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of Withdrawal filed by Bradley R Wilson, no longer appearing on behalf of Aestas Management Company, LLC(a Delaware limited liability company), Aestas, LLC(a Delaware limited liability company), Samuel Altman, Gregory Brockman, OAI Corporation, LLC, OpenAI GP, L.L.C., OpenAI Global, LLC(a Delaware limited liability company), OpenAI Holdings, LLC(a Delaware limited liability company), OpenAI OpCo, LLC(a Delaware limited liability company), OpenAI Startup Fund GP I, L.L.C.(a limited liability company), OpenAI Startup Fund I, L.P.(a Delaware limited partnership), OpenAI Startup Fund Management, LLC(a Delaware limited liability company), OpenAI Startup Fund SPV GP I, L.L.C., OpenAI Startup Fund SPV GP II, L.L.C., OpenAI Startup Fund SPV GP III, L.L.C.(a Delaware limited liability company), OpenAI Startup Fund SPV GP IV, L.L.C.(a Delaware limited liability company), OpenAI Startup Fund SPV I, L.P., OpenAI Startup Fund SPV II, L.P., OpenAI Startup Fund SPV III, L.P.(a Delaware limited liability company), OpenAI Startup Fund SPV IV, L.P.(a Delaware limited liability company), OpenAI, Inc.(a Delaware Corporation), OpenAI, L.L.C.(a Delaware limited liability company), OpenAI, L.P.(a Delaware limited partnership) in this case (Wilson, Bradley) (Filed on 8/11/2026) (Entered: 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of Withdrawal filed by Randall Jackson, no longer appearing on behalf of Aestas Management Company, LLC(a Delaware limited liability company), Aestas, LLC(a Delaware limited liability company), Samuel Altman, OAI Corporation, LLC, OpenAI GP, L.L.C., OpenAI Global, LLC(a Delaware limited liability company), OpenAI Holdings, LLC(a Delaware limited liability company), OpenAI OpCo, LLC(a Delaware limited liability company), OpenAI Startup Fund GP I, L.L.C.(a limited liability company), OpenAI Startup Fund I, L.P.(a Delaware limited partnership), OpenAI Startup Fund Management, LLC(a Delaware limited liability company), OpenAI Startup Fund SPV GP I, L.L.C., OpenAI Startup Fund SPV GP II, L.L.C., OpenAI Startup Fund SPV GP III, L.L.C.(a Delaware limited liability company), OpenAI Startup Fund SPV GP IV, L.L.C.(a Delaware limited liability company), OpenAI Startup Fund SPV I, L.P., OpenAI Startup Fund SPV II, L.P., OpenAI Startup Fund SPV III, L.P.(a Delaware limited liability company), 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of Withdrawal filed by Sarah Kathleen Eddy, no longer appearing on behalf of Aestas Management Company, LLC(a Delaware limited liability company), Aestas, LLC(a Delaware limited liability company), Samuel Altman, Gregory Brockman, OAI Corporation, LLC, OpenAI GP, L.L.C., OpenAI Global, LLC(a Delaware limited liability company), OpenAI Holdings, LLC(a Delaware limited liability company), OpenAI OpCo, LLC(a Delaware limited liability company), OpenAI Startup Fund GP I, L.L.C.(a limited liability company), OpenAI Startup Fund I, L.P.(a Delaware limited partnership), OpenAI Startup Fund Management, LLC(a Delaware limited liability company), OpenAI Startup Fund SPV GP I, L.L.C., OpenAI Startup Fund SPV GP II, L.L.C., OpenAI Startup Fund SPV GP III, L.L.C.(a Delaware limited liability company), OpenAI Startup Fund SPV GP IV, L.L.C.(a Delaware limited liability company), OpenAI Startup Fund SPV I, L.P., OpenAI Startup Fund SPV II, L.P., OpenAI Startup Fund SPV III, L.P.(a Delaware limited liability company), OpenAI Startup Fund SPV IV, L.P.(a Delaware limited liability company), OpenAI, Inc.(a Delaware Corporation), OpenAI, L.L.C.(a Delaware limited liability company), OpenAI, L.P.(a Delaware limited partnership) in this case (Eddy, Sarah) (Filed on 8/11/2026) (Entered: 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of Withdrawal filed by William Savitt, no longer appearing on behalf of Aestas Management Company, LLC(a Delaware limited liability company), Aestas, LLC(a Delaware limited liability company), Samuel Altman, Gregory Brockman, OAI Corporation, LLC, OpenAI GP, L.L.C., OpenAI Global, LLC(a Delaware limited liability company), OpenAI Holdings, LLC(a Delaware limited liability company), OpenAI OpCo, LLC(a Delaware limited liability company), OpenAI Startup Fund GP I, L.L.C.(a limited liability company), OpenAI Startup Fund I, L.P.(a Delaware limited partnership), OpenAI Startup Fund Management, LLC(a Delaware limited liability company), OpenAI Startup Fund SPV GP I, L.L.C., OpenAI Startup Fund SPV GP II, L.L.C., OpenAI Startup Fund SPV GP III, L.L.C.(a Delaware limited liability company), OpenAI Startup Fund SPV GP IV, L.L.C.(a Delaware limited liability company), OpenAI Startup Fund SPV I, L.P., OpenAI Startup Fund SPV II, L.P., OpenAI Startup Fund SPV III, L.P.(a Delaware limited liability company), OpenAI Startup Fund SPV IV, L.P.(a Delaware limited liability company), OpenAI, Inc.(a Delaware Corporation), OpenAI, L.L.C.(a Delaware limited liability company), OpenAI, L.P.(a Delaware limited partnership) in this case (Savitt, William) (Filed on 8/11/2026) (Entered: 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Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 1 of 48\n\n\n\n\n 1 MARC TOBEROFF (CA SBN 188547)\n MToberoff@toberoffandassociates.com\n 2 TOBEROFF & ASSOCIATES, P.C.\n 23823 Malibu Road, Suite 50-363\n 3 Malibu, CA 90265\n Telephone: (310) 246-3333\n 4\n STEVEN F. MOLO (pro hac vice)\n 5 ROBERT K. KRY (pro hac vice)\n JENNIFER M. SCHUBERT (pro hac vice)\n 6 WALTER H HAWES IV (pro hac vice)\n ALEXANDRA C. EYNON (pro hac vice)\n 7 SARA TOFIGHBAKHSH (pro hac vice)\n MOLOLAMKEN LLP\n 8 430 Park Avenue\n New York, NY 10022\n 9 Telephone: (212) 607-8160\n\n10 Attorneys for Plaintiffs Elon Musk\n and X.AI Corp.\n11\n\n12 UNITED STATES DISTRICT COURT\n13 NORTHERN DISTRICT OF CALIFORNIA\n14 OAKLAND DIVISION\n15 ELON MUSK et al., Case No. 4:24-cv-04722-YGR\n16 PLAINTIFFS\u2019 ANSWER\n Plaintiffs, AND DEFENSES TO\n17 THE OPENAI DEFENDANTS\u2019\n v. AMENDED COUNTERCLAIMS\n18 SAMUEL ALTMAN et al.,\n\n19 Defendants.\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\n28\n\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 2 of 48\n\n\n\n\n 1 ANSWER\n\n 2 Plaintiffs Elon Musk and X.AI Corp. (collectively \u201cPlaintiffs\u201d) hereby answer Count I\n\n 3 (Unfair Competition Under California Business & Professions Code \u00a7\u00a7 17200 et seq.) and Count II\n\n 4 (Tortious Interference with Prospective Economic Advantage) of the OpenAI Defendants\u2019\n\n 5 Amended Counterclaims (Dkt. 229 at 1-26).\n\n 6 PRELIMINARY STATEMENT\n\n 7 1. Since its founding as an AI research lab in December 2015, OpenAI has had one\n\n 8 mission: to ensure that artificial intelligence with the ability to outperform humans\u2014artificial\n\n 9 general intelligence, or \u201cAGI\u201d\u2014benefits all humanity.\n\n10 RESPONSE: Denied.\n\n11 2. Counterclaim Defendant Elon Musk worked with Sam Altman, Greg Brockman,\n\n12 and Ilya Sutskever to help launch OpenAI. He sat on OpenAI\u2019s board and pledged $1 billion in\n\n13 donations to the organization, which was set up as a nonprofit.\n\n14 RESPONSE: Plaintiffs admit the allegations in the first sentence of Paragraph 2. Plaintiffs\n\n15 further admit that OpenAI was set up as a nonprofit, that Musk sat on OpenAI\u2019s board, and that\n\n16 Musk pledged $1 billion to support OpenAI to the extent other donors failed to provide that amount\n\n17 and the organization remained committed to its charitable mission.\n\n18 3. But Musk\u2019s involvement with OpenAI was short-lived. In 2017 and 2018, Altman,\n\n19 Brockman, and Sutskever refused to bow to Musk\u2019s demands for control of the enterprise or,\n\n20 alternatively, its absorption into Musk\u2019s electric car company, Tesla. So Musk quit, declaring that\n\n21 OpenAI would fail without him and that he would focus on AI development at Tesla. The $1 billion\n\n22 commitment he\u2019d made to OpenAI was never satisfied\u2014not even close.\n\n23 RESPONSE: Plaintiffs deny the allegations in the first and second sentences of Paragraph 3.\n\n24 Plaintiffs admit that, after disagreements with Altman, Brockman, and Sutskever regarding\n\n25 OpenAI\u2019s governance and organizational structure, Musk stepped down from the OpenAI board in\n\n26 February 2018 to focus on his other commitments, including his role as CEO of Tesla, which was\n\n27 then developing AI technology. Plaintiffs further admit that Musk provided $38,191,066 in\n\n28 financial contributions to OpenAI, in addition to numerous highly valuable non-financial\n 1\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 3 of 48\n\n\n\n\n 1 contributions. Plaintiffs otherwise deny the allegations in Paragraph 3.\n\n 2 4. Years later, in 2022, OpenAI launched ChatGPT, an AI chatbot that attracted\n\n 3 attention and users on an unprecedented scale. ChatGPT drew a new spotlight onto OpenAI. Musk\n\n 4 had nothing to do with it.\n\n 5 RESPONSE: Plaintiffs admit that OpenAI launched ChatGPT in 2022. Plaintiffs lack\n\n 6 knowledge or information sufficient to form an opinion regarding the truth of the remaining\n\n 7 allegations in the first sentence of Paragraph 4 and deny them on that basis. Plaintiffs otherwise\n\n 8 deny the allegations in Paragraph 4.\n\n 9 5. In March 2023, GPT-4, OpenAI\u2019s then-latest technology, was hailed as a\n\n10 transformative breakthrough on the path to AGI. Again Musk was on the sidelines.\n\n11 RESPONSE: Paragraph 5 purports to characterize public commentary on GPT-4 cited in\n\n12 Paragraph 53 and footnotes 2 and 3, infra. Plaintiffs respectfully refer the Court to the sources cited\n\n13 therein for the complete and accurate contents of that commentary. Plaintiffs otherwise lack\n\n14 knowledge or information sufficient to form an opinion regarding the truth of the allegations in the\n\n15 first sentence of Paragraph 5 and deny them on that basis. Plaintiffs admit that, as of March 2023,\n\n16 Musk had no formal role with OpenAI. Plaintiffs otherwise deny the allegations in the second\n\n17 sentence of Paragraph 5.\n\n18 6. Musk could not tolerate seeing such success for an enterprise he had abandoned and\n\n19 declared doomed. He made it his project to take down OpenAI, and to build a direct competitor that\n\n20 would seize the technological lead\u2014not for humanity but for Elon Musk.\n\n21 RESPONSE: Denied.\n\n22 7. The ensuing campaign has been relentless. Through press attacks, malicious\n\n23 campaigns broadcast to Musk\u2019s more than 200 million followers on the social media platform he\n\n24 controls, a pretextual demand for corporate records, harassing legal claims, and a sham bid for\n\n25 OpenAI\u2019s assets, Musk has tried every tool available to harm OpenAI.\n\n26 RESPONSE: Denied.\n\n27 8. Those efforts have only intensified in recent months, as OpenAI has announced a\n\n28 possible restructuring that would see the existing for-profit entity under the nonprofit OpenAI, Inc.\n 2\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 4 of 48\n\n\n\n\n 1 become a public benefit corporation, allowing it to better compete for capital and top talent in service\n\n 2 of the mission to develop AGI for the benefit of humanity. Pretending to represent the public, Musk\n\n 3 seeks to prevent that restructuring\u2014even though, years ago, he advised that a similar reorganization\n\n 4 was needed to salvage OpenAI\u2019s mission. Musk peddles the false claim that OpenAI is planning to\n\n 5 \u201cconvert\u201d from a nonprofit into a for-profit enterprise. He does so knowing the nonprofit not only\n\n 6 would continue to exist, but would be one of the best-resourced in history.\n\n 7 RESPONSE: Denied.\n\n 8 9. OpenAI is resilient, and the employees, investors, and partners at the core of its\n\n 9 mission recognize that Musk\u2019s claims are as meritless as they are self-serving. But Musk\u2019s actions\n\n10 have taken a toll. Should his campaign persist, greater harm is threatened\u2014to OpenAI\u2019s ability to\n\n11 govern in service of its mission, to the relationships that are essential to furthering that mission, and\n\n12 to the public interest. Investors, partners, and employees saw what happened to Twitter when Musk\n\n13 took it over in 2022: the company\u2019s value plummeted, business partners were left hanging, most\n\n14 employees were sent packing, and the business was ultimately absorbed into Musk\u2019s AI company.\n\n15 Musk\u2019s continued attacks on OpenAI, culminating most recently in the fake takeover bid designed\n\n16 to disrupt OpenAI\u2019s future, must cease. Musk should be enjoined from further unlawful and unfair\n\n17 action, and held responsible for the damage he has already caused.\n\n18 RESPONSE: Denied.\n\n19 PARTIES\n\n20 10. Counterclaim Plaintiff OpenAI, Inc. is a registered nonprofit corporation\n\n21 incorporated under the laws of Delaware on December 8, 2015. OpenAI, Inc. is registered as an out-\n\n22 of-state nonprofit corporation with the California Secretary of State and has its principal place of\n\n23 business at 1455 3rd St., San Francisco, CA 94158.\n\n24 RESPONSE: Plaintiffs admit the allegations in Paragraph 10 and respond that, on\n\n25 information and belief, OpenAI, Inc. changed its name to the OpenAI Foundation on or around\n\n26 October 28, 2025.\n\n27 11. Counterclaim Plaintiff OpenAI Global, LLC is a registered limited liability company\n\n28 formed under the laws of Delaware on December 28, 2022. OpenAI Global, LLC is registered as an\n 3\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 5 of 48\n\n\n\n\n 1 out-of-state limited liability company with the California Secretary of State and has its principal\n\n 2 place of business at 1455 3rd St., San Francisco, CA 94158.\n\n 3 RESPONSE: Admitted.\n\n 4 12. Counterclaim Plaintiff OpenAI OpCo, LLC is a registered limited liability company\n\n 5 formed under the laws of Delaware on September 19, 2018 as OpenAI L.P. that was later converted\n\n 6 to OpenAI OpCo, LLC on January 23, 2023. OpenAI OpCo, LLC is registered as an out-of-state\n\n 7 limited liability company with the California Secretary of State and has its principal place of\n\n 8 business at 1455 3rd St., San Francisco, CA 94158.\n\n 9 RESPONSE: Admitted.\n\n10 13. Counterclaim Defendant Elon Musk is an individual residing in Texas.\n\n11 RESPONSE: Admitted.\n\n12 14. Counterclaim Defendant X.AI Corp. (\u201cxAI\u201d) is a public benefit corporation formed\n\n13 under the laws of Nevada with its principal place of business at 3180 18th Street, San Francisco,\n\n14 CA 94110.\n\n15 RESPONSE: Plaintiffs admit that X.AI Corp. (\u201cxAI\u201d) was originally formed under the\n\n16 laws of Nevada and was previously registered as a public benefit corporation. Today, xAI is a\n\n17 wholly owned indirect subsidiary of Space Exploration Technologies Corp. (\u201cSpaceX\u201d) and is\n\n18 incorporated under the laws of Nevada with its principal place of business at 800 W. Cesar Chavez\n\n19 St., Austin, Texas 78701.\n\n20 JURISDICTION\n\n21 15. The Court has supplemental jurisdiction over Counterclaim Plaintiffs\u2019 claims\n\n22 pursuant to 28 U.S.C. \u00a7 1367 because the claims form part of the same case or controversy and arise\n\n23 out of the same transaction or occurrence as Counterclaim Defendants\u2019 claims under Article III of\n\n24 the United States Constitution.\n\n25 RESPONSE: Admitted.\n\n26 16. The Court has personal jurisdiction over Counterclaim Defendant Musk, who has\n\n27 availed himself of this forum by asserting claims in this Court against the OpenAI Defendants.\n\n28 RESPONSE: Admitted.\n 4\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 6 of 48\n\n\n\n\n 1 17. The Court has personal jurisdiction over Counterclaim Defendant xAI, a corporation\n\n 2 headquartered in California that has also availed itself of this forum by asserting claims in this Court\n\n 3 against the OpenAI Defendants.\n\n 4 RESPONSE: Plaintiffs admit that the Court has personal jurisdiction over xAI and that xAI\n\n 5 has asserted claims in this Court against the OpenAI Defendants. Plaintiffs otherwise deny the\n\n 6 allegations in Paragraph 17.\n\n 7 18. Venue is proper in the Northern District of California because the counterclaims\n\n 8 asserted herein are compulsory counterclaims, and venue is proper in the original action, and, under\n\n 9 28 U.S.C. \u00a7 1391(b), because a substantial part of the events giving rise to the counterclaims\n\n10 occurred in this District and this Court has personal jurisdiction over the Counterclaim Defendants.\n\n11 RESPONSE: Admitted.\n\n12 FACTUAL ALLEGATIONS\n\n13 A. OpenAI is founded\n\n14 19. In May 2015, Sam Altman proposed to Elon Musk an idea he had discussed with\n15 Greg Brockman: the formation of an \u201cAI lab\u201d with the mission of \u201ccreat[ing] the first general AI\n\n16 and us[ing] it for individual empowerment.\u201d\n\n17 RESPONSE: Paragraph 19 purports to quote from and characterize a May 25, 2015 email\n18 and a June 25, 2015 email, admitted as Trial Exhibits 3 and 5, respectively, to which Plaintiffs\n\n19 respectfully refer the Court for their complete and accurate contents. Plaintiffs otherwise deny the\n\n20 allegations in Paragraph 19.\n\n21 20. Altman and Brockman understood that attaining AGI\u2014highly advanced artificial\n22 intelligence systems that are generally smarter than humans and can outperform humans at most\n\n23 economically valuable work\u2014could prove transformative. The technology could exponentially\n\n24 advance scientific and medical knowledge, expand the limits of human ingenuity and creativity, and\n\n25 turbocharge the economy. But the technology presented risks. The new AI lab would therefore be\n\n26 committed to developing AGI in the interests of humanity as a whole.\n\n27 RESPONSE: Plaintiffs lack knowledge or information sufficient to form a belief as to the\n28 truth of the allegations in the first sentence of Paragraph 20 and deny them on that basis. Plaintiffs\n 5\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 7 of 48\n\n\n\n\n 1 admit that highly advanced artificial intelligence systems can advance scientific and medical\n\n 2 knowledge, improve human ingenuity and creativity, and boost the economy, but also present risks.\n\n 3 Plaintiffs further admit that OpenAI\u2019s mission included a commitment to developing AGI in the\n\n 4 interests of humanity as a whole.\n\n 5 21. Musk expressed support for these ideas. In July 2015, he had dinner with Altman,\n\n 6 Brockman, and Ilya Sutskever, among others, to explore the project under contemplation. The\n\n 7 discussion centered on the feasibility of launching an AGI project that could become and stay\n\n 8 competitive with DeepMind, an AI company under the umbrella of Google.\n\n 9 RESPONSE: Plaintiffs admit that, as the original source of the idea for OpenAI, Musk\n\n10 supported the ideas underlying the organization\u2019s founding and attended a July 2015 dinner with\n\n11 Altman, Brockman, and Ilya Sutskever, among others, to discuss, among other things, the potential\n\n12 founding of OpenAI. Plaintiffs further admit that one of the founding ideas behind OpenAI\n\n13 discussed at the July 2015 dinner was to create a \u201ccounterweight\u201d to DeepMind, meaning a company\n\n14 that was the opposite of Google: open source and organized as a nonprofit, with AI safety as a\n\n15 priority. Plaintiffs otherwise deny the allegations in Paragraph 21.\n\n16 22. Immediately following the July 2015 dinner, Altman and Brockman resolved to\n\n17 move forward with this idea and began recruiting a team. The original plan was to associate the lab\n\n18 with Y Combinator, the startup accelerator where Altman worked. By November 2015, Altman,\n\n19 Brockman, and Sutskever had issued offers to their founding team.\n\n20 RESPONSE: Plaintiffs lack knowledge or information sufficient to form an opinion\n\n21 regarding the truth of the allegations in the first and second sentences of Paragraph 21 to the extent\n\n22 they characterize Altman and Brockman\u2019s intentions or mental state and deny them on that basis.\n\n23 Plaintiffs admit that, after the July 2015 dinner, Altman and Brockman \u2013 along with Musk \u2013 were\n\n24 involved in moving the idea of OpenAI forward and recruiting OpenAI\u2019s founding team members.\n\n25 Plaintiffs further admit that, by November 2015, certain members of OpenAI\u2019s founding team had\n\n26 received offers to join OpenAI. Plaintiffs otherwise deny the allegations in Paragraph 22.\n\n27 23. After meeting the prospective team members to help persuade them to accept their\n\n28 offers, Musk said he wanted to become more involved in the lab\u2014provided it did not operate under\n 6\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 8 of 48\n\n\n\n\n 1 the auspices of Y Combinator. Altman, Brockman, and Sutskever agreed.\n\n 2 RESPONSE: Plaintiffs admit that Musk met with prospective OpenAI team members to\n\n 3 recruit them to OpenAI, that Musk did not want OpenAI to operate under the auspices of Y\n\n 4 Combinator, and that Altman, Brockman, and Sutskever agreed not to operate under Y Combinator.\n\n 5 Plaintiffs deny the remaining allegations in Paragraph 23.\n\n 6 24. In December 2015, Altman, Brockman, Sutskever, and Musk launched OpenAI. The\n\n 7 organization\u2014OpenAI, Inc.\u2014took the form of a Delaware nonprofit corporation organized for\n\n 8 charitable and/or educational purposes within the meaning of section 501(c)(3) of the Internal\n\n 9 Revenue Code. Musk thought the nonprofit structure not \u201coptimal,\u201d and advised it would\n\n10 \u201c[p]robably be better to have a standard C corp with a parallel nonprofit\u201d\u2014i.e., a for-profit\n\n11 corporation with an affiliated nonprofit. But the founders ultimately were satisfied that a nonprofit\n\n12 alone would serve the mission for the time being. Musk became a \u201cmember\u201d of the nonprofit and a\n\n13 co-chair of OpenAI, Inc.\u2019s board of directors.\n\n14 RESPONSE: Plaintiffs admit the allegations in the first and second sentences of Paragraph\n\n15 24. Plaintiffs deny the allegations in the third and fourth sentences of Paragraph 24, which purport\n\n16 to quote from and characterize a November 20, 2015 email, admitted as Trial Exhibit 507, to which\n\n17 Plaintiffs respectfully refer the Court for its complete and accurate contents. Plaintiffs admit the\n\n18 allegations in the fifth sentence of Paragraph 24.\n\n19 25. The \u201cspecific purpose\u201d of OpenAI, Inc., as reflected in its founding Certificate of\n\n20 Incorporation, was \u201cto provide funding for research, development and distribution of technology\n\n21 related to artificial intelligence.\u201d The Certificate stated that the \u201ctechnology will benefit the public\u201d\n\n22 and \u201cthe corporation will seek to open source technology for the public benefit where applicable.\u201d\n\n23 These statements comported with discussions Altman, Brockman, Musk, and Sutskever had in the\n\n24 months before and shortly after OpenAI\u2019s formation. In June 2015, Musk agreed with Altman to\n\n25 \u201chave an ongoing conversation about what work should be open-sourced and what shouldn\u2019t.\u201d In\n\n26 January 2016, Sutskever proposed and Musk agreed that \u201c[a]s we get closer to building AI, it will\n\n27 make sense to start being less open. The Open in [O]penAI means that everyone should benefit from\n\n28 the fruits of AI after it[\u2019]s built, but it\u2019s totally OK to not share science.\u201d\n 7\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 9 of 48\n\n\n\n\n 1 RESPONSE: The first and second sentences of Paragraph 25 purport to quote from and\n\n 2 characterize OpenAI\u2019s Delaware Certificate of Incorporation, filed December 8, 2015, admitted as\n\n 3 Trial Exhibit 16, to which Plaintiffs respectfully refer the Court for its complete and accurate\n\n 4 contents. Plaintiffs admit that OpenAI\u2019s Delaware Certificate of Incorporation comported with\n\n 5 conversations Altman, Brockman, Musk, and Sutskever had in the months before and shortly after\n\n 6 OpenAI\u2019s formation \u2013 specifically the agreement that OpenAI would open source its technology\n\n 7 except where safety concerns weighed against open-sourcing. Plaintiffs deny the allegations in the\n\n 8 fourth and fifth sentences of Paragraph 25, which purport to quote from and characterize a June 25,\n\n 9 2015 email and a January 2, 2016 email, admitted as Trial Exhibits 5 and 516, respectively, to which\n\n10 Plaintiffs respectfully refer the Court for their complete and accurate contents.\n\n11 26. OpenAI\u2019s mission, as stated in the OpenAI, Inc. Charter, is to \u201censure that artificial\n\n12 general intelligence . . . benefits all of humanity.\u201d The Charter recognizes that \u201cto be effective at\n\n13 addressing AGI\u2019s impact on society, OpenAI must be on the cutting edge of AI capabilities.\u201d\n\n14 RESPONSE: Paragraph 26 purports to quote from and characterize the OpenAI, Inc.\n\n15 Charter, admitted as Trial Exhibit 24, to which Plaintiffs respectfully refer the Court for its complete\n\n16 and accurate contents. Plaintiffs deny that the portions of the Charter quoted in Paragraph 26 fully\n\n17 represent OpenAI\u2019s mission.\n\n18 27. OpenAI was, and has remained, committed to its mission.\n\n19 RESPONSE: Denied.\n\n20 B. OpenAI\u2019s founders, including Musk, consider a restructuring to facilitate furtherance\n of the mission\n21\n\n22 28. OpenAI\u2019s founders knew the project of developing AGI that benefits humanity\n23 would require significant funding. Musk was especially attuned to this reality. When his co-founders\n\n24 proposed raising an initial $100 million, Musk insisted instead they \u201csay that we are starting with a\n\n25 $1B funding commitment.\u201d That commitment, Musk assured, would come from him. If others did\n\n26 not come through, he would \u201ccover what anyone else doesn\u2019t provide.\u201d\n\n27 RESPONSE: Plaintiffs admit the allegations in the first sentence of Paragraph 29. Plaintiffs\n28 deny the allegations in the second sentence of Paragraph 28. The third, fourth, and fifth sentences\n 8\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 10 of 48\n\n\n\n\n 1 of Paragraph 28 purport to quote from and characterize a November 23, 2015 email, admitted as\n\n 2 Trial Exhibit 509, to which Plaintiffs respectfully refer the Court for its complete and accurate\n\n 3 contents. Plaintiffs admit that Musk pledged $1 billion to support OpenAI to the extent other donors\n\n 4 failed to provide that amount and the organization remained committed to its charitable mission,\n\n 5 and otherwise deny the allegations in the third, fourth, and fifth sentences of Paragraph 28.\n\n 6 29. Early research advances by OpenAI and others soon revealed that OpenAI would\n\n 7 need much more than even the $1 billion Musk had pledged to advance its mission. The initial\n\n 8 insight came from OpenAI\u2019s development of technology for a competitive video game, Dota, which\n\n 9 showed that more computing power\u2014\u201ccompute\u201d\u2014with a general learning algorithm yielded better\n\n10 performance seemingly without limit. Compute was thus identified as a key to progress toward AGI,\n\n11 and its costs would run in the billions of dollars annually.\n\n12 RESPONSE: Plaintiffs admit that, in or around mid-2017, OpenAI identified compute as\n\n13 a key ingredient to developing AGI given the improved performance that came with pairing a\n\n14 general learning algorithm with more computing power. Plaintiffs further admit that, upon that\n\n15 discovery, OpenAI estimated the cost of its compute requirements would increase significantly,\n\n16 ultimately concluding by at least 2018 that it may cost up to billions of dollars annually. Plaintiffs\n\n17 otherwise deny the allegations in Paragraph 29.\n\n18 30. To attract the capital needed to advance the mission, OpenAI\u2019s founders began\n\n19 considering an organizational change that would allow supporters not just to donate, but to invest.\n\n20 Musk endorsed the change. In mid-2017, he observed that the nonprofit structure \u201cmay not be the\n\n21 right one now,\u201d and suggested that China\u2019s evident intent to \u201cdo whatever it takes to obtain what\n\n22 [OpenAI] develop[ed]\u201d favored a determination to \u201cchange course.\u201d When, in August 2017,\n\n23 OpenAI\u2019s technology beat one of the world\u2019s best players in Dota 1v1, Musk declared it the\n\n24 \u201ctriggering event\u201d signaling it was \u201c[t]ime to make the next step for OpenAI.\u201d\n\n25 RESPONSE: Plaintiffs admit the allegations in the first sentence of Paragraph 30. Plaintiffs\n\n26 further admit that Musk supported a potential organizational change to attract outside investment so\n\n27 long as OpenAI remained a nonprofit organization committed to its charitable mission, and\n\n28 otherwise deny the allegations in the second sentence of Paragraph 30. The third and fourth\n 9\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 11 of 48\n\n\n\n\n 1 sentences of Paragraph 30 purport to quote from and characterize a July 21, 2017 email and an\n\n 2 August 11, 2017 email, admitted as Trial Exhibits 632 and 642, respectively, to which Plaintiffs\n\n 3 respectfully refer the Court for their complete and accurate contents.\n\n 4 31. But Musk wanted more than an organizational change that would better advance\n\n 5 OpenAI\u2019s mission. He wanted control, for himself.\n\n 6 RESPONSE: Plaintiffs admit that, in considering a potential for-profit entity to support\n\n 7 OpenAI as a nonprofit, charitable organization, Musk sought short-term control of the prospective\n\n 8 entity, while making it clear that he would \u201cquickly\u201d relinquish that control. Plaintiffs otherwise\n\n 9 deny the allegations in Paragraph 31.\n\n10 32. Altman, Brockman, and Sutskever agreed with Musk that it was time to create a for-\n\n11 profit entity. They envisioned a collaborative approach to the new entity.\n\n12 RESPONSE: Plaintiffs admit that Altman, Brockman, and Sutskever discussed the\n\n13 formation of a potential for-profit entity with Musk in mid-2017, but Plaintiffs otherwise lack\n\n14 knowledge or information sufficient to form a belief as to the truth of the allegations in Paragraph\n\n15 32 and deny them on that basis.\n\n16 33. Musk had a different idea. He demanded sole control of the new for-profit, at least\n\n17 in the short term: He would be CEO, own a majority equity stake, and control a majority of the\n\n18 board. He would\u2014in his own words\u2014\u201cunequivocally have initial control of the company.\u201d Musk\n\n19 explained to Brockman and Sutskever that he needed the lion\u2019s share of the economic interest in the\n\n20 contemplated for-profit enterprise because he required $80 billion to create a self-sustaining colony\n\n21 on Mars.\n\n22 RESPONSE: Plaintiffs deny the allegations in the first sentence of Paragraph 33. The\n\n23 allegations in the second and third sentences of Paragraph 33 purport to quote from and characterize\n\n24 a September 13, 2017 email, admitted as Trial Ex. 156, to which Plaintiffs respectfully refer the\n\n25 Court for its complete and accurate contents. Plaintiffs admit that in the discussions regarding a\n\n26 potential for-profit entity, Musk proposed serving as CEO, owning a majority equity stake, and\n\n27 having initial control of the company, but Musk clarified unequivocally that those were only short-\n\n28 term requirements that would \u201cchange quickly\u201d as additional investors and board members joined.\n 10\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 12 of 48\n\n\n\n\n 1 Plaintiffs deny the allegations in the fourth sentence of Paragraph 33.\n\n 2 34. Musk began implementing his plan. He directed his personal wealth manager, Jared\n\n 3 Birchall, to incorporate a Delaware public benefit corporation called \u201cOpen Artificial Intelligence\n\n 4 Technologies, Inc.\u201d The certificate was registered on September 15, 2017.\n\n 5 RESPONSE: Plaintiffs admit that Jared Birchall, at Musk\u2019s direction, incorporated a\n\n 6 Delaware public benefit corporation called \u201cOpen Artificial Intelligence Technologies, Inc.,\u201d with\n\n 7 a certificate of incorporation dated September 15, 2017. Plaintiffs otherwise deny the allegations in\n\n 8 Paragraph 34.\n\n 9 35. But Altman, Brockman, and Sutskever refused to accept a venture dominated by\n\n10 Musk. As Sutskever explained to Musk in an email copying Brockman and Altman, an \u201cAGI\n\n11 dictatorship\u201d would be inconsistent with OpenAI\u2019s mission: \u201cYou stated that you don\u2019t want to\n\n12 control the final AGI, but during this negotiation, you\u2019ve shown to us that absolute control is\n\n13 extremely important to you . . . . The goal of OpenAI is to make the future good and to avoid an\n\n14 AGI dictatorship . . . So it is a bad idea to create a structure where you could become a dictator if\n\n15 you chose to, especially given that we can create some other structure that avoids this possibility.\u201d\n\n16 RESPONSE: Plaintiffs admit no agreement was reached on creating a new for-profit entity\n\n17 associated with OpenAI, Inc., but Plaintiffs otherwise deny the allegations in the first sentence of\n\n18 Paragraph 35. The remaining allegations in Paragraph 35 purport to quote from and characterize a\n\n19 September 20, 2017 email, admitted as Trial Exhibit 157, to which Plaintiffs respectfully refer the\n\n20 Court for its complete and accurate contents.\n\n21 36. Musk was incensed. If he could not control the contemplated for-profit entity, he\n\n22 would not participate in it: \u201cGuys, I\u2019ve had enough. This is the final straw. Either go do something\n\n23 on your own or continue with OpenAI as a nonprofit. I will no longer fund OpenAI until you have\n\n24 made a firm commitment to stay or I\u2019m just being a fool who is essentially providing free funding\n\n25 for you to create a startup. Discussions are over.\u201d\n\n26 RESPONSE: Plaintiffs deny the allegations in the first sentence of Paragraph 36. The\n\n27 remaining allegations in Paragraph 36 purport to quote from and characterize a September 20, 2017\n\n28 email, admitted as Trial Exhibit 157, to which Plaintiffs respectfully refer the Court for its complete\n 11\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 13 of 48\n\n\n\n\n 1 and accurate contents.