The reporting on this article is just bad. The issue is not Qualcomm taking over Nuvia's business and license.
According to Arm the Nuvia license is contractually tied to server/datacenter usage, while Qualcomm's acquisition of Nuvia packaged these server cores into "Oryon" for PC use in the Snapdragon X Elite SoC and intends to use them in smartphones too, breaching the original agreement.
According to Qualcomm, they already have a separate architecture license from ARM that allows them to produce their own cores and sell them in whatever they want. And by their reading of that license, they can purchase the core IP they use for that from a third party, and then use it under their existing license.
From comments here, it sounds like if Qualcomm wins, the ARM/Nuvia deal isn't the problem, the ARM/Qualcomm one is. ARM probably already doesn't like to make broad licensing deals like that, but big customers like them, and ARM in the past couldn't afford to say no.
> Apparently, ARM wants to push through a new licensing model to generate more revenue. The main aim is to base license costs on the price of the device rather than the processor. According to Qualcomm, this involves a one-off payment of several hundred million US dollars plus significantly higher license fees on an ongoing basis.
Interesting. That's what Qualcomm itself does, right?
That is almost exactly how they usually do it, but they many times negotiate per company. However, it does look like ARM trying to have a redo on their contract that they have had in place for a very long time, now that ARM is more popular. When it was the cell manufactures that made it possible for ARM to be in the current position it is in precisely because of the terms ARM had in its contract years ago. Qcom may have a good case as they have put arm chips in computers before (omnitracs). ARM saying it has to be tied with a modem, and buying another company does a full reset on the existing contract may not go far.
so... if qcom included a "modem" on their server board would arm be happy? well not happy, but would it satisfy arms interpretation of the contract?
I could totally see every single server board saddled with some obsolete appendix of a cell baseband to satisfy the letter of some sweet contract qualcom had with arm saving the company a fair few million.
Possible. But more than likely they will meet in the middle and ARM will get something and QCOM will get something. But no where near what either is asking. But qcom does have a stronger position.
The story is poor, the conclusion maybe accurate in that it's likely a non-story:
> Qualcomm bought a company called Nuvia to do this, and it originally used Nuvia's architectural license. Arm's argument is that the Nuvia license was canceled when it was taken over by Qualcomm. A new deal would have to be negotiated if that holds up in court.
> So, there you have it. Arm wants Qualcomm to stop shipping the product it's been contesting, but to be honest, that's not usually how these things end. It's unlikely that any product will be delayed from hitting shelves. These cases tend to end with one company giving a bucket of cash to the other, and everyone moves on.
I remember Qualcomm making phone SoCs with custom cores some years back. Why is it suddenly an issue now? Or were those just rebrands of tweaked Cortex designs?
EDIT: From reading the Reuters article [0] it seems that Arm's argument is that since Nuvia's
cores were developed under a now-terminated licence, Qualcomm doesn't have a right to use them, their other licences notwithstanding.
The argument is that Nuvia got a licence for server usage and development support from arm to develop custom arm processors.
Qualcom now wants to use technology developt under a specific licence agreement in use cases not covered in that licence agreement, because they have general licence agreement with arm.
The question is:
Does the general licence agreement from qualcom override the specific licence agreement between Nuvia and arm for this specific technology.
I found some sources which partially explains this:
(...Nuvia, a startup founded by former Apple and Google engineers, was developing a server chip with custom cores under an architecture license. It also had access to Arm’s core designs....)
I suspect it's going to boil down to whether any of the IP Nuvia had access to but Qualcomm did not made it into the cores. But it could also easily come down to some details of the wording of the contracts in terms of how that license is granted. Either way, this request for the destruction of laptops at the early stage is clearly a negotiation point: if the court grants it, which seems unlikely, it'll be a strong bargening chip for a negotiation a settlement in cash/royalties/etc, not the actual goal of ARM.
Agreed, I think on your last point ARM is also trying for a fast case/settlement as they are in a difficult position:
They don't want to have a long fight expensive fight with qualcom and make other arm companies uneasy about investing in the arm platform.
They also don't want to open the door to have companies buy their IP for "cheap" by buying smaller companies with special arm licences instead of directly negotiating with them.
