With its recent acquisition of Nuvia, Qualcomm has a real eye on dramatically increasing Arm’s market share in the world of servers and Windows laptops. But before Qualcomm goes after Intel, the company must… deal with a lawsuit from Arm.
Yes, as Reuters first reported (see case study PDF here), Arm is suing Qualcomm over its $1.4 billion acquisition of Nuvia. ARM has stated that Qualcomm’s acquisition of Nuvia, “Nuvia violates the Arm licenses and Arm terminates those licenses, and as a result, Qualcomm and Nuvia are prohibited from using any Arm-based technology developed under the license.” However, Qualcomm and Nuvia continue to work on Nuvia’s implementation of the Arm architecture, violating Arm’s rights as the creator and licensor of the technology. As a result of the license violation, Arm wants “Qualcomm and Nuvia to stop using and destroy the related Nuvia technology.”
Nuvia has never sold a product, but was famously founded by the lead engineer in Apple’s SoC division. Gerard Williams III, Nuvia’s CEO (now his SVP at Qualcomm Engineering), was Apple’s chief CPU architect for nearly a decade, including the M1 SoC. The Nuvia acquisition represents Qualcomm borrowing Apple’s playbook to scale Arm’s designs to larger (usually x86 powered) devices.
According to the lawsuit, both Nuvia and Qualcomm held the top (and reportedly the most expensive) “Architecture License Agreement (ALA)” of Arm’s license. Arm does not manufacture the chips themselves. The company’s entire business model is designed around licensing his IP to manufacturers. In many cases, it is a license for an “off-the-shelf” Arm CPU design using the “Cortex” brand. However, some of Arm’s big customers have his ALA license, which allows them to design their own Arm chips from scratch rather than using Arm’s designs. This is the license Apple uses to create all custom Arm-based SoCs.
So Nuvia and Qualcomm both had licenses to make custom Arm chips, but when one company buys the other, it creates licensing issues. Arm’s complaint concerns the scope and transfer of work done under his ALA license to Nuvia. The lawsuit stated that “Nuvia’s license fees and royalty rates reflected the anticipated scope and nature of Nuvia’s use of Arm architecture. We have protected Arm’s rights and expectations by prohibiting any assignment without Arm’s consent, regardless of Nuvia was originally a server CPU company, but Qualcomm is doing its job with chips for laptops, smartphones, cars and AR/VR headsets.
Arm says: Arm continues: “Shortly after announcing the merger, Arm wrote to Qualcomm that Nuvia could not transfer its license and that Nuvia’s work-in-progress designs developed under the Nuvia ALA could not be used without Arm’s consent. For over a year, Arm has negotiated with Qualcomm, through Qualcomm Inc. and Qualcomm Technologies, Inc., to reach an agreement regarding Qualcomm’s unauthorized acquisition of Nuvia’s “work in progress technology” and licenses. did. Apparently talks fell apart at some point, and now it’s time to break out the lawyers.
Qualcomm’s general counsel, Ann Chaplin, told The Verge. She continued, “Arm’s complaint ignores the fact that Qualcomm has broad and well-established licensing rights covering custom-designed CPUs, and we are confident that those rights will be affirmed. I have.”
In the big picture, Arm chasing Qualcomm doesn’t make much sense. Qualcomm and Nuvia are Arm’s biggest targets for near-term market growth, which means more loyalty for Arm. Qualcomm says it wants to use Nuvia’s Arm design to tap into his two segments dominated by Intel and AMD: laptops and servers. Arm has 100% of the smartphone market and 100% of the Apple hardware market, including large devices such as laptops and PCs. You’d think Arm would be thrilled that Qualcomm would go after Intel in this way.
It’s also wild that things have gotten to this point. Between his Apple lineage at Qualcomm and Nuvia is a ton of Arm experience. I think everyone knows by now how to navigate the arm license rights.