\n\n 2 37. Discussions were not over\u2014nor were Musk\u2019s efforts to dominate OpenAI for his\n\n 3 own ends. In late 2017 and again in early 2018, Musk proposed to absorb OpenAI into Tesla. This\n\n 4 \u201cfor-profit pivot\u201d would allow OpenAI to use \u201cTesla as its cash cow.\u201d In Musk\u2019s view, without this\n\n 5 move OpenAI was doomed to fail: \u201cOpenAI is on a path of certain failure relative to Google. There\n\n 6 obviously needs to be immediate and dramatic action or everyone except for Google will be\n\n 7 consigned to irrelevance. . . Either we fix things and my engagement increases a lot or we don\u2019t and\n\n 8 I will drop to near zero and publicly reduce my association. I will not be in a situation where the\n\n 9 perception of my influence and time doesn\u2019t match the reality.\u201d\n\n10 RESPONSE: Plaintiffs admit that some discussions about OpenAI\u2019s future organizational\n\n11 structure and governance continued after September 20, 2017, but Plaintiffs otherwise deny the\n\n12 allegations in the first sentence of Paragraph 37. Plaintiffs admit that, in the course of those\n\n13 discussions, Musk suggested some form of partnership or association between OpenAI and Tesla,\n\n14 but Plaintiffs deny that the discussions ever advanced to the point of a concrete proposal and\n\n15 otherwise deny the allegations in the second sentence of Paragraph 37. The remaining allegations\n\n16 in Paragraph 37 purport to quote from and characterize a January 31, 2018 email and a February 1,\n\n17 2018 email, admitted as Trial Exhibits 164 and 749, respectively, to which Plaintiffs respectfully\n\n18 refer the Court for their complete and accurate contents.\n\n19 38. Musk declared: \u201cTesla is the only path that could even hope to hold a candle to\n\n20 Google.\u201d\n\n21 RESPONSE: Paragraph 38 purports to quote from and characterize a February 1, 2018\n\n22 email, admitted as Trial Exhibit 749, to which Plaintiffs respectfully refer the Court for its complete\n\n23 and accurate contents.\n\n24 39. Altman, Brockman, and Sutskever disagreed. Committing AGI\u2019s development to a\n\n25 Musk-controlled entity was not, in their view, consistent with OpenAI\u2019s mission. So they declined.\n\n26 RESPONSE: Plaintiffs admit that no partnership or association ever formed between Tesla\n\n27 and OpenAI, but Plaintiffs otherwise lack knowledge or information sufficient to form an opinion\n\n28 regarding the truth of the allegations in Paragraph 39 and deny them on that basis.\n 12\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 14 of 48\n\n\n\n\n 1 C. Musk parts ways with OpenAI\n\n 2 40. Musk\u2019s withdrawal from OpenAI in February 2018 was noisy but relatively\n\n 3 amicable. Musk resigned from OpenAI\u2019s board to focus on the only AGI development path he\n\n 4 deemed viable: Tesla AI. During the final all-employee meeting he attended, Musk reiterated his\n\n 5 view that OpenAI needed to raise billions of dollars a year to be a plausible competitor to DeepMind,\n\n 6 and encouraged the organization to pursue that funding however it could.\n\n 7 RESPONSE: Plaintiffs admit that Musk stepped down from OpenAI\u2019s board in February\n\n 8 2018, in part to focus on his other companies, including SpaceX and Tesla, and that, around that\n\n 9 time, Tesla was pursuing AI capabilities. Plaintiffs further admit that, in the final all-employee\n\n10 meeting he attended, Musk reiterated his view that OpenAI needed to compete with Google to stay\n\n11 relevant. Plaintiffs otherwise deny the allegations in Paragraph 40.\n\n12 41. Though Musk facilitated a few more contributions to OpenAI, Inc., he never honored\n\n13 the $1 billion pledge he\u2019d made upon OpenAI\u2019s launch.\n\n14 RESPONSE: Plaintiffs admit that, although Musk contributed more than $8.5 million to\n\n15 OpenAI after he left the board, bringing his total financial contributions to OpenAI to $38,191,066,\n\n16 he never made $1 billion in financial contributions to OpenAI because he became convinced that\n\n17 OpenAI had strayed from its charitable mission. Plaintiffs otherwise deny the allegations in\n\n18 Paragraph 41.\n\n19 D. OpenAI forms a capped-profit subsidiary to raise needed capital\n\n20 42. Musk had declared that without \u201cbillions per year immediately,\u201d OpenAI would fail\n21 in its mission. That pronouncement reflected both the astronomical increases in AI compute\n\n22 demands since OpenAI\u2019s founding, and the rising cost of retaining and attracting top talent in an\n\n23 increasingly competitive AI field.\n\n24 RESPONSE: Paragraph 42 purports to quote from and characterize a December 26, 2018\n25 email, admitted as Trial Exhibit 853, to which Plaintiffs respectfully refer the Court for its complete\n\n26 and accurate contents. Plaintiffs admit that, at the time, two of the main costs driving the need for\n\n27 additional resources in AI development were increasing AI compute demands and the rising cost of\n\n28 retaining and attracting top talent in an increasingly competitive AI field. Plaintiffs otherwise deny\n 13\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 15 of 48\n\n\n\n\n 1 the allegations in Paragraph 42.\n\n 2 43. OpenAI\u2019s generative pre-trained transformer model GPT-1, released in mid-2018,\n\n 3 was a tremendous achievement. But its capabilities, and the resources required to train it, would be\n\n 4 dwarfed by later models, and its launch marked a new phase of exponential growth in the demand\n\n 5 for compute to support and develop emerging AI technology. GPT-3, released in 2020, would\n\n 6 require over 17,000 times the computing power required to develop GPT-1.\n\n 7 RESPONSE: Plaintiffs admit that OpenAI\u2019s GPT-1 model was released in mid-2018 and\n\n 8 OpenAI\u2019s GPT-3 model was released in 2020. Plaintiffs otherwise lack knowledge or information\n\n 9 sufficient to form an opinion regarding the truth of the allegations in Paragraph 43 and deny them\n\n10 on that basis.\n\n11 44. Demand for scarce top talent in the AI industry had increased exponentially as well,\n\n12 particularly as more well-resourced companies joined the serious pursuit of AGI. Musk recognized\n\n13 this better than anyone. In 2017, Musk caused top AI engineers from OpenAI to be seconded to\n\n14 Tesla so they could impart scarce AI learning to Tesla employees. He even poached one of those\n\n15 OpenAI engineers for Tesla and, as he separated from OpenAI, sought (unsuccessfully) to recruit\n\n16 more.\n\n17 RESPONSE: Plaintiffs admit that competition for top talent in the AI industry increased\n\n18 at the time, especially as well-resourced companies joined the serious pursuit of AGI. Plaintiffs\n\n19 further admit that in 2017 Musk asked whether OpenAI employees would be willing to assist the\n\n20 autopilot team at Tesla, and four OpenAI employees agreed, assisting Tesla on and off over the\n\n21 course of several months. Plaintiffs further admit that, while Musk sat on OpenAI\u2019s board, he\n\n22 caused Tesla to hire one OpenAI engineer who was already planning on leaving OpenAI, and that,\n\n23 after Musk left OpenAI\u2019s board, he sought to recruit three or four additional OpenAI employees to\n\n24 Tesla. Plaintiffs otherwise deny the allegations in Paragraph 44.\n\n25 45. Through 2018, Altman kept Musk apprised of OpenAI\u2019s fundraising efforts, and\n\n26 OpenAI\u2019s board considered an organizational change that would attract $10 billion\u2014the amount\n\n27 that Altman, Brockman, and Sutskever estimated would be required to develop AGI\u2014while\n\n28 preserving and protecting the mission.\n 14\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 16 of 48\n\n\n\n\n 1 RESPONSE: Plaintiffs admit that, in 2018, OpenAI\u2019s board considered an organizational\n\n 2 change that would attract outside investment and that Altman provided Musk with highly curated,\n\n 3 inaccurate, and misleading information regarding that organizational change. Plaintiffs deny the\n\n 4 remaining allegations in Paragraph 45.\n\n 5 46. The change the board ultimately approved was the creation of a \u201ccapped\u201d for-profit\n\n 6 entity, OpenAI, L.P. The new for-profit was bound to pursue the nonprofit\u2019s mission and subject to\n\n 7 the control of the OpenAI, Inc. board, but presented investors and employees with the opportunity\n\n 8 to participate in any profits OpenAI\u2019s operations might ultimately yield. These participation\n\n 9 interests were \u201ccapped\u201d\u2014their holders could see returns up to a certain fixed point, with any residual\n\n10 profits flowing to the nonprofit. This capped-profit structure remains in place today.\n\n11 RESPONSE: Plaintiffs admit OpenAI\u2019s board ultimately approved a for-profit entity,\n\n12 OpenAI, L.P., which presented investors and employees with the ability to receive theoretically\n\n13 \u201ccapped\u201d returns from any profits that OpenAI\u2019s operations ultimately generated. Plaintiffs further\n\n14 admit that OpenAI, L.P. was, on paper, structured to pursue OpenAI\u2019s nonprofit mission and subject\n\n15 to the control of OpenAI, Inc.\u2019s board. But Plaintiffs deny that OpenAI, L.P., in practice, pursued\n\n16 OpenAI\u2019s charitable mission, was effectively controlled by OpenAI\u2019s nonprofit board, or was\n\n17 structured to provide investment returns that were realistically \u201ccapped.\u201d Plaintiffs otherwise deny\n\n18 the allegations in Paragraph 46.\n\n19 47. The creation of the capped-profit entity was no secret. Brockman, Sutskever, and\n\n20 OpenAI announced it in a blog post in early March 2019. Musk had advance notice; he was offered,\n\n21 and declined, equity in the new entity. The day the blog post went live, Musk asked Altman to make\n\n22 clear to others that he had \u201cno financial interest in the for-profit arm of OpenAI.\u201d\n\n23 RESPONSE: Plaintiffs admit that Altman informed Musk of OpenAI\u2019s intention to create\n\n24 a capped-profit entity, although the information sent to Musk describing the capped-profit company,\n\n25 including a draft of the March 2019 blog post, was highly curated, inaccurate, and misleading.\n\n26 Plaintiffs further admit that Musk was offered and declined equity in the capped-profit entity.\n\n27 Plaintiffs further admit that Musk, in an email dated March 11, 2019, instructed Altman to \u201cplease\n\n28 be explicit that I have no financial interest in the for-profit arm of OpenAI,\u201d and Altman agreed.\n 15\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 17 of 48\n\n\n\n\n 1 Plaintiffs otherwise deny the allegations in Paragraph 47.\n\n 2 48. Musk raised no objection to the formation of OpenAI, L.P.\n\n 3 RESPONSE: Plaintiffs admit that, based on the highly curated, inaccurate, and misleading\n\n 4 information Musk received, he raised no objection to the formation of OpenAI, L.P. prior to its\n\n 5 public launch in March 2019.\n\n 6 E. OpenAI flourishes and advances the mission without Musk\n\n 7 49. The same year it was created, OpenAI, L.P. was able to raise $1 billion from\n\n 8 Microsoft Corporation, as part of a deal to supply OpenAI with needed compute. From there,\n\n 9 OpenAI\u2019s technological breakthroughs and public exposure accelerated dramatically.\n\n10 RESPONSE: Plaintiffs admit that Microsoft Corporation committed to investing cash and\n\n11 compute collectively valued at $1 billion in OpenAI, L.P. in mid-2019, less than a year after OpenAI\n\n12 L.P. was created. Plaintiffs lack knowledge or information sufficient to form an opinion regarding\n\n13 the truth of the remaining allegations in Paragraph 49 and deny them on that basis.\n\n14 50. OpenAI\u2019s launch of GPT-3 in June 2020 was recognized as an enormous \u201cleap\n\n15 forward\u201d marking a \u201cpivotal moment when the world started acknowledging [the] groundbreaking\n\n16 technology\u201d of generative AI.1\n\n17 RESPONSE: Paragraph 50 purports to quote from and characterize a March 19, 2023\n18 article published in Forbes, to which Plaintiffs respectfully refer the Court for its complete and\n\n19 accurate contents. Plaintiffs otherwise deny the allegations in Paragraph 50.\n\n20 51. OpenAI began making its models available to developers and institutional users\n21 through an application programming interface, or \u201cAPI.\u201d In August 2021, OpenAI released through\n\n22 the API a revolutionary model called \u201cCodex,\u201d which was capable of interpreting simple, natural\n\n23 language commands and executing them in dozens of programming languages. OpenAI\u2019s coding\n\n24 model was integrated in GitHub\u2019s AI tool, Copilot, making it available to a much broader user base.\n\n25 Copilot\u2014powered by OpenAI technology\u2014prompted praise from Musk, who noted on Twitter,\n\n26\n 1\n27 Bernard Marr, A Short History Of ChatGPT: How We Got To Where We Are Today, Forbes (Mar.\n 19, 2023), https://www.forbes.com/sites/bernardmarr/2023/05/19/a-short-history-of-chatgpt-how-\n28 we-got-to-where-we-are-today/.\n 16\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 18 of 48\n\n\n\n\n 1 \u201cNice work by OpenAI[,] [i]t is hard to do useful things.\u201d\n\n 2 RESPONSE: Plaintiffs admit the allegations in the first sentence of Paragraph 51. The third\n\n 3 sentence of Paragraph 51 purports to quote from a June 4, 2022 post on X by Musk, to which\n\n 4 Plaintiffs respectfully refer the Court for its complete and accurate contents. Plaintiffs lack\n\n 5 knowledge or information sufficient to form an opinion regarding the truth of the remaining\n\n 6 allegations in Paragraph 51 and deny them on that basis.\n\n 7 52. In November 2022, OpenAI launched ChatGPT, an updated model with an online\n\n 8 chat interface allowing users to interact with the model in a conversational way. ChatGPT\n\n 9 introduced the public to the power of generative AI\u2014and OpenAI\u2019s models\u2014on an unprecedented\n\n10 scale. Hundreds of millions use ChatGPT for free every week.\n\n11 RESPONSE: Plaintiffs admit the allegations in the first sentence of Paragraph 52. Plaintiffs\n\n12 lack knowledge or information sufficient to form an opinion regarding the truth of the remaining\n\n13 allegations in Paragraph 52 and deny them on that basis.\n\n14 53. In March 2023, OpenAI released GPT-4, a model hailed as a \u201cstunning\u201d\n\n15 technological advancement that \u201cpromise[d] to blow previous iterations [of OpenAI\u2019s models] out\n\n16 of the water, potentially changing the way we use the internet to work, play and create.\u201d2 Bill Gates\n\n17 went so far as to describe GPT-4 as \u201cthe most important advance in technology since the graphical\n\n18 user interface\u201d was first developed in 1980.3\n\n19 RESPONSE: Plaintiffs admit that OpenAI released GPT-4 in March 2023. The remaining\n20 allegations in Paragraph 53 purport to quote from and characterize a March 16, 2023 article\n\n21 published by CNN and a March 21, 2023 article published by CNBC, to which Plaintiffs respectfully\n\n22 refer the Court for their full and accurate contents. Plaintiffs otherwise deny the allegations in\n\n23 Paragraph 53.\n\n24 54. Through these releases of increasingly useful products, OpenAI has defined the now\n25\n 2\n Samantha Murphy Kelly, 5 jaw-dropping things GPT-4 can do that ChatGPT couldn\u2019t, CNN (Mar.\n26 16, 2023), https://www.cnn.com/2023/03/16/tech/gpt-4-use-cases/index.html.\n 3\n27 Kif Leswing, Bill Gates says OpenAI\u2019s GPT is the most important advance in technology since\n 1980, CNBC (Mar. 21, 2023), https://www.cnbc.com/2023/03/21/bill-gates-openai-gpt-most-\n28 important-advance-in-technology-since-1980.html.\n 17\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 19 of 48\n\n\n\n\n 1 industry-standard principle of \u201citerative deployment,\u201d which allows for the gathering of information\n\n 2 about AI technology that cannot be gained in the lab alone. Making AI tools available to the public\n\n 3 is a crucial means of learning how users interact with AI systems and the practical strengths and\n\n 4 weaknesses of those systems. It also facilitates understanding of and adaptation to new AI\n\n 5 capabilities.\n\n 6 RESPONSE: Plaintiffs lack knowledge or information sufficient to form an opinion\n\n 7 regarding the truth of the allegations in the first sentence of Paragraph 54 and deny them on that\n\n 8 basis. Plaintiffs admit that making AI tools available to the public is one way to learn how users\n\n 9 interact with AI systems and the practical strengths and weaknesses of those systems, and admit that\n\n10 it can facilitate understanding of and adaption to new AI capabilities. Plaintiffs otherwise deny the\n\n11 allegations in Paragraph 54.\n\n12 F. Musk begins his attacks on OpenAI while quietly building a competitor\n\n13 55. Over and over in OpenAI\u2019s early years, Musk predicted that the enterprise would fail\n14 unless it bowed to his vision, his plans, and his control. Around the time of his resignation from the\n\n15 OpenAI board, Musk declared OpenAI was \u201con a path of certain failure relative to Google\u201d; \u201cshould\n\n16 assume failure\u201d; and was \u201con a path to be irrelevant.\u201d Musk\u2019s \u201cprobability assessment of OpenAI\n\n17 being relevant to [competitors] without a dramatic change in execution and resources\u201d was, he\n\n18 announced, \u201c0%.\u201d \u201cNot 1%.\u201d OpenAI was in Musk\u2019s estimation \u201cnot a serious counterweight to\n\n19 DeepMind/Google and will only get further behind.\u201d All this was \u201cobvious,\u201d said Musk.\n\n20 RESPONSE: Plaintiffs deny the allegations in the first sentence of Paragraph 55. The\n21 remaining allegations in Paragraph 55 purport to quote from and characterize a January 31, 2018\n\n22 email and a December 31, 2018 email, admitted as Trial Exhibits 748 and 853, respectively, to\n\n23 which Plaintiffs respectfully refer the Court for their complete and accurate contents.\n\n24 56. Yet here was OpenAI, a few years later, pursuing its mission with more success than\n25 any other actor in the field, proving Musk wrong.\n\n26 RESPONSE: Denied.\n27 57. Musk could not abide it.\n28 RESPONSE: Denied.\n 18\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 20 of 48\n\n\n\n\n 1 58. So he set in motion a campaign of harassment, interference, and misinformation\n\n 2 designed to take down OpenAI and clear the field for himself.\n\n 3 RESPONSE: Denied.\n\n 4 59. In March 2023, Musk quietly created a new AI development company, Counterclaim\n\n 5 Defendant xAI. He incorporated xAI as a for-profit public benefit corporation in Nevada, but made\n\n 6 no public announcement of his intentions to launch a competitor at the time. That would come only\n\n 7 months later.\n\n 8 RESPONSE: Plaintiffs admit that, in March 2023, Musk founded xAI under Nevada law\n\n 9 as a company focused on AI development, and, on April 20, 2023, converted xAI to a public benefit\n\n10 corporation. Plaintiffs further admit that, while public news reports referenced the incorporation of\n\n11 xAI earlier, Musk did not publicly announce xAI until July 2023. Plaintiffs otherwise deny the\n\n12 allegations in Paragraph 59.\n\n13 60. Meanwhile, days after the clandestine incorporation of his nascent competitor, Musk\n\n14 noisily supported a six-month \u201cmoratorium\u201d on development of AI any more advanced than\n\n15 OpenAI\u2019s just-released GPT-4\u2014which Musk warned posed \u201cprofound risks to society and\n\n16 humanity.\u201d The effect of this \u201cmoratorium\u201d would have been to stall OpenAI while all others, most\n\n17 notably Musk, caught up.\n\n18 RESPONSE: Plaintiffs admit only that Musk, along with now more than 33,000 others,\n\n19 signed an open letter titled \u201cPause Giant AI Experiments,\u201d which was published on March 22, 2023.\n\n20 To the extent Paragraph 60 quotes from or characterizes that letter, Plaintiffs respectfully refer the\n\n21 Court to the published version for its complete and accurate contents. See Future of Life Institute,\n\n22 Pause Giant AI Experiments: An Open Letter (Mar. 22, 2023), https://futureoflife.org/open-\n\n23 letter/pause-giant-ai-experiments/. Plaintiffs otherwise deny the allegations in Paragraph 60.\n\n24 61. A few weeks later, Musk\u2019s personal lawyer contacted OpenAI and demanded access\n\n25 to OpenAI\u2019s confidential and commercially sensitive internal documents. Feigning concern as a\n\n26 former donor and director of OpenAI, and without ever disclosing he was building a competitor in\n\n27 secret, Musk framed his request as wanting to ensure OpenAI was not being taken advantage of or\n\n28 corrupted by Microsoft. When OpenAI sought to place customary restrictions on the use of the\n 19\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 21 of 48\n\n\n\n\n 1 information sought, Musk\u2019s lawyer threatened that OpenAI would \u201cregret this conversation\u201d\n\n 2 because Musk wanted the documents right away.\n\n 3 RESPONSE: Plaintiffs admit that, on or around April 30, 2023, an attorney from the law\n\n 4 firm Quinn Emanuel Urquhart & Sullivan, LLP, representing Musk, contacted OpenAI requesting\n\n 5 certain documents. Plaintiffs admit that, at that time, Musk had not explicitly informed OpenAI\n\n 6 about his founding of xAI, although major news sources had already reported on the topic,\n\n 7 identifying Musk\u2019s new venture as a potential competitor to OpenAI. Plaintiffs admit that Musk\n\n 8 told Altman that he was concerned about \u201cthe relationship between all the [for-profit OpenAI]\n\n 9 companies and the original OpenAI 501c3\u201d and whether Microsoft\u2019s rights under its agreements\n\n10 with OpenAI gave it \u201cde facto control of AGI,\u201d but deny that these were feigned concerns. Plaintiffs\n\n11 deny that Musk objected to customary restrictions on the use of the information sought and note\n\n12 that, when Altman requested \u201clawyers eyes only\u201d protections for commercially sensitive documents,\n\n13 Musk agreed that those measures were \u201cprobably ok.\u201d Plaintiffs otherwise deny the allegations in\n\n14 Paragraph 61.\n\n15 62. Just two weeks after gaining access to the information he had sought, Musk\n\n16 denigrated OpenAI on national television and insinuated that its partnership with Microsoft was\n\n17 improper.4\n\n18 RESPONSE: Paragraph 62 purports to characterize a May 16, 2023 interview of Musk on\n19 CNBC, to which Plaintiffs respectfully refer the Court for its complete and accurate contents.\n\n20 Plaintiffs otherwise deny the allegations in Paragraph 62.\n\n21 63. Not until July 12, 2023 did Musk finally announce publicly the formation of xAI.\n22 Musk had used the months between quiet incorporation and public announcement to recruit\n\n23 researchers with the promise of creating a rival to OpenAI.\n\n24 RESPONSE: Plaintiffs admit that Musk did not publicly announce the formation of xAI\n25 until July 12, 2023, although xAI\u2019s formation was previously disclosed and discussed in a public\n\n26\n 4\n27 See Elon Musk on Sam Altman and ChatGPT: I am the reason OpenAI exists, CNBC (May 15,\n 2023), https://www.cnbc.com/video/2023/05/16/elon-musk-on-sam-altman-and-chatgpt-i-am-the-\n28 reason-openai-exists.html.\n 20\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 22 of 48\n\n\n\n\n 1 media interview with Musk almost two months earlier. Plaintiffs further admit that Musk recruited\n\n 2 employees to xAI in the months between when the incorporation paperwork was filed and when\n\n 3 Musk publicly announced xAI. Plaintiffs otherwise deny the allegations in Paragraph 63.\n\n 4 64. In November 2023, after Altman was briefly removed and reinstated as OpenAI\u2019s\n\n 5 CEO, Musk again sought to destabilize the organization. On November 21, 2023, the day the\n\n 6 agreement was reached to accomplish Altman\u2019s return, Musk posted to his more than 200 million\n\n 7 X followers a link to a letter purporting to come from disgruntled OpenAI employees, but widely\n\n 8 recognized as a hoax. The letter accused Altman and Brockman of a \u201cdisturbing pattern of deceit\n\n 9 and manipulation,\u201d and of having silenced or sidelined employees. On the basis of the fake letter,\n\n10 Musk added his own commentary, designed to increase his competitor\u2019s jeopardy: \u201cThese seem like\n\n11 concerns worth investigating.\u201d\n\n12 RESPONSE: Plaintiffs deny the allegations in the first sentence of Paragraph 64. Plaintiffs\n\n13 admit that, on November 21, 2023, Musk posted a link to a letter on X, where Musk has more than\n\n14 200 million followers, which stated that it was authored by former OpenAI employees and addressed\n\n15 issues and concerns they perceived at OpenAI, including that Altman and Brockman silenced or\n\n16 sidelined employees and displayed a \u201cdisturbing pattern of deceit and manipulation.\u201d Plaintiffs\n\n17 further admit that, in his post, Musk stated: \u201cThis letter about OpenAI was just sent to me. These\n\n18 seem like concerns worth investigating.\u201d Plaintiffs otherwise deny the allegations in Paragraph 64.\n\n19 G. Musk takes his harassment campaign to courts and regulators\n\n20 65. Having failed to impede OpenAI\u2019s progress and pursuit of its mission, Musk\n21 intensified his attacks\u2014this time using the courts and a parallel, carefully coordinated media\n\n22 campaign.\n\n23 RESPONSE: Denied.\n24 66. On February 29, 2024, Musk sued Altman, Brockman, OpenAI, Inc., OpenAI, L.P.,\n25 OpenAI, L.L.C., OpenAI GP, L.L.C., OpenAI OpCo, LLC, OpenAI Global, LLC, OAI Corporation,\n\n26 LLC, and OpenAI Holdings, LLC in California Superior Court. In his headline claim, Musk asserted\n\n27 that OpenAI, Inc.\u2019s Certificate of Incorporation, an email exchange he had with Altman in 2015\n\n28 brainstorming an AI lab, and a blog post together comprised an enforceable written contract\u2014a\n 21\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 23 of 48\n\n\n\n\n 1 \u201cFounding Agreement\u201d in which all of the defendants purportedly promised Musk they would\n\n 2 conduct their operations in ways that Musk (helming a direct competitor) preferred: open-sourcing\n\n 3 all their latest technology and refraining from licensing it to Microsoft. Musk immediately began\n\n 4 tweeting about the lawsuit, broadcasting to his enormous audience that \u201cOpenAI is a house of\n\n 5 cards.\u201d\n\n 6 RESPONSE: Plaintiffs admit the allegations in the first sentence of Paragraph 66. The\n\n 7 allegations in the second sentence of Paragraph 66 purport to characterize the Complaint filed on\n\n 8 February 29, 2024 in Musk v. Altman, CGC-24-612746 (Cal. Super. Ct.), to which Plaintiffs\n\n 9 respectfully refer the Court for its complete and accurate contents. Plaintiffs further admit that, on\n\n10 March 2, 2024, Musk posted on X, in response to another user\u2019s post: \u201cYeah, this structure is either\n\n11 legal and everyone should do it or it is illegal and OpenAI is a house of cards.\u201d Plaintiffs otherwise\n\n12 deny the allegations in Paragraph 66.\n\n13 67. Defendants in the Superior Court action filed a demurrer, arguing that none of\n\n14 Musk\u2019s claims could stand. With the demurrer fully briefed, argument was set for 10 a.m. PT on\n\n15 June 12, 2024. Rather than defend his claims, Musk, through counsel, informed defendants at 11:40\n\n16 a.m. PT on June 11, 2024 that he was withdrawing his lawsuit. No explanation was offered.\n\n17 RESPONSE: Plaintiffs admit the allegations in the first and second sentences of Paragraph\n\n18 67. Plaintiffs further admit that Musk, through counsel, informed defendants at or around 11:40\n\n19 a.m. PT on June 11, 2024 that he was withdrawing his lawsuit, as he was entitled to do, without\n\n20 elaborating on the reason for that withdrawal.\n\n21 68. Two months later, Musk filed this federal action with new counsel. Musk\u2019s action\u2014\n\n22 as it has shifted shape in the ensuing months\u2014now includes new plaintiffs xAI and former OpenAI\n\n23 director and Musk associate Shivon Zilis, as well as new defendant Microsoft. And it now asserts a\n\n24 sprawling array of theories: antitrust violations, false advertising, fiduciary breach, fraud, contract\n\n25 and charitable trust breach, and even racketeering. The filing of the federal suit was accompanied\n\n26 by another media blast, this time from Musk\u2019s current counsel, who called the withdrawn state-court\n\n27\n\n28\n 22\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 24 of 48\n\n\n\n\n 1 action a \u201cGoldfish\u201d that \u201clacked teeth\u201d5 but said the new one (based on the same factual narrative)\n\n 2 was a \u201cGreat White.\u201d6\n\n 3 RESPONSE: Plaintiffs admit that Musk filed this federal action with new counsel on\n\n 4 August 5, 2024. To the extent the second and third sentences of Paragraph 68 purport to characterize\n\n 5 the allegations and parties in this lawsuit, Plaintiffs respectfully refer the Court to the relevant\n\n 6 filings, including the operative Second Amended Complaint, and this Court\u2019s decisions related\n\n 7 thereto. The allegations in the fourth sentence of Paragraph 68 purport to quote from and\n\n 8 characterize an August 5, 2024 article in the New York Times and an August 7, 2024 article published\n\n 9 by Reuters, to which Plaintiffs respectfully refer the Court for their complete and accurate contents.\n\n10 Plaintiffs otherwise deny the allegations in Paragraph 68.\n\n11 69. Around the same time he filed this action, Musk demanded that regulators investigate\n\n12 OpenAI. He sent several letters to the Attorneys General of California and Delaware, encouraging\n\n13 them to take action against OpenAI\u2014most explosively, to force OpenAI, Inc., without legal basis,\n\n14 to auction off its assets for the benefit of Musk and his associates.\n\n15 RESPONSE: Plaintiffs admit that Musk\u2019s counsel sent letters to the California Attorney\n\n16 General\u2019s office in or around November 2024 seeking relator status in this action, consistent with\n\n17 the Attorney General\u2019s procedures. Plaintiffs further admit that Musk\u2019s counsel sent letters to the\n\n18 Attorneys General of California and Delaware in or around January 2025 seeking information\n\n19 relating to OpenAI\u2019s proposed restructuring and potential sale of its assets to its related for-profit\n\n20 entities. Plaintiffs respectfully refer the Court to those letters for their complete and accurate\n\n21 contents and otherwise deny the allegations in Paragraph 69.\n\n22 H. Musk intensifies his attacks on OpenAI and grows xAI\n\n23 70. Meanwhile, Musk supercharged his public attacks on OpenAI. Using his social-\n24\n 5\n25 See Cade Metz, Elon Musk Revives Lawsuit Against OpenAI and Sam Altman, N.Y. Times (Aug.\n 5, 2024), https://www.nytimes.com/2024/08/05/technology/elon-musk-openai-lawsuit.html; Mike\n26 Scarcella, Elon Musk Taps Copyright Law Vet Toberoff for OpenAI Lawsuit, Reuters (Aug. 7, 2024),\n https://www.reuters.com/legal/litigation/elon-musk-taps-copyright-law-vet-toberoff-openai-\n27\n lawsuit-2024-08-07/.\n28 6 See Scarcella, supra note 5.\n 23\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 25 of 48\n\n\n\n\n 1 media platform, X, he unleashed a barrage of invective against the enterprise and its leadership,\n\n 2 variously describing OpenAI as a \u201cdigital Frankenstein\u2019s monster,\u201d \u201ca lie,\u201d \u201cevil,\u201d and a \u201ca total\n\n 3 scam.\u201d\n\n 4 RESPONSE: Plaintiffs admit that Musk has made certain posts on X that are critical of\n\n 5 OpenAI and its leadership, often in response to public critiques that Altman and OpenAI have\n\n 6 leveled at Musk and his companies. Plaintiffs respectfully refer the Court to those posts for their\n\n 7 complete and accurate contents, and otherwise deny the allegations in Paragraph 70.\n\n 8 71. At the same time, Musk has been wielding his ever-growing influence and the web\n\n 9 of companies under his control to turn xAI into a major player in a highly competitive industry\u2014\n\n10 one that is raising capital at unprecedented speed and scale.7 Two weeks ago, xAI announced that\n\n11 its valuation is now $80 billion, and that it had acquired X. The acquisition gives xAI unprecedented\n\n12 direct access to all the user data flowing through the platform formerly known as Twitter\u2014and\n\n13 therefore a major competitive advantage in an industry dependent on such data for model training.\n\n14 RESPONSE: Plaintiffs admit that, at or around the time it acquired X, xAI was valued at\n15 $80 billion and that, as part of that acquisition, xAI had direct access to certain X user data that was\n\n16 potentially relevant to model training. Plaintiffs otherwise deny the allegations in Paragraph 71.\n\n17 72. At Musk\u2019s direction, xAI built in three months what is believed to be the world\u2019s\n18 largest supercomputer, dubbed \u201cColossus.\u201d The project used 100,000 next-generation NVIDIA\n\n19 GPU chips, some of which Musk diverted from Tesla. Musk reportedly plans a \u201ctenfold\u201d expansion\n\n20 of \u201cColossus\u201d to \u201cincorporate more than 1 [million] graphics processing units . . . to leap ahead of\n\n21 rivals,\u201d including OpenAI.8\n\n22 RESPONSE: Plaintiffs admit that xAI built Colossus, which is believed to be the world\u2019s\n23 largest supercomputer. Plaintiffs further admit that Colossus initially used 100,000 NVIDIA GPU\n\n24 chips, including some that were originally reserved for Tesla. Plaintiffs otherwise deny the\n\n25\n 7\n Meghan Bobrowsky, Berber Jin & Tom Dotan, Inside Elon Musk\u2019s Quest to Beat OpenAI at its\n26 Own Game, The Wall Street Journal (Nov. 27, 2024), https://www.wsj.com/tech/ai/elon-musk-x-\n open-ai-03ff1ead.\n27\n 8\n See Stephen Morris and Tabby Kinder, Elon Musk plans to expand Colossus AI super-computer\n28 tenfold, Financial Times (Dec. 4, 2024).\n 24\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 26 of 48\n\n\n\n\n 1 allegations in the first and second sentences of Paragraph 72. The third sentence of Paragraph 72\n\n 2 purports to quote from and characterize a December 4, 2024 article published in the Financial Times,\n\n 3 to which Plaintiffs respectfully refer the Court for its complete and accurate contents.