> They also don't want to open the door to have companies buy their IP for "cheap" by buying smaller companies with special arm licences instead of directly negotiating with them.
Is it really ARMs IP or the IP developed by the smaller company. My understanding is ARM is like a blueprint, and you then make changes as needed.
You can either licence a IP Core block(Core, gpu,etc) to embedd in your device, our you can buy an architect licence and design your own cores as long as they comply with the arm architecture.
AFAIK the IP is actually buildable cores which arm get's by partnering with companies to get it right, e.g. there is not that much difference between them fully building them in house and selling them vs. letting partners build them(for the end user).
"Snapdragon X Elite" is based on the IP Qualcomm gained from the Acquisition of Nuvia, who developed this IP based on a very narrow license they got from ARM to develop for the server market.
Qualcomm is trying to transfer everything Nuvia has developed under that specific narrow ARM-license to the broad license of Qualcomm and use it for "powering flagship smartphones, next-generation laptops, and digital cockpits, as well as Advanced Driver Assistance Systems, extended reality and infrastructure networking solutions"
ARM has filed a lawsuit that this was never in scope of the license of Nuvia, the court-ruling is still pending on that one...
Moreover, Nuvia's ARM-licenses and everything produced from it became invalid with Qualcomm's acquisition, so the tech produced from it is simply not licensed anymore.
In detail, the dispute goes like this:
1. ARM gave a broad range of licenses to Nuvia to develop an ARM-based architecture for use in servers, with a license-fee to match this objective (probably a favorable one for ARM, because it's a field ARM aims to expand):
"Nuvia’s licensing fees and royalty rates reflected the anticipated scope and nature of Nuvia’s use of the Arm architecture. The licenses safeguarded Arm’s rights and expectations by prohibiting assignment without Arm’s consent, regardless of whether a contemplated assignee had its own Arm licenses."
2. Qualcomm acquires Nuvia with the intention to use the developed IP for (quote):
"powering flagship smartphones, next-generation laptops, and digital cockpits, as well as Advanced Driver Assistance Systems, extended reality and infrastructure networking solutions"
Sounds quite reasonable if the claim is validated: ARM gave favorable conditions to a startup which aimed to compete in a field where ARM is weak (servers). Now the biggest customer of the strongest revenue-market of ARM (mobile devices) has acquired that startup to repurpose their development and license to use in mobile devices, PCs, automotive, VR,...
The part you are leaving out that before Qualcomm acquired Nuvia, they already owned a blanket license from ARM with no such use restrictions. Their claim is that they can use the IP they acquired under this older license.
Which side is right or wrong here depends on the exact wording of the license between ARM and Qualcomm, and since this is not publicly known, no-one outside those companies knows which side is in the right.
"Qualcomm is trying to transfer everything Nuvia has developed under that specific narrow ARM-license to the broad license of Qualcomm"
ARMs legal claim is that the broad license of Qualcomm is not applicable to "host" the IP of Nuvia, because this IP was built on a very specific narrow license ARM provided to them, with contractual terms which do not allow the License and IP to be transferred
Nuvia's ARM license (now owned by Qualcomm) may be invalid for Qualcomm non-server use.
But how can Nuvia IP be invalid?
Presumably ARM never owned Nuvia's IP: why would they have negotiated that, given they already had license control?
Ergo, Qualcomm owns Nuvia IP without a Nuvia ARM license.
... but that's fine, because Qualcomm has a Qualcomm ARM license.
"I revoke your license, so you can't sell your IP to a willing third party" is a pretty dangerous precedent. You should be perfectly free to do so, to the extent that your buyer would also need their own license.
How can Nuvia IP be invalid? Well, that's the beauty of Intellectual Property: it's not really a property it's a weird legal construct. Arm argues the entire Nuvia IP should have disappeared because the license allowing it to exist was voided when Qualcomm bought Nuvia. And Qualcomm had no legal right to move the IP on the foundation of their ARM license. They argue Qualcomm should've negotiated for a new license to use Nuvia IP. Whether they are right or not is up for the courts to decide but they make a legally sound argument without a doubt.
If this makes no sense then here's a simple example: a DVD is not property, it's intellectual property. If it were property then region locks couldn't exist. Compare it to a book. You buy a book in London, no one stops you from reading it in New York, it's your property. Absurdity is the name of the game: in the DeCSS trial it was argued Johansen trespassed on his own computer.
