The two companies are at odds over a clause in the contract that allows OpenAI to restrict Microsoft's access if the company reaches general artificial intelligence (AGI).
Microsoft has made
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https://www.reuters.com/technology/openai-ceo-altman-says-he-has-spoken-with-microsoft-ceo-nadella-nyt-reports-2025-06-25/
For a long time, Microsoft has maintained a great influence as OpenAI's largest investor. At the time of writing, Microsoft owns approximately 49% of OpenAI's commercial division, exclusively sells OpenAI's API via Microsoft Azure, and is also allowed access to OpenAI's intellectual property. However, in recent years, the system has been shaken by OpenAI's attempts to escape from its non-profit corporation management and become a commercial company.
The commercialization of OpenAI has received a lot of backlash, and it was announced that the plan will be abandoned in 2025 and that it will continue to be managed by a non-profit corporation. However, it has been reported that negotiations are taking place between OpenAI and Microsoft regarding 'how much profit Microsoft would make if OpenAI were to hold an initial public offering (IPO).'
OpenAI in talks with Microsoft for future IPO - GIGAZINE
Tough negotiations are ongoing between Microsoft and OpenAI, with Microsoft apparently intending to acquire approximately 35% of the shares if OpenAI were to establish a new commercial company. One of the points of contention between the two companies is a clause in the contract that states that 'if OpenAI's AI system reaches AGI, Microsoft's access to cutting-edge models can be restricted.' If OpenAI were to declare that it had 'reached AGI,' Microsoft's influence would be greatly diminished.
Many experts define AGI as 'AI that has human-like general intelligence and can adapt to a variety of situations.' The Wall Street Journal, a business newspaper, reported that Microsoft and OpenAI are at odds over this issue.
According to people familiar with the matter, OpenAI executives, including CEO Sam Altman, believe the company is close to declaring its AI tools as having reached AGI level, which OpenAI defines as 'highly autonomous systems that outperform humans in the most economically rewarding tasks.'
Meanwhile, Microsoft CEO Satya Nadella has expressed skepticism about AGI. In February, he commented on a podcast that 'the important milestones we claim for AGI are just meaningless benchmark hacks.' In an interview at the AI Startup School in San Francisco in June, he also argued that AI and AGI should be evaluated by bringing real benefits, expressing a negative view on evaluating them solely by benchmarks.
The Wall Street Journal reported that 'as part of recent negotiations, Microsoft is seeking to either remove the clause from the contract entirely or to ensure exclusive access to OpenAI's intellectual property even after AGI is declared.'
According to the Wall Street Journal, OpenAI executives discussed the possibility of declaring AGI through 'AI coding agents that exceed the capabilities of advanced human programmers.'
The contract between Microsoft and OpenAI allows OpenAI's board of directors to declare AGI in good faith. However, Microsoft, if dissatisfied with the declaration, could sue OpenAI for declaring AGI in bad faith.
OpenAI can also declare a 'sufficient AGI' once it determines its AI systems will provide sufficient future benefits to Microsoft, at which point Microsoft must approve the sufficient AGI, at which point OpenAI will be allowed to sell or license its technology to other cloud providers.
According to Altman's New York Times podcast, he and Nadella spoke on the phone on June 23. 'Of course, there are tensions in any partnership, no matter how deep, and we have our own tensions, but overall, it's a great relationship for both companies,' Altman said.
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