and why it continues to frustrate practitioners and innovators alike.

The discussion ranges from:

• The origins and evolution of double patenting doctrine.
• How obviousness-type double patenting (ODP) has become a frequent (and sometimes overused) tool by examiners.
• The impact of patent term adjustment (PTA) and patent term extension (PTE) on life sciences portfolios.
• Safe harbors under §121 and the importance of consonance.
• Practical strategies for navigating terminal disclaimers without giving away hard-fought patent term.

Blending real-world strategy with academic perspective, this conversation offers a rare, behind-the-scenes look at how ODP disputes play out in prosecution, litigation, and policy. Whether you’re a litigator, prosecutor, or in-house counsel managing valuable life sciences IP, this episode provides sharp insights on how to safeguard term and preserve value.

On July 10, 2025, the FDA did something unprecedented: it dropped over 200 Complete Response Letters (CRLs) for public viewing—documents once considered trade secret goldmines. In this episode, host Ray Miller (Partner, DLA Piper) dives deep into what this massive disclosure means for biopharma innovators, IP strategists, and investors.

Is this bold new transparency a regulatory revolution—or a compliance nightmare?

We unpack:

• Why CRLs are so sensitive—and why their release matters
• The collision course between radical transparency and trade secret law
• What this means for patent filings, investor communications, and litigation exposure
• How AI is helping lawyers and companies mine this data for insights and avoid costly missteps
• The future of hybrid IP strategies in the post-CRL publication world

Whether you're a GC, VC, scientist, or simply regulatory-curious, this episode explores the fine line between disclosure and disaster—and how you can turn this shake-up into strategic advantage.

R² IP: Where legal nuance meets biotech strategy—with just enough humor to make it go down smooth.

https://www.raysretreat.com/s/Rays-Retreat-2025-Think-Piece-on-Radical-Transparency-FDAs-Complete-Response-Letter-Release-Challeng.pdf

Radical Transparency: FDA’s Complete Response Letter Release Challenges Trade Secret Norms

In this second episode of the R² IP Podcast, host Ray Miller (Partner, DLA Piper) is joined once again by Nicole Endejann (Partner, DLA Piper), returning as a recurring guest to explore the nuanced dance between patents and trade secrets in life sciences and tech.

Is it patents or trade secrets? That binary thinking is out. The smartest companies are layering both—creating a force multiplier that delivers more than the sum of its parts.

Together, Ray and Nicole dive into:

• Why small molecule innovators still rely on patents—but secretly win on process know-how
• How biologics shift the IP battlefield to cell lines, culture conditions, and purification secrets
• What digital health, AI models, and data platforms can teach us about protecting code and training sets
• The rise of hybrid IP strategies—designed for speed, flexibility, and long-term advantage

Whether you’re patent-heavy, trade-secret-leaning, or somewhere in between, this episode offers fresh strategies and real-world examples to help you think smarter about your IP portfolio.

R² IP: Translating Intellectual Capital into IP—with insight, wit, and recurring guests who know their stuff.

DLA Piper

The R² IP Podcast dives into how ideas become IP — and how IP drives business success. Hosted by Ray Miller, each episode blends law, science, and strategy for innovators, entrepreneurs, and leaders shaping the future