\n\n 4 I. OpenAI considers a restructuring\n\n 5 73. While Musk was ginning up lawsuits and press campaigns and provoking regulators,\n\n 6 OpenAI\u2019s board was focused on its mission. As part of that work, it was considering whether the\n\n 7 mission might best be served by a further evolution of OpenAI\u2019s structure.\n\n 8 RESPONSE: Denied.\n\n 9 74. With companies like Google, Amazon, Meta, and now xAI pouring billions into AI\n\n10 development and competing with OpenAI for scarce compute, OpenAI\u2019s capital needs have become\n\n11 more pressing than ever. Training GPT-4, which OpenAI released in 2023, required 67 times more\n\n12 computing power (measured in petaFLOPS) than GPT-3, released just three years prior, and nearly\n\n13 1.2 million times more than GPT-1, released in 2018. The demands and the costs are only rising. So\n\n14 too are the demands for, and costs of, retaining and attracting scarce top talent in the field.\n\n15 RESPONSE: Plaintiffs admit that xAI has invested billions into the development of AI and\n\n16 that the demand for, and cost of, retaining and attracting top talent in the AI field have risen\n\n17 significantly over the past several years. Plaintiffs lack knowledge or information sufficient to form\n\n18 an opinion regarding the truth of the remaining allegations in Paragraph 74 and deny them on\n\n19 that basis.\n\n20 75. OpenAI\u2019s current structure poses challenges in attracting new investment and\n\n21 retaining and attracting highly skilled personnel. Every one of OpenAI\u2019s significant competitors has\n\n22 a familiar corporate structure that allows for offers of conventional equity\u2014an attraction not just\n\n23 for investors contemplating multi-billion-dollar commitments but for current and prospective\n\n24 employees who want a stake in the enterprise they\u2019re helping to build. The profit interests in\n\n25 OpenAI\u2019s capped-profit are less familiar.\n\n26 RESPONSE: Plaintiffs deny the allegations in the first and third sentences of Paragraph 75\n\n27 on the basis that OpenAI no longer offers profit interests in a \u201ccapped-profit\u201d structure. Plaintiffs\n\n28 lack knowledge or information sufficient to form an opinion regarding the truth of the allegations\n 25\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 27 of 48\n\n\n\n\n 1 in the second sentence of Paragraph 75 and deny them on that basis.\n\n 2 76. The challenges OpenAI faces are reflected in its most recent fundraising rounds, in\n\n 3 which investors have insisted on conditions freeing them from certain funding commitments or\n\n 4 allowing redemption of invested funds with interest in the event OpenAI fails to simplify its capital\n\n 5 structure.\n\n 6 RESPONSE: Plaintiffs lack knowledge or information sufficient to form an opinion\n\n 7 regarding the truth of the allegations in Paragraph 76 and deny them on that basis.\n\n 8 77. Given these challenges, and the threat they pose to the pursuit of the mission,\n\n 9 OpenAI\u2019s board has for many months been considering not a \u201cconversion\u201d of the nonprofit into a\n\n10 for-profit entity\u2014as Musk has falsely and repeatedly claimed\u2014but a structure change in which the\n\n11 nonprofit would continue to exist and pursue its mission of ensuring that AGI benefits all of\n\n12 humanity, while the capped-profit would become a public benefit corporation (\u201cPBC\u201d) serving the\n\n13 exact same mission but also having accountability to investors and employees. The nonprofit would\n\n14 exchange its current economic interest in the capped-profit entity for an equity stake in the PBC\u2014\n\n15 thus sharing in the PBC\u2019s financial success while pursuing mission-advancing projects.\n\n16 RESPONSE: Plaintiffs admit that, in the transaction completed on or around October 28,\n\n17 2025, the nonprofit exchanged its then-current economic interest in the capped-profit structure for\n\n18 an equity stake in the newly formed PBC. Plaintiffs otherwise deny the allegations in Paragraph 77.\n\n19 78. Any decision to restructure will have been made following extensive deliberation by\n\n20 a well-qualified board. In addition to Altman, the current board comprises the following directors:\n\n21 a. Bret Taylor (Chair), who led Twitter\u2019s board of directors before and during its\n\n22 acquisition by Musk and is former co-CEO of Salesforce and former Chief\n\n23 Technology Officer of Facebook;\n\n24 b. Adam D\u2019Angelo, CEO and co-founder of Quora;\n\n25 c. Dr. Sue Desmond-Hellmann, former CEO of the Bill & Melinda Gates Foundation,\n\n26 former Chancellor of the University of California at San Francisco, and current\n\n27 director of Pfizer Corporation;\n\n28\n 26\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 28 of 48\n\n\n\n\n 1 d. Paul Nakasone, a retired U.S. Army General and leading expert in cybersecurity,\n\n 2 technology advancement, and global cyber defense who once led the National\n\n 3 Security Agency;\n\n 4 e. Nicole Seligman, former Executive Vice President and Global General Counsel of\n\n 5 Sony Corporation and former President of Sony Entertainment;\n\n 6 f. Larry Summers, a former President of Harvard University and former Secretary of\n\n 7 the U.S. Treasury;\n\n 8 g. Zico Kolter, Director of the Machine Learning Department at Carnegie Mellon\n\n 9 University; and\n\n10 h. Adebayo Ogunlesi, Founding Partner, Chairman, and CEO of Global Infrastructure\n\n11 Partners, a leading infrastructure investing platform, and a Senior Managing Director\n\n12 at BlackRock.\n\n13 RESPONSE: Plaintiffs deny the allegations in the first sentence of Paragraph 79, deny the\n\n14 allegations in Paragraph 79(d) to the extent they characterize Mr. Nakasone as a leading expert,\n\n15 deny the allegations in Paragraph 79(f ) to the extent they suggest that Larry Summers remains on\n\n16 OpenAI\u2019s board, and deny the allegations in Paragraph 79(h) to the extent they characterize Global\n\n17 Infrastructure Partners as a leading infrastructure investing platform. Plaintiffs otherwise admit the\n\n18 allegations in Paragraph 79.\n\n19 79. If a restructuring designed to serve the advancement of the mission is halted, the\n\n20 mission will be impaired. OpenAI\u2019s competitors\u2014entities like Musk\u2019s xAI that do not share\n\n21 OpenAI\u2019s mission\u2014will benefit.\n\n22 RESPONSE: Denied.\n\n23 J. Musk seeks to enjoin the possible restructuring and much of OpenAI\u2019s business, then\n makes a sham bid for the nonprofit\u2019s assets\n24\n\n25 80. The prospect of a possible restructuring became public in or about the fall of 2024.\n26 Never one to miss an opportunity, Musk, on November 29, 2024, sought emergency relief to stop it\n\n27 from happening\u2014and, for good measure, to halt large swaths of OpenAI\u2019s business activities.\n\n28\n 27\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 29 of 48\n\n\n\n\n 1 RESPONSE: Plaintiffs admit that Musk sought a preliminary injunction on November 29,\n\n 2 2024. To the extent the allegations in Paragraph 80 characterize the relief sought, Plaintiffs\n\n 3 respectfully refer the Court to that filing for its complete and accurate contents. Plaintiffs otherwise\n\n 4 deny the allegations in Paragraph 80.\n\n 5 81. The supposed predicate for this preliminary injunction motion was long-ago\n\n 6 donations of approximately $40 million Musk claims to have made to OpenAI\u2014funding provided\n\n 7 before Musk decided to abandon OpenAI and the $1 billion pledge he\u2019d made at the enterprise\u2019s\n\n 8 founding.\n\n 9 RESPONSE: To the extent Paragraph 81 characterizes the preliminary injunction motion\n\n10 filed on November 29, 2024, Plaintiffs respectfully refer the Court to that filing for its complete and\n\n11 accurate contents. Plaintiffs otherwise deny the allegations in Paragraph 81.\n\n12 82. The Court heard argument on Musk\u2019s motion on February 4, 2025 and reserved\n\n13 ruling.9\n\n14 RESPONSE: Admitted.\n15 83. Before the Court could rule, Musk turned immediately to other means. On February\n16 10, 2025, Musk\u2019s litigation counsel sent a \u201cLetter of Intent\u201d to OpenAI\u2019s board on behalf of a\n\n17 consortium of private investors\u2014including xAI, Baron Capital Group, Inc., Valor Management\n\n18 LLC, Atreides Management, LP, Vy Fund III, L.P., Emanuel Capital Management, LLC, Eight\n\n19 Partners VC, LLC, and others who remain unidentified. The letter purported to offer $97.375 billion\n\n20 for the purchase of OpenAI, Inc.\u2019s assets.\n\n21 RESPONSE: Plaintiffs deny the allegations in the first sentence of Paragraph 83. Plaintiffs\n22 otherwise admit the allegations in Paragraph 83. Plaintiffs further note that, prior to sending the\n\n23 letter of intent to OpenAI, Musk, through counsel, sought information regarding what, if any,\n\n24 competitive bidding process the California and Delaware Attorneys General would establish for\n\n25 OpenAI\u2019s charitable assets. Musk\u2019s counsel sent the letter of intent only after the California and\n\n26\n 9\n27 The Court ultimately denied Musk\u2019s preliminary injunction motion in its entirety on March 4,\n 2025, finding Musk had failed to meet his burden of proof in seeking such \u201cextraordinary relief.\u201d\n28 See Order Denying Motion for a Preliminary Injunction, Dkt. 121 at 1 (Mar. 4, 2025).\n 28\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 30 of 48\n\n\n\n\n 1 Delaware Attorneys General failed to provide any information regarding the nature, terms, or timing\n\n 2 of that process.\n\n 3 84. Before the letter even reached OpenAI\u2019s board, Musk\u2019s counsel set about building\n\n 4 maximum buzz and maximum disruption for OpenAI. He provided the letter to the Wall Street\n\n 5 Journal (where the story appeared on the front page), and the \u201cbid\u201d dominated international news\n\n 6 for days.\n\n 7 RESPONSE: Plaintiffs admit that Musk\u2019s counsel provided a copy of the letter to the Wall\n\n 8 Street Journal and that a story regarding the bid appeared in the Wall Street Journal. Plaintiffs\n\n 9 otherwise deny the allegations in Paragraph 84.\n\n10 85. After studying Musk\u2019s stunt, savvy media commentators recognized it as a sham,\n\n11 variously describing Musk\u2019s \u201cbid\u201d as \u201cless [ ] a serious effort to take control of OpenAI than as a\n\n12 gambit\u201d to interfere with OpenAI\u2019s contemplated corporate reorganization;10 a \u201cspoiler\u201d aimed at\n\n13 disrupting OpenAI\u2019s fundraising and reorganization efforts;11 and a \u201cwrecking ball against an\n\n14 opponent\u201d and rival.12\n\n15 RESPONSE: Paragraph 85 purports to quote from and characterize articles published in\n16 Axios, The Economist, and The Guardian, to which Plaintiffs respectfully refer the Court for their\n\n17 complete contents. Plaintiffs otherwise deny the allegations in Paragraph 85.\n\n18 86. Among other things, the letter included no evidence of financing to pay the nearly\n19 $100 billion purchase price, which the letter described as based on OpenAI\u2019s \u201chistorical financial\n\n20 results\u201d and \u201cprojections.\u201d OpenAI has never disclosed financial \u201cprojections\u201d publicly or provided\n\n21 them to Musk or any of the other investors named in the letter. None of the investors had conducted\n\n22 any diligence on the business.\n\n23\n 10\n Scott Rosenberg, Musk lawyers say he\u2019ll drop bid for OpenAI if it gives up for-profit plan, Axios\n24 (Feb. 13, 2025), https://www.axios.com/2025/02/13/musk-altman-openai-nonprofit-filing.\n 11\n25 Elon Musk\u2019s $97bn offer is a headache for Sam Altman\u2019s OpenAI, The Economist (Feb. 11, 2025),\n https://www.economist.com/business/2025/02/11/elon-musks-97bn-offer-is-a-headache-for-sam-\n26 altmans-openai.\n 12\n27 Chris Stokel-Walker, Elon Musk owning OpenAI would be a terrible idea. That doesn\u2019t mean it\n won\u2019t happen, The Guardian (Feb. 12, 2025), https://www.theguardian.com/commentisfree/2025/\n28 feb/12/elon-musk-owning-openai-trump-ai-sam-altman.\n 29\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 31 of 48\n\n\n\n\n 1 RESPONSE: To the extent Paragraph 86 purports to quote from or characterize the letter\n\n 2 of intent dated February 10, 2025, admitted as Trial Exhibit 1157, Plaintiffs respectfully refer the\n\n 3 Court to that document for its complete and accurate contents. Plaintiffs deny that the letter of intent\n\n 4 \u201cincluded no evidence of financing to pay the nearly $100 billion purchase price,\u201d given that the\n\n 5 letter identified prominent investors who were publicly known to have adequate resources to fund a\n\n 6 $97.375 billion purchase. Plaintiffs admit that OpenAI never disclosed its financial projections to\n\n 7 Musk, but deny that the letter of intent stated that it had. Plaintiffs otherwise lack knowledge or\n\n 8 information sufficient to form an opinion regarding the truth of the allegations in the second sentence\n\n 9 of Paragraph 86 and deny them on that basis. Plaintiffs further note that the letter of intent expressly\n\n10 states that the proposal was conditioned on \u201ccustomary due diligence investigation of the Company\n\n11 and its Business.\u201d Plaintiffs otherwise deny the allegations in Paragraph 86.\n\n12 87. The investors who backed the purported takeover bid are close confederates of Musk,\n\n13 some with large stakes in Musk-founded companies including Tesla, SpaceX, The Boring Company,\n\n14 X, and Neuralink.\n\n15 RESPONSE: Plaintiffs admit that the investors involved in the bid have invested in Musk\u2019s\n\n16 other companies, including Tesla, SpaceX, and X, among others. Plaintiffs otherwise deny the\n\n17 allegations in Paragraph 87.\n\n18 88. When asked about the bid on CNBC, Ron Baron, one of the investors backing Musk\n\n19 and a longtime Musk booster and major investor in Musk\u2019s businesses, became flustered. He then\n\n20 admitted he\u2019d done very little work on the project, hadn\u2019t been following it closely, and had only\n\n21 committed $5 million (or 0.00513% of the alleged bid price), which he first claimed to have done\n\n22 in his personal capacity\u2014even though the letter was signed on behalf of his fund. Baron went on to\n\n23 suggest that the point of the bid, as pitched to him (plainly by Musk) was not to buy OpenAI\u2019s assets,\n\n24 but instead to obtain \u201cdiscovery\u201d and get \u201cbehind the wall\u201d at OpenAI.\n\n25 RESPONSE: Paragraph 88 purports to quote from and characterize a March 11, 2025 Ron\n\n26 Baron interview with CNBC Squawk Box and the February 10, 2025 letter of intent regarding the\n\n27 bid for OpenAI\u2019s assets, admitted as Trial Exhibit 1157, to which Plaintiffs respectfully refer the\n\n28 Court for their complete and accurate contents. See Baron Capitol, Ron Baron Discusses Tesla and\n 30\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 32 of 48\n\n\n\n\n 1 the Market on CNBC Squawk Box (March 11, 2025), https://www.baroncapitalgroup.com/news-\n\n 2 and-press/ron-baron-cnbc-squawk-box-tesla-market-outlook. Plaintiffs admit that Ron Baron is a\n\n 3 major investor in Musk\u2019s businesses since approximately 2014 and otherwise deny the remaining\n\n 4 allegations in Paragraph 88.\n\n 5 89. The purchase price noted in the Letter of Intent was a joking reference to 974 Praf, a\n\n 6 character in Iain Banks\u2019 science fiction series, Look to Windward, from which Musk has also drawn\n\n 7 names for multiple SpaceX rockets.13\n\n 8 RESPONSE: Denied.\n\n 9 90. Although OpenAI recognized the bid as a feint, its mere existence\u2014and the media\n\n10 firestorm surrounding it\u2014required OpenAI to expend significant resources in responding to it.\n\n11 Following news of Musk\u2019s move, OpenAI\u2019s board engaged in the formal process of reviewing and\n\n12 assessing the \u201cbid.\u201d This entailed convening a discussion of the Letter of Intent and consideration\n\n13 of next steps in the event Musk\u2019s attempts to gain control of OpenAI escalated. It further entailed\n\n14 commissioning legal and financial analyses of the bid\u2019s purported \u201cterms\u201d and soliciting briefing\n\n15 from high-level OpenAI employees to inform the board\u2019s deliberations.\n\n16 RESPONSE: Plaintiffs deny that the bid was a \u201cfeint.\u201d Plaintiffs further deny that the bid\n\n17 required OpenAI to expend significant resources to respond, given that OpenAI rejected the bid\n\n18 almost immediately, as evidenced by Altman\u2019s February 10, 2025 post on X stating \u201cno thank you\n\n19 but we will buy Twitter for $9.74 billion if you want\u201d and Bret Taylor\u2019s February 11, 2025 statement\n\n20 in a Wall Street Journal interview that \u201cOpenAI is not for sale.\u201d Plaintiffs lack knowledge or\n\n21 information sufficient to form a belief as to the truth of the remaining allegations in Paragraph 90\n\n22 and deny them on that basis.\n\n23 91. On February 14, 2024, OpenAI\u2019s board unanimously rejected Musk\u2019s purported\n\n24 overture.\n\n25 RESPONSE: Denied. Plaintiffs admit that OpenAI\u2019s board unanimously rejected the bid\n\n26 on February 14, 2025.\n\n27\n\n28 13\n See Stokel-Walker, supra note 12.\n 31\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 33 of 48\n\n\n\n\n 1 K. Musk\u2019s campaign has already injured OpenAI and poses a threat to its economic\n relationships\n 2\n\n 3 92. OpenAI is a resilient organization. It has succeeded where Musk said it could only\n\n 4 fail. But the enterprise and its people have suffered harm as a result of Musk\u2019s unlawful campaign\n\n 5 of harassment, interference, and misinformation. And those actions threaten further, irreparable\n\n 6 harm.\n\n 7 RESPONSE: Denied.\n\n 8 93. Every phase of Musk\u2019s campaign has been designed to force OpenAI to divert\n\n 9 resources, expend money, or both. From countering Musk\u2019s false statements and other public\n\n10 attacks; to addressing Musk\u2019s pretextual corporate records demand; to defending against harassing,\n\n11 withdrawn-at-the-last-minute legal claims; to countering Musk\u2019s repeated lies and\n\n12 mischaracterizations intended to damage OpenAI\u2019s reputation; to responding to the sham bid for\n\n13 OpenAI, Inc.\u2019s assets, OpenAI has borne costs, and been harmed, by Musk\u2019s abusive tactics and\n\n14 unrelenting efforts to mislead the public for his own benefit and to OpenAI\u2019s detriment and the\n\n15 detriment of its mission.\n\n16 RESPONSE: Denied.\n\n17 94. Musk\u2019s most recent ploy, pretending to try to take over OpenAI, threatens a more\n\n18 serious toll\u2014on OpenAI\u2019s ability to govern itself in service of the mission, on its relationships with\n\n19 investors, on its relationships with employees, and ultimately on advancement of the mission to\n\n20 develop AGI for the benefit of all humanity.\n\n21 RESPONSE: Denied.\n\n22 95. The February 10, 2025 Letter of Intent did not so much as acknowledge OpenAI\u2019s\n\n23 mission; it was a naked effort to disrupt the board\u2019s consideration of a potential restructuring and\n\n24 sow confusion among employees and potential investors. An important procedural aspect of a\n\n25 corporate reorganization of OpenAI may be a valuation of OpenAI, Inc.\u2019s interests in the capped-\n\n26 profit entity. With no involvement in OpenAI\u2019s valuation process, Musk\u2014through xAI and its\n\n27 consortium of Musk-associated private investors\u2014has now purported to put a price on OpenAI,\n\n28 Inc.\u2019s assets. Musk\u2019s counsel even announced that the \u201cinvestor group is prepared to match or\n 32\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 34 of 48\n\n\n\n\n 1 exceed any bids higher than their own.\u201d14 This very public effort to artificially \u201craise[ ] the floor for\n\n 2 the nonprofit\u2019s valuation\u201d15 has already caused confusion, and were it (or something like it) pursued\n\n 3 further, the consequence could be a significant impairment of OpenAI\u2019s ability to pursue its mission\n\n 4 on terms uncorrupted by unlawful harassment and interference.\n\n 5 RESPONSE: Plaintiffs admit the February 10, 2025 letter of intent did not explicitly\n\n 6 reference OpenAI\u2019s mission, and otherwise deny the allegations in the first sentence of Paragraph\n\n 7 95. Plaintiffs lack knowledge or information sufficient to form an opinion regarding the truth of the\n\n 8 allegations in the second sentence of Paragraph 95 and deny them on that basis. Plaintiffs admit\n\n 9 that Musk had no involvement in OpenAI\u2019s internal valuation process, but, as reflected in the letter\n\n10 of intent, worked with a consortium of investors to propose a price for OpenAI, Inc.\u2019s assets, subject\n\n11 to due diligence including inspection of OpenAI\u2019s financial books and records. Plaintiffs otherwise\n\n12 deny the allegations in the third sentence of Paragraph 95. The fourth sentence in Paragraph 95\n\n13 purports to quote from and characterize a February 10, 2025 article published in the Wall Street\n\n14 Journal, to which Plaintiffs respectfully refer the Court for its complete and accurate contents.\n\n15 Plaintiffs deny the allegations in the fifth sentence of Paragraph 95.\n\n16 96. Musk\u2019s takeover threats could also imperil OpenAI\u2019s relationships with investors\n\n17 and have already made maintenance of those business relationships more costly and burdensome.\n\n18 The February 10, 2025 Letter of Intent came at a time when, as Musk knew, OpenAI was engaged\n\n19 in an extremely competitive process to raise funds. Commentators have noted that the specter of a\n\n20 Musk-dominated OpenAI could \u201cfrighten[ ] potential investors and increase OpenAI\u2019s cost of\n\n21 capital\u201d in an extremely competitive and capital-intensive market.16 That is precisely what Musk is\n\n22\n\n23\n 14\n Jessica Toonkel and Berber Jin, Elon Musk-Led Group Makes $97.4 Billion Bid for Control of\n24 OpenAI, The Wall Street Journal (Feb. 10, 2025), https://www.wsj.com/tech/elon-musk-openai-bid-\n\n25 4af12827.\n 15\n Allison Morrow, What Elon Musk\u2019s $100 billion bid for OpenAI is really all about, CNN (Feb.\n26 12, 2025), https://www.cnn.com/2025/02/12/business/musk-altman-openai-nightcap/index.html.\n 16\n27 Stephanie Palazzolo and Rocket Drew, The Strategy Behind Musk\u2019s $97 Billion Bid for OpenAI,\n The Information (Feb. 11, 2025), https://www.theinformation.com/articles/the-strategy-behind-\n28 musks-97-billion-bid-for-openai.\n 33\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 35 of 48\n\n\n\n\n 1 seeking to achieve: to \u201cderail[ ] efforts\u201d to raise money from existing and new investors.17\n\n 2 RESPONSE: Plaintiffs lack knowledge or information sufficient to form an opinion\n\n 3 regarding the truth of the allegations in the first sentence of Paragraph 96 and deny them on that\n\n 4 basis. Plaintiffs deny that Musk knew about the details of OpenAI\u2019s fundraising in or around\n\n 5 February 2025, and otherwise deny the allegations in the second sentence of Paragraph 96. The\n\n 6 third sentence of Paragraph 96 purports to quote from and characterize a February 11, 2025 article\n\n 7 published in The Information, to which Plaintiffs respectfully refer the Court for its complete and\n\n 8 accurate contents. Plaintiffs deny the allegations in the fourth sentence of Paragraph 96.\n\n 9 97. That motive was on display earlier this year. In January 2025, when OpenAI, Oracle,\n\n10 and Softbank announced their new Stargate venture\u2014which President Trump heralded as an\n\n11 unprecedented investment in \u201ccolossal data centers\u201d that will yield hundreds of thousands of jobs\n\n12 and push the frontiers of scientific discovery\u2014Musk immediately sought to cast doubt on the\n\n13 project\u2019s viability. In private, trying to strangle the venture in the cradle, Musk encouraged any\n\n14 investor who would listen not to invest in Stargate.\n\n15 RESPONSE: Denied.\n\n16 98. Musk has engaged in these efforts to slow OpenAI\u2019s progress and impair its ability\n\n17 to compete effectively in an increasingly crowded field, but also to seize and maintain for xAI an\n\n18 unearned edge designed to impair competition more broadly for the sole benefit of Musk\u2019s xAI, at\n\n19 the expense of the public interest.\n\n20 RESPONSE: Denied.\n\n21 99. Meanwhile, for OpenAI employees all too familiar with the fallout at Twitter/X, the\n\n22 prospect of a Musk takeover means chaos and arbitrary employment action. Within six months of\n\n23 buying Twitter, Musk fired more than 6,000 of its employees, eliminating approximately 80% of\n\n24 the company\u2019s workforce, while refusing to pay required severance.\n\n25 RESPONSE: Plaintiffs deny the allegations in the first sentence of Paragraph 99. Plaintiffs\n\n26 admit that, shortly after Musk acquired control of Twitter, he caused the termination of more than\n\n27\n\n28 17\n See Elon Musk\u2019s $97bn offer is a headache for Sam Altman\u2019s OpenAI, supra note 11.\n 34\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 36 of 48\n\n\n\n\n 1 6,000 employees, eliminating approximately 80% of the company\u2019s workforce. Plaintiffs otherwise\n\n 2 deny the allegations in Paragraph 99.\n\n 3 100. Still worse, the threat of a Musk takeover is a threat to the very mission of building\n\n 4 beneficial AGI\u2014the mission to which OpenAI employees are dedicated. Musk\u2019s safety, security,\n\n 5 and misinformation record is dismal. According to a study that evaluated the \u201crisk-management\n\n 6 practices of top AI companies,\u201d \u201cthe worst offender\u201d in terms of \u201cinadequate safety measures\u201d was\n\n 7 \u201cElon Musk\u2019s xAI.\u201d xAI received a total score of 0/5 in this study because it has \u201cbarely published\n\n 8 anything about risk management.\u201d18 xAI\u2019s Grok has also become a leading spreader of\n\n 9 misinformation and inflammatory political rhetoric. Just recently, Grok was reported to have\n\n10 provided users with \u201cdetailed instructions on how to make chemical weapons of mass destruction,\u201d\n\n11 complete with \u201cfull list[s] of suppliers\u201d and \u201c[d]etailed instructions on how to get the needed\n\n12 materials.\u201d19 Users also discovered that Grok would \u201cconsistently say that President Donald Trump\n\n13 and Musk deserve the death penalty\u201d\u2014a phenomenon xAI representatives themselves described as\n\n14 a \u201creally terrible and bad failure.\u201d20\n\n15 RESPONSE: Plaintiffs deny the allegations in the first and second sentences of Paragraph\n16 100. The third and fourth sentence of Paragraph 100 purport to quote from and characterize a\n\n17 October 2, 2024 article published in Time and a study discussed in that article, to which Plaintiffs\n\n18 respectfully refer the Court for their complete and accurate contents. Plaintiffs deny the allegations\n\n19 in the fifth sentence of Paragraph 100. The sixth and seventh sentences of Paragraph 100 purport\n\n20 to quote from and characterize a February 25, 2025 article published in Futurism and a February 23,\n\n21 2025 article published in TechCrunch, respectively, to which Plaintiffs respectfully refer the Court\n\n22 for their complete and accurate contents.\n\n23\n 18\n Andrew R. Chow, Some Top AI Labs Have \u2018Very Weak\u2019 Risk Management, Study Finds, Time\n24 (Oct. 2, 2024), https://time.com/7026972/saferai-study-xai-meta/.\n 19\n25 Noor Al-Sibai, Elon\u2019s Grok 3 AI Provides \u201cHundreds of Pages of Detailed Instructions\u201d on\n Creating Chemical Weapons, Futurism (Feb 25, 2025), https://futurism.com/elon-musk-grok-3-\n26 chemical-weapons.\n 20\n27 Kyle Wiggers, Grok 3 appears to have briefly censored unflattering mentions of Trump and Musk,\n TechCrunch (Feb. 23, 2025), https://techcrunch.com/2025/02/23/grok-3-appears-to-have-briefly-\n28 censored-unflattering-mentions-of-trump-and-musk/.\n 35\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 37 of 48\n\n\n\n\n 1 101. The risk of future, irreparable harm from Musk\u2019s unlawful conduct is acute, and the\n\n 2 risk that that conduct continues is high. With every month that has passed, Musk has intensified and\n\n 3 expanded the fronts of his campaign against OpenAI, and has proven himself willing to take ever\n\n 4 more dramatic steps to seek a competitive advantage for xAI and to harm Altman, whom, in the\n\n 5 words of the President of the United States, Musk \u201chates.\u201d21\n\n 6 RESPONSE: Plaintiffs admit that Musk dislikes Altman due to Altman\u2019s extensive track\n\n 7 record of dishonest, deceptive, and manipulative behavior. Plaintiffs otherwise deny the allegations\n\n 8 in Paragraph 101.\n\n 9 FIRST CLAIM FOR RELIEF\n\n10 Unfair Competition under Cal. Bus. & Prof. Code \u00a7\u00a7 17200 et seq.\n\n11 (By OpenAI, Inc., OpenAI OpCo, LLC, and OpenAI Global, LLC against Musk and xAI)\n12 102. Counterclaim Plaintiffs re-allege and incorporate by reference each of Paragraphs 1\n13 through 101 as though fully set forth herein.\n\n14 RESPONSE: Plaintiffs repeat and incorporate by reference their responses to the allegations\n15 in Paragraphs 1 through 101.\n\n16 103. Counterclaim Defendants intentionally engaged in unfair and fraudulent business\n17 practices by orchestrating a sham bid to purportedly acquire Counterclaim Plaintiff OpenAI, Inc.\u2019s\n\n18 assets.\n\n19 RESPONSE: Denied.\n20 104. On February 10, 2025, Musk\u2019s counsel announced to the media that he had sent a\n21 letter on behalf of a group of private investors, led by Musk in his capacity as CEO of xAI, to\n\n22 OpenAI, Inc.\u2019s board of directors. The letter purported to make a bid to purchase Counterclaim\n\n23 Plaintiff OpenAI, Inc.\u2019s assets for $97.375 billion.\n\n24 RESPONSE: Plaintiffs admit that, on February 10, 2025, Musk\u2019s counsel announced to the\n25 Wall Street Journal that Musk, in his capacity as CEO of xAI, along with a consortium of investors,\n\n26\n 21\n27 See Max Chafkin, Musk Can\u2019t Help Bringing His Rivalries to the White House, Bloomberg (Jan.\n 24, 2025), https://www.bloomberg.com/news/newsletters/2025-01-24/elon-musk-sam-altman-\n28 feud-plays-out-in-trump-white-house-over-stargate.\n 36\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 38 of 48\n\n\n\n\n 1 sent a letter of intent to OpenAI, Inc.\u2019s board of directors proposing to purchase OpenAI, Inc.\u2019s\n\n 2 assets for $97.375 billion. Plaintiffs respectfully refer the Court to the letter of intent for its complete\n\n 3 and accurate contents.\n\n 4 105. Counterclaim Defendants\u2019 bid was a sham designed to disrupt Counterclaim\n\n 5 Plaintiffs\u2019 operations and to gain an unfair business advantage.\n\n 6 RESPONSE: Denied.\n\n 7 106. Many of the investors who participated in the purported takeover bid are close\n\n 8 associates of Musk whose economic fortunes have turned in large part on the success of Musk-\n\n 9 founded companies. One of those investors admitted to the lack of valuation analysis supporting the\n\n10 bid. The bid did not evidence any available financing to support the purported purchase price, and\n\n11 the proposed purchase price for Counterclaim Plaintiff OpenAI, Inc.\u2019s assets had no discernible\n\n12 basis other than a comedic reference to Musk\u2019s favorite sci-fi series.\n\n13 RESPONSE: Plaintiffs admit that the investors involved in the bid have invested in Musk\u2019s\n\n14 other companies, including Tesla, SpaceX, and X, among others. Plaintiffs otherwise deny the\n\n15 allegations in Paragraph 106.\n\n16 107. The purpose of the bid was to hinder Counterclaim Plaintiffs in their ability to\n\n17 compete by impeding their ability to raise capital; complicating the process for undertaking any\n\n18 corporate reorganization; introducing unwarranted complexity into the process for valuing assets;\n\n19 attempting to interfere with Counterclaim Plaintiffs\u2019 relationships with current and prospective\n\n20 investors; and attempting to interfere with Counterclaim Plaintiffs\u2019 business relationships with\n\n21 employees and API developers, including by raising the prospect of working and/or partnering with\n\n22 a Musk-affiliated entity with no strong commitment to OpenAI\u2019s mission or to AI safety. These\n\n23 concerns are particularly acute in light of the Counterclaim Defendants\u2019 stated intent to wage a\n\n24 bidding war for Counterclaim Plaintiff OpenAI, Inc.\u2019s assets, which was intended to cast a pall of\n\n25 uncertainty over Counterclaim Plaintiffs\u2019 commercial future.\n\n26 RESPONSE: Denied.\n\n27 108. Counterclaim Defendants\u2019 intent to undermine OpenAI through this sham bid is\n\n28 further confirmed by the bid\u2019s timing; the bid was announced when public reporting indicated that\n 37\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 39 of 48\n\n\n\n\n 1 OpenAI\u2019s board was actively, and intensively, deliberating on a potential structure change while in\n\n 2 discussions with both the Delaware and California Attorneys General, such that the bid\u2019s\n\n 3 announcement at that time was evidently intended to be maximally disruptive.\n\n 4 RESPONSE: Plaintiffs admit that the bid was announced after public reporting indicated\n\n 5 that OpenAI was in discussions with the Delaware and California Attorneys General regarding a\n\n 6 potential for-profit restructuring. Plaintiffs further note that, at the time of the bid, OpenAI\u2019s for-\n\n 7 profit restructuring was already a long-running source of contention for nonprofit organizations and\n\n 8 advocates, who had widely critiqued OpenAI\u2019s efforts and called on the Attorneys General to take\n\n 9 action prior to the bid. Plaintiffs otherwise deny the allegations in Paragraph 108.\n\n10 109. Counterclaim Defendants\u2019 sham bid is an unfair business practice because it was\n\n11 intended to disrupt Counterclaim Plaintiffs\u2019 operations for the purpose of impairing Counterclaim\n\n12 Plaintiffs\u2019 ability to raise funds and effectively compete in the nascent market to develop AI\n\n13 technologies. The purpose of this unfair business practice was to enhance the position of\n\n14 Counterclaim Defendants in the market by reducing competition from Counterclaim Plaintiffs, thus\n\n15 amounting to an incipient violation of federal and/or California antitrust law and/or a violation of\n\n16 the policy and spirit of those antitrust laws, as the effect of the sham bid was to threaten to reduce\n\n17 lawful competition in the market.\n\n18 RESPONSE: Denied.