By Legal Radar 
Corporate settlements are supposed to end fights. In the hormone therapy industry, they sometimes restart them. When BioTE Medical, LLC and its founder Dr. Gary S. Donovitz signed a global settlement in April 2024, both sides expected finality after years of multi-state litigation. Instead, a new dispute over name, image, and likeness rights triggered fresh lawsuits in Texas and Delaware, a temporary restraining order battle, a federal removal attempt, and a decisive remand ruling. This Biote case description walks legal professionals, franchise owners, and healthcare executives through the procedural history, the critical forum selection clause, and the practical lessons on enforceability that now shape post-settlement strategy in the bioidentical hormone replacement therapy (BHRT) space.
Background of the Parties and the Original Disputes
BioTE Medical, LLC develops and trains providers in a proprietary method of BHRT that uses hormone pellets. Dr. Gary S. Donovitz founded the company in 2012 and built it into a national network of clinics and practitioners. In 2021–2022 the business combined with a special purpose acquisition company, taking the public company structure that exists today.
After the transaction closed in May 2022, Donovitz filed multiple actions seeking to unwind or challenge aspects of the deal. BioTE and related entities responded with their own suits in Texas and the Delaware Court of Chancery. Those cases raised claims of fraud, breach of fiduciary duty, non-disparagement violations, and related contract issues. By early 2024 the parties had five or more active matters pending across the two states.
On April 23, 2024 the parties executed a comprehensive Settlement Agreement. Under its terms BioTE agreed to repurchase Donovitz’s remaining equity interests for approximately $76.9 million paid over three years. The agreement also included mutual releases, a covenant not to sue, non-compete and non-solicitation restrictions, and a highly detailed dispute-resolution provision. At least five pending cases were terminated as a result.
The peace did not last.
The 2024 NIL Lawsuit and Competing Injunctions
On December 13, 2024 Donovitz filed a new petition in the 101st Judicial District Court of Dallas County, Texas. He alleged that BioTE continued to use his name, image, and likeness on its website and in marketing materials after he had left the company. Donovitz claimed this misappropriation violated his privacy rights and sought a temporary restraining order and temporary injunction to stop the use.
BioTE immediately invoked the Settlement Agreement. It submitted the dispute to former Delaware Chancellor William B. Chandler III, the designated arbitrator under the agreement’s dispute-resolution clause. When the arbitrator indicated he lacked authority to issue an injunction, BioTE filed a new action in the Delaware Court of Chancery on December 17, 2024 (C.A. No. 2024-1304-JTL). BioTE asked the Chancery Court to enjoin Donovitz from prosecuting the Texas NIL case, arguing the claims fell squarely within the Settlement Agreement’s exclusive forum provisions.
The two courts issued competing temporary restraining orders. The Texas court initially restrained BioTE’s use of Donovitz’s NIL. The Delaware Court of Chancery, for its part, restrained Donovitz from continuing the Texas action. The Texas temporary injunction was later dissolved on appeal because it failed to satisfy the mandatory specificity requirements of Texas Rule of Civil Procedure 683. The Delaware TRO, however, remained a live issue.
The Forum Selection Clause at the Heart of the Dispute
Section 18 of the April 2024 Settlement Agreement creates a cascading forum selection regime. It states that former Chancellor Chandler retains exclusive jurisdiction over controversies arising from or relating to the agreement. If he is unavailable, the parties must bring claims exclusively in the Court of Chancery of the State of Delaware. Only if the Court of Chancery lacks subject-matter jurisdiction may the parties proceed to the Superior Court’s Complex Commercial Litigation Division. Federal court in the District of Delaware is available solely if jurisdiction is vested exclusively in the federal courts.
The clause also contains broad consent and waiver language: each party irrevocably consents to the jurisdiction of the designated courts and irrevocably waives, to the fullest extent permitted by law, any objection to those forums.
This language proved decisive.
Removal to Federal Court and the Motion to Remand
On July 18, 2025, after the Delaware Court of Chancery entered another TRO barring prosecution of the Texas NIL action, Donovitz filed a notice of removal. He sought to move the Chancery Court case into the United States District Court for the District of Delaware. The stated grounds were federal question jurisdiction under 28 U.S.C. § 1331. Donovitz argued that the Delaware injunction implicated the Full Faith and Credit Clause, as well as the Fifth and Fourteenth Amendments and 42 U.S.C. § 1983.
BioTE promptly moved to remand. It argued that the complaint presented no federal question on its face, that the Full Faith and Credit Clause does not create a private cause of action, and that the forum selection clause constituted a clear waiver of any right to remove.
The District Court’s October 23, 2025 Ruling
On October 23, 2025, District Judge Maryellen Noreika granted the motion to remand. The memorandum opinion is a clean application of well-settled removal and forum-selection principles.
First, the court applied the well-pleaded complaint rule. Federal jurisdiction exists only when a federal question appears on the face of the plaintiff’s properly pleaded complaint. BioTE’s Chancery Court complaint sought enforcement of a private settlement agreement and an injunction under Delaware law. It did not assert any federal claim.
Second, the court rejected the Full Faith and Credit argument. The Supreme Court has held that the Clause does not give rise to an implied federal cause of action. Delaware district courts have previously ruled that invocation of Full Faith and Credit to resolve conflicting state-court orders does not create federal question jurisdiction.
