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> Arm's argument is that the Nuvia license was canceled when it was taken over by Qualcomm. This is like a windows (or anything else) license for a private per

> Arm's argument is that the Nuvia license was canceled when it was taken over by Qualcomm. This is like a windows (or anything else) license for a private person, that you cannot resell or give to anyone else. I'm curious whether these shenanigans will stand up between corporations as well. Bad way of doing business, in any case.

InTheArena 2y ago
It’s very common for corporations to include successor clauses in contract, to give strategic partners an opportunity to relicense sweetheart deals that they might have given plucky startups *like Nuvia). My suspicion is that it’s going to be very straightforward for ARM to document what successor clauses are in place. I suspect we are going to find out that there is one, and Qualcomm don’t care. Qualcomm is more lawyer company with engineers these days - they even made apple back down on licensing.
deleted 2y ago
[deleted]
Havoc 2y ago
Qualcomm has their own license too. ie in addition to the Nuvia one
- rickdeckard 2y ago
  Qualcomm's license doesn't cover the IP Nuvia created with their license, and Nuvia's license (and everything created under it) became void when Qualcomm acquired the company. Source: https://s3.documentcloud.org/documents/22273195/arm-v-qualcomm-99-9999-stamped-complaint.pdf https://s3.documentcloud.org/documents/22273195/arm-v-qualco...
  - Brian_K_White 2y ago
    So says ARM. Qualcom says otherwise. We don't know who is right with only public info to go on. It all depends on what exactly Qualcoms contract says. Obviously Qualcom has fully educated and competent lawyers who have read their own contracts in detail, and concluded they are good to go. So it's not a given that ARMs assertion is the only valid and winning assertion. It's merely what they want. Maybe they have a right to what they want, maybe they don't.
    - rickdeckard 2y ago
      Actually there's quite alot public info, as the case is quite public. Here's a court-statement from Qualcomm on that topic: https://storage.courtlistener.com/recap/gov.uscourts.ded.79892/gov.uscourts.ded.79892.15.0.pdf https://storage.courtlistener.com/recap/gov.uscourts.ded.798... Qualcomm agrees that the Nuvia License is void, they just claim that they can transfer all their IP to the Qualcomm license:. "3. Qualcomm has its own license agreements with ARM, under which Qualcomm has licensed and paid for the same intellectual property that NUVIA licensed under its own separate agreements with ARM. Therefore, even though ARM terminated the NUVIA licenses, Qualcomm owns independent licenses for the same ARM technology and information" - ARM disagrees on this, referring to a clause in their license-contract with Nuvia: "Upon termination, the Nuvia ALA requires Nuvia to cease using and destroy any technology developed under the Nuvia ALA, as well as cease using Arm’s trademarks in connection with any technology developed under the Nuvia ALA" The response of Qualcomm is this: "4. The notion that ARM has the right to control technology that is not ARM’s—and worse yet, to ask Defendants to destroy their innovation and inventions unless substantial monetary tribute is paid to ARM—offends customary norms of technology ownership, as well as NUVIA’s and Qualcomm’s rights under their agreements with ARM." and this: "7. ARM’s position is a threat to the industry generally. Unless this Court rejects ARM’s arguments, ARM’s extreme position could be weaponized against all of its licensees, allowing ARM to claim ownership over all its licensees’ innovations." - So: 1. Nuvia's license (and everything created under it) became void when Qualcomm acquired the company --> Qualcomm obviously agrees. 2. Qualcomm's license doesn't cover the IP Nuvia created with their license --> Qualcomm argues that this is "offending" and "a threat to the industry" - So it is not so much in dispute what Qualcomm's or Nuvia's contract says, Qualcomm apparently tries to convince the court that they have the right to use Nuvia's IP despite the license of Nuvia saying otherwise...
- masklinn 2y ago
  They don’t even have the Nuvia one anymore, ARM rescinded it.
masklinn 2y ago
> Bad way of doing business, in any case. From Qualcomm? ARM gave Nuvia a sweetheart deal (including IP access) specifically to help tune and spread ARM on the server. Rather than negotiate for their own deal, Qualcomm decided to purchase Nuvia in order to reuse the IP and licenses, neither of which the agreement allowed according to ARM.
- kalleboo 2y ago
  Qualcomm already has their own blanket license and their own custom cores. Nuvia's license only covered server products, so Qualcomm could not use the acquired license anyway. ARM claims that Qualcomms pre-existing license does not allow "technologies developed by third parties under different Arm licenses". So I guess the case will come down to arguing if an acquired company counts as "a third party" or not
  - bluGill 2y ago
    It also comes down to if the courts will allow exclusion of "technologies developed by third parties under different Arm licenses". In some cases the courts will determine some clause like that grossly unfair and so not enforceable. (seems unlikely, but type of thing can happen)
    - kalleboo 2y ago
      And what is a "technology". Can you literally not use anything patented by a third party ever? In court cases like this, technicalities like this matter a lot.
bluGill 2y ago
There is a difference between the Windows license and this - this is a contract. A contract meaning both parties had lawyers in the room (or at least should have) and came to an agreement. With Windows you don't get to change any of the wording, either accept it or not. As such the law and courts place more restrictions on what a license can do - check local laws, but regardless of the wording you may have the right to resell Windows to someone else even if the license says you cannot. However a contract means both parties agreed to this and so the courts are more likely to agree to the wording. Even in a contract there are limits. You can never have a contract for murder is the obvious example. A contract that is very unfair to one party can be void as well - check with a lawyer for details in your area.