\n\n19 110. Counterclaim Defendants\u2019 sham bid is a fraudulent business practice because the\n\n20 purpose of the bid was to deceive members of the public that Counterclaim Defendants\u2019 true\n\n21 intentions were to acquire Counterclaim Plaintiff OpenAI, Inc.\u2019s assets for $97.375 billion, rather\n\n22 than to disrupt Counterclaim Plaintiffs\u2019 operations and interfere with its business relationships.\n\n23 RESPONSE: Denied.\n\n24 111. As a direct and proximate result of Counterclaim Defendants\u2019 sham bid,\n\n25 Counterclaim Plaintiffs were forced to bear substantial costs and have thus suffered injuries in fact\n\n26 and lost money or property, including, without limitation, resources expended in hiring advisors to\n\n27 evaluate and respond to the bid and costs associated with the diversion of Counterclaim Plaintiffs\u2019\n\n28 employees\u2019 time to respond to the bid.\n 38\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 40 of 48\n\n\n\n\n 1 RESPONSE: Plaintiffs deny the allegations in Paragraph 111 to the extent they characterize\n\n 2 the bid for OpenAI\u2019s assets as a \u201csham.\u201d Plaintiffs lack knowledge or information sufficient to form\n\n 3 a belief as to the truth of the remaining allegations in Paragraph 111 and deny them on that basis.\n\n 4 112. There is a substantial probability that Counterclaim Defendants\u2019 unfair and\n\n 5 fraudulent conduct will recur in the absence of preliminary and permanent injunctive relief, as\n\n 6 Counterclaim Defendants\u2019 sham bid is only the latest episode in a years-long campaign of\n\n 7 harassment against Counterclaim Plaintiffs, which has also involved, among other things, calling\n\n 8 for a \u201cmoratorium\u201d on the development of advanced AI technology for purposes of stalling\n\n 9 Counterclaim Plaintiffs\u2019 progress and benefitting Counterclaim Defendants\u2019 rival AI company;\n\n10 issuing a pretextual and deceptive records demand for the purpose of gathering and distorting\n\n11 competitively-sensitive information about Counterclaim Plaintiffs; repeatedly disparaging\n\n12 Counterclaim Plaintiffs on false and derogatory grounds, including on Counterclaim Defendants\u2019 X\n\n13 platform to an audience of hundreds of millions; and filing and belatedly withdrawing legal claims\n\n14 for purposes of harassing Counterclaim Plaintiffs.\n\n15 RESPONSE: Denied.\n\n16 113. Counterclaim Defendants\u2019 motivation in conducting this harassment campaign has\n\n17 been to impose costs on Counterclaim Plaintiffs and disrupt their operations for the ultimate purpose\n\n18 of undermining Counterclaim Plaintiffs\u2019 ability to compete in the nascent market for AI\n\n19 technologies, and enhancing Counterclaim Defendants\u2019 competitive position in that market.\n\n20 RESPONSE: Denied.\n\n21 114. Thus, as a direct and proximate consequence of Counterclaim Defendants\u2019 conduct,\n\n22 acts, and/or omissions in violation of Cal. Bus. & Prof. Code \u00a7\u00a7 17200 et seq., Counterclaim\n\n23 Plaintiffs have been and will continue to be harmed and are entitled to restitution, prejudgment\n\n24 interest, and preliminary and permanent injunctive relief from any further unfair or fraudulent\n\n25 business practices as provided in Cal. Bus. & Prof. Code \u00a7 17203.\n\n26 RESPONSE: Denied.\n\n27\n\n28\n 39\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 41 of 48\n\n\n\n\n 1 SECOND CLAIM FOR RELIEF\n\n 2 Tortious Interference with Prospective Economic Advantage\n\n 3 (By OpenAI, Inc., OpenAI OpCo, LLC, and OpenAI Global, LLC against Musk and xAI)\n\n 4 115. Counterclaim Plaintiffs re-allege and incorporate by reference each of Paragraphs 1\n\n 5 through 114 as though fully set forth herein.\n\n 6 RESPONSE: Plaintiffs repeat and incorporate by reference their responses to the allegations\n\n 7 in Paragraphs 1 through 114.\n\n 8 116. At all times relevant to this action, Counterclaim Plaintiffs have maintained\n\n 9 economic relationships with (1) third-party investors, (2) employees, and (3) customers that were or\n\n10 are likely to yield future and continued benefits to Counterclaim Plaintiffs.\n\n11 RESPONSE: Plaintiffs lack sufficient knowledge or information sufficient to form a belief\n\n12 as to the truth of the allegations in Paragraph 116 and deny them on that basis.\n\n13 117. Counterclaim Defendants knew of these economic relationships and the probability\n\n14 of continued benefits to Counterclaim Plaintiffs.\n\n15 RESPONSE: Denied.\n\n16 118. Counterclaim Defendants intentionally engaged in actions designed to disrupt\n\n17 Counterclaim Plaintiffs\u2019 economic relationships and did in fact disrupt those relationships.\n\n18 RESPONSE: Denied.\n\n19 119. Specifically, on February 10, 2025, Musk\u2019s counsel announced to the media that he\n\n20 had sent a letter on behalf of a group of private investors, led by Musk in his capacity as CEO of\n\n21 xAI, to OpenAI, Inc.\u2019s board of directors. The letter purported to make a bid on behalf of a\n\n22 consortium of named and unnamed private investors to purchase Counterclaim Plaintiff OpenAI,\n\n23 Inc.\u2019s assets for $97.375 billion.\n\n24 RESPONSE: Plaintiffs admit that, on February 10, 2025, Musk\u2019s counsel announced to the\n\n25 Wall Street Journal that Musk, in his capacity as CEO of xAI, along with a consortium of investors,\n\n26 sent a letter of intent to OpenAI, Inc.\u2019s board of directors proposing to purchase OpenAI, Inc.\u2019s\n\n27 assets for $97.375 billion. Plaintiffs respectfully refer the Court to the letter of intent for its complete\n\n28 and accurate contents.\n 40\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 42 of 48\n\n\n\n\n 1 120. Counterclaim Defendants\u2019 purported bid was a sham designed to disrupt\n\n 2 Counterclaim Plaintiffs\u2019 economic relationships.\n\n 3 RESPONSE: Denied.\n\n 4 121. The bid was intended to disrupt Counterclaim Plaintiffs\u2019 relationships with current\n\n 5 and prospective investors and has rendered the performance of those business relationships more\n\n 6 costly and burdensome. Without limitation, the bid complicated the process for undertaking any\n\n 7 corporate reorganization, and may ultimately raise Counterclaim Plaintiffs\u2019 cost of capital.\n\n 8 RESPONSE: Plaintiffs deny the allegations in the first sentence of Paragraph 121. Plaintiffs\n\n 9 otherwise lack knowledge or information sufficient to form a belief as to the truth of the allegations\n\n10 in Paragraph 121 and deny them on that basis.\n\n11 122. On information and belief, the bid was intended to, and did in fact, disrupt\n\n12 Counterclaim Plaintiffs\u2019 business relationships with their employees and customers and has\n\n13 rendered the performance of those business relationships more costly and burdensome.\n\n14 RESPONSE: Plaintiffs deny the allegations in Paragraph 122 to the extent they characterize\n\n15 the intent of Plaintiffs or any of their agents. Plaintiffs otherwise lack knowledge or information\n\n16 sufficient to form a belief as to the truth of the allegations in Paragraph 122 and deny them on that\n\n17 basis.\n\n18 123. But for the Counterclaim Defendants\u2019 sham bid, Counterclaim Plaintiffs likely would\n\n19 have enjoyed the full scope of economic benefits from these business relationships.\n\n20 RESPONSE: Plaintiffs deny the allegations in Paragraph 123 to the extent they characterize\n\n21 the bid as a sham. Plaintiffs otherwise lack knowledge or information sufficient to form a belief as\n\n22 to the truth of the allegations in Paragraph 123 and deny them on that basis.\n\n23 124. As a direct and proximate result of Counterclaim Defendants\u2019 wrongful conduct,\n\n24 Counterclaim Plaintiffs have suffered damages in an amount to be proven at trial.\n\n25 RESPONSE: Denied.\n\n26 125. Counterclaim Defendants\u2019 conduct was independently wrongful because it\n\n27 constituted an unfair and fraudulent business practice in violation of California\u2019s Unfair\n\n28 Competition Law, Cal. Bus. & Prof. Code \u00a7 17200 (see Claim 1).\n 41\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 43 of 48\n\n\n\n\n 1 RESPONSE: Denied.\n\n 2 126. Counterclaim Defendants engaged in wrongful conduct with malice, oppression, and\n\n 3 fraud. Accordingly, Counterclaim Plaintiffs request that punitive damages be awarded in an amount\n\n 4 sufficient to sanction this conduct and to deter those who would commit or knowingly seek to profit\n\n 5 from similar actions, now or in the future.\n\n 6 RESPONSE: Denied.\n\n 7 127. In addition to recovering damages, a preliminary and permanent injunction of any\n\n 8 further interference with Counterclaim Plaintiffs\u2019 economic relationships is warranted because there\n\n 9 is no adequate remedy at law for Counterclaim Defendants\u2019 tortious interference and the risk of\n\n10 future, irreparable harm is acute, in light of Counterclaim Defendants\u2019 years-long pattern of abusive\n\n11 conduct, involving, among other things, calling for a \u201cmoratorium\u201d on the development of advanced\n\n12 AI technology to stall Counterclaim Plaintiffs\u2019 progress; issuing a pretextual and deceptive\n\n13 corporate records request; filing and withdrawing legal claims for purposes of harassing\n\n14 Counterclaim Plaintiffs; and orchestrating a sham bid to purportedly acquire Counterclaim Plaintiff\n\n15 OpenAI, Inc.\u2019s assets (see Claim 1).\n\n16 RESPONSE: Denied.\n\n17 AFFIRMATIVE DEFENSES\n\n18 Plaintiffs assert the following defenses based in part and without limitation on the allegations\n19 asserted in Paragraphs 1 through 127 and the responses thereto, which are incorporated herein.\n\n20 FIRST DEFENSE: UNCLEAN HANDS\n21 Both Counts of the OpenAI Defendants\u2019 Amended Counterclaims are barred, in whole or in\n22 part, by the OpenAI Defendants\u2019 unclean hands. The OpenAI Defendants engaged in inequitable\n\n23 conduct that violates conscience and good faith, including:\n\n24 \u2022 Since at least November 2022, the OpenAI Defendants worked to convert OpenAI, Inc.\n25 (now OpenAI Foundation) from a nonprofit organization focused on a charitable mission\n26 to a fully for-profit organization dedicated to maximizing the financial returns of its\n27 investors and insiders, including Altman and Brockman. The OpenAI Defendants used\n28 Musk\u2019s financial contributions \u2013 more than $38 million that accounted for the majority\n 42\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 44 of 48\n\n\n\n\n 1 of OpenAI\u2019s funding in its first two years \u2013 along with Musk\u2019s reputation, recruiting\n\n 2 ability, business connections, leadership, and strategic insight to ensure OpenAI\u2019s\n\n 3 success. But recognizing that Musk\u2019s support was strictly conditioned on OpenAI\n\n 4 remaining an open-source, nonprofit organization dedicated to its charitable mission, the\n\n 5 OpenAI Defendants falsely reassured Musk that OpenAI would stick to its charitable\n\n 6 mission and misled him into believing that was the case.\n\n 7 \u2022 As part of their efforts to turn OpenAI into an entirely for-profit entity, in 2024 and 2025,\n 8 the OpenAI Defendants contemplated a for-profit restructuring whereby OpenAI\u2019s for-\n\n 9 profit affiliates would acquire the nonprofit\u2019s assets, eliminating the nonprofit altogether\n\n10 and removing even the fa\u00e7ade of pursuing a nonprofit, charitable mission. On\n\n11 information and belief, OpenAI\u2019s insiders \u2013 including Altman and Brockman, who stood\n\n12 to make significant individual financial returns through the restructuring \u2013 planned to\n\n13 participate on both sides of that conflicted transaction. On information and belief, the\n\n14 OpenAI Defendants planned to sell OpenAI, Inc.\u2019s assets in that transaction at a below-\n\n15 market price that did not reflect their fair value, violating the charitable trust that those\n\n16 assets were subject to as well as Altman and Brockman\u2019s fiduciary duties as officers and\n\n17 directors of the nonprofit organization.\n\n18 \u2022 The OpenAI Defendants engaged in rampant self-dealing. Altman and Brockman used\n19 their influence as officers and directors of OpenAI, Inc. and its for-profit affiliates to\n\n20 cause OpenAI to enter into numerous transactions with entities in which Altman or\n\n21 Brockman held a personal financial interest or through which they would otherwise\n\n22 personally benefit.\n\n23 \u2022 The OpenAI Defendants sought to stifle legitimate competition from Plaintiffs by\n24 discouraging investment in xAI. On information and belief, the OpenAI Defendants\n\n25 went so far as to condition investors\u2019 ability to participate in OpenAI\u2019s heavily\n\n26 oversubscribed fundraising rounds on the investors\u2019 agreement not to invest in OpenAI\u2019s\n\n27 competitors, including, specifically, xAI.\n\n28 The OpenAI Defendants\u2019 inequitable conduct relates directly to both Counts of the OpenAI\n 43\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 45 of 48\n\n\n\n\n 1 Defendants\u2019 Amended Counterclaims. Those claims are focused on Musk\u2019s efforts in or around\n\n 2 2023 through 2025 to investigate the OpenAI Defendants\u2019 inequitable conduct and protect OpenAI\u2019s\n\n 3 assets and charitable mission from that conduct. As OpenAI\u2019s original primary donor, its former\n\n 4 co-chair, and someone whose reputation was publicly intertwined with OpenAI\u2019s for years, Musk\n\n 5 was concerned for OpenAI\u2019s nonprofit mission. He investigated whether OpenAI was complying\n\n 6 with its mission and duties as a registered charity and nonprofit organization, or had instead been\n\n 7 captured by for-profit interests. After developing concerns, Musk sued and communicated with the\n\n 8 California and Delaware Attorneys General to protect OpenAI\u2019s charitable mission and preserve\n\n 9 OpenAI\u2019s assets. The OpenAI Defendants\u2019 inequitable conduct relates directly to those efforts.\n\n10 SECOND DEFENSE: LITIGATION PRIVILEGE UNDER CAL. CIV. CODE \u00a7 47(b)\n\n11 Both Counts of the OpenAI Defendants\u2019 Amended Counterclaims are barred, in whole or in\n\n12 part, by the litigation privilege under California Civil Code \u00a7 47(b). The February 10, 2025 letter of\n\n13 intent, Plaintiffs\u2019 communications with the California and Delaware Attorneys General, and\n\n14 Plaintiffs\u2019 litigation filings in California state court and this Court constitute communications in the\n\n15 context of or in contemplation of an official proceeding or a proceeding authorized by law within\n\n16 the scope of Civil Code \u00a7 47(b). Plaintiffs, as litigants, potential relators, and interested parties\n\n17 affected by OpenAI\u2019s then-ongoing for-profit restructuring were authorized participants under the\n\n18 law when making the complained-of communications. The communications were sent to achieve\n\n19 the object of the proceeding and were logically related to the object of the proceeding: ensuring the\n\n20 OpenAI nonprofit entity received fair value for its assets, which were subject to a charitable trust.\n\n21 Plaintiffs\u2019 communications are therefore insulated from tort liability under Civil Code \u00a7 47(b). And\n\n22 given that Civil Code \u00a7 47(b) specifically permits Plaintiffs\u2019 conduct, it qualifies as a statutory safe\n\n23 harbor to liability under Cal. Bus. & Prof. Code \u00a7\u00a7 17200 et seq.\n\n24 THIRD DEFENSE: CONSTITUTIONAL RIGHTS TO FREE SPEECH AND PETITION\n\n25 Both Counts of the OpenAI Defendants\u2019 Amended Counterclaims are barred, in whole or in\n\n26 part, by Plaintiffs\u2019 rights under the United States Constitution and the Constitution of the State of\n\n27 California to freedom of speech and freedom to petition the government. The alleged conduct at\n\n28 the heart of the OpenAI Defendants\u2019 Amended Counterclaims \u2013 including Plaintiffs\u2019\n 44\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 46 of 48\n\n\n\n\n 1 communications with the OpenAI Defendants, Plaintiffs\u2019 communications with the news media,\n\n 2 Plaintiffs\u2019 communications with the California and Delaware Attorneys General, and Plaintiffs\u2019\n\n 3 litigation filings in California state court and this Court \u2013 constitutes protected First Amendment\n\n 4 activity. As such, Plaintiffs\u2019 conduct is protected by the Noerr-Pennington doctrine and\n\n 5 constitutionally insulated from liability.\n\n 6 FOURTH DEFENSE: PRIVILEGE OF FREE COMPETITION\n\n 7 Count II of the OpenAI Defendants\u2019 Amended Counterclaims is barred because the\n\n 8 complained-of conduct, even if true, is protected as legitimate competition. Even if Plaintiffs\n\n 9 intentionally disrupted the OpenAI Defendants\u2019 prospective economic relationships, that conduct\n\n10 was not tortious because the OpenAI Defendants are Plaintiffs\u2019 competitors; the allegedly injured\n\n11 relationships relate to the area of competition between the OpenAI Defendants and Plaintiffs;\n\n12 Plaintiffs did not employ any wrongful means; Plaintiffs\u2019 conduct did not create or continue any\n\n13 unlawful restraint of trade; and Plaintiffs\u2019 purpose was at least in part to advance Plaintiffs\u2019 interest\n\n14 in competing with the OpenAI Defendants.\n\n15 NEGATIVE DEFENSES\n\n16 FIFTH DEFENSE: LACK OF STATUTORY STANDING\n17 Count I of the OpenAI Defendants\u2019 Amended Counterclaims is barred because the OpenAI\n18 Defendants lack standing under Cal. Bus. & Prof. Code \u00a7 17204 to assert that claim.\n\n19 SIXTH DEFENSE: LACK OF ARTICLE III STANDING\n20 Both Counts of the OpenAI Defendants\u2019 Amended Counterclaims are barred because the\n21 OpenAI Defendants lack Article III standing to assert those claims.\n\n22 SEVENTH DEFENSE: FAILURE TO STATE A CLAIM\n23 Both Counts of the OpenAI Defendants\u2019 Amended Counterclaims fail to state a claim upon\n24 which relief may be granted.\n\n25 EIGHTH DEFENSE: NO INDEPENDENTLY WRONGFUL ACT\n26 Count II of the OpenAI Defendants\u2019 Amended Counterclaims is barred because the OpenAI\n27 Defendants fail to plead or prove an independently wrongful act.\n\n28\n 45\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 47 of 48\n\n\n\n\n 1 NINTH DEFENSE: NO CAUSATION\n\n 2 Both Counts of the OpenAI Defendants\u2019 Amended Counterclaims are barred because the\n\n 3 OpenAI Defendants fail to plead or prove that Plaintiffs\u2019 conduct was a but-for or proximate cause\n\n 4 of the OpenAI Defendants\u2019 purported injury.\n\n 5 TENTH DEFENSE: NO DAMAGES\n\n 6 Both Counts of the OpenAI Defendants\u2019 Amended Counterclaims are barred because the\n\n 7 OpenAI Defendants have not suffered any injury, loss, or damages from the conduct alleged in the\n\n 8 Amended Counterclaims.\n\n 9 ELEVENTH DEFENSE: NO ENHANCED DAMAGES\n\n10 The OpenAI Defendants\u2019 request for punitive, exemplary, or other enhanced damages is\n\n11 barred because Plaintiffs never acted with oppression, fraud, malice, or willful or wanton negligence\n\n12 and such an award, if granted, would violate Plaintiffs\u2019 state and federal rights.\n\n13 TWELFTH DEFENSE: NO EQUITABLE RELIEF\n\n14 The OpenAI Defendants are not entitled to equitable relief, including but not limited to\n\n15 injunctive relief, because they have an adequate remedy at law and cannot show that they will suffer\n\n16 any irreparable harm, that the balance of the equities tips in their favor, or that the public interest\n\n17 supports relief.\n\n18 DEMAND FOR JURY TRIAL\n\n19 Plaintiffs hereby demand a trial by jury for all issues triable to a jury under Rule 38(b) of\n20 the Federal Rules of Civil Procedure.\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\n28\n 46\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 609 Filed 08/10/26 Page 48 of 48\n\n\n\n\n 1 Dated: August 10, 2026 MOLOLAMKEN LLP\n\n 2\n By: /s/ Steven F. Molo\n 3 Steven F. Molo (pro hac vice)\n\n 4 Marc Toberoff (CA SBN 188547)\n MToberoff@toberoffandassociates.com\n 5 TOBEROFF & ASSOCIATES, P.C.\n 23823 Malibu Road, Suite 50-363\n 6 Malibu, CA 90265\n Telephone: (310) 246-3333\n 7\n Robert K. Kry (pro hac vice)\n 8 Jennifer M. Schubert (pro hac vice)\n Walter H Hawes IV (pro hac vice)\n 9 Alexandra C. Eynon (pro hac vice)\n Sara Tofighbakhsh (pro hac vice)\n10 MOLOLAMKEN LLP\n 430 Park Avenue\n11 New York, NY 10022\n Telephone: (212) 607-8160\n12\n\n13\n\n14\n\n15\n\n16\n\n17\n\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\n28\n 47\n PLAINTIFFS\u2019 ANSWER TO OPENAI DEFENDANTS\u2019 COUNTERCLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f","ocr_status":2,"date_upload":"2026-08-10T16:12:53.228290-07:00","document_number":"609","attachment_number":null,"pacer_doc_id":"035027491847","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Answer to Counterclaim","acms_document_guid":""}],"date_created":"2026-08-10T16:01:40.053243-07:00","date_modified":"2026-08-11T09:12:41.863544-07:00","date_filed":"2026-08-10","time_filed":"15:36:57","entry_number":609,"recap_sequence_number":"2026-08-10.001","pacer_sequence_number":3455,"description":"ANSWER to Counterclaim (Dkt. 229) by Elon Musk, X.AI Corp.. (Molo, Steven) (Filed on 8/10/2026) (Entered: 08/10/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/472232753/","id":472232753,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69013420/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/487660452/","id":487660452,"tags":[],"absolute_url":"/docket/69013420/608/musk-v-altman/","date_created":"2026-07-27T09:33:38.458981-07:00","date_modified":"2026-08-14T16:53:24.041294-07:00","sha1":"e76f6628a60b54dfef705cb53aba26c65bd5b620","page_count":2,"file_size":731863,"filepath_local":"recap/gov.uscourts.cand.433688/gov.uscourts.cand.433688.608.0_1.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cand.433688/gov.uscourts.cand.433688.608.0.pdf","ia_upload_failure_count":null,"thumbnail":"recap-thumbnails/gov.uscourts.cand.433688/487660452.thumb.1068.png","thumbnail_status":1,"plain_text":" Case 4:24-cv-04722-YGR Document 608 Filed 07/27/26 Page 1 of 2\n\n\n UNITED STATES DISTRICT COURT TRANSCRIPT ORDER COURT USE ONLY\n NORTHERN DISTRICT OF CALIFORNIA Please use one form per court reporter. DUE DATE:\n CAND 435 CJA counsel please use Form CJA24\n (CAND Rev. 08/2018) Please read instructions on next page.\n1a. CONTACT PERSON FOR THIS ORDER 2a. CONTACT PHONE NUMBER 3. CONTACT EMAIL ADDRESS\nErica Schmitt (941) 623-8267 eschmitt@wilkinsonstekloff.com\n1b. ATTORNEY NAME (if different) 2b. ATTORNEY PHONE NUMBER 3. ATTORNEY EMAIL ADDRESS\nDhruti Patel (202) 847-4012 dpatel@wilkinsonstekloff.com\n4. MAILING ADDRESS (INCLUDE LAW FIRM NAME, IF APPLICABLE) 5. CASE NAME 6. CASE NUMBER\nWilkinson Stekloff LLP\n2001 M ST NW, 10th Floor Elon Musk, et al. v. Samuel Altman, et al. 4:24-CV-04722\nWashington, DC, 20036\n 8. THIS TRANSCRIPT ORDER IS FOR:\n7. COURT REPORTER NAME ( FOR FTR, LEAVE BLANK AND CHECK BOX)\u2192 \u2750 FTR \u2750 APPEAL \u2750 CRIMINAL \u2750 In forma pauperis (NOTE: Court order for transcripts must be attached)\nIrene L. Rodriguez (Cert. #8074) \u2750 NON-APPEAL \u2714 CIVIL\n \u2750 CJA: Do not use this form; use Form CJA24.\n\n\n9. TRANSCRIPT(S) REQUESTED (Specify portion(s) and date(s) of proceeding(s) for which transcript is requested), format(s) & quantity and delivery type:\n\n b. SELECT FORMAT(S) (NOTE: ECF access is included\n a. HEARING(S) (OR PORTIONS OF HEARINGS) c. DELIVERY TYPE ( Choose one per line)\n with purchase of PDF, text, paper or condensed.)\n\n DATE JUDGE TYPE PORTION PDF TEXT/ASCII PAPER CONDENSED ECF ACCESS ORDINARY 14-Day EXPEDITED 3-DAY DAILY HOURLY REALTIME\n If requesting less than full hearing, (email) (email) (email) (web) (30-day) (7-day) (Next day) (2 hrs)\n (initials) (e.g. CMC) specify portion (e.g. witness or time)\n\n \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1\n \u25cf\n\n\n\n\n \u25cf\n\n\n\n\n \u25cf\n YGR Trial\n \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1\n \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1\n \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1\n \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1\n \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1 \uf0a1\n10. ADDITIONAL COMMENTS, INSTRUCTIONS, QUESTIONS, ETC:\n\n I want the full transcript from every day of trial, excluding Days 01 (04/27/2026), 04 (04/30/2026), and 06 (05/04/2026).\n I would like full and condensed (mini) transcripts, please!\nORDER & CERTIFICATION (11. & 12.) By signing below, I certify that I will pay all charges (deposit plus additional). 12. DATE\n11. SIGNATURE\n /s/ Erica Schmitt 07/24/2026\n\n\n Clear Form Save as new PDF\n\f Case 4:24-cv-04722-YGR Document 608 Filed 07/27/26 Page 2 of 2\n\n\nCAND 435\n(Rev. 08/2018) INSTRUCTIONS\nUse this form to order the transcription of a record of proceedings. CJA counsel should use Form CJA24. Before completing this form, please visit cand.uscourts.gov/transcripts\nfor complete transcript ordering information. THESE INSTRUCTIONS SUPPLEMENT THE WEBSITE INFORMATION.\n 1. Complete a separate order form for each case number for which transcripts are ordered.\n 2. Complete a separate order form for each court reporter who reported proceedings in the case.\n 3. Complete Items 1-12. Keep a copy of your completed order form for your records.\n 4. E-file this form in the U.S. District Court CM/ECF system. Exceptions to e-filing: (a) sealed cases/proceedings; (b) non-parties; (c) pro se parties who are not e-filers.\n In such cases, mail or hand-deliver a hard copy addressed to the court reporter supervisor (email list available at cand.uscourts.gov/transcripts/contact) at the\n Court division where the proceeding was held.\n 5. Next, the court reporter/transcriber will contact you to confirm estimated costs and delivery options. Deliver payment to the court reporter/transcriber promptly.\n Upon receipt of the deposit, the court reporter/transcriber will begin work on the transcript.\n 6. Unless prepayment is waived, delivery time is computed from the date the court reporter/transcriber receives the deposit, authorized CJA 24 Form, authorization\n from Federal Public Defender\u2019s Office or, for transcripts ordered by the U.S. government, from the date of receipt of the DCN number.\n 7. The deposit fee is an estimate. Any overage will be refunded; any shortage will be due from you.\n ITEM-BY-ITEM INSTRUCTIONS (ITEMS 1-12):\nItems 1-3 In fields 1a, 2a & 3a, please provide the contact name and information for the person responsible for ordering the transcript. In a law office, this is usually a\n paralegal or administrative assistant, not the attorney. In fields 1b, 2b & 3b, provide the attorney name and contact info, if the attorney is not the contact person.\nItems 5-6. Only one case number may be listed per order.\nItem 7. Visit cand.uscourts.gov/transcripts for instructions for determining the name of the court reporter who reported the proceeding or if the proceeding was audio-\n recorded. If minutes have not been filed, contact the court reporter supervisor at the division where the hearing was held.\nItem 8. Check appeal OR non-appeal AND criminal OR civil. In forma pauperis: a court order specifically authorizing transcripts is required before transcripts may be\n ordered in forma pauperis.\nItem 9a. List specific date(s) of the proceedings for which transcript is requested. A transcript of only a portion of a proceeding may be ordered, if the description is clearly\n written to facilitate processing. Under \u201ctype,\u201d indicate briefly what type of proceeding it was, such as \u201cmotion,\u201d \u201csentencing,\u201d or \u201cCMC.\u201d\nItem 9b. Select desired FORMAT(S) for transcript. There is an additional charge for each format ordered. Visit cand.uscourts.gov/transcripts/rates for details. Unlock\n ECF/web access is included at no extra charge with each of the other formats.\nItem 9c. There are 7 DELIVERY TYPES to choose from (times are computed from date of receipt of the deposit fee or DCN number). NOTE: Full price may be charged only if\n the transcript is delivered within the required time frame. For example, if an order for expedited transcript is not completed and delivered within 7 calendar days,\n the 14-day delivery rate would be charged.\n TRANSCRIPT DELIVERY TIMES:\n \uf0a7 ORDINARY \u2500 30 calendar days.\n \uf0a7 14-DAY \u2500 14 calendar days.\n \uf0a7 EXPEDITED \u2500 7 calendar days.\n \uf0a7 3-DAY \u2500 3 calendar days\n \uf0a7 DAILY (NEXT DAY) \u2500 Following adjournment and prior to the normal opening hour of the court on the following morning whether or not it actually is a court day.\n \uf0a7 HOURLY (SAME DAY) \u2500 within two (2) hours.\n \uf0a7 REALTIME \u2500 A draft unedited, uncertified transcript produced by a certified realtime reporter as a byproduct of realtime to be delivered electronically during\n proceedings or immediately following adjournment.\nItem 11. Sign in this space to certify that you will pay all charges (the deposit plus any additional charges.) An electronic or conformed (/s/) signature is acceptable.\nItem 12. Enter the date of signing the order and certification.\n\f","ocr_status":2,"date_upload":"2026-07-28T12:22:39.587728-07:00","document_number":"608","attachment_number":null,"pacer_doc_id":"035027428131","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Transcript Order","acms_document_guid":""}],"date_created":"2026-07-27T09:33:38.427314-07:00","date_modified":"2026-08-03T07:28:23.572009-07:00","date_filed":"2026-07-27","time_filed":"09:10:19","entry_number":608,"recap_sequence_number":"2026-07-27.001","pacer_sequence_number":3453,"description":"TRANSCRIPT ORDER for proceedings held on 4/28/2026 All Trial before Judge Yvonne Gonzalez Rogers for Court Reporter Irene Rodriguez (Rodriguez, Irene) (Filed on 7/27/2026) (Entered: 07/27/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/469651576/","id":469651576,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69013420/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/484997992/","id":484997992,"tags":[],"absolute_url":"/docket/69013420/607/musk-v-altman/","date_created":"2026-07-02T16:32:46.030020-07:00","date_modified":"2026-07-14T20:29:08.073444-07:00","sha1":"fc12ebccd2b2b5853e99dfe0e56301f2ca8c4a1e","page_count":7,"file_size":187042,"filepath_local":"recap/gov.uscourts.cand.433688/gov.uscourts.cand.433688.607.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cand.433688/gov.uscourts.cand.433688.607.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 4:24-cv-04722-YGR Document 607 Filed 07/02/26 Page 1 of 7\n\n\n\n\n 1 MARC TOBEROFF (CA SBN 188547)\n MToberoff@toberoffandassociates.com\n 2 TOBEROFF & ASSOCIATES, P.C.\n 23823 Malibu Road, Suite 50-363\n 3 Malibu, CA 90265\n Telephone: (310) 246-3333\n 4\n STEVEN F. MOLO (pro hac vice)\n 5 ROBERT K. KRY (pro hac vice)\n JENNIFER M. SCHUBERT (pro hac vice)\n 6 MOLOLAMKEN LLP\n 430 Park Avenue\n 7 New York, NY 10022\n Telephone: (212) 607-8160\n 8\n Attorneys for Plaintiffs Elon Musk\n 9 and X.AI Corp.\n\n10 (Additional counsel listed on the next page)\n\n11 UNITED STATES DISTRICT COURT\n12 NORTHERN DISTRICT OF CALIFORNIA\n13 OAKLAND DIVISION\n14 ELON MUSK, et al., Case No. 4:24-cv-04722-YGR\n15 Plaintiffs, JOINT STIPULATION AND PROPOSED\n ORDER REGARDING ANSWER\n16 v.\n17 SAMUEL ALTMAN, et al.,\n\n18 Defendants.\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\n28\n\n JOINT STIPULATION AND PROPOSED ORDER REGARDING ANSWER\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 607 Filed 07/02/26 Page 2 of 7\n\n\n\n\n 1 JORDAN ETH (CA SBN 121617) RUSSELL P. COHEN (SBN 213105)\n JEth@mofo.com Russ.cohen@dechert.com\n 2 WILLIAM FRENTZEN (CA SBN 343918) HOWARD M. ULLMAN (SBN 206760)\n WFrentzen@mofo.com Howard.ullman@dechert.com\n 3 DAVID J. WIENER (CA SBN 291659) DECHERT LLP\n DWiener@mofo.com 45 Fremont Street, 26th Floor\n 4 MORRISON & FOERSTER LLP San Francisco, CA 94105\n 425 Market Street Telephone: (415) 262-4500\n 5 San Francisco, CA 94105 Facsimile: (415) 262-4555\n Telephone: (415) 268-7000\n 6 Facsimile: (415) 268-7522 NISHA PATEL (SBN 281628)\n Nisha.patelgupta@dechert.com\n 7 WILLIAM SAVITT (pro hac vice) DECHERT LLP\n WDSavitt@wlrk.com 633 West 5th Street, Suite 4900\n 8 BRADLEY R. WILSON (pro hac vice) Los Angeles, CA 90071\n BRWilson@wlrk.com Telephone: (213) 808-5700\n 9 SARAH K. EDDY (pro hac vice) Facsimile: (213) 808-5760\n SKEddy@wlrk.com\n10 STEVEN WINTER (pro hac vice) ANDREW J. LEVANDER (pro hac vice)\n SWinter@wlrk.com Andrew.levander@dechert.com\n11 NATHANIEL CULLERTON (pro hac vice) DECHERT LLP\n NDCullerton@wlrk.com Three Bryant Park\n12 WACHTELL, LIPTON, ROSEN & KATZ 1095 Avenue of the Americas\n 51 West 52nd Street New York, NY 10036\n13 New York, NY 10019 Telephone: (212) 698-3500\n Telephone: (212) 403-1000 Facsimile: (212) 698-3599\n14 Facsimile: (212) 403-2000\n JAY JURATA (pro hac vice)\n15 Attorneys for the OpenAI Defendants Jay.jurata@dechert.com\n DECHERT LLP\n16 1900 K Street, N.W.