Third, and most importantly for practitioners, the court held that Donovitz had waived his right to remove. The Settlement Agreement’s language of irrevocable consent to the designated Delaware courts and irrevocable waiver of objections was sufficiently clear to constitute a waiver of the statutory right of removal. Once BioTE properly filed in the Court of Chancery (a forum expressly authorized by the cascade), Donovitz could not object by way of removal.
The court denied BioTE’s request for attorneys’ fees, finding that although the removal was unsuccessful, it was not so lacking in an objectively reasonable basis as to warrant fee-shifting under 28 U.S.C. § 1447(c).
The case returned to the Delaware Court of Chancery.
Subsequent Settlement Amendment
On November 3, 2025 the parties executed an amendment to the Settlement Agreement. BioTE agreed to pay a lump-sum $18.5 million to satisfy the remaining repurchase obligations. The parties agreed to dismiss with prejudice the pending Texas NIL action, the Delaware Chancery action, a related Delaware Supreme Court matter, and the dispute-resolution proceeding before Chancellor Chandler. Restrictive covenants were extended until April 24, 2027. Mutual releases were refreshed as of the amendment date.
As of the most recent public disclosures, the core corporate and NIL disputes between BioTE and Donovitz have been resolved by this further settlement.
Practical Takeaways for Corporate Litigators and Healthcare Executives
The Biote case description illustrates several recurring themes in post-transaction founder litigation.
Forum selection clauses still matter. A carefully drafted cascading clause that includes clear consent and waiver language will be enforced. Courts will not lightly allow a party to remove a case that the agreement required to stay in state court.
Arbitration-plus-injunction structures have limits. Designating a retired judge as exclusive decision-maker works well for merits disputes. It is less effective when emergency injunctive relief is needed. Parties should consider explicit authority for interim relief or a clear path to a court that can issue it.
NIL claims after a founder exit create friction. When a founder’s personal brand has been tightly integrated with the company’s marketing, the settlement must address post-departure use of name, image, and likeness with precision. Ambiguity invites new litigation.
Competing state-court injunctions are expensive and inefficient. Dual TRO practice across Texas and Delaware consumed months of judicial and party resources. Strong forum selection language is the best preventive medicine.
Federal removal is not a free second chance. When a party has already agreed to irrevocable consent and waiver language, removal based on creative constitutional theories is likely to fail and may invite fee motions (even if fees are ultimately denied).
For medical franchise owners and BHRT practitioners who partner with platform companies, the case underscores the need to understand the contractual relationships that govern branding and provider marketing. For investors and corporate counsel, it is a reminder that settlement agreements are living documents whose forum provisions will be tested when relationships sour again.
Conclusion
The Biote case description is ultimately a story about the durability of negotiated forum selection language and the limited reach of federal question jurisdiction in private commercial disputes. BioTE Medical successfully used the Delaware Court of Chancery and a carefully drafted Settlement Agreement to channel a post-settlement NIL fight back into the bargained-for forum. The District of Delaware’s remand order reinforces that parties who agree to stay in Delaware state court will generally be held to that bargain.
Legal professionals advising founders, platforms, or investors in the healthcare and franchise sectors should treat the April 2024 Settlement Agreement and the October 2025 remand opinion as practical case studies. Review your own dispute-resolution clauses for cascading precision and clear waiver language. Address NIL and branding rights expressly at the time of exit. And remember that a global settlement is only as final as the next dispute that tests its terms.
Consult experienced Delaware and Texas counsel when drafting or enforcing multi-state settlement agreements that involve forum selection, injunctive relief, or founder NIL rights.
Frequently Asked Questions
What is the core Biote case description?
The core dispute is BioTE Medical, LLC v. Gary S. Donovitz, M.D., a series of cases in Texas and Delaware arising from a 2022 SPAC transaction, a 2024 global settlement, and a subsequent NIL claim by the founder.
Why did the District of Delaware remand the case?
Judge Noreika held there was no federal question on the face of BioTE’s complaint and that Donovitz had waived his right to remove under the Settlement Agreement’s irrevocable consent and waiver language.
Does the Full Faith and Credit Clause create federal jurisdiction?
No. The Supreme Court has held it does not give rise to an implied private cause of action, and Delaware courts have rejected its use as a basis for removal in similar inter-state injunction conflicts.
What happened to the Texas temporary injunction?
The Texas Court of Appeals dissolved it because the order failed to comply with the mandatory specificity requirements of Texas Rule of Civil Procedure 683.
Was the litigation fully resolved?
Yes. A November 3, 2025 amendment to the Settlement Agreement provided for a final $18.5 million payment, mutual dismissals with prejudice of the pending cases, and extension of restrictive covenants.
How does the forum selection clause work?
It prioritizes arbitration before former Chancellor Chandler, then the Delaware Court of Chancery, then Delaware Superior Court CCLD, and only then federal court if exclusive federal jurisdiction exists. Parties irrevocably consented and waived objections.
What should practitioners take away for future settlements?
Draft cascading forum clauses with explicit consent and waiver language, address post-exit NIL use with specificity, and plan for the practical limits of arbitrator authority when emergency injunctive relief is required.
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