Edit: ah, I have a better, simpler explanation: Arm and Nuvia made a contract. Qualcomm bought Nuvia. Arm argues Qualcomm violated the terms of the contract. That's it.
The problem is that Qualcomm-ARM may already have a license contract that's a superset of Nuvia-ARM.
Depending on the wording of Qualcomm's architectural ARM license, it seems like that might cover Nuvia's IP?
Or in other words, if anyone who wasn't an ARM architectural licensee bought Nuvia, Nuvia's IP would have been unusable.
But because someone with a "do anything custom with this core" bought Nuvia, Qualcomm effectively bought some "anything custom".
The real IP needle in this haystack seems to be: what ARM IP did Nuvia use that Qualcomm doesn't already have an architectural license for? I.e. extra sauce ARM shared with them for their specific use case.
Which sets up for a SCO-Unix-style threshing of technical details for individual pieces.
Which I imagine both ARM and Qualcomm will eventually want to avoid, as they'd like to continue doing business together, so this will eventually collapse into a new licensing agreement that covers all claims. (Assuming neither pisses the other off badly enough to salt the earth)
> Depending on the wording of Qualcomm's architectural ARM license, it seems like that might cover Nuvia's IP?
Right, but ARM says "Nuvia’s licensing fees and royalty rates reflected the anticipated scope and nature of Nuvia’s use of the Arm architecture. The licenses safeguarded Arm’s rights and expectations by prohibiting assignment without Arm’s consent, regardless of whether a contemplated assignee had its own Arm licenses"
Basically ARM says Qualcomm should pay more than they did before because no, their blanket doesn't cover Nuvia.
> so this will eventually collapse into a new licensing agreement that covers all claims
Obviously. That's the crux of the matter. Qualcomm says they shouldn't pay more, ARM says they should.
> Presumably ARM never owned Nuvia's IP: why would they have negotiated that, given they already had license control?
That seems to me to be the key point in contention, or at least whether or not ARM owns the right to prevent Nuvia from selling IP that Nuvia created. As Qualcomm's lawyers put it
> 25. Second, ARM was claiming a right to control the transfer of NUVIA technology when NUVIA’s ALA provided no such rights to ARM.
and as ARM's lawyers put it
> 25. Arm denies the allegations in paragraph 25.
Note if you deny in part you say which part you are denying and which part you are admitting, thus here they are denying the statement entirely, and thus claiming they had the rights to control the transfer of NUVIA technology (which is also the broader theme of the filing).
Without being able to actually see the contractual terms I don't see how the public could conclude which side is right in this dispute, but basically everything seems to center on this. Either ARM's license grants them control over technology Nuvia created, even if all the confidential information that technology was based off of is no longer confidential, and/or the party you are trying to transfer it to has licenses to all the technology it was based off of (and ARM probably wins), or it doesn't (and Qualcomm probably wins).
If I was thinking about doing business with arm I'd want to be very sure that whatever agreements I signed where of the second form, or I was getting a huge company-altering discount in exchange for them being of the first form.
ARM doesn't claim to own the IP of Nuvia, they merely claim that the license they gave to Nuvia to develop server-architecture based on ARM does not allow the IP to be transferred to other licenses or other use-cases.
Since the license the Nuvia IP was built on became void when the company changed ownership, the IP is not built on a valid license.
> "I revoke your license, so you can't sell your IP to a willing third party" is a pretty dangerous precedent. You should be perfectly free to do so, to the extent that your buyer would also need their own license.
ARM does offer licenses for comparable designs (Blackhawk, Cortex-X), but Qualcomm apparently insists that they don't need to license those because they acquired Nuvia and can simply integrate that IP on top of their existing ARM-license instead.
My guess is that the gamble of Qualcomm is to force ARM to license the Nuvia IP to Qualcomm again for a more-favorable fee than ARM's comparable designs cost, and ARM sees no reason to do so.
> Since the license the Nuvia IP was built on became void when the company changed ownership, the IP is not built on a valid license.
Here's where the wording gets confusing.
ARM has their own IP: their core designs, ISA (?), etc.