\n Washington, DC 20006\n17 Telephone: (202) 261-3300\n Facsimile: (202) 261-3333\n18\n Attorneys for Defendant Microsoft\n19 Corporation\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\n28\n\n JOINT STIPULATION AND PROPOSED ORDER REGARDING ANSWER\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 607 Filed 07/02/26 Page 3 of 7\n\n\n\n\n 1 Plaintiffs Elon Musk and X.AI Corp. (\u201cPlaintiffs\u201d); Defendants Samuel Altman, Gregory\n 2 Brockman, OpenAI, Inc., OpenAI L.P., OpenAI, L.L.C., OpenAI GP, L.L.C., OpenAI OpCo, LLC,\n\n 3 OpenAI Global, LLC, OAI Corporation, LLC, OpenAI Holdings, LLC, OpenAI Startup Fund\n\n 4 Management, LLC, OpenAI Startup Fund GP I, L.L.C., OpenAI Startup Fund I, L.P., OpenAI\n\n 5 Startup Fund SPV GP I, L.L.C., OpenAI Startup Fund SPV GP II, L.L.C., OpenAI Startup Fund\n\n 6 SPV GP III, L.L.C., OpenAI Startup Fund SPV GP IV, L.L.C., OpenAI Startup Fund SPV I, L.P.,\n\n 7 OpenAI Startup Fund SPV II, L.P., OpenAI Startup Fund SPV III, L.P., OpenAI Startup Fund SPV\n\n 8 IV, L.P., Aestas Management Company, LLC, and Aestas, LLC (collectively, the \u201cOpenAI\n\n 9 Defendants\u201d); and Defendant Microsoft Corporation (together with the OpenAI Defendants,\n\n10 \u201cDefendants,\u201d and collectively with Plaintiff and the OpenAI Defendants, the \u201cParties\u201d), hereby\n\n11 stipulate as follows:\n\n12 WHEREAS, on June 10, 2026, the Court entered its Order for Joint Briefing Schedule Re:\n13 Remaining Claims (Dkt. 602), directing the Parties to meet and confer regarding a briefing schedule\n\n14 for Plaintiffs\u2019 remaining claims and to submit the proposed schedule within fourteen days;\n\n15 WHEREAS, Plaintiffs\u2019 remaining claims are: Count VIII (Sherman Act \u00a7 1), Count IX\n16 (Sherman Act \u00a7 2), Count X (Cartwright Act \u00a7 16720), Count XI (Unfair Practices Act), Count XII\n\n17 (Clayton Act \u00a7 3), Count XIII (Cartwright Act \u00a7 16727), Count XIV (Clayton Act \u00a7 7), Count XVI\n\n18 (UCL \u00a7 17200), and Count XVII (Lanham Act);\n\n19 WHEREAS, on June 24, 2026, the Parties filed a Joint Stipulation and Proposed Order\n20 Regarding Briefing Schedule for Plaintiffs\u2019 Remaining Claims (Dkt. 603) under which the OpenAI\n\n21 Defendants and Microsoft shall each file a supplemental opening brief addressing Plaintiffs\u2019\n\n22 remaining claims by August 10, 2026; Plaintiffs shall file supplemental opposition briefs, or a\n\n23 combined brief, responding to each supplemental opening brief by September 24, 2026; and the\n\n24 OpenAI Defendants and Microsoft shall each file a supplemental reply brief by October 26, 2026;\n\n25 WHEREAS, the foregoing briefing stipulation remains pending for entry before the Court;\n26 WHEREAS, on August 12, 2025, the Court denied Plaintiffs\u2019 motion to dismiss the\n27 counterclaims asserted by OpenAI, Inc., OpenAI OpCo, LLC, and OpenAI Global, LLC (Dkt. 228);\n\n28 and\n\n JOINT STIPULATION AND PROPOSED ORDER REGARDING ANSWER\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 607 Filed 07/02/26 Page 4 of 7\n\n\n\n\n 1 WHEREAS, Plaintiffs have not yet served their answer to the counterclaims, which had been\n\n 2 stayed for resolution in Phase II;\n\n 3 NOW, THEREFORE, the Parties stipulate that Plaintiffs shall file their answer to the\n\n 4 counterclaims on or before August 10, 2026.\n\n 5\n\n 6\n\n 7\n\n 8\n\n 9\n\n10\n\n11\n\n12\n\n13\n\n14\n\n15\n\n16\n\n17\n\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\n28\n 2\n JOINT STIPULATION AND PROPOSED ORDER REGARDING ANSWER\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 607 Filed 07/02/26 Page 5 of 7\n\n\n\n\n 1 Dated: June 30, 2026 MOLOLAMKEN LLP\n\n 2\n By: /s/ Robert K. Kry\n 3 Robert K. Kry (pro hac vice)\n\n 4 Attorneys for Plaintiffs Elon Musk\n and X.AI Corp.\n 5\n\n 6 Dated: June 30, 2026 MORRISON & FOERSTER LLP\n\n 7\n By: /s/ William Frentzen\n 8 William Frentzen (SBN 343918)\n\n 9 Attorneys for the OpenAI Defendants\n\n10\n\n11 Dated: June 30, 2026 DECHERT LLP\n\n12\n By: /s/ Russell P. Cohen\n13 Russell P. Cohen (SBN 213105)\n14 Attorneys for Defendant Microsoft\n Corporation\n15\n\n16\n\n17\n\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\n28\n 3\n JOINT STIPULATION AND PROPOSED ORDER REGARDING ANSWER\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 607 Filed 07/02/26 Page 6 of 7\n\n\n\n\n 1 SIGNATURE ATTESTATION\n\n 2 I hereby attest that the signatories listed above, on whose behalf this Stipulation is submitted,\n\n 3 concur in the filing\u2019s content and have authorized the filing.\n\n 4\n\n 5 Dated: June 30, 2026 /s/ Robert K. Kry\n Robert K. Kry (pro hac vice)\n 6\n\n 7\n\n 8\n\n 9\n\n10\n\n11\n\n12\n\n13\n\n14\n\n15\n\n16\n\n17\n\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\n28\n\n JOINT STIPULATION AND PROPOSED ORDER REGARDING ANSWER\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 607 Filed 07/02/26 Page 7 of 7\n\n\n\n\n 1 [PROPOSED] ORDER\n\n 2 GOOD CAUSE APPEARING, the Court hereby approves the foregoing Stipulation. It is\n\n 3 accordingly hereby ordered that Plaintiffs shall file their answer to the counterclaims on or before\n\n 4 August 10, 2026.\n\n 5\n\n 6 PURSUANT TO STIPULATION, IT IS SO ORDERED.\n\n 7\n\n 8 DATED: July 2, 2026\n Hon. Yvonne Gonzalez Rogers\n 9 Chief United States District Judge\n\n10\n\n11\n\n12\n\n13\n\n14\n\n15\n\n16\n\n17\n\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\n28\n\n JOINT STIPULATION AND PROPOSED ORDER REGARDING ANSWER\n CASE NO.: 4:24-CV-04722-YGR\n\f","ocr_status":2,"date_upload":"2026-07-02T18:03:46.614093-07:00","document_number":"607","attachment_number":null,"pacer_doc_id":"035027337640","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Order on Stipulation","acms_document_guid":""}],"date_created":"2026-07-02T16:32:46.004704-07:00","date_modified":"2026-08-03T07:28:23.546949-07:00","date_filed":"2026-07-02","time_filed":"16:06:11","entry_number":607,"recap_sequence_number":"2026-07-02.001","pacer_sequence_number":3451,"description":"Order by Judge Yvonne Gonzalez Rogers Granting 605 Stipulation Regarding Answer. Plaintiff's Answer to the Counterclaims due by 8/10/2026. (eac, COURT STAFF) (Filed on 7/2/2026) (Entered: 07/02/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/469505291/","id":469505291,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69013420/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/484845451/","id":484845451,"tags":[],"absolute_url":"/docket/69013420/606/musk-v-altman/","date_created":"2026-07-01T18:33:35.700563-07:00","date_modified":"2026-07-02T04:22:23.075864-07:00","sha1":"e73b5906cde6b729ecc0e6d198ebab9b20688b8e","page_count":5,"file_size":195219,"filepath_local":"recap/gov.uscourts.cand.433688/gov.uscourts.cand.433688.606.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cand.433688/gov.uscourts.cand.433688.606.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 4:24-cv-04722-YGR Document 606 Filed 07/01/26 Page 1 of 5\n\n\n\n\n 1\n\n 2\n\n 3\n\n 4\n\n 5 UNITED STATES DISTRICT COURT\n 6 NORTHERN DISTRICT OF CALIFORNIA\n 7\n\n 8\n ELON MUSK, ET AL., Case No.: 4:24-cv-4722-YGR\n 9\n ORDER APPOINTING MEDIATOR AND\n 10 Plaintiffs, CONDITIONALLY APPOINTING SPECIAL\n MASTER\n 11 v.\nNorthern District of California\n\n\n\n\n 12 SAMUEL ALTMAN, ET AL., Re: Dkt. No. 603\n United States District Court\n\n\n\n\n 13 Defendants.\n 14\n\n 15 The Court having determined that the appointment of a Mediator and, if mediation is\n 16 unsuccessful, the limited-purpose appointment of a Special Master, will facilitate the just, speedy,\n 17 and inexpensive resolution of this action, ORDERS as follows:\n 18 I. APPOINTMENT OF MEDIATOR\n 19 1. Appointment. The Court APPOINTS R. David Proctor as Mediator in this action.\n 20 Proctor has consented to serve in this capacity and has disclosed to the Court that there are no\n 21 conflicts with his service.\n 22 2. Qualifications. The Mediator is an attorney duly licensed to practice law and\n 23 possesses substantial legal and judicial experience in complex civil litigation, antitrust law, and\n 24 alternative dispute resolution. The Court is satisfied that the Mediator is well qualified to serve in\n 25 this capacity.\n 26 3. Scope of Mediation. The Mediator may conduct mediation proceedings with respect\n 27 to all claims and defenses asserted in this action, including, but not limited to, the antitrust claims\n 28\n\f Case 4:24-cv-04722-YGR Document 606 Filed 07/01/26 Page 2 of 5\n\n\n\n\n 1 contained in the pleadings; any other claims, counterclaims, cross-claims, or third-party claims that\n 2 have been or may be filed; and all claims that have not reached Final Judgment.\n 3 4. Terms of Engagement. The parties are DIRECTED to contact the Mediator directly at\n 4 Proctor Resolutions LLC, 501 Riverchase Parkway E., Suite 100, Birmingham, AL 35244,\n 5 (659) 273-8509, dave_proctor@proctorresolutions.com and in good faith agree on the terms of\n 6 engagement governing the mediation. Such terms SHALL include, without limitation:\n 7 (a) scheduling and determining the format of mediation sessions;\n 8 (b) confidentiality agreements and any other procedural ground rules needed for the\n 9 mediation;\n 10 (c) exchanging of pre-mediation submissions and position statements;\n 11 (d) conducting of pre-mediation sessions and mediation sessions with some or all\n 12 parties;\nNorthern District of California\n United States District Court\n\n\n\n\n 13 (e) the compensation and expense reimbursement of the Mediator and the allocation of\n 14 the Mediator\u2019s fees and costs among the parties; and\n 15 (f) any other matters the Mediator or the parties deem appropriate.\n 16 5. Good Faith Participation. All parties and their counsel are required to participate in\n 17 the mediation process in good faith. Each party shall ensure that representatives with full settlement\n 18 authority are present at all mediation sessions, unless otherwise agreed by the parties and the\n 19 Mediator.\n 20 6. Confidentiality. All communications, submissions, and proceedings in connection\n 21 with the mediation shall be confidential and privileged to the fullest extent permitted by applicable\n 22 law, including Federal Rule of Evidence 408. The Mediator shall not be called as a witness in this\n 23 or any other proceeding with respect to matters disclosed in the course of the mediation.\n 24 7. Reporting. Within fourteen (14) days of the conclusion of the mediation, the\n 25 Mediator SHALL file with the Court a brief report indicating only whether the mediation was\n 26 conducted and whether the matter was resolved, without disclosing the substance of any mediation\n 27 communications.\n 28\n\n\n\n 2\n\f Case 4:24-cv-04722-YGR Document 606 Filed 07/01/26 Page 3 of 5\n\n\n\n\n 1\n\n 2 II. CONDITIONAL APPOINTMENT AS SPECIAL MASTER \u2013 LITIGATION\n PLANNING\n 3\n\n 4 8. Conditional Appointment as Special Master. In the event that mediation efforts are\n\n 5 unsuccessful, R. David Proctor is hereby CONDITIONALLY APPOINTED as Special Master, pursuant\n\n 6 to Federal Rule of Civil Procedure 53, to assist the Court and the parties with early pretrial litigation\n\n 7 management, and particularly focusing on the antitrust claims asserted in this case.\n\n 8 9. Affidavit. Proctor SHALL promptly file a Rule 53 affidavit indicating that he has no\n\n 9 conflicts and may proceed as a Special Master in this litigation if that need arises.\n\n 10 10. Consultation Regarding Pleadings and Litigation Plan. Upon written notice to the\n\n 11 Court from the Special Master that mediation has been unsuccessful, the parties SHALL promptly\n\n 12 consult with Proctor concerning:\nNorthern District of California\n\n\n\n\n (a) Status of the Pleadings. The parties will advise the Special Master of the status of all\n United States District Court\n\n\n\n\n 13\n\n 14 pleadings, including whether any motions to dismiss, motions to amend, or other\n\n 15 preliminary motions are pending or anticipated. The Special Master is authorized to\n\n 16 review the pleadings and submit recommendations to the parties, and if necessary to\n\n 17 the Court, concerning the parties\u2019 sufficiency and readiness for the commencement of\n\n 18 motion practice and the early stages of litigation.\n\n 19 (b) Development of an Efficient Early Litigation Plan. The parties SHALL work with the\n\n 20 Special Master to develop a comprehensive initial litigation plan designed to ensure\n\n 21 that this action begins efficiently and economically. The plan will specifically address\n\n 22 the antitrust claims in the case and will include:\n\n 23 (i) identification of the core antitrust theories of liability and the principal\n\n 24 defenses, and a plan for efficient briefing of the key dispositive and other legal\n\n 25 issues;\n\n 26 (ii) early identification of the core decisional questions that will ultimately\n\n 27 determine the outcome of this action;\n\n 28 (iii) early identification of any facts and issues amendable to stipulation;\n\n\n\n 3\n\f Case 4:24-cv-04722-YGR Document 606 Filed 07/01/26 Page 4 of 5\n\n\n\n\n 1 (iv) early identification of discrete legal or factual issues amenable to resolution\n 2 on initial dispositive motions, other pretrial motions, or other Court rulings so\n 3 as to narrow the issues, including:\n 4 \u2022 electronic discovery protocols and preservation obligations;\n 5 \u2022 any protective order or confidentiality designations appropriate to\n 6 govern the production of competitively sensitive materials; and\n 7 \u2022 sequencing of the initial case management activities to suggest to the\n 8 Court a preliminary case-management road map; and\n 9 (v) any other early case management matters the parties and the Special Master\n 10 determine would aid the Court in establishing a framework for early case\n 11 management.\n 12 11. Rule 16 Scheduling Order. Following the parties\u2019 consultations with the Special\nNorthern District of California\n United States District Court\n\n\n\n\n 13 Master pursuant to Paragraph 10, the Special Master SHALL assist the parties in drafting a proposed\n 14 Rule 16 Scheduling and Case Management Order for submission to the Court. Such proposed order\n 15 SHALL:\n 16 (a) incorporate the early litigation plan items identified in paragraph 10(a);\n 17 (b) outline a briefing schedule for early dispositive motions, to be set no earlier than the\n 18 dates proposed by the parties at Dkt. No. 603; and\n 19 (b) identify the key issues the parties should focus on in dispositive motion briefing.\n 20 12. Submissions to the Court. The Special Master SHALL file recommendations, proposed\n 21 orders, and other materials with the Court, which will be subject to Court review in accordance with\n 22 Federal Rule of Civil Procedure 53(f). Absent an agreement among the parties otherwise, the parties\n 23 will have the opportunity to file objections or otherwise state their positions on any such\n 24 recommendations, proposed orders, or other material.\n 25 13. Cooperation of the Parties. The parties and their counsel SHALL cooperate fully with\n 26 the Special Master and comply with all reasonable requests for information, submissions, and\n 27 participation in proceedings conducted by the Special Master. Failure to cooperate may be reported\n 28 to the Court.\n\n\n 4\n\f Case 4:24-cv-04722-YGR Document 606 Filed 07/01/26 Page 5 of 5\n\n\n\n\n 1 14. Terms and Conditions of Special Master Service. If appointment becomes necessary,\n 2 the terms, and conditions of the Special Master\u2019s engagement as described in Part II of this Order\n 3 will be set forth in a separate order, consistent with Federal Rule of Civil Procedure 53(g).\n 4 This Order terminates Docket No. 603.\n 5 IT IS SO ORDERED.\n 6\n\n 7 Date: July 1, 2026 _______________________________________\n YVONNE GONZALEZ ROGERS\n 8 CHIEF UNITED STATES DISTRICT JUDGE\n 9\n\n 10\n\n 11\n\n 12\nNorthern District of California\n United States District Court\n\n\n\n\n 13\n\n 14\n\n 15\n\n 16\n\n 17\n\n 18\n\n 19\n\n 20\n\n 21\n\n 22\n\n 23\n\n 24\n\n 25\n\n 26\n\n 27\n\n 28\n\n\n\n 5\n\f","ocr_status":2,"date_upload":"2026-07-01T19:12:24.410685-07:00","document_number":"606","attachment_number":null,"pacer_doc_id":"035027332156","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Order on Stipulation","acms_document_guid":""}],"date_created":"2026-07-01T18:33:35.668629-07:00","date_modified":"2026-08-03T07:28:23.522569-07:00","date_filed":"2026-07-01","time_filed":"18:08:29","entry_number":606,"recap_sequence_number":"2026-07-01.001","pacer_sequence_number":3449,"description":"ORDER APPOINTING MEDIATOR AND CONDITIONALLY APPOINTING SPECIAL MASTER by Judge Yvonne Gonzalez Rogers Terminating 603 Stipulation. (eac, COURT STAFF) (Filed on 7/1/2026) (Entered: 07/01/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/469342121/","id":469342121,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69013420/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/484674638/","id":484674638,"tags":[],"absolute_url":"/docket/69013420/605/musk-v-altman/","date_created":"2026-06-30T16:35:00.739227-07:00","date_modified":"2026-07-01T03:33:57.790736-07:00","sha1":"3325ef605ffedde187ebae233a8d805149efd159","page_count":7,"file_size":126485,"filepath_local":"recap/gov.uscourts.cand.433688/gov.uscourts.cand.433688.605.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cand.433688/gov.uscourts.cand.433688.605.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 4:24-cv-04722-YGR Document 605 Filed 06/30/26 Page 1 of 7\n\n\n\n\n 1 MARC TOBEROFF (CA SBN 188547)\n MToberoff@toberoffandassociates.com\n 2 TOBEROFF & ASSOCIATES, P.C.\n 23823 Malibu Road, Suite 50-363\n 3 Malibu, CA 90265\n Telephone: (310) 246-3333\n 4\n STEVEN F. MOLO (pro hac vice)\n 5 ROBERT K. KRY (pro hac vice)\n JENNIFER M. SCHUBERT (pro hac vice)\n 6 MOLOLAMKEN LLP\n 430 Park Avenue\n 7 New York, NY 10022\n Telephone: (212) 607-8160\n 8\n Attorneys for Plaintiffs Elon Musk\n 9 and X.AI Corp.\n\n10 (Additional counsel listed on the next page)\n\n11 UNITED STATES DISTRICT COURT\n12 NORTHERN DISTRICT OF CALIFORNIA\n13 OAKLAND DIVISION\n14 ELON MUSK, et al., Case No. 4:24-cv-04722-YGR\n15 Plaintiffs, JOINT STIPULATION AND PROPOSED\n ORDER REGARDING ANSWER\n16 v.\n17 SAMUEL ALTMAN, et al.,\n\n18 Defendants.\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\n28\n\n JOINT STIPULATION AND PROPOSED ORDER REGARDING ANSWER\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 605 Filed 06/30/26 Page 2 of 7\n\n\n\n\n 1 JORDAN ETH (CA SBN 121617) RUSSELL P. COHEN (SBN 213105)\n JEth@mofo.com Russ.cohen@dechert.com\n 2 WILLIAM FRENTZEN (CA SBN 343918) HOWARD M. ULLMAN (SBN 206760)\n WFrentzen@mofo.com Howard.ullman@dechert.com\n 3 DAVID J. WIENER (CA SBN 291659) DECHERT LLP\n DWiener@mofo.com 45 Fremont Street, 26th Floor\n 4 MORRISON & FOERSTER LLP San Francisco, CA 94105\n 425 Market Street Telephone: (415) 262-4500\n 5 San Francisco, CA 94105 Facsimile: (415) 262-4555\n Telephone: (415) 268-7000\n 6 Facsimile: (415) 268-7522 NISHA PATEL (SBN 281628)\n Nisha.patelgupta@dechert.com\n 7 WILLIAM SAVITT (pro hac vice) DECHERT LLP\n WDSavitt@wlrk.com 633 West 5th Street, Suite 4900\n 8 BRADLEY R. WILSON (pro hac vice) Los Angeles, CA 90071\n BRWilson@wlrk.com Telephone: (213) 808-5700\n 9 SARAH K. EDDY (pro hac vice) Facsimile: (213) 808-5760\n SKEddy@wlrk.com\n10 STEVEN WINTER (pro hac vice) ANDREW J. LEVANDER (pro hac vice)\n SWinter@wlrk.com Andrew.levander@dechert.com\n11 NATHANIEL CULLERTON (pro hac vice) DECHERT LLP\n NDCullerton@wlrk.com Three Bryant Park\n12 WACHTELL, LIPTON, ROSEN & KATZ 1095 Avenue of the Americas\n 51 West 52nd Street New York, NY 10036\n13 New York, NY 10019 Telephone: (212) 698-3500\n Telephone: (212) 403-1000 Facsimile: (212) 698-3599\n14 Facsimile: (212) 403-2000\n JAY JURATA (pro hac vice)\n15 Attorneys for the OpenAI Defendants Jay.jurata@dechert.com\n DECHERT LLP\n16 1900 K Street, N.W.\n Washington, DC 20006\n17 Telephone: (202) 261-3300\n Facsimile: (202) 261-3333\n18\n Attorneys for Defendant Microsoft\n19 Corporation\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\n28\n\n JOINT STIPULATION AND PROPOSED ORDER REGARDING ANSWER\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 605 Filed 06/30/26 Page 3 of 7\n\n\n\n\n 1 Plaintiffs Elon Musk and X.AI Corp. (\u201cPlaintiffs\u201d); Defendants Samuel Altman, Gregory\n 2 Brockman, OpenAI, Inc., OpenAI L.P., OpenAI, L.L.C., OpenAI GP, L.L.C., OpenAI OpCo, LLC,\n\n 3 OpenAI Global, LLC, OAI Corporation, LLC, OpenAI Holdings, LLC, OpenAI Startup Fund\n\n 4 Management, LLC, OpenAI Startup Fund GP I, L.L.C., OpenAI Startup Fund I, L.P., OpenAI\n\n 5 Startup Fund SPV GP I, L.L.C., OpenAI Startup Fund SPV GP II, L.L.C., OpenAI Startup Fund\n\n 6 SPV GP III, L.L.C., OpenAI Startup Fund SPV GP IV, L.L.C., OpenAI Startup Fund SPV I, L.P.,\n\n 7 OpenAI Startup Fund SPV II, L.P., OpenAI Startup Fund SPV III, L.P., OpenAI Startup Fund SPV\n\n 8 IV, L.P., Aestas Management Company, LLC, and Aestas, LLC (collectively, the \u201cOpenAI\n\n 9 Defendants\u201d); and Defendant Microsoft Corporation (together with the OpenAI Defendants,\n\n10 \u201cDefendants,\u201d and collectively with Plaintiff and the OpenAI Defendants, the \u201cParties\u201d), hereby\n\n11 stipulate as follows:\n\n12 WHEREAS, on June 10, 2026, the Court entered its Order for Joint Briefing Schedule Re:\n13 Remaining Claims (Dkt. 602), directing the Parties to meet and confer regarding a briefing schedule\n\n14 for Plaintiffs\u2019 remaining claims and to submit the proposed schedule within fourteen days;\n\n15 WHEREAS, Plaintiffs\u2019 remaining claims are: Count VIII (Sherman Act \u00a7 1), Count IX\n16 (Sherman Act \u00a7 2), Count X (Cartwright Act \u00a7 16720), Count XI (Unfair Practices Act), Count XII\n\n17 (Clayton Act \u00a7 3), Count XIII (Cartwright Act \u00a7 16727), Count XIV (Clayton Act \u00a7 7), Count XVI\n\n18 (UCL \u00a7 17200), and Count XVII (Lanham Act);\n\n19 WHEREAS, on June 24, 2026, the Parties filed a Joint Stipulation and Proposed Order\n20 Regarding Briefing Schedule for Plaintiffs\u2019 Remaining Claims (Dkt. 603) under which the OpenAI\n\n21 Defendants and Microsoft shall each file a supplemental opening brief addressing Plaintiffs\u2019\n\n22 remaining claims by August 10, 2026; Plaintiffs shall file supplemental opposition briefs, or a\n\n23 combined brief, responding to each supplemental opening brief by September 24, 2026; and the\n\n24 OpenAI Defendants and Microsoft shall each file a supplemental reply brief by October 26, 2026;\n\n25 WHEREAS, the foregoing briefing stipulation remains pending for entry before the Court;\n26 WHEREAS, on August 12, 2025, the Court denied Plaintiffs\u2019 motion to dismiss the\n27 counterclaims asserted by OpenAI, Inc., OpenAI OpCo, LLC, and OpenAI Global, LLC (Dkt. 228);\n\n28 and\n\n JOINT STIPULATION AND PROPOSED ORDER REGARDING ANSWER\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 605 Filed 06/30/26 Page 4 of 7\n\n\n\n\n 1 WHEREAS, Plaintiffs have not yet served their answer to the counterclaims, which had been\n\n 2 stayed for resolution in Phase II;\n\n 3 NOW, THEREFORE, the Parties stipulate that Plaintiffs shall file their answer to the\n\n 4 counterclaims on or before August 10, 2026.\n\n 5\n\n 6\n\n 7\n\n 8\n\n 9\n\n10\n\n11\n\n12\n\n13\n\n14\n\n15\n\n16\n\n17\n\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\n28\n 2\n JOINT STIPULATION AND PROPOSED ORDER REGARDING ANSWER\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 605 Filed 06/30/26 Page 5 of 7\n\n\n\n\n 1 Dated: June 30, 2026 MOLOLAMKEN LLP\n\n 2\n By: /s/ Robert K. Kry\n 3 Robert K. Kry (pro hac vice)\n\n 4 Attorneys for Plaintiffs Elon Musk\n and X.AI Corp.\n 5\n\n 6 Dated: June 30, 2026 MORRISON & FOERSTER LLP\n\n 7\n By: /s/ William Frentzen\n 8 William Frentzen (SBN 343918)\n\n 9 Attorneys for the OpenAI Defendants\n\n10\n\n11 Dated: June 30, 2026 DECHERT LLP\n\n12\n By: /s/ Russell P. Cohen\n13 Russell P. Cohen (SBN 213105)\n14 Attorneys for Defendant Microsoft\n Corporation\n15\n\n16\n\n17\n\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\n28\n 3\n JOINT STIPULATION AND PROPOSED ORDER REGARDING ANSWER\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 605 Filed 06/30/26 Page 6 of 7\n\n\n\n\n 1 SIGNATURE ATTESTATION\n\n 2 I hereby attest that the signatories listed above, on whose behalf this Stipulation is submitted,\n\n 3 concur in the filing\u2019s content and have authorized the filing.\n\n 4\n\n 5 Dated: June 30, 2026 /s/ Robert K. Kry\n Robert K. Kry (pro hac vice)\n 6\n\n 7\n\n 8\n\n 9\n\n10\n\n11\n\n12\n\n13\n\n14\n\n15\n\n16\n\n17\n\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\n28\n\n JOINT STIPULATION AND PROPOSED ORDER REGARDING ANSWER\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 605 Filed 06/30/26 Page 7 of 7\n\n\n\n\n 1 [PROPOSED] ORDER\n\n 2 GOOD CAUSE APPEARING, the Court hereby approves the foregoing Stipulation. It is\n\n 3 accordingly hereby ordered that Plaintiffs shall file their answer to the counterclaims on or before\n\n 4 August 10, 2026.\n\n 5\n\n 6 PURSUANT TO STIPULATION, IT IS SO ORDERED.\n\n 7\n\n 8 DATED:\n Hon. Yvonne Gonzalez Rogers\n 9 United States District Judge\n\n10\n\n11\n\n12\n\n13\n\n14\n\n15\n\n16\n\n17\n\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\n28\n\n JOINT STIPULATION AND PROPOSED ORDER REGARDING ANSWER\n CASE NO.: 4:24-CV-04722-YGR\n\f","ocr_status":2,"date_upload":"2026-06-30T18:21:27.491731-07:00","document_number":"605","attachment_number":null,"pacer_doc_id":"035027324797","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Stipulation and Proposed Order","acms_document_guid":""}],"date_created":"2026-06-30T16:35:00.712910-07:00","date_modified":"2026-08-03T07:28:23.474172-07:00","date_filed":"2026-06-30","time_filed":"16:03:29","entry_number":605,"recap_sequence_number":"2026-06-30.001","pacer_sequence_number":3447,"description":"STIPULATION WITH PROPOSED ORDER Regarding Answer filed by Elon Musk, X.AI Corp.. 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Entered by Judge Yvonne Gonzalez Rogers. (This is a text-only entry generated by the court. There is no document associated with this entry.) 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WIENER (CA SBN 291659)\n DWiener@mofo.com\n 4\n MORRISON & FOERSTER LLP\n 5 425 Market Street\n San Francisco, CA 94105\n 6 Telephone: (415) 268-7000\n\n 7 WILLIAM SAVITT (pro hac vice)\n WDSavitt@wlrk.com\n 8\n BRADLEY R. WILSON (pro hac vice)\n BRWilson@wlrk.com\n 9\n SARAH K. EDDY (pro hac vice)\n10 SKEddy@wlrk.com\n STEVEN WINTER (pro hac vice)\n11 SWinter@wlrk.com\n NATHANIEL CULLERTON (pro hac vice)\n12 NDCullerton@wlrk.com\n WACHTELL, LIPTON, ROSEN & KATZ\n13 51 West 52nd Street\n New York, NY 10019\n14\n Telephone: (212) 403-1000\n15\n Attorneys for the OpenAI Defendants\n16\n (Additional counsel listed on the next page)\n17\n\n18 UNITED STATES DISTRICT COURT\n19 NORTHERN DISTRICT OF CALIFORNIA\n20 OAKLAND DIVISION\n21 ELON MUSK, et al., Case No. 4:24-cv-04722-YGR\n22 Plaintiffs, JOINT STIPULATION AND [PROPOSED]\n ORDER REGARDING BRIEFING\n23 v. SCHEDULE FOR PLAINTIFFS\u2019\n REMAINING CLAIMS\n24 SAMUEL ALTMAN, et al.,\n\n25 Defendants.\n26\n\n27\n\n28\n\n JOINT STIP AND [PROPOSED] ORDER REGARDING BRIEFING SCHEDULE FOR REMAINING CLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 603 Filed 06/24/26 Page 2 of 6\n\n\n\n\n 1 MARC TOBEROFF (CA SBN 188547) RUSSELL P. COHEN (SBN 213105)\n MToberoff@toberoffandassociates.com Russ.cohen@dechert.com\n 2 TOBEROFF & ASSOCIATES, P.C. HOWARD M. ULLMAN (SBN 206760)\n 23823 Malibu Road, Suite 50-363 Howard.ullman@dechert.com\n 3 Malibu, CA 90265 DECHERT LLP\n Telephone: (310) 246-3333 45 Fremont Street, 26th Floor\n 4 San Francisco, CA 94105\n STEVEN F. MOLO (pro hac vice) Telephone: (415) 262-4500\n 5 ROBERT K. KRY (pro hac vice)\n JENNIFER M. SCHUBERT (pro hac vice) NISHA PATEL (SBN 281628)\n 6 MOLOLAMKEN LLP Nisha.patelgupta@dechert.com\n 430 Park Avenue DECHERT LLP\n 7 New York, NY 10022 633 West 5th Street, Suite 4900\n Telephone: (212) 607-8160 Los Angeles, CA 90071\n 8 Telephone: (213) 808-5700\n Attorneys for Plaintiffs Elon Musk\n 9 and X.AI Corp. JAY JURATA (pro hac vice)\n Jay.jurata@dechert.com\n10 DECHERT LLP\n 1900 K Street, N.W.\n11 Washington, DC 20006\n Telephone: (202) 261-3300\n12\n Attorneys for Defendant Microsoft\n13 Corporation\n\n14\n\n15\n\n16\n\n17\n\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\n28\n\n JOINT STIP AND [PROPOSED] ORDER REGARDING BRIEFING SCHEDULE FOR REMAINING CLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 603 Filed 06/24/26 Page 3 of 6\n\n\n\n\n 1 Plaintiffs Elon Musk and X.AI Corp. (\u201cPlaintiffs\u201d), Defendants Samuel Altman, Gregory\n\n 2 Brockman, OpenAI, Inc., OpenAI L.P., OpenAI, L.L.C., OpenAI GP, L.L.C., OpenAI OpCo, LLC,\n\n 3 OpenAI Global, LLC, OAI Corporation, LLC, OpenAI Holdings, LLC, OpenAI Startup Fund\n\n 4 Management, LLC, OpenAI Startup Fund GP I, L.L.C., OpenAI Startup Fund I, L.P., OpenAI\n\n 5 Startup Fund SPV GP I, L.L.C., OpenAI Startup Fund SPV GP II, L.L.C., OpenAI Startup Fund\n\n 6 SPV GP III, L.L.C., OpenAI Startup Fund SPV GP IV, L.L.C., OpenAI Startup Fund SPV I, L.P.,\n\n 7 OpenAI Startup Fund SPV II, L.P., OpenAI Startup Fund SPV III, L.P., OpenAI Startup Fund SPV\n\n 8 IV, L.P., Aestas Management Company, LLC, and Aestas LLC (the \u201cOpenAI Defendants\u201d), and\n\n 9 Defendant Microsoft Corporation (\u201cMicrosoft,\u201d and collectively with Plaintiffs and the OpenAI\n\n10 Defendants, the \u201cParties\u201d), hereby stipulate as follows:\n\n11 WHEREAS, on June 10, 2026, the Court entered its Order for Joint Briefing Schedule Re:\n\n12 Remaining Claims (Dkt. 602), directing the Parties to meet and confer regarding a briefing schedule\n\n13 for Plaintiffs\u2019 remaining claims and to submit the proposed schedule within fourteen days;\n\n14 WHEREAS, the Parties have met and conferred and agreed upon the following schedule;\n\n15 NOW, THEREFORE, subject to the Court\u2019s approval, the Parties stipulate and agree that:\n\n16 1. The OpenAI Defendants and Microsoft shall each file a supplemental opening brief\n\n17 addressing Plaintiffs\u2019 remaining claims by August 10, 2026.\n\n18 2. Plaintiffs shall file supplemental opposition briefs, or a combined brief, responding\n\n19 to each supplemental opening brief by September 24, 2026.\n\n20 3. The OpenAI Defendants and Microsoft shall each file a supplemental reply brief by\n\n21 October 26, 2026.\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\n28\n 1\n JOINT STIP AND [PROPOSED] ORDER REGARDING BRIEFING SCHEDULE FOR REMAINING CLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 603 Filed 06/24/26 Page 4 of 6\n\n\n\n\n 1 Dated: June 24, 2026 WACHTELL, LIPTON, ROSEN & KATZ\n\n 2\n By: /s/ William Savitt\n 3\n William Savitt (pro hac vice)\n 4\n\n 5 MORRISON & FOERSTER LLP\n 6\n By: /s/ Jordan Eth\n 7\n Jordan Eth (CA SBN 121617)\n 8\n Attorneys for the OpenAI Defendants\n 9\n\n10\n Dated: June 24, 2026 DECHERT LLP\n11\n\n12\n By: /s/ Russell P. Cohen\n13 Russell P. Cohen (CA SBN 213105)\n\n14 Attorneys for Defendant Microsoft\n Corporation\n15\n\n16\n\n17 Dated: June 24, 2026 MOLOLAMKEN LLP\n\n18\n\n19 By: /s/ Robert K. Kry\n Robert K. Kry (pro hac vice)\n20\n Attorneys for Plaintiffs Elon Musk and X.AI\n21 Corp.\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\n28\n\n JOINT STIP AND [PROPOSED] ORDER REGARDING BRIEFING SCHEDULE FOR REMAINING CLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 603 Filed 06/24/26 Page 5 of 6\n\n\n\n\n 1 SIGNATURE ATTESTATION\n\n 2 I hereby attest that the signatories listed above, on whose behalf this stipulation is submitted,\n\n 3 concur in the filing\u2019s content and have authorized the filing.\n\n 4\n\n 5 Dated: June 24, 2026 /s/ Jordan Eth\n Jordan Eth\n 6\n\n 7\n\n 8\n\n 9\n\n10\n\n11\n\n12\n\n13\n\n14\n\n15\n\n16\n\n17\n\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\n28\n\n JOINT STIP AND [PROPOSED] ORDER REGARDING BRIEFING SCHEDULE FOR REMAINING CLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 603 Filed 06/24/26 Page 6 of 6\n\n\n\n\n 1 [PROPOSED] ORDER\n\n 2 GOOD CAUSE APPEARING, the Court hereby approves the foregoing stipulation and\n\n 3 ORDERS that:\n\n 4 1. The OpenAI Defendants and Microsoft shall each file a supplemental opening brief\n\n 5 concerning Plaintiffs\u2019 remaining claims by August 10, 2026.\n\n 6 2. Plaintiffs shall file supplemental opposition briefs, or a combined brief, responding\n\n 7 to each supplemental opening brief by September 24, 2026.\n\n 8 3. The OpenAI Defendants and Microsoft shall each file a supplemental reply brief by\n\n 9 October 26, 2026.\n\n10\n\n11\n Dated: ________________________ _________________________________________\n12 The Hon. Yvonne Gonzalez Rogers\n13\n\n14\n\n15\n\n16\n\n17\n\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\n28\n\n JOINT STIP AND [PROPOSED] ORDER REGARDING BRIEFING SCHEDULE FOR REMAINING CLAIMS\n CASE NO.: 4:24-CV-04722-YGR\n\f","ocr_status":2,"date_upload":"2026-06-24T19:26:43.065967-07:00","document_number":"603","attachment_number":null,"pacer_doc_id":"035027297474","is_available":true,"is_free_on_pacer":null,"is_sealed":false,"document_type":1,"description":"Stipulation and Proposed Order","acms_document_guid":""}],"date_created":"2026-06-24T19:02:22.267269-07:00","date_modified":"2026-06-28T17:21:28.062796-07:00","date_filed":"2026-06-24","time_filed":"18:46:16","entry_number":603,"recap_sequence_number":"2026-06-24.001","pacer_sequence_number":3443,"description":"STIPULATION WITH PROPOSED ORDER Regarding Briefing Schedule for Plaintiffs' Remaining Claims filed by Aestas Management Company, LLC, Aestas, LLC, Samuel Altman, Gregory Brockman, OAI Corporation, LLC, OpenAI GP, L.L.C., OpenAI Global, LLC, OpenAI Holdings, LLC, OpenAI OpCo, LLC, OpenAI Startup Fund GP I, L.L.C., OpenAI Startup Fund I, L.P., OpenAI Startup Fund Management, LLC, OpenAI Startup Fund SPV GP I, L.L.C., OpenAI Startup Fund SPV GP II, L.L.C., OpenAI Startup Fund SPV GP III, L.L.C., OpenAI Startup Fund SPV GP IV, L.L.C., OpenAI Startup Fund SPV I, L.P., OpenAI Startup Fund SPV II, L.P., OpenAI Startup Fund SPV III, L.P., OpenAI Startup Fund SPV IV, L.P., OpenAI, Inc., OpenAI, L.L.C., OpenAI, L.P.. (Eth, Jordan) (Filed on 6/24/2026) (Entered: 06/24/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/467026315/","id":467026315,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69013420/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/482279366/","id":482279366,"tags":[],"absolute_url":"/docket/69013420/602/musk-v-altman/","date_created":"2026-06-10T15:35:00.839051-07:00","date_modified":"2026-06-26T06:28:40.858985-07:00","sha1":"3d28eb18b3eebbaa8311047cb4906dcc8ead7d90","page_count":1,"file_size":130707,"filepath_local":"recap/gov.uscourts.cand.433688/gov.uscourts.cand.433688.602.0_1.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cand.433688/gov.uscourts.cand.433688.602.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 4:24-cv-04722-YGR Document 602 Filed 06/10/26 Page 1 of 1\n\n\n\n\n 1\n\n 2\n\n 3\n\n 4 UNITED STATES DISTRICT COURT\n\n 5 NORTHERN DISTRICT OF CALIFORNIA\n\n 6\n ELON MUSK, ET AL.,\n 7 Case No. 24-cv-4722-YGR\n Plaintiffs,\n 8\n v. ORDER FOR JOINT BRIEFING SCHEDULE\n 9 RE: REMAINING CLAIMS\n SAMUEL ALTMAN, ET AL.,\n 10\n Defendants.\n 11\n\n 12 TO ALL PARTIES AND COUNSEL OF RECORD:\nNorthern District of California\n United States District Court\n\n\n\n\n 13 The Court understands that plaintiffs have opted not to file an amended complaint with\n\n 14 respect to the remaining causes of action. As this Court has mentioned, it has concerns regarding\n\n 15 the viability of these causes of action given the fierce competition in the AI field. Further, the\n\n 16 briefing on the remaining causes of action is inadequate.\n\n 17 Accordingly, the parties are ordered to meet and confer on a briefing schedule for the\n\n 18 remaining claims and submit the same within fourteen (14) days.\n\n 19 IT IS SO ORDERED.