InTheArena 2y ago

It’s very common for corporations to include successor clauses in contract, to give strategic partners an opportunity to relicense sweetheart deals that they might have given plucky startups *like Nuvia). My suspicion is that it’s going to be very straightforward for ARM to document what successor clauses are in place. I suspect we are going to find out that there is one, and Qualcomm don’t care. Qualcomm is more lawyer company with engineers these days - they even made apple back down on licensing.

deleted 2y ago

[deleted]

Havoc 2y ago

Qualcomm has their own license too. ie in addition to the Nuvia one

rickdeckard 2y ago
Qualcomm's license doesn't cover the IP Nuvia created with their license, and Nuvia's license (and everything created under it) became void when Qualcomm acquired the company. Source: https://s3.documentcloud.org/documents/22273195/arm-v-qualcomm-99-9999-stamped-complaint.pdf https://s3.documentcloud.org/documents/22273195/arm-v-qualco...
- Brian_K_White 2y ago
  So says ARM. Qualcom says otherwise. We don't know who is right with only public info to go on. It all depends on what exactly Qualcoms contract says. Obviously Qualcom has fully educated and competent lawyers who have read their own contracts in detail, and concluded they are good to go. So it's not a given that ARMs assertion is the only valid and winning assertion. It's merely what they want. Maybe they have a right to what they want, maybe they don't.
  - rickdeckard 2y ago
    Actually there's quite alot public info, as the case is quite public. Here's a court-statement from Qualcomm on that topic: https://storage.courtlistener.com/recap/gov.uscourts.ded.79892/gov.uscourts.ded.79892.15.0.pdf https://storage.courtlistener.com/recap/gov.uscourts.ded.798... Qualcomm agrees that the Nuvia License is void, they just claim that they can transfer all their IP to the Qualcomm license:. "3. Qualcomm has its own license agreements with ARM, under which Qualcomm has licensed and paid for the same intellectual property that NUVIA licensed under its own separate agreements with ARM. Therefore, even though ARM terminated the NUVIA licenses, Qualcomm owns independent licenses for the same ARM technology and information" - ARM disagrees on this, referring to a clause in their license-contract with Nuvia: "Upon termination, the Nuvia ALA requires Nuvia to cease using and destroy any technology developed under the Nuvia ALA, as well as cease using Arm’s trademarks in connection with any technology developed under the Nuvia ALA" The response of Qualcomm is this: "4. The notion that ARM has the right to control technology that is not ARM’s—and worse yet, to ask Defendants to destroy their innovation and inventions unless substantial monetary tribute is paid to ARM—offends customary norms of technology ownership, as well as NUVIA’s and Qualcomm’s rights under their agreements with ARM." and this: "7. ARM’s position is a threat to the industry generally. Unless this Court rejects ARM’s arguments, ARM’s extreme position could be weaponized against all of its licensees, allowing ARM to claim ownership over all its licensees’ innovations." - So: 1. Nuvia's license (and everything created under it) became void when Qualcomm acquired the company --> Qualcomm obviously agrees. 2. Qualcomm's license doesn't cover the IP Nuvia created with their license --> Qualcomm argues that this is "offending" and "a threat to the industry" - So it is not so much in dispute what Qualcomm's or Nuvia's contract says, Qualcomm apparently tries to convince the court that they have the right to use Nuvia's IP despite the license of Nuvia saying otherwise...
masklinn 2y ago
They don’t even have the Nuvia one anymore, ARM rescinded it.

masklinn 2y ago

> Bad way of doing business, in any case. From Qualcomm? ARM gave Nuvia a sweetheart deal (including IP access) specifically to help tune and spread ARM on the server. Rather than negotiate for their own deal, Qualcomm decided to purchase Nuvia in order to reuse the IP and licenses, neither of which the agreement allowed according to ARM.

kalleboo 2y ago
Qualcomm already has their own blanket license and their own custom cores. Nuvia's license only covered server products, so Qualcomm could not use the acquired license anyway. ARM claims that Qualcomms pre-existing license does not allow "technologies developed by third parties under different Arm licenses". So I guess the case will come down to arguing if an acquired company counts as "a third party" or not
- bluGill 2y ago
  It also comes down to if the courts will allow exclusion of "technologies developed by third parties under different Arm licenses". In some cases the courts will determine some clause like that grossly unfair and so not enforceable. (seems unlikely, but type of thing can happen)
  - kalleboo 2y ago
    And what is a "technology". Can you literally not use anything patented by a third party ever? In court cases like this, technicalities like this matter a lot.

bluGill 2y ago

There is a difference between the Windows license and this - this is a contract. A contract meaning both parties had lawyers in the room (or at least should have) and came to an agreement. With Windows you don't get to change any of the wording, either accept it or not. As such the law and courts place more restrictions on what a license can do - check local laws, but regardless of the wording you may have the right to resell Windows to someone else even if the license says you cannot. However a contract means both parties agreed to this and so the courts are more likely to agree to the wording. Even in a contract there are limits. You can never have a contract for murder is the obvious example. A contract that is very unfair to one party can be void as well - check with a lawyer for details in your area.