ARM also has licensing of that IP.
ARM also has platform licensing: allowing others to implement their ISA, call themselves ARM-compatible, etc.
Nuvia built a product, with an ARM license (because they wanted to go to market).
Did they also incorporate ARM IP into their design (i.e. extend existing ARM core designs)?
But neither of those should matter... because afaik Qualcomm already has an architecture ARM license (one of the few, ~15). [0]
Consequently, if Qualcomm already has an architecture license to the core Nuvia built on... that's a superset of any license Nuvia had, given that an architecture license allows for unlimited customizability.
Consequently, this feels like ARM trying to defend their (future) revenue by retroactively limiting licenses they already sold.
> Did they also incorporate ARM IP into their design (i.e. extend existing ARM core designs)?
Well yes, they created a modified architecture compatible with ARM instruction-set, by using extensive access to ARM's IP and resources.
Agree on the rest, except that ARM obviously doesn't retroactively limit the license they gave to Nuvia, these terms were already part of Nuvia's license from the start.
From the court-documents it seems that Qualcomm doesn't argue the interpretation of those terms, they argue that they should not be enforced.
> Agree on the rest, except that ARM obviously doesn't retroactively limit the license they gave to Nuvia, these terms were already part of Nuvia's license from the start.
The retroactive part is the concept of not being able to transfer the Nuvia IP.
> From the court-documents it seems that Qualcomm doesn't argue the interpretation of those terms, they argue that they should not be enforced.
Earlier you said the Nuvia license was void. Isn't the meaning of void that no terms will be enforced?
Plenty of things that will eventually need a license to go into production get "built" without that license. And that's a worse case, analogous to the Nuvia license never even existing.
It is very common that IP created by specific employees exposed to the IP of a third party is essentially tainted, and this will be spelled out contractually.
I have actually fought to keep specific team members off NDAs to enable them to be maximally useful for this reason.
I encourage people to read the court-filings in any case if they're interested in the case.
But I'd also caution people new to this that lawyers are extremely good at making their case seem obviously right even when it isn't. If you're not nodding along going "that seems right" when you read the argument in a complaint the lawyers either have a really bad case, or they screwed up (or in rare cases they're making technical arguments that they think will seem right to the judge even if they don't seem right to lay people). It's better to wait for a chance to read the response from the other side before agreeing that the side you are reading is right.
In this case this lawsuit is from 2022, we have the responses already :)
From a reasonably quick scan it looks like everything else in this suit is about discovery, scheduling, and whether it should be a jury a trial or just heard in front of a judge.
Scheduling note: A 5-day Jury Trial is set for 12/16/2024
Also interesting, seeing how the defendants are expanding the scope of the lawsuit to delay its progress and keep everyone busy:
- Qualcomm requesting the court to order ARM to provide ALL Architecture License Contracts with ANY party so Qualcomm can judge whether they are in violation of THEIR contract [1]
- Apple requesting the court to NOT share this information, as they are not relevant to this case and a customer of BOTH ARM and Qualcomm [2]
- Qualcomm trying to subpoena other licensees Apple, MediaTek, Google, Intel, etc. to court [3]
Meanwhile Snapdragon X Elite pre-production is ramping up, Qualcomm-customers finalize their Hardware-design, Microsoft putting all their weight onto that architecture. So by end of 2024 the products are already launched, products are shipped and Qualcomm has more allies to help them arguing against trade-restrictions...
Regardless what the final outcome is, the better strategy of Qualcomm is obviously to have no outcome in short-term.
It was also further delayed until December of 2024 because during Depositions Qualcomm learned that ARM didn't destroy nuvia designs like they were required to when they terminated the ALA.
So ARM is suing Qualcomm stating that the IP rights were non-assignable per the ALA, then Qualcomm finds out that ARM also did not hold up its side of the ALA termination agreement and is using Nuvia IP in their current gen designs.
They don't agree since 2022 that Nuvia's related IP must be destroyed on termination of that license agreement, because they expect to own it due to a different license-agreement they have with ARM, but argue that ARM, the owner of the licensed architecture in question, should have destroyed all information, already KNOWING that Qualcomm intends to fight this contract.
