Simon Willison’s Weblog

Tracking the history of the now-deceased OpenAI Microsoft AGI clause

27th April 2026

For many years, Microsoft and OpenAI’s relationship has included a weird clause saying that, should AGI be achieved, Microsoft’s commercial IP rights to OpenAI’s technology would be null and void. That clause appeared to end today. I decided to try and track its expression over time on openai.com.

OpenAI, July 22nd 2019 in Microsoft invests in and partners with OpenAI to support us building beneficial AGI (emphasis mine):

OpenAI is producing a sequence of increasingly powerful AI technologies, which requires a lot of capital for computational power. The most obvious way to cover costs is to build a product, but that would mean changing our focus. Instead, we intend to license some of our pre-AGI technologies, with Microsoft becoming our preferred partner for commercializing them.

But what is AGI? The OpenAI Charter was first published in April 2018 and has remained unchanged at least since this March 11th 2019 archive.org capture:

OpenAI’s mission is to ensure that artificial general intelligence (AGI)—by which we mean highly autonomous systems that outperform humans at most economically valuable work—benefits all of humanity.

Here’s the problem: if you’re going to sign an agreement with Microsoft that is dependent on knowing when “AGI” has been achieved, you need something a little more concrete.

In December 2024 The Information reported the details (summarized here outside of their paywall by TechCrunch):

Last year’s agreement between Microsoft and OpenAI, which hasn’t been disclosed, said AGI would be achieved only when OpenAI has developed systems that have the ability to generate the maximum total profits to which its earliest investors, including Microsoft, are entitled, according to documents OpenAI distributed to investors. Those profits total about $100 billion, the documents showed.

So AGI is now whenever OpenAI’s systems are capable of generating $100 billion in profit?

In October 2025 the process changed to being judged by an “independent expert panel”. In The next chapter of the Microsoft–OpenAI partnership:

The agreement preserves key elements that have fueled this successful partnership—meaning OpenAI remains Microsoft’s frontier model partner and Microsoft continues to have exclusive IP rights and Azure API exclusivity until Artificial General Intelligence (AGI). [...]

Once AGI is declared by OpenAI, that declaration will now be verified by an independent expert panel. [...]

Microsoft’s IP rights to research, defined as the confidential methods used in the development of models and systems, will remain until either the expert panel verifies AGI or through 2030, whichever is first.

OpenAI on February 27th, 2026 in Joint Statement from OpenAI and Microsoft:

AGI definition and processes are unchanged. The contractual definition of AGI and the process for determining if it has been achieved remains the same.

OpenAI today, April 27th 2026 in The next phase of the Microsoft OpenAI partnership (emphasis mine):

• Microsoft will continue to have a license to OpenAI IP for models and products through 2032. Microsoft’s license will now be non-exclusive.
• Microsoft will no longer pay a revenue share to OpenAI.
• Revenue share payments from OpenAI to Microsoft continue through 2030, independent of OpenAI’s technology progress, at the same percentage but subject to a total cap.

As far as I can tell “independent of OpenAI’s technology progress” is a declaration that the AGI clause is now dead. Here’s The Verge coming to the same conclusion: The AGI clause is dead.

My all-time favorite commentary on OpenAI’s approach to AGI remains this 2023 hypothetical by Matt Levine:

And the investors wailed and gnashed their teeth but it’s true, that is what they agreed to, and they had no legal recourse. And OpenAI’s new CEO, and its nonprofit board, cut them a check for their capped return and said “bye” and went back to running OpenAI for the benefit of humanity. It turned out that a benign, carefully governed artificial superintelligence is really good for humanity, and OpenAI quickly solved all of humanity’s problems and ushered in an age of peace and abundance in which nobody wanted for anything or needed any Microsoft products. And capitalism came to an end.