OpenAI placed three safeguards on itself when it transformed from a pure nonprofit to a "capped-profit" structure in 2019: a profit cap, an AGI trigger that would terminate Microsoft's license, and an exclusivity clause. By the time jury selection began in Elon Musk's lawsuit against the company — a case that essentially argues the company systematically dismantled the nonprofit safeguards it promised donors — all three had been rewritten or removed.
Profit cap: In 2019, investors were limited to returns of 100x their investment; anything beyond went to the nonprofit. When OpenAI converted to a Public Benefit Corporation (PBC) in May 2025, that cap was removed in favor of ordinary stock with no return limit. Sam Altman told employees that the capped-profit model made sense when only one AGI company existed, but with multiple competitors it was "no longer applicable." The $6.6 billion funding round — which came amid reports of slowing growth — was contingent on removing the cap.
AGI trigger: The 2019 agreement stated that once OpenAI's board declared AGI had been achieved, Microsoft's commercial license would automatically terminate. The October 2025 PBC conversion agreement rewrote that: AGI determination shifted to an independent expert panel, Microsoft's IP license was extended through 2032 and explicitly covers post-AGI models, and Microsoft was allowed to independently pursue AGI. What was once "achieve and end" became "achieve and continue."
Exclusivity and revenue sharing: Previously, Microsoft held exclusive rights to OpenAI's IP, with revenue sharing lasting until AGI was declared. An April 27 amendment stripped Microsoft of exclusivity, and days later OpenAI announced it could now host models on competing clouds like AWS. Revenue sharing was fixed to run through 2030, decoupled from OpenAI's technical progress — AGI achievement no longer triggers any change in commercial terms.
The three revisions happened in May 2025, October 2025, and April 27, 2026 — the last one announced on the very day of jury selection. Musk's team will argue this was a deliberate dismantling of protections; OpenAI's team will argue it was a necessary adjustment in a competitive environment.