According to ARM’s complaint, they gave Nuvia exclusive licensing rights and IP access for specific purpose. Rather than work with arm to negotiate their own deal (or even access Nuvia’s derived IP in good faith) Qualcomm:
- tried to discretely transfer the licenses to a brand new entity
- worked directly with Nuvia’s cores, which Qualcomm’s own license did not permit
- kept at it after nuvia’s own license was terminated
- kept using the Arm trademark in their copy despite that also being linked to the licensing agreement
So from ARM’s point of view, Qualcomm are the greedy ones, and lazy to boot.
It seems weird to me to buy a company and then have to licence the company's own IP from a third party (AFAIK Qualcomm has an ARM ISA licence). Maybe Nuvia signed away exclusive rights to Arm, but at that point they'd be basically working for someone else's benefit.
Or maybe the cores aren't as custom as Qualcomm is telling us, and they contain some separately-licenced Arm tech.
Imagine you buy a non profit which has a special windows licence and then you use that licence for all your for profit windows devices, I don't think that that would be possible.
AFAIK ARM gave Nuvia a licence to use their ip (and access to their IP) for a specific market.
imho Qualcom has the right to use the nuvia ip as laid out in the licence agreement, but not for markets where no licence exists e.g. laptops.
That would make sense if this was about Arm IP, but it seems (reading between the lines here, sorry) that Arm feels that since Nuvia developed their cores under a specific licence from Arm, Qualcomm now needs to re-obtain that licence.
Like if you bought a non-profit and Microsoft told you thay you can't use your pre-existing Visual Studio licence to edit their code, but need to re-negotiate theirs.
I agree with your firs point and I think that is the crux of the matter, but I goes a bit farther than only developed under a specific licence from Arm.
Arm seems to also have given Nuvia access to the technology behind their own cortex cores.
Arm sees anything that nuvia developed as a derivate of their IP and therefore subject to the agreed upon licencing term.
I think that removes some of the weird feeling around the idea of just sharing patents and entering a licensing agreement, but even if arm only gave patent(licences) rights, it would still mean that all of the products of nuvia would be based on that ip.
I don't think your example is applicable, in your situation the product is not a derivate of visual studio, but visual studio is just a tool.
I think this fits the situation better:
You want to write a custom video decoder and because you are small and new a bigger company allows you to use their super fast video decoder and some of their patents if you only sell your software for ios smartphones for a good price.
If you breach any of this, your licence to use their encoder as a base for your products expires and you can't use any of their patents.
The license belonged to the acquired not the acquirer.
A more apt analogy would be if Microsoft gave the source code of Office to a research center and IBM then tried to resell their version of the office suite after buying the research center.
To me out feels very similar to how a spyware company might want to buy a VPN just for their personal data. Except that here there is an actual contract forbidding this.
My uninformed opinion is that Qualcomm is perfectly allowed to keep all the assets and artifacts that Nuvia produced, but is not allowed to create chips based on them
Nuvia 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 their own broad license and use it for all their products, but the license Nuvia had explicitly limits the use of IP created under this license and the license itself is non-transferrable.
So Qualcomm doesn't have Nuvia's ARM-license anymore, and their own ARM-license doesn't cover the IP of Nuvia.
ARM is arguing that the IP of Nuvia therefore does not belong to Qualcomm, and they seem to have the contract to support that.
Meanwhile, Qualcomm thinks that they have no need to license newer (comparable) architectures from ARM, because they acquired the IP from Nuvia...
Yes, new vs. old is not part of the case, but the consequence of it for ARM.
ARM has designed new architectures (Blackhawk, Cortex-X) which achieve comparable performance to Nuvia's IP, but Qualcomm's assumption is that they can apply Nuvia's IP on top of their existing architecture without the need of licensing this new ARM design.
Outside of this case and any financial implications, this bears a big risk for ARM as well, as Qualcomm's heavily-customized architecture could become the de-facto standard for use-cases where generic ARM is already well-supported (i.e. Smartphones, Windows PCs, cars,...).
That's why it makes sense that ARM's contract with Nuvia restricted the license and any derived IP from being transferred to another party. ARM obviously supported Nuvia to develop ARM for servers, but applied conditions to that contract to mitigate the risk for that custom architecture to be applied in other (rather harmonized) use-cases.
And they also are actively trying to turn RISC-V into AArch64 but without any license fees.
If you even try to do any business with Qualcomm they make it incredibly clear they will go nuclear on anyone for the slightest breach of their contracts to protect their IP, but they completely fail to make this reciprocal. It is a classic case of what-I-do-is-valuable-what-you-do-is-trivial.
- tried to discretely transfer the licenses to a brand new entity
- worked directly with Nuvia’s cores, which Qualcomm’s own license did not permit
- kept at it after nuvia’s own license was terminated
- kept using the Arm trademark in their copy despite that also being linked to the licensing agreement
So from ARM’s point of view, Qualcomm are the greedy ones, and lazy to boot.