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Sounds like a change of control type clause. Such clauses are common enough that I‘ve seen some and I‘m not a lawyer. There should be enough case law that Qualc

Sounds like a change of control type clause. Such clauses are common enough that I‘ve seen some and I‘m not a lawyer. There should be enough case law that Qualcomm needs to come up with really good reasons. The strategy to complicate matters might help against a less Arm‘ed opponent but is not convincing.

mdasen 4y ago
I think the complication here, and the case for Qualcomm, is that Qualcomm doesn't want to transfer the Nuvia architecture license to Qualcomm. Qualcomm wants to transfer what was created by Nuvia with that license. Qualcomm argues that it would be unreasonable to allow a company like ARM to control what Nuvia created entirely on its own with the license from ARM and that a reasonable reading of the agreement would mean that Nuvia would need to destroy only the confidential IP ARM provided. I find that argument compelling, but if Nuvia agreed that restriction it becomes a bit less compelling. Imagine an ARM negotiator saying, "We'll give you an architecture license for $X, but we'll cut that rate by 75% if you agree that you can't transfer the stuff you create." It probably wasn't explicit like that (and may not exist at all according to Qualcomm), but one can see how that restriction might occur. It's also hard to completely say where confidential ARM IP would end. For example, let's say I work at Nuvia and you work at ARM and the agreement between our companies includes a lot of access to ARM engineers. I shoot you an email, "We're having problems with X. Can you offer any guidance?" You reply, "Oh yea, this happens a lot. We suggest you do Y." Wonderful! Then two years later my cores all do Y and I designed a way to make them do Y...but it was based off the confidential help that you/ARM provided me. It's a fundamental part of the chip based off that help. I designed it, but I designed it based off confidential information covered by the no-transfer agreement. Is my design confidential ARM IP? Your email telling me to "do Y" needs to be destroyed. But then I built lots of stuff that clearly shows "do Y" that can't really be un-done without destroying what I built. Let's say we destroy all the confidential ARM information that Nuvia got. Now Qualcomm engineers are learning "do Y" from me and my design rather than from ARM - but I only learned it from ARM. Even if I don't tell them "Oh yea, ARM said X doesn't work so don't try it," they're still learning from my design that only exists the way it does because of that confidential ARM information.
- mhandley 4y ago
  Note that in your case of "do Y" being embedded in the Nuvia design, "do Y" would likely be protected by trade secret law if it is covered by Arm's confidentiality and licensing agreement, and Qualcomm would likely not be allowed to use knowledge acquired in this way. Proving how they acquired that trade secret would keep a lot of lawyers busy though. https://www.wipo.int/tradesecrets/en/ https://www.wipo.int/tradesecrets/en/

mdasen 4y ago

I think the complication here, and the case for Qualcomm, is that Qualcomm doesn't want to transfer the Nuvia architecture license to Qualcomm. Qualcomm wants to transfer what was created by Nuvia with that license. Qualcomm argues that it would be unreasonable to allow a company like ARM to control what Nuvia created entirely on its own with the license from ARM and that a reasonable reading of the agreement would mean that Nuvia would need to destroy only the confidential IP ARM provided. I find that argument compelling, but if Nuvia agreed that restriction it becomes a bit less compelling. Imagine an ARM negotiator saying, "We'll give you an architecture license for $X, but we'll cut that rate by 75% if you agree that you can't transfer the stuff you create." It probably wasn't explicit like that (and may not exist at all according to Qualcomm), but one can see how that restriction might occur. It's also hard to completely say where confidential ARM IP would end. For example, let's say I work at Nuvia and you work at ARM and the agreement between our companies includes a lot of access to ARM engineers. I shoot you an email, "We're having problems with X. Can you offer any guidance?" You reply, "Oh yea, this happens a lot. We suggest you do Y." Wonderful! Then two years later my cores all do Y and I designed a way to make them do Y...but it was based off the confidential help that you/ARM provided me. It's a fundamental part of the chip based off that help. I designed it, but I designed it based off confidential information covered by the no-transfer agreement. Is my design confidential ARM IP? Your email telling me to "do Y" needs to be destroyed. But then I built lots of stuff that clearly shows "do Y" that can't really be un-done without destroying what I built. Let's say we destroy all the confidential ARM information that Nuvia got. Now Qualcomm engineers are learning "do Y" from me and my design rather than from ARM - but I only learned it from ARM. Even if I don't tell them "Oh yea, ARM said X doesn't work so don't try it," they're still learning from my design that only exists the way it does because of that confidential ARM information.

mhandley 4y ago
Note that in your case of "do Y" being embedded in the Nuvia design, "do Y" would likely be protected by trade secret law if it is covered by Arm's confidentiality and licensing agreement, and Qualcomm would likely not be allowed to use knowledge acquired in this way. Proving how they acquired that trade secret would keep a lot of lawyers busy though. https://www.wipo.int/tradesecrets/en/ https://www.wipo.int/tradesecrets/en/