OpenAI ends Microsoft legal peril over its $50B Amazon deal

renegotiated the deal binding the two companies On Monday, Microsoft and OpenAI stated that they have, once again. Despite some opinions on X that frame it as a victory for the ChatGPT maker over the Windows giant, both sides are walking away winners.

Most importantly, the novel terms solve an issue that was hanging over OpenAI’s head since it signed its up-to-$50-billion deal with Amazon.

With this novel deal, instead of Microsoft having exclusive access to all of OpenAI’s products and IP until the magical day when OpenAI produces AGI, its partnership has a definitive timeline. This contract gives Microsoft a nonexclusive license to OpenAI IP for models and products through 2032.

The two companies are still calling Microsoft OpenAI’s “primary cloud partner,” meaning that the bulk of OpenAI’s cloud will likely be served by Azure for the six years this deal covers, even as OpenAI rushes to build its own data centers with other partners. In October, OpenAI agreed to acquire an additional $250 billion worth of Microsoft’s cloud. This line is a message to Microsoft shareholders that OpenAI will still be an enormous Azure customer.

OpenAI products will ship “first on Azure, unless Microsoft cannot and chooses not to support the necessary capabilities,” the companies say. But, critically, “OpenAI can now serve all its products to customers across any cloud provider.”

Again, “first” is not defined clearly in this announcement, whether that means exclusive on Azure only for some time period or just that Microsoft will also be among the vendors carrying OpenAI’s latest products.

But the most crucial part of this term: It solves the possibility that Microsoft could sue OpenAI over the AI lab’s deal with Amazon.

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To recap that messiness: In February, OpenAI declared that Amazon was investing up to $50 billion in the model maker, comprised of a $15 billion initial investment and another $35 billion “in the coming months when certain conditions are met,” the companies remarked, without specifying what those conditions were.

In exchange, OpenAI agreed to co-develop a “stateful runtime technology” on AWS Bedrock (the AWS service that serves up various AI models and services). Stateful runtime is the tech that supports AI agents, allowing them to remember tasks and contexts for long periods of time.

OpenAI also promised that AWS would have exclusive rights to serve up OpenAI’s latest agent-making tool, Frontier. And there’s the rub.

OpenAI’s initial agreement with Microsoft prevented OpenAI from selling Frontier exclusively on AWS, and possibly prevented AWS from selling it at all.

While Microsoft had previously agreed to let OpenAI run certain select products, like consumer ChatGPT, on other cloud providers, it retained exclusive rights to any OpenAI product accessed through an API, such as Frontier.

In fact, the same day that OpenAI revealed its AWS deal, Microsoft publicly refuted the AWS-exclusive terms, writing (emphasis Microsoft’s):

Microsoft maintains its exclusive license and access to intellectual property across OpenAI models and products. … Azure remains the exclusive cloud provider of stateless OpenAI APIs. … Any stateless API calls to OpenAI models that result from a collaboration between OpenAI and any third party — including Amazon — would be hosted on Azure. … OpenAI’s first party products, including Frontier, will continue to be hosted on Azure.

Microsoft also emphasized that its terms were in effect until OpenAI achieved AGI. The Financial Times reported that Microsoft even contemplated legal action if it had to enforce these contract terms.

So, the recent agreement eliminates Microsoft’s exclusive rights and solves the AWS legal peril. In a post on X, Amazon CEO Andy Jassy celebrated the deal, adding that it meant OpenAI’s models would become available to customers on AWS Bedrock.

Very interesting announcement from OpenAI this morning. We’re excited to generate OpenAI’s models available directly to customers on Bedrock in the coming weeks, alongside the upcoming Stateful Runtime Environment. With this, builders will have even more choice to pick the right…

While this deal is favorable for OpenAI, Microsoft walked with some wins, too. The recent deal now allows Microsoft to stop paying a revenue share to OpenAI, while OpenAI will continue to pay a revenue share to Microsoft through 2030, although this is now subject to a cap. This also touches on aspects of iOS.

Exactly how much cash will flow to Microsoft is hard to tell, but it’s likely in the billions. Last quarter,In a single quarter from its investment in OpenAI, Microsoft reported that it made $7.5 billion.

The kicker is that Microsoft remains a major shareholder in OpenAI, owning about 27% of the for-profit entity, it commented in October. It financially benefits from OpenAI’s growth, even the sales it makes on AWS.

The downside, of course, is that Microsoft loses out on any extra cloud services it would be able to trade Because of an exclusive deal with OpenAI.

That may not matter much. Just like OpenAI has been courting Microsoft’s biggest competitors, Microsoft has a latest, cozy relationship with OpenAI rival Anthropic for the cloud giant to adopt its Claude AI to power agentic products.

The biggest winners here are enterprises, which get to choose their models and their clouds while the giants compete with each other to serve them.

Here’s a timeline of the recent changes in Microsoft’s relationship with OpenAI:

In October, Microsoft and OpenAI proclaimed a updated agreement to help OpenAI fend off the lawsuit from Elon Musk about its corporate structure that gives OpenAI the ability to run non-API-accessed products on other clouds.

In November, OpenAI and Amazon signed their first multi-year agreement, in which OpenAI contracted for $38 billion worth of AWS cloud.

In February, Amazon announced an up-to-$50-billion investment in OpenAI, pending “certain conditions,” including the exclusive tech development and hosting deal for Frontier and stateful tech. On the same day, Microsoft refuted that AWS will have that tech exclusively.

In March, the Financial Times published that Microsoft is considering legal action.

In April, OpenAI and Microsoft published a fresh deal, that includes a calendar-end date for their exclusive partnership and allows OpenAI to run all of its products on other clouds. Microsoft no longer has to pay OpenAI revenue share. Microsoft remains a major shareholder in OpenAI.

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