So in turn, for ARM to defend itself in this case moving forward, Qualcomm's implication is that ARM should ask Qualcomm to provide the required information to them. But the whole case of ARM is that Qualcomm is NOT the rightful owner of this information.
-
It's also quite a visible move just to delay the proceedings.
Qualcomm states [1] that they learned this new evidence at (ARM's) Mr. Agrawal’s deposition on Dec.12 2023, contacted ARM "less than three weeks" after that to "meet and confer", but "ARM would not meaningfully engage until January 16".
Less than 3 weeks after Dec.12 2023 is NYE, between Dec.28 and Jan.03, ARM obviously responded (but did not "engage meaningfully" according to Qualcomm)
At the point Qualcomm considers ARM showing meaningful engagement, they met within 3 days, on a Friday. And on Jan.22, "the next business day", they contacted the court.
So ARM's legal team was not available to meet at NYE, didn't respond "meaningfully" immediately and an appropriate meeting-slot agreed by ARM and Qualcomm was only possible more than a month after that deposition...
> They don't agree since 2022 that Nuvia's related IP must be destroyed on termination of that license agreement, because they expect to own it due to a different license-agreement they have with ARM, but argue that ARM, the owner of the licensed architecture in question, should have destroyed all information, already KNOWING that Qualcomm intends to fight this contract.
The way you phrased that does sound like trying to have it both ways, but wouldn't those designs be co-owned by Arm and Nuvia? If so it makes logical sense to say that Arm has to delete and Qualcomm doesn't, because Qualcomm has a claim to both sides, but Arm only has a claim to one side. That's not trying to have it both ways.
> So in turn, for ARM to defend itself in this case moving forward, Qualcomm's implication is that ARM should ask Qualcomm to provide the required information to them. But the whole case of ARM is that Qualcomm is NOT the rightful owner of this information.
Qualcomm's case goes beyond "we have a valid license agreement" as to the destruction of Nuvia's design. They're arguing that they do have a valid license agreement, but also that even if they didn't they would still be the lawful owners of the IP and would not be required to destroy it. They might not be able to use it, but they could hold onto it, because nothing in Nuvia's contract with ARM requires it be destroyed by Nuvia.
> 5. Even putting aside Qualcomm’s broad license rights, ARM’s reading of the termination obligations in the NUVIA Architecture License Agreement (“ALA”) is wrong. To the extent any destruction obligation exists, it explicitly applies only to ARM Confidential Information.1 But ARM again omits important facts: (1) under the NUVIA ALA, information in the public domain is not subject to confidentiality obligations, and (2) ARM publishes its instruction set without confidentiality restrictions. Anyone is free to go to the ARM website and download the 10,000+ page ARM Architecture Reference Manual.2 In this case, Qualcomm’s CPU cores are designed to be compatible with the publicly-available ARM Architecture version <redacted>.
> 36. Moreover, even though ARM demanded destruction of Confidential Information obtained under NUVIA’s ALA, NUVIA had implemented ARM Architecture <redacted>, which had been publicly available on ARM’s website for anyone to download since at least around January 2021—over a year before the destruction request. <Redacted sentence>. Therefore, ARM Architecture was not Confidential Information, not subject to any restrictions, and not subject to any destruction obligation. For the same reasons, the NUVIA core design did not contain ARM Confidential Information.
...
> It's also quite a visible move just to delay the proceedings.
I really don't agree. It looks like a bog standard discovery dispute.
> Do you have a source not behind a "cookie wall"?
Ignore it, use technical measures to overcome it, disregard it.
If a stranger came up to you in the street and demanded $5 to continue looking at them, you’d tell them to fuck off (in so many words). You certainly wouldn’t avert your eyes, nor would you cough up.
Fuck these bozos and their shrink wrap licenses and their cookie popups and all.
If someone did that, I would probably leave them alone, and if someone wanted to use them as a source, I would probably at least ask if they knew anybody more reasonable.
According to Arm the Nuvia license is contractually tied to server/datacenter usage, while Qualcomm's acquisition of Nuvia packaged these server cores into "Oryon" for PC use in the Snapdragon X Elite SoC and intends to use them in smartphones too, breaching the original agreement.
Here's a better source: https://www.heise.de/en/news/ARM-torpedoes-Windows-on-ARM-De...