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.
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.