\n\n 20 Dated: June 10, 2026\n\n 21 ______________________________________\n YVONNE GONZALEZ ROGERS\n 22 UNITED STATES DISTRICT COURT JUDGE\n 23\n\n 24\n\n 25\n\n 26\n\n 27\n\n 28\n\f","ocr_status":2,"date_upload":"2026-06-10T16:02:54.505138-07:00","document_number":"602","attachment_number":null,"pacer_doc_id":"035027239534","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Order AND ~Util - Set Deadlines/Hearings","acms_document_guid":""}],"date_created":"2026-06-10T15:35:00.803625-07:00","date_modified":"2026-06-26T06:28:40.840100-07:00","date_filed":"2026-06-10","time_filed":"15:18:48","entry_number":602,"recap_sequence_number":"2026-06-10.001","pacer_sequence_number":3440,"description":"ORDER FOR JOINT BRIEFING SCHEDULERE: REMAINING CLAIMS. 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MOLO (pro hac vice)\n 5 ROBERT K. KRY (pro hac vice)\n JENNIFER M. SCHUBERT (pro hac vice)\n 6 MOLOLAMKEN LLP\n 430 Park Avenue\n 7 New York, NY 10022\n Telephone: (212) 607-8160\n 8\n Attorneys for Plaintiffs Elon Musk\n 9 and X.AI Corp.\n10 (Additional counsel listed on the next page)\n\n11 UNITED STATES DISTRICT COURT\n12 NORTHERN DISTRICT OF CALIFORNIA\n13 OAKLAND DIVISION\n14 ELON MUSK et al., Case No. 4:24-cv-04722-YGR\n JOINT SUBMISSION OF TRANSCRIPTS\n15 Plaintiffs, OF VIDEOS PRESENTED AT TRIAL\n16 v.\n\n17 SAMUEL ALTMAN et al.,\n\n18 Defendants.\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\n28\n\n JOINT SUBMISSION OF TRANSCRIPTS OF VIDEOS PRESENTED AT TRIAL\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 601 Filed 05/29/26 Page 2 of 5\n\n\n\n\n 1 JORDAN ETH (CA SBN 121617) RUSSELL P. COHEN (SBN 213105)\n JEth@mofo.com Russ.cohen@dechert.com\n 2 WILLIAM FRENTZEN (CA SBN 343918) HOWARD M. ULLMAN (SBN 206760)\n WFrentzen@mofo.com Howard.ullman@dechert.com\n 3 DAVID J. WIENER (CA SBN 291659) DECHERT LLP\n DWiener@mofo.com 45 Fremont Street, 26th Floor\n 4 MORRISON & FOERSTER LLP San Francisco, CA 94105\n 425 Market Street Telephone: (415) 262-4500\n 5 San Francisco, CA 94105 Facsimile: (415) 262-4555\n Telephone: (415) 268-7000\n 6 Facsimile: (415) 268-7522 NISHA PATEL (SBN 281628)\n Nisha.patelgupta@dechert.com\n 7 WILLIAM SAVITT (pro hac vice) DECHERT LLP\n WDSavitt@wlrk.com 633 West 5th Street, Suite 4900\n 8 BRADLEY R. WILSON (pro hac vice) Los Angeles, CA 90071\n BRWilson@wlrk.com Telephone: (213) 808-5700\n 9 SARAH K. EDDY (pro hac vice) Facsimile: (213) 808-5760\n SKEddy@wlrk.com\n10 STEVEN WINTER (pro hac vice) ANDREW J. LEVANDER (pro hac vice)\n SWinter@wlrk.com Andrew.levander@dechert.com\n11 NATHANIEL CULLERTON (pro hac vice) DECHERT LLP\n NDCullerton@wlrk.com Three Bryant Park\n12 WACHTELL, LIPTON, ROSEN & KATZ 1095 Avenue of the Americas\n 51 West 52nd Street New York, NY 10036\n13 New York, NY 10019 Telephone: (212) 698-3500\n Telephone: (212) 403-1000 Facsimile: (212) 698-3599\n14 Facsimile: (212) 403-2000\n JAY JURATA (pro hac vice)\n15 Attorneys for the OpenAI Defendants Jay.jurata@dechert.com\n DECHERT LLP\n16 1900 K Street, N.W.\n Washington, DC 20006\n17 Telephone: (202) 261-3300\n Facsimile: (202) 261-3333\n18\n Attorneys for Defendant Microsoft\n19 Corporation\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\n28\n\n JOINT SUBMISSION OF TRANSCRIPTS OF VIDEOS PRESENTED AT TRIAL\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 601 Filed 05/29/26 Page 3 of 5\n\n\n\n\n 1 Plaintiff Elon Musk; Defendants Samuel Altman, Gregory Brockman, OpenAI, Inc.,\n\n 2 OpenAI L.P., OpenAI, L.L.C., OpenAI GP, L.L.C., OpenAI OpCo, LLC, OpenAI Global, LLC,\n\n 3 OAI Corporation, LLC, OpenAI Holdings, LLC, OpenAI Startup Fund Management, LLC, OpenAI\n\n 4 Startup Fund GP I, L.L.C., OpenAI Startup Fund I, L.P., OpenAI Startup Fund SPV GP I, L.L.C.,\n\n 5 OpenAI Startup Fund SPV GP II, L.L.C., OpenAI Startup Fund SPV GP III, L.L.C., OpenAI Startup\n\n 6 Fund SPV GP IV, L.L.C., OpenAI Startup Fund SPV I, L.P., OpenAI Startup Fund SPV II, L.P.,\n\n 7 OpenAI Startup Fund SPV III, L.P., OpenAI Startup Fund SPV IV, L.P., Aestas Management\n\n 8 Company, LLC, and Aestas LLC (collectively, the \u201cOpenAI Defendants\u201d); and Defendant\n\n 9 Microsoft Corporation hereby submit the following transcripts of videos presented at trial.\n10 \u2022 Exhibit 1700 is a transcript of designations from the October 3, 2025 deposition of\n11 the OpenAI Defendants\u2019 Corporate Representatives Robert Wu and Nora Puckett\n12 that were presented at trial on May 5, 2026.\n13 \u2022 Exhibit 1701 is a transcript of designations from the November 2, 2025 deposition\n14 of Ermira Murati that were presented at trial on May 6, 2026, and the supplemental\n15 errata to that transcript.\n16 \u2022 Exhibit 1702 is a transcript of deposition designations from the October 8, 2025\n17 deposition of Helen Toner that were presented at trial on May 6 and May 7, 2026.\n18 \u2022 Exhibit 1703 is a transcript of designations from the September 30, 2025 deposition\n19 of Tasha McCauley that were presented at trial on May 7, 2026.\n20 \u2022 Exhibit 1704 is a transcript of designations from the September 8 and September 25,\n21 2025 depositions of Microsoft Corporation\u2019s Corporate Representative Michael\n22 Wetter that were presented at trial on May 7 and May 11, 2026, and the errata to that\n23 transcript.\n24 \u2022 Exhibit 1705 is a transcript of designations from the September 22, 2025 deposition\n25 of Sam Teller presented at trial on May 12, 2026.\n26 \u2022 Exhibit 1706 is a transcript of designations from the September 30, 2025 deposition\n27 of Tasha McCauley that were presented at trial on May 13, 2026.\n28 \u2022 Exhibit 1707 is a transcript of designations from the November 2, 2025 deposition\n 1\n JOINT SUBMISSION OF TRANSCRIPTS OF VIDEOS PRESENTED AT TRIAL\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 601 Filed 05/29/26 Page 4 of 5\n\n\n\n\n 1 of Ermira Murati that were presented at trial on May 13, 2026.\n\n 2 \u2022 Exhibit 1708 is a transcript of designations from the September 26, 2025 deposition\n 3 of Elon Musk, presented at trial on April 30, 2026.\n\n 4 \u2022 Exhibit 1709 is a transcript of excerpts of Lex Fridman Podcast #419 that were\n 5 presented at trial on May 12, 2026.\n\n 6\n\n 7\n\n 8 Dated: May 29, 2026 MOLOLAMKEN LLP\n\n 9\n By: /s/ Steven F. Molo\n10 Steven F. Molo (pro hac vice)\n\n11 Attorneys for Plaintiffs Elon Musk\n and X.AI Corp.\n12\n\n13\n Dated: May 29, 2026 WACHTELL, LIPTON, ROSEN & KATZ\n14\n\n15 By: /s/ William Savitt\n William Savitt (pro hac vice)\n16\n Attorneys for the OpenAI Defendants\n17\n\n18\n Dated: May 29, 2026 DECHERT LLP\n19\n\n20 By: /s/ Russell P. Cohen\n Russell P. Cohen (SBN 213105)\n21\n Attorneys for Defendant Microsoft\n22 Corporation\n\n23\n\n24\n\n25\n\n26\n\n27\n\n28\n 2\n JOINT SUBMISSION OF TRANSCRIPTS OF VIDEOS PRESENTED AT TRIAL\n CASE NO.: 4:24-CV-04722-YGR\n\f Case 4:24-cv-04722-YGR Document 601 Filed 05/29/26 Page 5 of 5\n\n\n\n\n 1 SIGNATURE ATTESTATION\n\n 2 Pursuant to Civil L.R. 5-1, I hereby attest that the signatories listed above, on whose behalf\n\n 3 this Joint Submission of Transcripts of Videos Presented at Trial is submitted, concur in the filing\u2019s\n\n 4 content and have authorized the filing.\n\n 5\n\n 6 Dated: May 29, 2026 /s/ Steven F. Molo\n Steven F. Molo (pro hac vice)\n 7\n\n 8\n\n 9\n10\n\n11\n\n12\n\n13\n\n14\n\n15\n\n16\n\n17\n\n18\n\n19\n\n20\n\n21\n\n22\n\n23\n\n24\n\n25\n\n26\n\n27\n\n28\n\n JOINT SUBMISSION OF TRANSCRIPTS OF VIDEOS PRESENTED AT TRIAL\n CASE NO.: 4:24-CV-04722-YGR\n\f","ocr_status":2,"date_upload":"2026-05-29T14:05:13.586656-07:00","document_number":"601","attachment_number":null,"pacer_doc_id":"035027190057","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Admitted Exhibits","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/480905844/","id":480905844,"tags":[],"absolute_url":"/docket/69013420/601/1/musk-v-altman/","date_created":"2026-05-29T14:04:41.198430-07:00","date_modified":"2026-05-30T05:37:32.391467-07:00","sha1":"03f970274911373c853b9299fdf28952ea1dc544","page_count":17,"file_size":652792,"filepath_local":"recap/gov.uscourts.cand.433688/gov.uscourts.cand.433688.601.1.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cand.433688/gov.uscourts.cand.433688.601.1.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 4:24-cv-04722-YGR Document 601-1 Filed 05/29/26 Page 1 of 17\n\n\n\nOpen AI 30(b)(6) Robert Wu FINAL\n United States District Court\nDesignation List Report Northern District of California\n\n\n\n\n \u03c0 PLAINTIFF \u03c0\n Case No. 4:24-CV-04722-YGR\n Case Title Musk et al. v. Altman et al.\n\n Exhibit No. 1700\n Date Entered\n Mark Busby, Clerk\n By: , Deputy Clerk\n\n WU, Robert 2025-10-03\n\n\n\n Plainti\ufb00 A\ufb00irmative 00:24:19\n OAI Counters to Musk A\ufb00 00:08:37\n TOTAL RUN TIME 00:32:56\n\n\n\n Documents linked to video:\n 16\n 53\n 54\n 55\n 200\n 201\n 202\n 203\n 204\n 206\n 207\n 211\n 212\n\n\n\n\n ID: DL5A\n 2026-05-04\n\f Case 4:24-cv-04722-YGR Document 601-1 Filed 05/29/26 Page 2 of 17\n DL5A - Open AI 30(b)(6) Robert Wu FINAL\nDESIGNATION SOURCE DURATION ID\n\n 11:17 - 11:18 WU, Robert 2025-10-03 00:00:05 DL5A.1\n 11:17 The deponent is Robert Wu as a 30(b)(6)\n 11:18 witness for OpenAI Incorporated.\n 20:25 - 20:25 WU, Robert 2025-10-03 00:00:03 DL5A.2\n 20:25 I'd like to mark Exhibit 2.\n 21:03 - 21:09 WU, Robert 2025-10-03 00:00:18 DL5A.3\n 21:03 Q. Mr. Wu, have you seen this document\n 16.2 21:04 before?\n 21:05 A. I have reviewed this document, yes.\n 21:06 Q. What is it?\n 21:07 A. This is the Delaware certificate of\n 21:08 incorporation for OpenAI, Inc., filed in\n 21:09 December 2015.\n 21:24 - 22:11 WU, Robert 2025-10-03 00:00:35 DL5A.4\n 21:24 Looking at the third article here, about\n 16.2.1 21:25 the second sentence, this says:\n 22:01 [As Read] The specific purpose of\n 22:02 this corporation is to provide funding for\n 22:03 research, development, and distribution of\n 22:04 technology related to artificial\n 22:05 intelligence. The resulting technology\n 22:06 will benefit the public and the\n 22:07 corporation will seek to open source\n 22:08 technology for the public benefit when\n 22:09 applicable. The corporation is not\n 22:10 organized for the private gain of any\n 22:11 person.\n 22:23 - 22:24 WU, Robert 2025-10-03 00:00:04 DL5A.5\n Clear 22:23 Q. Does this language accurately state\n 22:24 OpenAI's mission?\n 23:01 - 23:04 WU, Robert 2025-10-03 00:00:09 DL5A.6\n 23:01 THE WITNESS: The language in the\n 23:02 certificate of incorporation does reflect what was\n 23:03 approved by the board, at that time, as the mission\n 23:04 reflecting in the Delaware charter.\n 23:06 - 23:09 WU, Robert 2025-10-03 00:00:17 DL5A.7\n 23:06 Q. Is that still OpenAI's mission today?\n 23:07 A. The exact language of the mission, as\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 2 / 17\n\f Case 4:24-cv-04722-YGR Document 601-1 Filed 05/29/26 Page 3 of 17\n DL5A - Open AI 30(b)(6) Robert Wu FINAL\nDESIGNATION SOURCE DURATION ID\n 23:08 stated in the Delaware charter, has changed over\n 23:09 time. The core mission has not.\n 86:03 - 86:04 WU, Robert 2025-10-03 00:00:05 DL5A.17\n 86:03 Okay. So this will be marked as\n 200.1 86:04 Exhibit 14, please.\n 86:08 - 86:11 WU, Robert 2025-10-03 00:00:17 DL5A.18\n 86:08 This document is dated October 10th, 2018.\n 200.1.1 86:09 It is titled \"Limited Partnership Agreement of\n 86:10 OpenAI LP,\" and the beginning Bates stamp is\n 86:11 OPENAI_MUSK00013411.\n 86:13 - 86:15 WU, Robert 2025-10-03 00:00:09 DL5A.19\n 86:13 Q. Mr. Wu, is this OpenAI LP's original\n 86:14 limited partnership agreement?\n Clear 86:15 A. Yes.\n 86:16 - 86:20 WU, Robert 2025-10-03 00:00:18 DL5A.134\n 86:16 Q. Did OpenAI's board vote to approve this\n 86:17 agreement?\n 86:18 A. My understanding is, yes, they approved\n 86:19 this overall structure and, I believe, this\n 86:20 agreement.\n 87:13 - 87:13 WU, Robert 2025-10-03 00:00:02 DL5A.20\n 87:13 Q. What was the purpose of this agreement?\n 87:17 - 87:19 WU, Robert 2025-10-03 00:00:09 DL5A.21\n 87:17 THE WITNESS: My understanding is this was\n 87:18 the initial formation of the entity which would\n 87:19 become the for-profit subsidiary of OpenAI, Inc.\n101:08 - 101:21 WU, Robert 2025-10-03 00:00:50 DL5A.136\n 101:08 Q. The chart has an arrow that shows --\n 101:09 that -- it has an arrow coming from OpenAI, Inc.,\n 101:10 and the text over the arrow says \"assets.\"\n 101:11 Does that reflect that assets were\n 101:12 transferred from OpenAI, Inc., to OpenAI LP?\n 101:13 A. I can't speak to this specific chart\n 101:14 because this is the first time I've reviewed it.\n 101:15 But my -- if you're asking for my view, my -- I\n 101:16 would guess that this represents OpenAI, Inc.'s\n 101:17 contribution into OpenAI LP in exchange for an FCLP\n 101:18 interest or a limited partner interest in OpenAI LP.\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 3 / 17\n\f Case 4:24-cv-04722-YGR Document 601-1 Filed 05/29/26 Page 4 of 17\n DL5A - Open AI 30(b)(6) Robert Wu FINAL\nDESIGNATION SOURCE DURATION ID\n 101:19 Q. Okay.\n 101:20 And that is, in fact, what happened;\n 101:21 correct?\n101:23 - 102:03 WU, Robert 2025-10-03 00:00:21 DL5A.137\n 101:23 THE WITNESS: OpenAI, Inc., did contribute\n 101:24 certain assets in 2019 open -- into OpenAI LP, and\n 101:25 in exchange it received economic interest in OpenAI\n 102:01 LP, both through its first closed limited\n 102:02 partnership interest and what we refer to as the\n 102:03 \"residual interest.\"\n102:05 - 102:17 WU, Robert 2025-10-03 00:00:52 DL5A.28\n 102:05 Q. What assets did OpenAI, Inc., transfer to\n 102:06 OpenAI LP in 2019?\n 102:07 A. OpenAI, Inc., primarily contributed IP\n 102:08 into OpenAI LP in exchange for the FCLP interest in\n 102:09 residual, and, also, most employees, I believe, at\n 102:10 that time, had moved over into OpenAI LP at some\n 102:11 point in 2019.\n 102:12 Q. Which intellectual property did OpenAI,\n 102:13 Inc., transfer to OpenAI LP in 2019?\n 102:14 A. My understanding is that was substantially\n 102:15 all of the IP that was developed at the nonprofit at\n 102:16 that point in time was contributed down to OpenAI\n 102:17 LP.\n103:03 - 103:05 WU, Robert 2025-10-03 00:00:04 DL5A.138\n 103:03 Q. Okay.\n 103:04 What assets were le in OpenAI, Inc., if\n 103:05 any?\n103:08 - 103:12 WU, Robert 2025-10-03 00:00:17 DL5A.139\n 103:08 THE WITNESS: I don't remember -- or I\n 103:09 don't recall specifics. I think certain employees\n 103:10 remained at OpenAI, Inc. I think it retained\n 103:11 certain IP, including, for example, trademarks to\n 103:12 OpenAI and perhaps there were other assets.\n104:11 - 104:12 WU, Robert 2025-10-03 00:00:04 DL5A.31\n 104:11 Do you recall how many employees were le\n 104:12 with the nonprofit?\n104:13 - 104:15 WU, Robert 2025-10-03 00:00:12 DL5A.32\n 104:13 A. I don't recall specifics, but I believe\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 4 / 17\n\f Case 4:24-cv-04722-YGR Document 601-1 Filed 05/29/26 Page 5 of 17\n DL5A - Open AI 30(b)(6) Robert Wu FINAL\nDESIGNATION SOURCE DURATION ID\n 104:14 most of the researchers and the like had transferred\n 104:15 over to OpenAI LP.\n104:16 - 104:25 WU, Robert 2025-10-03 00:00:39 DL5A.140\n 104:16 Q. Do you know why some employees were le\n 104:17 in the nonprofit?\n 104:18 A. I don't want to speculate. There were, I\n 104:19 think -- there were activities at the nonprofit\n 104:20 level in terms of nonprofit activities, in terms of\n 104:21 initiatives and programs that they had in place that\n 104:22 may have been appropriate to stay at the nonprofit.\n 104:23 And I think there were also employees that had to\n 104:24 support administrative functions and operational\n 104:25 kind of activities there.\n105:21 - 105:24 WU, Robert 2025-10-03 00:00:12 DL5A.33\n 105:21 This is the document we looked at very\n 201.1.1 105:22 briefly earlier that's titled \"Amended and Restated\n 105:23 Limit Partnership Agreement of OpenAI LP.\" And it's\n 105:24 dated July 2nd, 2019.\n105:25 - 106:07 WU, Robert 2025-10-03 00:00:40 DL5A.34\n 105:25 Take a moment to look at this document, if\n 106:01 you'd like. And then will you tell me if this is,\n 106:02 in fact, the amended and restated limited\n 106:03 partnership agreement for OpenAI LP from July 2019.\n 106:04 A. Yes. Based on my review right here, it\n 106:05 appears to be the amended and restated limited\n Clear 106:06 partnership agreement of OpenAI LP dated July 2nd,\n 106:07 2019.\n106:08 - 106:12 WU, Robert 2025-10-03 00:00:14 DL5A.141\n 106:08 Q. Did OpenAI's board vote to approve this\n 106:09 agreement?\n 106:10 A. My understanding is, yes, the board did --\n 106:11 board of directors of OpenAI, Inc., did vote to\n 106:12 approve this agreement.\n106:19 - 106:20 WU, Robert 2025-10-03 00:00:06 DL5A.35\n 106:19 Q. What was the purpose of this amended and\n 106:20 restated limited partnership agreement?\n106:23 - 107:01 WU, Robert 2025-10-03 00:00:19 DL5A.36\n 106:23 THE WITNESS: My understanding is that\n 106:24 this was an amendment entered into around the time\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 5 / 17\n\f Case 4:24-cv-04722-YGR Document 601-1 Filed 05/29/26 Page 6 of 17\n DL5A - Open AI 30(b)(6) Robert Wu FINAL\nDESIGNATION SOURCE DURATION ID\n 106:25 of when Microso made its initial investment into\n 107:01 OpenAI LP.\n107:03 - 107:06 WU, Robert 2025-10-03 00:00:26 DL5A.142\n 201.74.1 107:03 Q. Turning to Schedule A, which begins on the\n 107:04 page with Bates stamp ending 60024, does this\n 107:05 schedule set out the limited partners's capital\n 107:06 commitments and target redemption amounts?\n107:09 - 107:11 WU, Robert 2025-10-03 00:00:09 DL5A.164\n 107:09 THE WITNESS: Based on my review right\n Clear 107:10 now, it does appear that this is a schedule of all\n 107:11 of the LPs in OpenAI LP.\n110:11 - 110:17 WU, Robert 2025-10-03 00:00:29 DL5A.37\n 201.74.1 110:11 Q. Finally, at the bottom of this page, there\n 110:12 is an entry for Microso Corporation. Microso\n 110:13 invested $1 billion and has a target redemption\n 110:14 amount of $20 billion.\n 110:15 Did OpenAI understand that Microso\n 110:16 decided to invest 1 billion in OpenAI because it\n 110:17 wanted access to OpenAI's intellectual property?\n110:20 - 110:25 WU, Robert 2025-10-03 00:00:20 DL5A.38\n 110:20 THE WITNESS: I can't speak to what the\n 110:21 negotiating teams at Microso or OpenAI were --\n 110:22 what was in their heads at that time. I will say\n 110:23 that the investment was part of an important\n Clear 110:24 partnership and there were deal terms that were\n 110:25 struck both at commercial and investment terms.\n111:25 - 112:02 WU, Robert 2025-10-03 00:00:10 DL5A.144\n 111:25 What did OpenAI's board do to evaluate\n 112:01 whether a 20X return was reasonable and fair to the\n 112:02 nonprofit?\n112:07 - 112:16 WU, Robert 2025-10-03 00:00:30 DL5A.145\n 112:07 THE WITNESS: Yeah, I won't speak to the\n 112:08 specifics. I would say my understanding is that the\n 112:09 board took into consideration, as always, what was\n 112:10 in the best interests of the mission. And in taking\n 112:11 into consideration all of that, kind of the need for\n 112:12 capital to purchase compute and attract talent,\n 112:13 ultimately took into e\ufb00ect -- into account all of\n 112:14 those considerations and made a determination that\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 6 / 17\n\f Case 4:24-cv-04722-YGR Document 601-1 Filed 05/29/26 Page 7 of 17\n DL5A - Open AI 30(b)(6) Robert Wu FINAL\nDESIGNATION SOURCE DURATION ID\n 112:15 this was a fair and -- fair deal that was in the\n 112:16 best interests of the mission.\n126:19 - 126:19 WU, Robert 2025-10-03 00:00:04 DL5A.158\n 126:19 ATTORNEY EYNON: I'll now mark Exhibit 17.\n126:23 - 127:05 WU, Robert 2025-10-03 00:00:41 DL5A.45\n 126:23 Q. Mr. Wu, along with the LP agreement that\n 202.1.2 126:24 we just looked at, did Microso also enter into a\n 126:25 joint development and collaboration agreement or a\n 127:01 JDCA with OpenAI in 2019?\n 127:02 A. Yes. They entered into a JDCA with both\n 127:03 OpenAI Inc. and OpenAI LP.\n 127:04 Q. Is Exhibit 17 a copy of that JDCA?\n Clear 127:05 A. Yes.\n127:13 - 127:15 WU, Robert 2025-10-03 00:00:13 DL5A.146\n 127:13 Q. Did OpenAI's board vote on the JDCA?\n 127:14 A. My understanding is, yes, the board\n 127:15 approved the JDCA and the LPA.\n129:04 - 129:05 WU, Robert 2025-10-03 00:00:09 DL5A.46\n 202.9.1 129:04 Q. Under this agreement, did OpenAI agree to\n 129:05 use Microso as its exclusive supplier of compute?\n129:07 - 129:11 WU, Robert 2025-10-03 00:00:17 DL5A.47\n 129:07 THE WITNESS: My understanding is that\n 129:08 there were commitments to use Azure and Microso\n 129:09 compute for certain things, including API. I can't\n Clear 129:10 speak to the specificity of exactly what the exact\n 129:11 terms of all of that exclusivity were.\n135:15 - 135:15 WU, Robert 2025-10-03 00:00:01 DL5A.159\n 135:15 And I will now mark Exhibit 18.\n135:21 - 136:06 WU, Robert 2025-10-03 00:00:53 DL5A.52\n 203.1 135:21 Mr. Wu, what is this document?\n 135:22 A. This appears to be the second amended and\n 203.1.1 135:23 restated limited partnership agreement of OpenAI LP.\n 135:24 Q. And what's the date on the document?\n 135:25 A. March 6th, 2021.\n 136:01 Q. Under this agreement, did Microso agree\n 136:02 to invest an additional $2 billion into OpenAI?\n 136:03 A. Yes. I believe this is the agreement\n 136:04 that -- or the amendment to the LP that was entered\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 7 / 17\n\f Case 4:24-cv-04722-YGR Document 601-1 Filed 05/29/26 Page 8 of 17\n DL5A - Open AI 30(b)(6) Robert Wu FINAL\nDESIGNATION SOURCE DURATION ID\n 136:05 into in connection with Microso 's investment in\n Clear 136:06 2021.\n136:07 - 136:10 WU, Robert 2025-10-03 00:00:12 DL5A.147\n 136:07 Q. Did the OpenAI board vote to approve this\n 136:08 deal?\n 136:09 A. I believe, yes, OpenAI's board -- OpenAI,\n 136:10 Inc.'s board voted to approve this deal.\n143:02 - 143:03 WU, Robert 2025-10-03 00:00:10 DL5A.160\n 143:02 ATTORNEY EYNON: Thank you. You can set\n 143:03 that aside. And I will now mark Exhibit 19.\n143:15 - 143:19 WU, Robert 2025-10-03 00:00:21 DL5A.62\n 204.1.1 143:15 Q. Mr. Wu, what is this document?\n 143:16 A. This appears to be the amended and\n 143:17 restated dra of the joint development and\n 143:18 collaboration agreement that was entered into\n 143:19 e\ufb00ective March 5th, 2021.\n143:22 - 143:24 WU, Robert 2025-10-03 00:00:09 DL5A.63\n 143:22 In connection with Microso 's -- did\n 143:23 Microso enter into this agreement in connection\n 143:24 with its additional $2 billion investment?\n144:01 - 144:04 WU, Robert 2025-10-03 00:00:14 DL5A.64\n 144:01 THE WITNESS: Microso did enter into\n 144:02 this amended and restated JDCA at around the same\n 144:03 time as it entered into the limited partnership\n 144:04 agreement on March 6th, 2021.\n170:21 - 170:21 WU, Robert 2025-10-03 00:00:03 DL5A.68\n 206.1.1 170:21 Mr. Wu, what is this document?\n170:22 - 170:24 WU, Robert 2025-10-03 00:00:13 DL5A.69\n 170:22 A. This appears to be the amended and\n 170:23 restated LLC agreement of OpenAI Global, LLC, dated\n 170:24 January 23rd, 2023.\n171:01 - 171:06 WU, Robert 2025-10-03 00:00:35 DL5A.151\n 171:01 Under this agreement, was the for-profit\n 171:02 entity in OpenAI's structure now an LLC?\n 171:03 A. I don't recall the exact timing of the\n 171:04 steps, but my understanding is that OpenAI Global,\n 171:05 which is an LLC, became the holding company for the\n 171:06 capped-profit subsidiary.\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 8 / 17\n\f Case 4:24-cv-04722-YGR Document 601-1 Filed 05/29/26 Page 9 of 17\n DL5A - Open AI 30(b)(6) Robert Wu FINAL\nDESIGNATION SOURCE DURATION ID\n172:05 - 172:07 WU, Robert 2025-10-03 00:00:07 DL5A.71\n 172:05 Does this schedule reflect that, at this\n 172:06 point, Microso had only contributed 1 billion of\n 172:07 that $2 billion commitment?\n172:08 - 172:18 WU, Robert 2025-10-03 00:00:45 DL5A.72\n 172:08 A. I believe that's correct, although there's\n 172:09 a footnote that says inclusive of funds in the\n 172:10 escrow account, which I think gets into a level of\n 172:11 detail I -- I'm not going to speak to at this point.\n 172:12 Q. Did Microso subsequently contribute\n 172:13 the -- the full $2 billion capital commitment?\n 172:14 A. My understanding is they have committed --\n 172:15 or contributed the full 2 billion. Although,\n 172:16 there's -- again, some of that is, I believe,\n 172:17 without getting into all of the technical details,\n 172:18 credit for compute spend and all of that.\n172:19 - 172:21 WU, Robert 2025-10-03 00:00:12 DL5A.73\n 206.85.2 172:19 Q. Under the -- the next entry in this\n 172:20 schedule reflects that Microso made a capital\n 172:21 commitment of $10 billion.\n172:22 - 172:24 WU, Robert 2025-10-03 00:00:10 DL5A.74\n 172:22 Is this a new -- under this agreement, had\n 172:23 Microso agreed to contribute an additional\n 172:24 $10 billion to OpenAI?\n172:25 - 173:09 WU, Robert 2025-10-03 00:00:36 DL5A.75\n 172:25 A. Under this agreement, Microso did make\n 173:01 an additional capital commitment of $10 billion.\n 173:02 Again, I think similar to prior -- prior versions of\n 173:03 this partnership, a portion of that was actual cash\n 173:04 contributed, and a portion of that was for compute.\n 173:05 Q. The target redemption amount for\n 173:06 Microso 's $10 billion investment is $60 billion.\n 173:07 That -- is that a six-times return on\n 173:08 investment?\n 173:09 A. Correct.\n173:10 - 173:12 WU, Robert 2025-10-03 00:00:08 DL5A.76\n 173:10 Q. What did the OpenAI board do to determine\n 173:11 whether that 6X return was reasonable and fair to\n 173:12 the nonprofit?\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 9 / 17\n\f Case 4:24-cv-04722-YGR Document 601-1 Filed 05/29/26 Page 10 of 17\n DL5A - Open AI 30(b)(6) Robert Wu FINAL\nDESIGNATION SOURCE DURATION ID\n173:14 - 173:25 WU, Robert 2025-10-03 00:00:46 DL5A.77\n 173:14 THE WITNESS: I think similar to prior\n 173:15 investments made by Microso and prior investments\n 173:16 made by other investors, the board took into\n 173:17 consideration, first and foremost, what was in the\n 173:18 best interests of the nonprofit's mission.\n 173:19 And then taking into consideration that,\n 173:20 the timing, the partnership with Microso ,\n 173:21 including the commercial agreement, and balancing\n 173:22 things like investability, made the determination\n 173:23 that a 6X return -- or a 6X target redemption amount\n 173:24 on capital committed was in the best interests of\n 173:25 the mission.\n174:02 - 174:08 WU, Robert 2025-10-03 00:00:27 DL5A.78\n 174:02 Q. Did the board do any quantitative analysis\n 174:03 to determine whether this 6X return was appropriate?\n 174:04 A. I -- I don't know.\n 174:05 Q. Did the board do any financial modeling to\n 174:06 determine whether the 6X return was appropriate?\n 174:07 A. I don't know about specific financial\n 174:08 modeling.\n174:09 - 174:17 WU, Robert 2025-10-03 00:00:26 DL5A.79\n 174:09 Q. Do you understand that your counsel agreed\n 174:10 that you would testify about OpenAI's fixed maximum\n 174:11 return and capped-profit structures, including the\n 174:12 process by which OpenAI determined the profit\n 174:13 maximums or caps for those structures?\n 174:14 A. I do.\n 174:15 Q. But you can't tell me whether the board\n 174:16 performed any quantitative analysis at all to\n 174:17 determine whether this -- this cap was appropriate?\n174:25 - 175:12 WU, Robert 2025-10-03 00:00:38 DL5A.80\n 174:25 THE WITNESS: Yeah.\n 175:01 I mean, I can speak to the board having\n 175:02 met with management and the team that was\n 175:03 negotiating this deal with Microso .\n 175:04 And they did review the terms, including\n 175:05 all of the terms beyond just the investment, as\n 175:06 well, taking into consideration the compute that was\n 175:07 necessary, talent, the state of the company and the\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 10 / 17\n\f Case 4:24-cv-04722-YGR Document 601-1 Filed 05/29/26 Page 11 of 17\n DL5A - Open AI 30(b)(6) Robert Wu FINAL\nDESIGNATION SOURCE DURATION ID\n 175:08 industry at that point, and made a determination\n 175:09 that this deal was fair and in the best interests of\n 175:10 the mission.\n 175:11 I can't speak to specific financial\n 175:12 modeling or analysis that was done.\n175:14 - 175:16 WU, Robert 2025-10-03 00:00:05 DL5A.81\n 175:14 Q. And you don't know whether any of that was\n 175:15 done?\n 175:16 A. I don't.\n176:08 - 176:20 WU, Robert 2025-10-03 00:00:36 DL5A.152\n 176:08 You don't know if it did any modeling to\n 176:09 determine whether it would have su\ufb00icient profits\n 176:10 to pay Microso back?\n 176:11 ATTORNEY WINTER: Objection.\n 176:12 THE WITNESS: My understanding is that the\n 176:13 board would've considered the state of the business\n 176:14 at that point, and I think that would've considered\n 176:15 the financials and the commercial operations of the\n 176:16 for-profit subsidiary and other operational and\n 176:17 financial metrics.\n 176:18 I'm not aware of the specific financial\n 176:19 analysis, and I probably can't speak to that level\n 176:20 of specificity.\n176:23 - 177:09 WU, Robert 2025-10-03 00:01:28 DL5A.84\n 176:23 Under this agreement, based on the target\n 176:24 redemption amounts in this schedule, how much would\n 176:25 the limited partners have to be paid before the\n 177:01 nonprofit received any residual proceeds?\n 177:02 A. Based on my kind of back-of-the-napkin\n 177:03 math here, appears that the total target redemption\n 177:04 amounts for all of the limited partners, including\n 177:05 the nonprofit and Microso , amounted to north of\n 177:06 250 billion.\n 177:07 And the residual, the nonprofit-specific\n 177:08 residual interest, would not be paid until those\n 177:09 target redemption amounts were paid out.\n180:02 - 180:07 WU, Robert 2025-10-03 00:00:28 DL5A.89\n 180:02 Q. And starting in 2025, do the target\n 206.21.1 180:03 redemption amounts for the limited partners increase\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 11 / 17\n\f Case 4:24-cv-04722-YGR Document 601-1 Filed 05/29/26 Page 12 of 17\n DL5A - Open AI 30(b)(6) Robert Wu FINAL\nDESIGNATION SOURCE DURATION ID\n 180:04 by 20 percent for each full fiscal year?\n 180:05 A. Correct. The target redemption amounts\n 180:06 increase, starting in 2025, for each full fiscal\n 180:07 year by 20 percent for the members.\n180:08 - 180:10 WU, Robert 2025-10-03 00:00:13 DL5A.90\n 180:08 Q. Did that apply to Microso 's target\n 180:09 redemption amounts?\n 180:10 A. It did.\n181:13 - 181:13 WU, Robert 2025-10-03 00:00:07 DL5A.161\n 207.1.1 181:13 And I would like to mark Exhibit 24.\n181:19 - 181:23 WU, Robert 2025-10-03 00:00:21 DL5A.91\n 181:19 Mr. Wu, what is this document?\n 181:20 A. This appears to be the second amended and\n 181:21 restated joint development and collaboration\n 181:22 agreement between OpenAI, Inc., OpenAI OpCo, and\n 181:23 Microso dated e\ufb00ective January 23, 2023.\n181:24 - 182:01 WU, Robert 2025-10-03 00:00:09 DL5A.92\n 181:24 Q. In connection with Microso 's $10 billion\n 181:25 investment, did OpenAI and Microso enter into this\n 182:01 further amendment to the JDCA?\n182:03 - 182:08 WU, Robert 2025-10-03 00:00:22 DL5A.93\n 182:03 THE WITNESS: My understanding is that\n 182:04 both the global -- or sorry -- the global amended\n 182:05 and restated LLC agreement of OpenAI Global and this\n 182:06 second amended and restated joint development and\n 182:07 collaboration agreement were entered into on the\n 182:08 same day.\n183:01 - 183:03 WU, Robert 2025-10-03 00:00:07 DL5A.94\n 183:01 Under this agreement, did OpenAI give\n 183:02 Microso a license to all of OpenAI's intellectual\n 183:03 property except AGI?\n183:05 - 183:10 WU, Robert 2025-10-03 00:00:30 DL5A.95\n 207.7.1 183:05 THE WITNESS: Based kind of on a review of\n 183:06 this definition of \"licensed IP\" and the definitions\n 183:07 of \"IP\" and \"technology\" in this agreement, it does\n 183:08 appear that OpenAI, Inc., OpCo, licensed all IP and\n 183:09 technology as defined in this agreement, excluding\n 183:10 only AGI.\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 12 / 17\n\f Case 4:24-cv-04722-YGR Document 601-1 Filed 05/29/26 Page 13 of 17\n DL5A - Open AI 30(b)(6) Robert Wu FINAL\nDESIGNATION SOURCE DURATION ID\n183:21 - 183:24 WU, Robert 2025-10-03 00:00:17 DL5A.96\n 183:21 Q. Does the -- does this agreement provide\n Clear 183:22 for a broader IP license than the intellectual\n 183:23 property license Microso had under the 2021 JDCA\n 183:24 that we reviewed?\n184:01 - 184:08 WU, Robert 2025-10-03 00:00:25 DL5A.97\n 184:01 THE WITNESS: I can't speak to the\n 184:02 specifics of the IP that was included. I think if\n 184:03 you look at the definition of licensed IP and\n 184:04 compare it to the definition of licensed IP in the\n 184:05 prior iteration of the JDCA, there are -- you know,\n 184:06 subject to kind of me understanding all of the\n 184:07 specific defined terms, it does appear that it is\n 184:08 broader.\n195:12 - 195:16 WU, Robert 2025-10-03 00:00:23 DL5A.101\n 195:12 Q. Does OpenAI, Inc., still have employees\n 195:13 today?\n 195:14 A. I don't believe it has any full-time\n 195:15 employees. It has a board of directors, and Sam is\n 195:16 the CEO.\n196:02 - 196:07 WU, Robert 2025-10-03 00:00:42 DL5A.153\n 196:02 Q. Do any entities besides -- well, which\n 196:03 entity employs the majority of OpenAI's employees?\n 196:04 A. I believe the -- the majority of employees\n 196:05 are employed by OpenAI OpCo LLC, OpenAI LLC, or\n 196:06 the -- in the case of international employees,\n 196:07 international subsidiaries underneath OpenAI.\n210:10 - 210:13 WU, Robert 2025-10-03 00:00:16 DL5A.104\n 210:10 Q. Was -- around this time in September 2024,\n 210:11 was OpenAI's board considering converting the\n 210:12 for-profit subsidiary into an uncapped for-profit\n 210:13 structure?\n210:15 - 211:08 WU, Robert 2025-10-03 00:01:16 DL5A.105\n 210:15 THE WITNESS: In September 2024 or around\n 210:16 that time, there were discussions with the board's\n 210:17 independent financial advisors and legal advisors on\n 210:18 potential structures and di\ufb00erent considerations to\n 210:19 put the for-profit entity in the best position to\n 210:20 kind of advance the mission, and that includes\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 13 / 17\n\f Case 4:24-cv-04722-YGR Document 601-1 Filed 05/29/26 Page 14 of 17\n DL5A - Open AI 30(b)(6) Robert Wu FINAL\nDESIGNATION SOURCE DURATION ID\n 210:21 putting itself in the best position to maintain\n 210:22 technical leadership, to attract investors again to\n 210:23 raise the capital needed to purchase compute and\n 210:24 attract talent and retain talent -- all while\n 210:25 ensuring that the mission and the governing\n 211:01 structure remained aligned with the mission.