OPENAI / Microsoft, the end of a strategic partnership or the start of a structured divorce?

The emblematic partnership between Openai and Microsoft is entering a high -voltage recomposition phase. After eight months of negotiations around the restructuring of the economic model of Openai, the two companies engaged in a face to face where each defends its interests in an increasingly tense balance of power.

Openai wants to in depth the structure of its commercial entity. The objective is to replace its current profits sharing system with a hybrid mechanism in particular by conventional actions, as in a listed company. This transition is essential to consider an IPO. In this context, Openai offers Microsoft to obtain around 33 % of the capital of the new entity, in exchange for the abandonment of its rights on future profits, currently capped at 120 billion dollars

But this capital redefinition is not limited to financial negotiation. It is accompanied by major strategic requests from OpenAI, in particular the end of the exclusivity granted to Microsoft on the accommodation of its models via Azure. This contract currently prevents OPENAI from freely distributing its technologies via other clouds like Amazon, Google or Oracle, despite technical agreements initiated in parallel.

According to a source cited by the Wall Street JournalOpenai now wants “Microsoft to be the only cloud distributor of its models”, which would constitute a major break in the balance of the corporate AI market. Google would have already expressed its opposition to the exclusivity of Microsoft, by pleading with the authorities to cancel it.

The other point of friction concerns the planned acquisition of Windsurf, a startup specializing in the generation of code by AI. OPENAI seeks to exclude Windsurf from the perimeter of intellectual property rights shared with Microsoft. A highly strategic issue, because Windsurf develops direct competing tools of Github Copilot, owned by Microsoft. If the Redmond firm has not formally blocked the operation, it would in return seek concessions on the operating time of OpenAi technologies, currently set at 2030.

Pressure also rises on the issue of income sharing. If the current 20 % repayment clause remains in place, Microsoft could receive up to $ 35 billion in 2030, out of the 174 billion income projected by Openai to this deadline. The company therefore wishes to exclude its future products from this agreement or review its contribution.

In the background, a semantic debate takes on a legal dimension with the definition of AG (artificial general intelligence). According to the current agreement, Microsoft only renounces its rights when AC is affected. But this definition remains unclear, and the two partners oppose the calendar of this hypothetical rocking. Openai believes that it could intervene much earlier than Microsoft forecasts.

This climate of distrust has prompted certain OPENAI leaders to consider an official complaint with American regulators for anti -competitive practices, without however that no formal approach is engaged. In a joint press statement, the two companies want to be reassuring: “We have a long -term and productive partnership. The discussions are underway and we remain optimistic about our future collaboration. »»

The fact remains that the founding balance of the partnership is now broken, on the one hand, a startup that seeks to regain control of its destiny and on the other, a giant who intends to assert his rights, after having injected more than $ 13 billion into the adventure.