"All of it"

Demystifying Microsoft's Rights to OpenAI IP.

Dylan Patel asked Satya Nadella about the level of access Microsoft has to OpenAI’s IP. Satya’s response went viral:

Let’s examine this claim based on publicly available information.

Microsoft’s rights to OpenAI’s “standard” IP

Other than “Research IP” (see below), Microsoft does have broad rights to all of OpenAI’s IP until 2032. This includes:

• model architecture

• model weights

• inference code

• finetuning code

• anything related to data center hardware and software

As Satya correctly pointed out during the interview, there is one notable exclusion: Microsoft does not have any IP rights to OpenAI’s consumer hardware.

“Research IP”

Notwithstanding the above, Microsoft has rights to OpenAI’s “Research IP” only through the earlier of: (a) 2030; or (b) verification of OpenAI’s declaration of AGI by an independent expert panel.

“Research IP” means “confidential methods used in the development of models and systems”, such as models intended for internal deployment or research only.

Restrictions on Microsoft’s use of OpenAI’s IP

It’s one thing to have IP rights; it’s another to be able to use them however you like.

The contract between OpenAI and Microsoft includes a clause restricting Microsoft’s use of OpenAI’s IP as follows:

If Microsoft uses OpenAI’s IP to develop AGI, prior to AGI being declared, the models will be subject to compute thresholds; those thresholds are significantly larger than the size of systems used to train leading models today.

What does this mean for Microsoft’s quest for AGI?

Assuming that AGI will be a model larger than the threshold specified in the contract between OpenAI and Microsoft (probably a good assumption), Microsoft won’t be able to use OpenAI’s IP to develop AGI until after OpenAI already has achieved AGI.

Note, however, that:

• Microsoft will be able to use OpenAI’s IP to train smaller models for AGI-related research purposes.

• Nothing prevents Microsoft from separately pursuing AGI without relying on any of OpenAI’s IP.

But once OpenAI’s declaration of AGI is verified, all bets are off. At that point, Microsoft will have a copy of the AGI model’s weights and will be able to race directly against OpenAI to develop even better models ( let’s call them “ASI”).

In that race, Microsoft will no longer have the benefit of OpenAI’s “Research IP”, including models used only for “internal deployment” or “research”. Thus, even if OpenAI develops “ASI” before Microsoft, it won’t have to share it with Microsoft, so long as “ASI” is not publicly released, but instead remains a model in OpenAI’s “internal deployment”.