\n 211:02 And so one of those potential\n 211:03 considerations was converting the capital structure\n 211:04 of the for-profit subsidiary, which is an LLC, as\n 211:05 you know, into a more traditional corporate\n 211:06 structure that was not a bespoked capped profit\n 211:07 structure but more of a traditional stock\n 211:08 corporation.\n211:10 - 211:12 WU, Robert 2025-10-03 00:00:16 DL5A.106\n 211:10 Q. And was the new for-profit structure that\n 211:11 the board was considering a structure that would not\n 211:12 have any cap on its profits?\n211:14 - 211:19 WU, Robert 2025-10-03 00:00:25 DL5A.107\n 211:14 THE WITNESS: One of the considerations\n 211:15 was converting the LLC waterfall into a more\n 211:16 traditional corporate stock ownership capital\n 211:17 structure, and in that structure, stock that\n 211:18 investors, employees, or others hold would not be\n 211:19 subject to a particular cap on profit distributions.\n211:21 - 212:12 WU, Robert 2025-10-03 00:01:17 DL5A.156\n 211:21 Q. When did OpenAI's board first begin\n 211:22 considering a plan to convert the LLC entity into a\n 211:23 more traditional corporate stock structure?\n 211:24 A. I don't have the exact date on when this\n 211:25 was discussed, but as kind of mentioned -- excuse\n 212:01 me -- in April '24, or perhaps it was May '24, when\n 212:02 the mission and strategy committee was first formed,\n 212:03 one of the areas they worked with advisors on was\n 212:04 examining the structure and making sure that OpenAI,\n 212:05 as an enterprise, was best set up for success to\n 212:06 advance the mission.\n 212:07 I think through many meetings and the\n 212:08 course of many discussions with those advisors and\n 212:09 others, over time one of the options became under\n 212:10 consideration was converting that LLC for-profit\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 14 / 17\n\f Case 4:24-cv-04722-YGR Document 601-1 Filed 05/29/26 Page 15 of 17\n DL5A - Open AI 30(b)(6) Robert Wu FINAL\nDESIGNATION SOURCE DURATION ID\n 212:11 waterfall into a traditional corporate stock OpenAI\n 212:12 structure. I would say sometime in 2024.\n233:25 - 234:01 WU, Robert 2025-10-03 00:00:04 DL5A.162\n 211.1.1 233:25 ATTORNEY EYNON: I'd now like to show you\n 234:01 Exhibit 31.\n234:07 - 234:17 WU, Robert 2025-10-03 00:00:35 DL5A.112\n 234:07 Mr. Wu, did you review this document to\n 234:08 prepare for your deposition?\n 234:09 A. I did.\n 234:10 Q. What is it?\n 234:11 A. This is the watershed MOU entered into\n 234:12 between OpenAI and Microso laying out, at a high\n 234:13 level, the governance and capital structure for the\n 234:14 proposed recapitalization of the for-profit\n 234:15 subsidiary.\n 234:16 Q. Is it dated September 11th, 2025?\n 234:17 A. It is.\n242:23 - 242:23 WU, Robert 2025-10-03 00:00:06 DL5A.163\n 242:23 I'd now like to mark Exhibit 32.\n243:09 - 243:12 WU, Robert 2025-10-03 00:00:21 DL5A.113\n 243:09 Q. What is it?\n 212.1.1 243:10 A. This is, I believe, the term sheet -- the\n 243:11 nonbinding term sheet outlining the high-level key\n 243:12 terms for the Microso commercial relationship.\n243:13 - 243:15 WU, Robert 2025-10-03 00:00:23 DL5A.114\n 243:13 Q. When was this term sheet executed?\n 243:14 A. I believe it was executed on the same day\n 243:15 as the watershed MOU.\n243:17 - 243:24 WU, Robert 2025-10-03 00:00:45 DL5A.115\n 212.6.1 243:17 On page 6 of the document, there is a\n 243:18 Section 1, \"Licensed IP,\" which states:\n 243:19 [As Read] Licensed IP, A, the current\n 243:20 definition of licensed IP in the JDCA\n 243:21 remains unchanged except for the inclusion\n 243:22 of AGI and the exclusion of the following.\n 243:23 Then it lists a few things, among other\n 243:24 things, AGI research IP.\n244:17 - 245:05 WU, Robert 2025-10-03 00:01:04 DL5A.157\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 15 / 17\n\f Case 4:24-cv-04722-YGR Document 601-1 Filed 05/29/26 Page 16 of 17\n DL5A - Open AI 30(b)(6) Robert Wu FINAL\nDESIGNATION SOURCE DURATION ID\n Clear 244:17 Q. So under these new terms, would Microso DL5A.157\n 244:18 now have rights in OpenAI's intellectual property\n 244:19 even a er OpenAI achieves AGI?\n 244:20 ATTORNEY WINTER: Objection.\n 244:21 THE WITNESS: I believe under the current\n 244:22 proposed construct under the Argos 3 MOU is that\n 244:23 upon -- there are certain modifications upon a\n 244:24 determination of AGI in which Microso would not\n 244:25 receive certain intellectual property, including\n 245:01 those AGI research IP and the other kind of\n 245:02 categories listed here but would receive certain\n 245:03 product IP.\n 245:04 Subject to certain conditions, which I\n 245:05 can't get into the specifics on.\n245:07 - 245:09 WU, Robert 2025-10-03 00:00:12 DL5A.116\n 245:07 Q. Under this provision, was -- did -- will\n 245:08 Microso get new rights in OpenAI's post-AGI\n 245:09 intellectual property?\n245:11 - 245:15 WU, Robert 2025-10-03 00:00:21 DL5A.117\n 245:11 THE WITNESS: Under the current Argos 3\n 245:12 construct, Microso would receive, once there is a\n 245:13 determination that there is AGI through this\n 245:14 third-party panel, certain access to certain product\n 245:15 IP.\n276:23 - 276:25 WU, Robert 2025-10-03 00:00:13 DL5A.125\n 276:23 ATTORNEY EYNON: You can set that aside,\n 276:24 and I will show you what will be marked as\n 276:25 Exhibit 38.\n277:05 - 277:07 WU, Robert 2025-10-03 00:00:15 DL5A.126\n 277:05 Ms. Puckett, is this OpenAI's 2018\n 53.1 277:06 Form 990?\n 277:07 A. Yes. It appears to be.\n277:13 - 277:14 WU, Robert 2025-10-03 00:00:09 DL5A.127\n 54.1 277:13 Q. Thank you. You can set that aside, and I\n 277:14 will show you what will be marked as Exhibit 39.\n277:17 - 277:18 WU, Robert 2025-10-03 00:00:04 DL5A.128\n 55.1 277:17 ATTORNEY EYNON: Why don't we go ahead and\n 277:18 mark Exhibit 40 at the same time.\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 16 / 17\n\f Case 4:24-cv-04722-YGR Document 601-1 Filed 05/29/26 Page 17 of 17\n DL5A - Open AI 30(b)(6) Robert Wu FINAL\nDESIGNATION SOURCE DURATION ID\n277:22 - 278:01 WU, Robert 2025-10-03 00:00:27 DL5A.129\n 54.1 277:22 Q. Starting with Exhibit 39, this is a\n 277:23 document with beginning Bates stamp\n 277:24 OPENAI_MUSK-0005462.\n 277:25 Is this OpenAI, Inc.'s 2019 Form 990?\n 278:01 A. Yes. It appears to be.\n278:08 - 278:10 WU, Robert 2025-10-03 00:00:19 DL5A.130\n 55.1 278:08 Turning to Exhibit 40, is this document\n 278:09 OpenAI, Inc.'s 2020 Form 990?\n 278:10 A. Yes. It appears to be.\n\n\n\n Plainti\ufb00 A\ufb00irmative 00:24:19\n OAI Counters to Musk A\ufb00 00:08:37\n TOTAL RUN TIME 00:32:56\n\n\n\n Documents linked to video:\n 16\n 53\n 54\n 55\n 200\n 201\n 202\n 203\n 204\n 206\n 207\n 211\n 212\n\n\n\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 17 / 17\n\f","ocr_status":2,"date_upload":"2026-05-29T14:05:14.123689-07:00","document_number":"601","attachment_number":1,"pacer_doc_id":"035027190058","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit 1700","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/480905848/","id":480905848,"tags":[],"absolute_url":"/docket/69013420/601/2/musk-v-altman/","date_created":"2026-05-29T14:04:41.376207-07:00","date_modified":"2026-05-30T05:54:19.613143-07:00","sha1":"b8573fbc488e5b53bbc383b4288cd0923bc5bb98","page_count":28,"file_size":600721,"filepath_local":"recap/gov.uscourts.cand.433688/gov.uscourts.cand.433688.601.2.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cand.433688/gov.uscourts.cand.433688.601.2.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":"2026-05-29T14:05:14.594831-07:00","document_number":"601","attachment_number":2,"pacer_doc_id":"035027190059","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit 1701","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/480905849/","id":480905849,"tags":[],"absolute_url":"/docket/69013420/601/3/musk-v-altman/","date_created":"2026-05-29T14:04:41.400715-07:00","date_modified":"2026-05-30T05:44:45.961324-07:00","sha1":"ee64f14730597632dcb8d973d0eb4057fae16610","page_count":45,"file_size":752037,"filepath_local":"recap/gov.uscourts.cand.433688/gov.uscourts.cand.433688.601.3.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cand.433688/gov.uscourts.cand.433688.601.3.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 1 of 45\n United States District Court\n Northern District of California\n\n\n\n\n \u03c0 PLAINTIFF \u03c0\nHelen Toner All Case No. 4:24-CV-04722-YGR\n Case Title Musk et al. v. Altman et al.\n\n Exhibit No. 1702\nDesignation List Report Date Entered\n Mark Busby, Clerk\n By: , Deputy Clerk\n\n\n\n\n Toner, Helen 2025-10-08\n\n\n\n Plainti\ufb00 A\ufb00irmative 00:39:22\n OAI Counters to Musk A\ufb00 00:24:21\n Musk Counters to OAI Counter 00:05:18\n MSFT Counters to Musk A\ufb00 00:05:21\n TOTAL RUN TIME 01:14:22\n\n\n\n Documents linked to video:\n 301\n 304\n 1040\n 1046\n 1049_1\n\n\n\n\n ID: DL2\n 2026-05-06\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 2 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n\n 11:16 - 11:20 Toner, Helen 2025-10-08 00:00:09 DL2.226\n 11:16 This is being taken in the\n 11:17 matter of Elon Musk et al. versus Samuel\n 11:18 Altman et al.\n 11:19 The name of the deponent is\n 11:20 Helen Toner.\n 14:19 - 14:21 Toner, Helen 2025-10-08 00:00:07 DL2.2\n 14:19 Q. A er your college studies, did you\n 14:20 work for an organization called the Open\n 14:21 Philanthropy Project?\n 14:22 - 14:22 Toner, Helen 2025-10-08 00:00:01 DL2.3\n 14:22 A. Yes.\n 15:15 - 15:23 Toner, Helen 2025-10-08 00:00:33 DL2.5\n 15:15 Q. What -- what types of policy issues\n 15:16 does Open Philanthropy get involved in as they\n 15:17 relate to artificial intelligence?\n 15:18 A. Quite a range. Broadly, their\n 15:19 focus is largely on what they would call\n 15:20 catastrophic risks from artificial intelligence, as\n 15:21 part of a broader program of work on catastrophic\n 15:22 risks more generally. So their policy perspective\n 15:23 kind of flows from that focus.\n 18:07 - 18:10 Toner, Helen 2025-10-08 00:00:05 DL2.9\n 18:07 Q. Have you ever been associated with\n 18:08 the University of Oxford's Centre for the\n 18:09 Governance of AI?\n 18:10 A. Yes.\n 19:25 - 20:09 Toner, Helen 2025-10-08 00:00:36 DL2.10\n 19:25 Q. What is the nature of the work that\n 20:01 GovAI does?\n 20:02 A. They focus on questions relating to\n 20:03 how to govern AI. So understanding what kinds of\n 20:04 laws and regulations could help AI to go better for\n 20:05 the broad public interest. Understanding more sort\n 20:06 of so governance mechanisms, whether that's\n 20:07 voluntary, you know, company-driven mechanisms or\n 20:08 standards. Lots of things in that general\n 20:09 direction.\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 2 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 3 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n 22:03 - 22:06 Toner, Helen 2025-10-08 00:00:07 DL2.11\n 22:03 Q. In 2019, did you help set up\n 22:04 Georgetown's Center for Security and Emerging\n 22:05 Technology?\n 22:06 A. Yes.\n 24:04 - 24:10 Toner, Helen 2025-10-08 00:00:22 DL2.13\n 24:04 Q. What portion of your work for the\n 24:05 center relates to artificial intelligence?\n 24:06 A. Depending how you count, roughly,\n 24:07 all of it. These days my role is leading the whole\n 24:08 center, so a lot of my work is management\n 24:09 administrative. But, substantively, I would say\n 24:10 roughly all of my work relates to AI.\n 24:25 - 25:04 Toner, Helen 2025-10-08 00:00:12 DL2.14\n 24:25 Q. As a result of your educational and\n 25:01 professional work, do you consider yourself an\n 25:02 expert on artificial intelligence policy issues?\n 25:03 A. Inasmuch as anyone is an expert, I\n 25:04 would say yes.\n 38:11 - 39:01 Toner, Helen 2025-10-08 00:00:40 DL2.18\n 38:11 Q. As a board member of the OpenAI\n 38:12 nonprofit, what did you understand your\n 38:13 responsibilities to be?\n 38:14 A. To ensure the organization was\n 38:15 pursuing the mission previously described.\n 38:16 Q. And just because you were being\n 38:17 appropriately precise with the language, can you\n 38:18 remind us what that mission was, in your\n 38:19 understanding?\n 38:20 A. To ensure that artificial general\n 38:21 intelligence benefits all of humanity.\n 38:22 Q. To pursue that mission, did you\n 38:23 consider that you also had an obligation as a board\n 38:24 member to ensure that OpenAI was e\ufb00ectively\n 38:25 managing AI safety risks?\n 39:01 A. Yes.\n 39:24 - 40:02 Toner, Helen 2025-10-08 00:00:08 DL2.20\n 39:24 Q. You mentioned earlier that you\n 39:25 already knew when you joined OpenAI that the\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 3 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 4 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n 40:01 nonprofit also had a for-profit a\ufb00iliate?\n 40:02 A. Yes.\n 40:12 - 40:15 Toner, Helen 2025-10-08 00:00:12 DL2.21\n 40:12 Q. At the point in time you joined in\n 40:13 2021, was Microso already a principal investor in\n 40:14 that for-profit entity?\n 40:15 A. Yes.\n 42:08 - 43:23 Toner, Helen 2025-10-08 00:02:05 DL2.23\n 42:08 Q. While you were at OpenAI, did\n 42:09 OpenAI -- or, rather, had OpenAI and Microso set\n 42:10 up a joint safety board to review the safety of new\n 42:11 AI models for products that OpenAI was planning to\n 42:12 make public?\n 42:13 A. I don't recall exactly when that\n 42:14 got set up, whether it was before I joined or\n 42:15 therea er. But, yes, while I was on the board,\n 42:16 they had a -- I always heard it referred to as a\n 42:17 deployment safety board, or DSB.\n 42:18 Q. And to your knowledge, what\n 42:19 procedures did the deployment safety board follow\n 42:20 when evaluating whether to release a model or\n 42:21 product?\n 42:22 A. I believe that the procedures\n 42:23 changed during the course -- or, you know, evolved\n 42:24 during the course of my time on the board, because,\n 42:25 initially, it was brand-new, and they were\n 43:01 essentially making things up as they went along.\n 43:02 My understanding was that the DSB\n 43:03 had three members from Microso , three members\n 43:04 from OpenAI, and needed a majority vote -- well,\n 43:05 they made decisions about whether to deploy some\n 43:06 kinds of AI systems. They had some criteria for\n 43:07 which systems they should review.\n 43:08 I believe they would typically\n 43:09 review some materials regarding a given system\n 43:10 around whether it was safe to deploy or not and\n 43:11 then would take a vote on whether to approve the\n 43:12 deployment.\n 43:13 My understanding is, in the event\n 43:14 of a tie, the OpenAI members held sway.\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 4 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 5 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n 43:15 Q. Was Mr. Altman one of the three\n 43:16 OpenAI members on the deployment safety board?\n 43:17 A. I believe so, yes.\n 43:18 Q. And so if Mr. Altman and the three\n 43:19 Microso members voted in favor of deployment, the\n 43:20 product would be cleared for release even if the\n 43:21 other two OpenAI members dissented?\n 43:22 A. To the best of my understanding,\n 43:23 yes.\n 43:24 - 44:01 Toner, Helen 2025-10-08 00:00:12 DL2.24\n 43:24 Q. Did the practical ways in which the\n 43:25 deployment safety board carry out its\n 44:01 responsibilities evolve over time?\n 44:04 - 45:10 Toner, Helen 2025-10-08 00:01:50 DL2.25\n 44:04 THE WITNESS: I believe so.\n 44:05 BY MR. KRY:\n 44:06 Q. In what respects?\n 44:07 A. I am not that familiar with the\n 44:08 details. I think the board should have been more\n 44:09 familiar with the details.\n 44:10 My impression is that the processes\n 44:11 by which they produced and reviewed materials\n 44:12 relevant to their decisions got more mature over\n 44:13 time.\n 44:14 Q. What do you mean by \"mature\"?\n 44:15 A. I mean, building these AI systems\n 44:16 is not a science. It is -- some AI researchers\n 44:17 refer to it as more like alchemy than, like,\n 44:18 chemistry. So you throw some things together and\n 44:19 see what works.\n 44:20 And so if you're trying to\n 44:21 determine if a new model is safe, we don't actually\n 44:22 have any scientific standards or clear principled\n 44:23 ways to make that determination. And so, instead,\n 44:24 the companies building the models are making it up\n 44:25 as they go along, in terms of what risks should\n 45:01 they test for, how should they test for those\n 45:02 risks, what results -- what test results are\n 45:03 acceptable versus unacceptable.\n 45:04 And so my impression is that, over\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 5 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 6 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n 45:05 the time that the DSB existed -- perhaps it still\n 45:06 exists. I'm not sure. The approach that they use\n 45:07 to selecting what tests to run and evaluating the\n 45:08 test results became somewhat less slapdash. But,\n 45:09 again, I'm less familiar with the details than I\n 45:10 would have liked to be.\n 45:11 - 46:08 Toner, Helen 2025-10-08 00:01:04 DL2.26\n 45:11 Q. As a board member of the nonprofit,\n 45:12 did you rely on OpenAI's o\ufb00icers to provide you\n 45:13 with candid and complete information about OpenAI's\n 45:14 safety practices?\n 45:15 A. I would have liked to rely on them\n 45:16 for that.\n 45:17 In practice, I also had\n 45:18 relationships with some OpenAI sta\ufb00 who I would\n 45:19 have informal conversations with and sometimes\n 45:20 learn things from those informal conversations that\n 45:21 were not conveyed to us through o\ufb00icial channels.\n 45:22 Q. As a board member of the nonprofit,\n 45:23 did you feel that you should have been able to rely\n 45:24 on Mr. Altman to provide you with candid and\n 45:25 complete information about OpenAI's safety\n 46:01 practices?\n 46:02 A. Yes.\n 46:03 Q. And we'll get into specifics\n 46:04 momentarily.\n 46:05 But in general terms, did you feel\n 46:06 that Mr. Altman provided candid and complete\n 46:07 information to you about OpenAI's safety practices?\n 46:08 A. No.\n 48:06 - 48:08 Toner, Helen 2025-10-08 00:00:09 DL2.29\n 48:06 Q. What did Mr. Altman tell the board\n 48:07 about the approval status of those three products\n 48:08 by the -- by the deployment safety board?\n 48:11 - 49:04 Toner, Helen 2025-10-08 00:00:44 DL2.30\n 48:11 THE WITNESS: To the best of\n 48:12 my recollection, he either directly said or\n 48:13 strongly implied that all three types of\n 48:14 release had been approved by the DSB.\n 48:15 BY MR. KRY:\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 6 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 7 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n 48:16 Q. In what context did Mr. Altman\n 48:17 communicate that information?\n 48:18 A. At a in-person board meeting. We\n 48:19 called it an onsite. It was an all-day board\n 48:20 meeting at their o\ufb00ices.\n 48:21 Q. When did that board meeting occur?\n 48:22 A. To the best of my recollection, in\n 48:23 December 2022.\n 48:24 Q. Did you take steps to verify the\n 48:25 information that Mr. Altman had provided to the\n 49:01 board?\n 49:02 A. Yes. I asked for the deployment\n 49:03 safety board materials to review what had been\n 49:04 approved and on what basis.\n 49:05 - 49:06 Toner, Helen 2025-10-08 00:00:04 DL2.31\n 49:05 Q. To whom did you make that request?\n 49:06 A. I don't recall.\n 49:15 - 50:04 Toner, Helen 2025-10-08 00:00:29 DL2.33\n 49:15 Q. Did you receive the materials you\n 49:16 had asked for?\n 49:17 A. Yes.\n 49:18 Q. What did those materials show about\n 49:19 the approval stratus -- status of the three\n 49:20 variants?\n 49:21 A. To the best of my recollection, I\n 49:22 received materials showing that the API release had\n 49:23 been submitted to the deployment safety board and\n 49:24 approved.\n 49:25 I don't recall -- to the best of my\n 50:01 recollection, I don't believe I received any\n 50:02 materials about the other two, which -- and I drew\n 50:03 the conclusion that they had not -- they had been\n 50:04 neither submitted nor approved.\n 52:12 - 53:13 Toner, Helen 2025-10-08 00:01:27 DL2.37\n 52:12 How did you first learn about the\n 52:13 fact that this launch of a test of GPT-4 by\n 52:14 Microso had occurred?\n 52:15 A. We had adjourned for the day the\n 52:16 meeting. I was in a break room, and Tasha McCauley\n 52:17 came and found me in the break room and told me\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 7 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 8 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n 52:18 that she had had a conversation with an employee\n 52:19 who had informed her about this release or who\n 52:20 had -- I believe she had asked her if she knew\n 52:21 about it, or asked her what she thought about it,\n 52:22 something along those lines, and we did not know\n 52:23 about it before then.\n 52:24 Q. Had Mr. Altman raised that topic\n 52:25 with you at all during the board meeting that had\n 53:01 just concluded?\n 53:02 A. No. Despite the fact that we had\n 53:03 very actively discussed at the board meeting that\n 53:04 oversight of the DSB and ensuring that it was\n 53:05 functioning well was a core board responsibility.\n 53:06 Q. Can you describe in any more detail\n 53:07 what Ms. McCauley said she had learned from this\n 53:08 other employee about what had happened?\n 53:09 A. I don't recall the details. To the\n 53:10 best of my recollection, she said that Microso\n 53:11 had released a test version without DSB approval,\n 53:12 when they should have had it. Or something along\n 53:13 those lines.\n 53:21 - 54:02 Toner, Helen 2025-10-08 00:00:30 DL2.38\n 53:21 Q. What's the -- what was the basis\n 53:22 for that understanding?\n 53:23 A. To the best of my recollection, it\n 53:24 sounded, from her description, like the employee\n 53:25 who had informed her was assuming that we already\n 54:01 knew and was treating it as a pretty big deal that\n 54:02 the company leadership knew about.\n 56:03 - 56:09 Toner, Helen 2025-10-08 00:00:19 DL2.39\n 56:03 Q. When OpenAI released ChatGPT in\n 56:04 November '22, did it provide any advance notice to\n 56:05 the OpenAI board?\n 56:06 A. No.\n 56:07 Q. How did you learn about ChatGPT?\n 56:08 A. We started -- or I started seeing\n 56:09 screen shots on Twitter.\n 56:22 - 56:24 Toner, Helen 2025-10-08 00:00:07 DL2.40\n 56:22 Q. When you saw that on Twitter, were\n 56:23 you surprised that no one at OpenAI had given you\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 8 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 9 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n 56:24 any advanced notice about ChatGPT's release?\n 57:02 - 57:04 Toner, Helen 2025-10-08 00:00:04 DL2.41\n 57:02 THE WITNESS: No, I was not\n 57:03 surprised, because I was used to the board\n 57:04 not being very informed about things.\n 58:11 - 58:19 Toner, Helen 2025-10-08 00:00:26 DL2.42\n 58:11 Q. Did this incident cause you to\n 58:12 question Mr. Altman's candor to the board?\n 58:13 A. Again, I will say it caused me to\n 58:14 believe that he was not motivated to help the board\n 58:15 perform the oversight role.\n 58:16 Q. Did this incident make it more\n 58:17 di\ufb00icult for the board to manage OpenAI safety\n 58:18 risks?\n 58:19 A. It contributed to that, yes.\n 59:03 - 59:10 Toner, Helen 2025-10-08 00:00:26 DL2.45\n 59:03 Q. When did that incident occur?\n 59:04 A. I'm not sure. I believe at some\n 59:05 point during 2023.\n 59:06 Q. How did you learn about the\n 59:07 incident?\n 59:08 A. I forget whether it was Ilya\n 59:09 Sutskever or Mira Murati who first described it to\n 59:10 me, but it was one of the two of them.\n 59:11 - 59:14 Toner, Helen 2025-10-08 00:00:10 DL2.46\n 59:11 Q. What did he or she describe to you?\n 59:12 A. Actually, it's also possible that I\n 59:13 heard about it secondhand from them via Adam\n 59:14 D'Angelo or Tasha McCauley.\n 59:16 - 59:17 Toner, Helen 2025-10-08 00:00:03 DL2.47\n 59:16 Q. What was communicated to you about\n 59:17 what had happened?\n 59:19 - 60:22 Toner, Helen 2025-10-08 00:01:24 DL2.48\n 59:19 THE WITNESS: That Sam had\n 59:20 claimed that Jason Kwon said that GPT-4\n 59:21 Turbo did not need DSB review. And that --\n 59:22 Sam claimed to Mira that Jason said it\n 59:23 didn't need DSB review.\n 59:24 Mira then later checked with\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 9 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 10 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n 59:25 Jason and found that he had not said that,\n 60:01 and Mira felt that Sam had -- had either\n 60:02 misled her or lied to her.\n 60:03 BY MR. KRY:\n 60:04 Q. And at the time you learned about\n 60:05 this incident, did you review any documentary\n 60:06 record that reported on the issue?\n 60:07 A. Within a few weeks -- I forget the\n 60:08 exact sequencing -- but yes. In the period where\n 60:09 we learned about this, we were -- we had -- we were\n 60:10 given access to screen shots of a Slack exchange\n 60:11 between Mira and Jason.\n 60:12 Q. And what do you recall that Slack\n 60:13 exchange showing?\n 60:14 A. That Mira asked Jason if he had, in\n 60:15 fact, said that GPT-4 Turbo didn't need DSB review,\n 60:16 and Jason said he had said something di\ufb00erent and\n 60:17 also said he was confused how Sam got that\n 60:18 impression.\n 60:19 Q. And during what period of time did\n 60:20 you learn about this incident and see these screen\n 60:21 shots?\n 60:22 A. This was in the fall of 2023.\n 61:07 - 61:10 Toner, Helen 2025-10-08 00:00:07 DL2.49\n 61:07 Q. Did this incident cause you\n 61:08 concerns about the e\ufb00ectiveness of OpenAI's safety\n 61:09 processes?\n 61:10 A. Yes.\n 61:11 - 61:14 Toner, Helen 2025-10-08 00:00:08 DL2.50\n 61:11 Q. Do you recall some long-running\n 61:12 discussions on the board about whether to appoint\n 61:13 another independent board member focused on AI\n 61:14 safety?\n 61:17 - 61:24 Toner, Helen 2025-10-08 00:00:16 DL2.51\n 61:17 THE WITNESS: Yes.\n 61:18 BY MR. KRY:\n 61:19 Q. Over what time period did those\n 61:20 discussions unfold?\n 61:21 A. I would say much of 2023.\n 61:22 Q. Did you favor adding another\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 10 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 11 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n 61:23 independent board member focused on AI safety?\n 61:24 A. Yes.\n 62:16 - 62:18 Toner, Helen 2025-10-08 00:00:11 DL2.53\n 62:16 Q. During these discussions, how did\n 62:17 Mr. Altman react to your proposals to add another\n 62:18 AI safety expert to the board?\n 62:21 - 62:23 Toner, Helen 2025-10-08 00:00:04 DL2.54\n 62:21 THE WITNESS: I would say he\n 62:22 was generally -- he generally seemed\n 62:23 supportive.\n 62:25 - 63:03 Toner, Helen 2025-10-08 00:00:06 DL2.55\n 62:25 Q. Did those discussions result in the\n 63:01 appointment of another AI safety expert to the\n 63:02 board?\n 63:03 A. No.\n 64:01 - 64:05 Toner, Helen 2025-10-08 00:00:08 DL2.56\n 64:01 Q. Was it your impression that\n 64:02 Mr. Altman was dragging his feet in these\n 64:03 discussions?\n 64:04 A. Yes. I think that's a fair\n 64:05 description.\n 65:22 - 66:02 Toner, Helen 2025-10-08 00:00:27 DL2.57\n 65:22 Q. Ms. Toner, I'm going to mark as\n 65:23 Exhibit 2 a document Bates-stamped 2024MUSK 14031.\n 65:24 This is an October 2023 academic\n 65:25 paper published by the Center for Security and\n 66:01 Emerging Technology, titled \"Decoding Intentions:\n 66:02 Artificial Intelligence and Costly Signals.\"\n 66:06 - 66:07 Toner, Helen 2025-10-08 00:00:04 DL2.58\n 66:06 Q. Were you one of the co-authors of\n 66:07 this academic paper?\n 66:10 - 66:15 Toner, Helen 2025-10-08 00:00:11 DL2.59\n 66:10 THE WITNESS: Yes. I was\n 66:11 going to say I would not describe this as\n 66:12 an academic paper. It's not published in\n 66:13 an academic journal.\n 66:14 But, yes, I was the author\n 66:15 of this policy white paper.\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 11 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 12 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n 73:08 - 73:11 Toner, Helen 2025-10-08 00:00:12 DL2.65\n 73:08 Q. A er this white paper was\n 73:09 published, did you come to learn that Mr. Altman\n 73:10 had become aware of it?\n 73:11 A. Yes.\n 73:12 - 73:20 Toner, Helen 2025-10-08 00:00:31 DL2.66\n 73:12 Q. How did you become aware of that?\n 73:13 A. I don't remember the exact\n 73:14 sequence. He asked to talk, I believe, via Signal\n 73:15 message. We set up a time, maybe the following day\n 73:16 or two days later, maybe the same day, set up a\n 73:17 time within a couple of days.\n 73:18 I think I didn't know before the\n 73:19 call what the topic would be, so I think I found\n 73:20 out when we began our phone call.\n 73:21 - 74:21 Toner, Helen 2025-10-08 00:01:41 DL2.67\n 73:21 Q. What did he tell you on that phone\n 73:22 call?\n 73:23 A. He said that he was concerned about\n 73:24 the content of the paper. He was concerned about\n 73:25 board member criticizing or being seen to criticize\n 74:01 the company. He was concerned about the\n 74:02 implications for the ongoing -- at that time,\n 74:03 ongoing FTC investigation into OpenAI. And he was\n 74:04 concerned that this reflected -- what's the way to\n 74:05 put it? That this meant we were not on the same\n 74:06 page about the company's decisionmaking, or\n 74:07 something along those lines.\n 74:08 Q. What did you say in response to\n 74:09 Mr. Altman?\n 74:10 A. I described to him that this was\n 74:11 not a paper about safety practices or the adequacy\n 74:12 of OpenAI's safety practices. That it was a paper\n 74:13 about external perceptions thereof.\n 74:14 That the description of the ChatGPT\n 74:15 release here did not reflect my on-balance\n 74:16 assessment of the cost and benefits of releasing,\n 74:17 as it had been released.\n 74:18 That I was happy to -- if there was\n 74:19 anything I could do to help mitigate e\ufb00ects he was\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 12 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 13 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n 74:20 concerned about from the paper, I was happy to\n 74:21 discuss those. That's what I recall.\n 75:09 - 76:11 Toner, Helen 2025-10-08 00:01:43 DL2.68\n 75:09 Q. Did you subsequently learn that\n 75:10 Mr. Altman had made a statement to Ilya Sutskever\n 75:11 about something that one of your colleagues had\n 75:12 allegedly told him?\n 75:13 A. Yes.\n 75:14 Q. What happened?\n 75:15 A. At the time, when we were -- when\n 75:16 Sam wanted to talk about this paper, four of the\n 75:17 board members were already having conversations\n 75:18 about our serious concerns about Sam continuing to\n 75:19 serve as CEO. And because of that, Tasha, Adam,\n 75:20 Ilya, and I were in much closer touch than we\n 75:21 otherwise would have been and that we normally were\n 75:22 during our tenure on the board.\n 75:23 And I forget the exact sequence of\n 75:24 events, but because we were having conversations\n 75:25 multiple times a week, which was much higher than\n 76:01 usual, we discovered that Sam had told Ilya -- Sam\n 76:02 had talked to Ilya about his concerns about this\n 76:03 paper and had also had a conversation with Tasha,\n 76:04 and he told Ilya that Tasha thought I had to leave\n 76:05 the board because of the fact that I had written\n 76:06 this paper, which Tasha had not said.\n 76:07 Q. How did you know that Ms. McCauley\n 76:08 had not said that?\n 76:09 A. Because she said she hadn't.\n 76:10 Q. To you?\n 76:11 A. Yes.\n 83:04 - 83:07 Toner, Helen 2025-10-08 00:00:09 DL2.71\n 83:04 Q. When did you first hear about the\n 83:05 OpenAI Startup Fund?\n 83:06 A. I don't recall. I believe shortly\n 83:07 a er it was announced publicly.\n 83:10 - 83:14 Toner, Helen 2025-10-08 00:00:21 DL2.72\n 83:10 Q. What did you understand about -- at\n 83:11 the time that you first learned about it, what did\n 83:12 you understand about what OpenAI Startup Fund does?\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 13 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 14 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n 83:13 A. I understood it to be investing in\n 83:14 companies that could use OpenAI products.\n 83:24 - 84:06 Toner, Helen 2025-10-08 00:00:17 DL2.74\n 83:24 Q. Did Mr. Altman ever disclose to the\n 83:25 board that he had any ownership interest in the\n 84:01 OpenAI Startup Fund?\n 84:02 A. No.\n 84:03 Q. Did you subsequently learn that\n 84:04 Mr. Altman had previously undisclosed connections\n 84:05 to this fund?\n 84:06 A. Yes.\n 86:17 - 86:20 Toner, Helen 2025-10-08 00:00:13 DL2.75\n 86:17 Q. In addition to OpenAI Startup Fund,\n 86:18 to your knowledge, has Mr. Altman ever owned,\n 86:19 directly or indirectly, any other stake in any\n 86:20 OpenAI entity?\n 86:24 - 87:03 Toner, Helen 2025-10-08 00:00:17 DL2.76\n 86:24 THE WITNESS: My -- I\n 86:25 believe that it is publicly disclosed on\n 87:01 their website that he has a small stake in\n 87:02 OpenAI through some Y Combinator fund that\n 87:03 he has interest in.\n 87:05 - 87:10 Toner, Helen 2025-10-08 00:00:18 DL2.77\n 87:05 Q. Was that indirect interest through\n 87:06 a Y Combinator fund disclosed to the board?\n 87:07 A. Yes.\n 87:08 Q. When was it first disclosed?\n 87:09 A. I don't recall. It was public on\n 87:10 their website for as long as I can remember.\n 87:11 - 87:16 Toner, Helen 2025-10-08 00:00:10 DL2.78\n 87:11 Q. Was Mr. Altman considered an\n 87:12 independent director on the board despite that\n 87:13 stake through Y Combinator?\n 87:14 A. Yes.\n 87:15 Q. And why -- why was that stake not\n 87:16 disqualifying?\n 87:19 - 87:22 Toner, Helen 2025-10-08 00:00:10 DL2.79\n 87:19 THE WITNESS: I don't know.\n 87:20 I found it strange that he was considered\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 14 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 15 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n 87:21 an independent board director regardless of\n 87:22 that stake, given his position as CEO.\n 91:23 - 92:04 Toner, Helen 2025-10-08 00:00:17 DL2.80\n 91:23 Q. Did you think that Mr. Altman's\n 91:24 role in the OpenAI Startup Fund presented a\n 91:25 potential conflict of interest?\n 92:01 A. I thought it presented a potential\n 92:02 conflict of interest. I primarily thought it was\n 92:03 clearly something that the board should be aware\n 92:04 of.\n102:25 - 103:01 Toner, Helen 2025-10-08 00:00:05 DL2.81\n 102:25 Q. So marking as Exhibit 4 the\n 304.1 103:01 document Bates-stamped OPENAI_MUSK00027400.\n103:14 - 104:01 Toner, Helen 2025-10-08 00:00:37 DL2.82\n 304.1 103:14 Q. This is a November 16, 2023,\n 103:15 unanimous written consent signed by you and three\n 103:16 other directors. And at -- as the witness noted,\n 304.1.1 103:17 at the bottom of Page 1, the document states:\n 103:18 \"Now, therefore, be it resolved, that the Board\n 103:19 hereby, e\ufb00ective immediately, terminates\n 103:20 Mr. Altman's employment with the Corporation.\"\n 103:21 Ms. Toner, is this the resolution\n 103:22 by which the board formally removed Mr. Altman as\n 103:23 CEO and board member of OpenAI?\n 103:24 A. Yes.\n Clear 103:25 Q. Were you one of the board members\n 104:01 who voted to remove Mr. Altman?\n104:02 - 104:02 Toner, Helen 2025-10-08 00:00:01 DL2.83\n 104:02 A. Yes.\n104:11 - 105:12 Toner, Helen 2025-10-08 00:01:43 DL2.85\n 104:11 Q. How did those discussions of\n 104:12 potentially removing Mr. Altman originate?\n 104:13 A. I would say the starting point was\n 104:14 Ilya Sutskever reaching out to me to ask to talk.\n 104:15 We then had a first conversation which was very\n 104:16 circuitous and confusing to me. Very clearly, Ilya\n 104:17 had some very significant concern but told me that\n 104:18 he couldn't tell me what his concern was,\n 104:19 essentially.\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 15 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 16 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n 104:20 I would put that as the -- the\n 104:21 starting point.\n 104:22 Q. And did you subsequently have\n 104:23 discussions with the other board members?\n 104:24 A. Yes.\n 104:25 Q. And over the course of those\n 105:01 discussions, what were the grounds for removing\n 105:02 Mr. Altman that the board members discussed?\n 105:03 A. It was a number of things. A --\n 105:04 the phrase we used was \"a pattern of behavior.\" So\n 105:05 no one single cause.\n 105:06 The pattern of behavior related to\n 105:07 his honesty and candor, his resistance of board\n 105:08 oversight, as well as the concerns that two of his\n 105:09 senior management team, Ilya Sutskever and Mira\n 105:10 Murati, raised to the board about his management\n 105:11 practices, his manipulation of board processes. A\n 105:12 range of concerns in that vicinity.\n105:13 - 105:17 Toner, Helen 2025-10-08 00:00:13 DL2.86\n 105:13 Q. So when you refer to his pattern of\n 105:14 behavior related to honesty and candor, does that\n 105:15 include all the incidents that we've discussed\n 105:16 during your testimony this morning?\n 105:17 A. Yes.\n111:08 - 111:19 Toner, Helen 2025-10-08 00:00:45 DL2.87\n 111:08 Q. At what point did the board finally\n 111:09 decide to go through with removing Mr. Altman?\n 111:10 A. I would say that our decision was\n 111:11 clear by the Saturday night preceding our removal,\n 111:12 which would have been the 11th of November, I\n 111:13 believe.\n 111:14 Q. Prior to informing Mr. Altman that\n 111:15 you were removing him, did you have discussions\n 111:16 with any candidate to fill the role of interim CEO?\n 111:17 A. Yes. Prior to removing him, we\n 111:18 spoke the evening before with Mira Murati about\n 111:19 becoming interim CEO.\n111:24 - 112:01 Toner, Helen 2025-10-08 00:00:05 DL2.88\n 111:24 Q. Was that a er you had executed the\n 111:25 board resolution?\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 16 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 17 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n 112:01 A. Yes.\n112:02 - 112:06 Toner, Helen 2025-10-08 00:00:21 DL2.89\n 112:02 Q. How did Ms. Murati react to your\n 112:03 proposal that she be interim CEO?\n 112:04 A. I interpreted her as being\n 112:05 supportive of our decision and up for the -- yeah,\n 112:06 up for -- being up for it, to being interim CEO.\n113:15 - 113:22 Toner, Helen 2025-10-08 00:00:17 DL2.90\n 113:15 Q. Okay. When did the board inform\n 113:16 Mr. Altman of its decision to remove him?\n 113:17 A. On November 17, 2023.\n 113:18 Q. In what manner?\n 113:19 A. On a video call.\n 113:20 Q. Where was Mr. Altman?\n 113:21 A. He was at some event, Grand Prix,\n 113:22 Las Vegas, something like that.\n114:15 - 115:04 Toner, Helen 2025-10-08 00:00:36 DL2.91\n 114:15 How did Mr. Altman react to the\n 114:16 news?\n 114:17 A. As I recall, he seemed shocked and\n 114:18 confused.\n 114:19 Q. What did he say?\n 114:20 A. I don't remember. The one -- the\n 114:21 one-liner I remember is towards the end, asking --\n 114:22 that he asked, \"How can I help?\"\n 114:23 Q. Did anyone respond to that\n 114:24 question?\n 114:25 A. We asked that he support Mira in\n 115:01 her new position.\n 115:02 Q. And what did he say in response?\n 115:03 A. I don't remember what he said, but\n 115:04 I recall he seemed willing.\n119:10 - 119:16 Toner, Helen 2025-10-08 00:00:18 DL2.92\n 119:10 Q. Ms. Toner, a er having this call\n 119:11 with Mr. Altman to inform him of his removal from\n 119:12 the board, did you also communicate a similar\n 119:13 decision to Mr. Brockman?\n 119:14 A. Yes.\n 119:15 Q. How was that communicated?\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 17 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 18 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n 119:16 A. Likewise, via video call.\n122:17 - 122:24 Toner, Helen 2025-10-08 00:00:28 DL2.94\n 122:17 Q. Okay. Did anyone -- or did the\n 122:18 board instruct anyone to communicate Mr. Altman's\n 122:19 termination to Microso before that termination\n 122:20 was the subject of a public post?\n 122:21 A. Yes. We discussed in advance what\n 122:22 the best way to inform Microso would be and, in\n 122:23 consultation with Mira, decided that her informing\n 122:24 Satya Nadella directly would be the best approach.\n124:02 - 124:12 Toner, Helen 2025-10-08 00:00:32 DL2.95\n 124:02 Q. Do you know what Ms. Murati\n 124:03 communicated to Microso ?\n 124:04 A. To the best of -- to my\n 124:05 understanding, she communicated that we had removed\n 124:06 Sam. The reason, using similar language to what we\n 124:07 used in the press release. That she would be\n 124:08 interim CEO and we would be conducting a search.\n 124:09 That we were committed to the partnership with\n 124:10 Microso .\n 124:11 That's my understanding of what she\n 124:12 conveyed.\n124:25 - 125:12 Toner, Helen 2025-10-08 00:00:55 DL2.96\n 124:25 Q. Okay. So in the hours and days\n 125:01 following the public announcement, what steps did\n 125:02 Ms. Murati take as interim CEO, to your knowledge?\n 125:03 A. I believe she began by hosting an\n 125:04 all-hands meeting with Ilya, or, perhaps, before\n 125:05 that, she had one-on-one conversations with several\n 125:06 members of her executive team and then had an\n 125:07 all-hands meeting.\n 125:08 I don't know how much detail or how\n 125:09 many steps you want me to go into. We had some\n 125:10 meetings between the board and the executive team,\n 125:11 and then throughout the course of the weekend, a\n 125:12 chaotic series of conversations of various kinds.\n125:13 - 125:23 Toner, Helen 2025-10-08 00:00:43 DL2.97\n 125:13 Q. When did the process start to\n 125:14 become chaotic?\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 18 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 19 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n 125:15 A. I'd say Friday evening.\n 125:16 Q. What happened?\n 125:17 A. I'd say a notable part of the\n 125:18 timeline was conversations between the board and\n 125:19 the executive team on Friday evening, and then\n 125:20 through Friday night, where the executive team made\n 125:21 quite unreasonable demands of the board and\n 125:22 threatened that they would all quit if they did not\n 125:23 accede to their unreasonable demands.\n127:01 - 127:12 Toner, Helen 2025-10-08 00:00:43 DL2.99\n 127:01 Q. What role's Mira Murati playing in\n 127:02 these discussions?\n 127:03 A. Mira was strikingly unsupportive\n 127:04 during these conversations. She seemed totally\n 127:05 uninterested in telling her team that her\n 127:06 conversations with us had been a significant factor\n 127:07 in our decision to fire Sam and astonishingly\n 127:08 uninterested in telling her team that she thought\n 127:09 it was -- as far as I could tell, she thought it\n 127:10 was a good thing, that -- or she thought it would\n 127:11 be a good thing if Sam le the company. She was\n 127:12 remarkably passive.\n128:12 - 128:16 Toner, Helen 2025-10-08 00:00:09 DL2.102\n 128:12 Q. At that time that you had that\n 128:13 final conversation with Ms. Murati, had she given\n 128:14 you any indication that she was going to suddenly\n 128:15 become unsupportive of the board's decision?\n 128:16 A. No.\n128:20 - 128:22 Toner, Helen 2025-10-08 00:00:07 DL2.103\n 128:20 Q. Did you ever learn any information\n 128:21 about what caused Ms. Murati to become suddenly\n 128:22 unsupportive of the board's decision?\n128:25 - 129:21 Toner, Helen 2025-10-08 00:01:10 DL2.104\n 128:25 THE WITNESS: My impression\n 129:01 is that -- well, so she told us that a\n 129:02 couple of days later, while the crisis was\n 129:03 still ongoing, she told us that she could\n 129:04 not serve as CEO -- as interim CEO unless\n 129:05 the board was able to -- the word I\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 19 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 20 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n 129:06 remember her using is \"legitimize\" the\n 129:07 decision.\n 129:08 I think she did not seem to\n 129:09 understand, either wilfully or not, that\n 129:10 she had a pivotal role in legitimizing the\n 129:11 decision herself. The way I would maybe\n 129:12 put it is that she was waiting to see which\n 129:13 way the wind would blow, and she didn't\n 129:14 realize that she was the wind.\n 129:15 So I think she was not\n 129:16 willing to stick her neck out and say that\n 129:17 she had told the board about severe\n 129:18 concerns she had about Sam, because she\n 129:19 was, in my interpretation, concerned about\n 129:20 retaliation that might lead to or -- or\n 129:21 blowback for her career.\n130:16 - 130:21 Toner, Helen 2025-10-08 00:00:15 DL2.105\n 130:16 Q. At that point did the board\n 130:17 consider other candidates for interim CEO?\n 130:18 A. Yes.\n 130:19 Q. And who did you settle on?\n 130:20 A. We ultimately appointed Emmett\n 130:21 Shear CEO -- interim CEO later that evening.\n131:21 - 132:06 Toner, Helen 2025-10-08 00:00:48 DL2.106\n 131:21 Q. Up till the point of the\n 131:22 announcement of Mr. Shear's appointment as interim\n 131:23 CEO, to your knowledge, had Microso been in\n 131:24 communications with anyone on the OpenAI board?\n 131:25 A. Yes.\n 132:01 Q. Who were they in contact with?\n 132:02 A. I believe they had some contact\n 132:03 with Adam directly. I'm not sure. And then we, I\n 132:04 believe Adam, Tasha and I, had a call with Satya\n 132:05 Nadella on Sunday evening before we announced --\n 132:06 before we announced the appointment of Emmett.\n132:16 - 133:03 Toner, Helen 2025-10-08 00:00:48 DL2.107\n 132:16 Q. And then the call that the three of\n 132:17 you had with Microso , what -- how did that call\n 132:18 come about?\n 132:19 A. We wanted to inform Microso about\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 20 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 21 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n 132:20 our decision to appoint a di\ufb00erent interim CEO and\n 132:21 asked if we could state in the announcement that\n 132:22 they were supportive of the decision.\n 132:23 Q. What did they say?\n 132:24 A. I recall Satya saying that\n 132:25 Microso would, of course, continue partnering\n 133:01 with OpenAI, and that he would think about whether\n 133:02 there was something that we could say in the\n 133:03 post -- or in the announcement.\n133:12 - 133:16 Toner, Helen 2025-10-08 00:00:11 DL2.108\n 133:12 Q. Do you know whether Mr. Nadella had\n 133:13 ever expressed any views on whether somebody else\n 133:14 should be appointed interim CEO?\n 133:15 A. I'm not aware of any views he\n 133:16 expressed on that question.\n133:17 - 133:19 Toner, Helen 2025-10-08 00:00:07 DL2.109\n 133:17 Q. Were you aware at that point if\n 133:18 Mr. Nadella had hoped that Mr. Altman would be\n 133:19 reinstated as CEO?\n133:22 - 134:05 Toner, Helen 2025-10-08 00:00:26 DL2.110\n 133:22 THE WITNESS: I believe at\n 133:23 that point my impression was that he would\n 133:24 be glad if Sam were reappointed.\n 133:25 BY MR. KRY:\n 134:01 Q. Why was that your impression?\n 134:02 A. Because there was a coalition of\n 134:03 di\ufb00erent people pushing for Sam's reappointment,\n 134:04 and my understanding was that Microso was part of\n 134:05 that.\n146:18 - 148:03 Toner, Helen 2025-10-08 00:02:42 DL2.111\n 146:18 Okay. When did the board decide to\n 146:19 reinstate Mr. Altman as CEO?\n 146:20 A. Tuesday night, the 21st of\n 146:21 November.\n 146:22 Q. How did that come about?\n 146:23 A. There had been, over the course of\n 146:24 the weekend, a lot of back-and-forth over di\ufb00erent\n 146:25 possible futures of the company, with a recurring\n 147:01 theme being employees threatening to leave if\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 21 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 22 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n 147:02 certain demands were not met.\n 147:03 Over the course of the few days\n 147:04 following our firing, those demands became\n 147:05 gradually more reasonable and the threat of mass\n 147:06 resignations continued.\n 147:07 Q. Who were the demands being made by?\n 147:08 A. Some combination of Sam, Greg, the\n 147:09 executive team, typically conveyed to us via Mira.\n 147:10 And employees directly.\n 147:11 Q. And did you observe that Microso\n 147:12 was involved in those discussions at all?\n 147:13 A. Microso became clearly involved\n 147:14 on Sunday night when, a er we announced that\n 147:15 Emmett would be interim CEO, Microso announced\n 147:16 that Sam and Greg would be joining Microso . And\n 147:17 over the subsequent hours -- I don't recall how I\n 147:18 came to learn this -- but over the subsequent hours\n 147:19 I came to the understanding that Microso was\n 147:20 o\ufb00ering to hire away the entire OpenAI team and\n 147:21 would have jobs for anyone who wanted them at\n 147:22 Microso .\n 147:23 Q. So what impact did Microso 's\n 147:24 announcement that it was hiring Mr. Altman and\n 147:25 Mr. Brockman, an open o\ufb00er to hire anyone from\n 148:01 OpenAI that wanted to come over, impact the board's\n 148:02 ability to carry out its duties as the board of\n 148:03 OpenAI?\n148:05 - 149:03 Toner, Helen 2025-10-08 00:01:31 DL2.112\n 148:05 THE WITNESS: It -- it\n 148:06 created a threat of Microso destroying\n 148:07 the company in a way that changed the\n 148:08 calculus for us about what the best way to\n 148:09 pursue the nonprofit mission was.\n 148:10 BY MR. KRY:\n 148:11 Q. In what sense?\n 148:12 A. In the sense that it significantly\n 148:13 increased the credibility of employees' threats\n 148:14 that they would leave en masse and gave Sam\n 148:15 significantly more leverage to demand his own\n 148:16 reinstatement to avoid the company falling apart.\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 22 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 23 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n 148:17 Q. What did the board do in response\n 148:18 to this change to the circumstances?\n 148:19 A. In response to the totality of the\n 148:20 circumstances on Tuesday, which includes\n 148:21 Microso 's involvement, as well as other factors,\n 148:22 we were able to reach an agreement on Tuesday that\n 148:23 was amenable to all sides, which involved Sam being\n 148:24 reinstated as CEO but not reappointed to the board;\n 148:25 most of the existing board members resigning, but\n 149:01 not all; and a thorough, independent investigation\n 149:02 being carried out into Sam's conduct in the events\n 149:03 of the previous few days.\n149:04 - 149:05 Toner, Helen 2025-10-08 00:00:05 DL2.113\n 149:04 Q. Were you one of the board members\n 149:05 that was removed as part of this deal?\n149:08 - 149:08 Toner, Helen 2025-10-08 00:00:00 DL2.114\n 149:08 THE WITNESS: Yes.\n149:12 - 149:14 Toner, Helen 2025-10-08 00:00:06 DL2.115\n 149:12 Q. And was Ms. McCauley one of the\n 149:13 board members that was removed pursuant to this\n 149:14 compromise?\n149:17 - 149:17 Toner, Helen 2025-10-08 00:00:00 DL2.116\n 149:17 THE WITNESS: Yes.\n154:15 - 154:23 Toner, Helen 2025-10-08 00:00:28 DL2.117\n 154:15 Q. So I've marked as Exhibit 10 a\n 154:16 document stamped MSFT_MUSK 56581. This is a May\n 154:17 26, 2024, article from The Economist, published\n 154:18 by -- or authored by you and Ms. McCauley, with the\n 154:19 title \"AI firms mustn't govern themselves, say\n 154:20 ex-members of OpenAI's board.\"\n 154:21 Ms. Toner, did you co-author this\n 154:22 article with Ms. McCauley?\n 154:23 A. Yes.\n155:15 - 156:18 Toner, Helen 2025-10-08 00:02:17 DL2.118\n 155:15 What about your experience at\n 155:16 OpenAI led you to believe that self-governance\n 155:17 cannot reliably withstand the pressure of profit\n 155:18 incentives?\n 155:19 A. Several things.\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 23 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 24 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n 155:20 Partly, some relevant factors\n 155:21 included the role that we perceived expected\n 155:22 profits to have played in the pushback to our\n 155:23 decision to fire Sam.\n 155:24 I think the profit incentives is\n 155:25 maybe an incomplete phrase here. I think profit\n 156:01 and personal gain is maybe a more complete way to\n 156:02 put it, because I think my judgment of Sam's\n 156:03 resistance to board oversight was not purely about\n 156:04 the financial incentives at play for him but also\n 156:05 about the enormous amount of power that he would\n 156:06 wield if OpenAI was successful in developing\n 156:07 extremely advanced AI systems. So that was one\n 156:08 element.\n 156:09 Profit played a more direct part in\n 156:10 what we perceived to be Microso 's role in the\n 156:11 a ermath of firing Sam and also in the reaction of\n 156:12 some employees who were concerned about their\n 156:13 equity stakes and the potential loss of an upcoming\n 156:14 stock sale, tender deal.\n 156:15 All of which we believed played\n 156:16 significant roles in what turned out to be the\n 156:17 nonprofit's ability to perform one of its most\n 156:18 basic duties, which is to hire and fire the CEO.\n165:02 - 165:04 Toner, Helen 2025-10-08 00:00:16 DL2.119\n 165:02 Q. Taking those in turn.\n 165:03 For the deployment safety board,\n 165:04 why did that guardrail turn out to be fragile?\n165:08 - 165:20 Toner, Helen 2025-10-08 00:00:38 DL2.120\n 165:08 A. So things like the -- things like\n 165:09 models being deployed without actually going\n 165:10 through DSB approval, which should have been\n 165:11 required, as with the Microso tests in India.\n 165:12 Things like the board not being\n 165:13 informed about that failure.\n 165:14 Things like the board being misled\n 165:15 about what products were approved and not approved.\n 165:16 And also the Jason-Mira interaction\n 165:17 around whether GPT-4 Turbo needed to be -- needed\n 165:18 to go through approval I think were all instances\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 24 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 25 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n 165:19 of that guardrail being more fragile than it should\n 165:20 have been.\n166:04 - 166:08 Toner, Helen 2025-10-08 00:00:15 DL2.121\n 166:04 Q. And then the second one you\n 166:05 mentioned, the board having the right to remove the\n 166:06 CEO on paper but the reality turning out\n 166:07 di\ufb00erently, how did that illustrate the fragility\n 166:08 of one of the nonprofit's internal guardrails?\n166:11 - 166:16 Toner, Helen 2025-10-08 00:00:09 DL2.122\n 166:11 THE WITNESS: Well, because\n 166:12 there was a guardrail around the nonprofit\n 166:13 being able to make certain decisions, and\n 166:14 then it turned out that, in practice, those\n 166:15 decisions could be reversed.\n 166:16 BY MR. KRY:\n173:08 - 173:12 Toner, Helen 2025-10-08 00:00:10 DL2.123\n 173:08 Since Mr. Altman was reinstated as\n 173:09 CEO, you have spoken to the press a number of times\n 173:10 about the events leading up to his termination,\n 173:11 correct?\n 173:12 A. Yes.\n175:22 - 176:01 Toner, Helen 2025-10-08 00:00:10 DL2.127\n 175:22 Q. Okay. Did you have anyone advising\n 175:23 you on public relations at the time that you had\n 175:24 any of the conversations you just described with\n 175:25 any of these journalists?\n 176:01 A. Yes.\n176:09 - 176:17 Toner, Helen 2025-10-08 00:00:19 DL2.228\n 176:09 Q. Okay. But they are PR consultants.\n 176:10 Is that a fair characterization?\n 176:11 A. Approximately, yeah.\n 176:12 Q. And when did they start -- first\n 176:13 start advising you?\n 176:14 A. In December of 2023.\n 176:15 Q. Okay. And how long did they advise\n 176:16 you for?\n 176:17 A. Something like six or seven months.\n197:05 - 197:07 Toner, Helen 2025-10-08 00:00:07 DL2.132\n 197:05 Q. Okay. And before GPT-4 was\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 25 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 26 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n 197:06 released, it did go through a DSB review, correct?\n 197:07 A. I believe so, yes.\n197:14 - 197:15 Toner, Helen 2025-10-08 00:00:04 DL2.133\n 197:14 Q. Do you think it was a mistake for\n 197:15 OpenAI to release GPT-4?\n197:17 - 197:18 Toner, Helen 2025-10-08 00:00:01 DL2.134\n 197:17 THE WITNESS: On balance,\n 197:18 no.\n198:09 - 198:14 Toner, Helen 2025-10-08 00:00:17 DL2.135\n 198:09 Q. Okay. And do you know whether the\n 198:10 three -- I'm using the term \"enhancements\" because\n 198:11 it was used in the article -- but do you know\n 198:12 whether they went through the DSB review process,\n 198:13 ultimately?\n 198:14 A. I'm not sure.\n199:01 - 199:06 Toner, Helen 2025-10-08 00:00:22 DL2.224\n 199:01 Q. Okay. And do you know which OpenAI\n 199:02 technologies are -- were required to go through the\n 199:03 DSB review?\n 199:04 A. I don't know the specific criteria\n 199:05 o\ufb00 the top of my head. I believe it was intended\n 199:06 to capture especially novel and advanced models.\n199:07 - 199:14 Toner, Helen 2025-10-08 00:00:20 DL2.229\n 199:07 Q. Okay. Did you personally make an\n 199:08 assessment as to whether any of the three\n 199:09 enhancements described here needed to go through\n 199:10 DSB review?\n 199:11 A. No.\n 199:12 Q. Okay. And who at the company was\n 199:13 responsible for making that determination?\n 199:14 A. I'm not sure.\n202:05 - 202:16 Toner, Helen 2025-10-08 00:00:27 DL2.138\n 202:05 Q. Now, I think you testified on this\n 202:06 issue during Mr. Kry's questioning, that your\n 202:07 recollection was that Mr. Altman either directly\n 202:08 said or strongly implied that all three of these\n 202:09 had gone through DSB review.\n 202:10 Do you recall that?\n 202:11 A. Yes.\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 26 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 27 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n 202:12 Q. Okay. And so do you have any\n 202:13 recollection of Mr. Altman actually saying that\n 202:14 they had gone through DSB review?\n 202:15 A. As I said, I recall him either\n 202:16 saying that or strongly implying it.\n203:10 - 203:13 Toner, Helen 2025-10-08 00:00:09 DL2.141\n 203:10 Q. The question I asked is whether you\n 203:11 have a specific recollection of Mr. Altman telling\n 203:12 you or the directors that all three of these had\n 203:13 gone through DSB review.\n203:16 - 203:20 Toner, Helen 2025-10-08 00:00:06 DL2.142\n 203:16 THE WITNESS: I don't recall\n 203:17 specific words.\n 203:18 BY MR. CULLERTON:\n 203:19 Q. Do you have a recollection of him\n 203:20 saying that at all?\n203:22 - 204:09 Toner, Helen 2025-10-08 00:00:25 DL2.143\n 203:22 THE WITNESS: I have a\n 203:23 recollection of him bringing the board to\n 203:24 believe that all three had gone through\n 203:25 review.\n 204:01 BY MR. CULLERTON:\n 204:02 Q. And how did you -- and -- well,\n 204:03 tell me everything you remember about it. The\n 204:04 words he used, the context in which it came up.\n 204:05 A. This is almost three years ago, so\n 204:06 I don't recall the exact words that he used.\n 204:07 It was in a conversation about the\n 204:08 upcoming GPT-4 release. I don't recall more\n 204:09 specifics than that.\n204:15 - 204:25 Toner, Helen 2025-10-08 00:00:30 DL2.144\n 204:15 Q. Ultimately, you don't believe that\n 204:16 the release of any of these enhancements created a\n 204:17 safety risk to the public, do you?\n 204:18 A. No. I believe that the safety\n 204:19 challenges posed by the models OpenAI was releasing\n 204:20 in 2023 turned out to not be severe, which is\n 204:21 great. And I believe that the safety risks\n 204:22 associated with their technology are growing over\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 27 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 28 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n 204:23 time, and the importance of the board functioning\n 204:24 well and governing the company e\ufb00ectively is\n 204:25 growing over time.\n208:04 - 208:12 Toner, Helen 2025-10-08 00:00:33 DL2.148\n 208:04 Q. Okay. And same question with\n 208:05 respect to the issue we were just discussing, the\n 208:06 DSB review of the enhancements. Did you ever have\n 208:07 any discussion with Mr. Altman on that subject\n 208:08 prior to voting to terminate him as CEO of OpenAI?\n 208:09 A. I don't believe so, because I knew\n 208:10 that it would be seen as irritating overreach by a\n 208:11 board member. And I -- we had many di\ufb00erent\n 208:12 things to discuss, and I prioritized other issues.\n208:16 - 209:08 Toner, Helen 2025-10-08 00:00:40 DL2.149\n 208:16 Q. And you're not aware of any\n 208:17 negative safety impacts resulting from the limited\n 208:18 testing release of GPT-4 in India, correct?\n 208:19 A. Correct.\n 208:20 Q. Okay. And, ultimately, I think, as\n 208:21 we discussed, GPT-4 was reviewed by the DSB,\n 208:22 correct?\n 208:23 A. I believe so, yes.\n 208:24 Q. And you're not aware of Mr. Altman\n 208:25 having any objections to GPT-4 being reviewed by\n 209:01 DSB, correct?\n 209:02 A. Not GPT-4, but GPT-4 Turbo.\n 209:03 Q. Okay. We'll talk about GPT-4 Turbo\n 209:04 in a minute.\n 209:05 But you're not aware of any\n 209:06 objections raised by Altman to the review by the\n 209:07 DSB of GPT-4, correct?\n 209:08 A. Not that I'm aware of.\n209:21 - 210:16 Toner, Helen 2025-10-08 00:00:54 DL2.150\n 209:21 Q. Mr. Altman was not an investor in\n 209:22 the startup fund, correct?\n 209:23 A. I don't want to comment on the\n 209:24 specifics of his relationship to it without having\n 209:25 documentation in front of me.\n 210:01 Q. Okay. So you don't know one way or\n 210:02 the other whether he was an investor in the startup\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 28 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 29 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n 210:03 fund; is that right?\n 210:04 A. I don't want to mischaracterize his\n 210:05 exact relationship with the startup fund.\n 210:06 Q. Okay. And are you aware whether\n 210:07 Mr. Altman ever received a distribution or other\n 210:08 economic benefit from the fund?\n 210:09 A. I'm not sure.\n 210:10 Q. And are you aware that Mr. Altman\n 210:11 transferred the interest that he had in the fund to\n 210:12 another OpenAI employee a er -- following the\n 210:13 discussions that you were describing earlier with\n 210:14 the board?\n 210:15 A. I know that they made some changes\n 210:16 to the arrangements. I don't recall the specifics.\n216:24 - 217:07 Toner, Helen 2025-10-08 00:00:25 DL2.153\n 216:24 Q. It's true that ChatGPT was built on\n 216:25 a less advanced LLM, GPT-3.5; is that right?\n 217:01 A. Less advanced than GPT-4?\n 217:02 Q. Yes.\n 217:03 A. That's correct.\n 217:04 Q. Okay. And GPT-3.5 had already been\n 217:05 widely in use by OpenAI customers prior to\n 217:06 ChatGPT's release, correct?\n 217:07 A. That's correct.\n217:19 - 217:24 Toner, Helen 2025-10-08 00:00:27 DL2.154\n 217:19 It wasn't a surprise that OpenAI\n 217:20 was developing a chat-based product, was it,\n 217:21 though?\n 217:22 A. I believe the possibility had been\n 217:23 discussed with the board. I don't believe that I\n 217:24 thought that was a done deal.\n218:25 - 219:09 Toner, Helen 2025-10-08 00:00:28 DL2.155\n 218:25 Q. Do you believe anything about the\n 219:01 release of GPT-3.5 was unsafe?\n 219:02 A. I don't believe so.\n 219:03 Q. You believe that the release of\n 219:04 ChatGPT was unsafe?\n 219:05 A. I don't know. I feel uncomfortable\n 219:06 making sweeping statements because \"safe\" is a very\n 219:07 broad term. I don't have significant concerns\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 29 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 30 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n 219:08 about the release of ChatGPT from an \"impact on\n 219:09 users\" perspective.\n224:12 - 224:17 Toner, Helen 2025-10-08 00:00:38 DL2.156\n 1040.1 224:12 Q. Flip back to Exhibit 6. And this\n 224:13 is the blog post published on November 17th,\n 224:14 announcing that Mr. Altman had been removed as CEO.\n 224:15 And on -- I'll just direct you to\n 224:16 the first full paragraph on the second page.\n 224:17 A. Mm-hmm.\n226:01 - 226:15 Toner, Helen 2025-10-08 00:00:27 DL2.157\n 226:01 BY MR. CULLERTON:\n 1040.1.2 226:02 Q. Sorry. Actually above that\n 226:03 paragraph, the blog post states that \"Mr. Altman's\n 226:04 departure follows a deliberative review process by\n 226:05 the board.\"\n 226:06 Do you see that?\n 226:07 A. Yes.\n 226:08 Q. Okay. And that deliberative review\n 226:09 process did not involve any discussions with\n 226:10 Mr. Altman, correct?\n 226:11 A. Correct.\n 226:12 Q. Board didn't give Mr. Altman an\n 226:13 opportunity to respond to any of the concerns it\n 226:14 had prior to terminating him, correct?\n Clear 226:15 A. Correct.\n226:16 - 226:24 Toner, Helen 2025-10-08 00:00:18 DL2.158\n 226:16 Q. And the board didn't give\n 226:17 Mr. Altman an opportunity to tell his side of the\n 226:18 story, correct?\n 226:19 A. Our concerns about him related to\n 226:20 his honesty and his willingness to remain\n 226:21 e\ufb00ectively overseen by the board, and so, in our\n 226:22 judgment, we all felt strongly and clearly that\n 226:23 involving him in our decisionmaking process would\n 226:24 not be productive.\n227:03 - 227:06 Toner, Helen 2025-10-08 00:00:09 DL2.159\n 227:03 Q. My question was, the board didn't\n 227:04 give Mr. Altman an opportunity to sell his side of\n 227:05 the story before voting to terminate him, correct?\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 30 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 31 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n 227:06 A. Correct.\n228:02 - 228:10 Toner, Helen 2025-10-08 00:00:16 DL2.160\n 228:02 Q. And it's true the board never gave\n 228:03 Mr. Brockman an opportunity to respond to any\n 228:04 concerns they claim to have about him, correct?\n 228:05 A. Correct.\n 228:06 Q. And it's true that the board never\n 228:07 gave Mr. Brockman an opportunity to tell his side\n 228:08 of the story before voting to remove him from the\n 228:09 board, correct?\n 228:10 A. That's correct.\n230:15 - 230:25 Toner, Helen 2025-10-08 00:00:30 DL2.162\n 230:15 Q. Board didn't conduct any formal\n 230:16 interviews with any OpenAI employees, correct?\n 230:17 A. Again, we felt that the\n 230:18 confidentiality of our deliberation was of the\n 230:19 utmost importance, so no.\n 230:20 Q. Did the board discuss any of the\n 230:21 concerns that had been raised by Ms. Murati or\n 230:22 Mr. Sutskever with anyone in the company's human\n 230:23 resources department?\n 230:24 A. Not during that deliberative\n 230:25 process period.\n231:20 - 231:25 Toner, Helen 2025-10-08 00:00:10 DL2.164\n 231:20 yes -- did you ask to review Mr. Brockman's HR\n 231:21 file, yes or no?\n 231:22 A. No.\n 231:23 Q. Did you ask to review Mr. Altman's\n 231:24 HR file, yes or no?\n 231:25 A. No.\n233:25 - 234:02 Toner, Helen 2025-10-08 00:00:10 DL2.165\n 233:25 The board's, what it described as\n 234:01 deliberative process, didn't involve any discussion\n 234:02 with other OpenAI stakeholders, correct?\n234:04 - 234:13 Toner, Helen 2025-10-08 00:00:17 DL2.166\n 234:04 THE WITNESS: As we\n 234:05 discussed, we believed that keeping our\n 234:06 conversation and deliberative process\n 234:07 confidential was of the utmost importance\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 31 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 32 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n 234:08 for ensuring the integrity of that\n 234:09 deliberative process and our ability to\n 234:10 carry out our legally mandated duties.\n 234:11 So, no, we did not disclose\n 234:12 it to any other outside parties.\n 234:13 BY MR. CULLERTON:\n234:17 - 234:24 Toner, Helen 2025-10-08 00:00:12 DL2.225\n 234:17 Q. Did you solicit any input from\n 234:18 anyone at Microso ?\n 234:19 A. No.\n 234:20 Q. Did you solicit any input from any\n 234:21 other OpenAI investors?\n 234:22 A. I've already answered the question.\n 234:23 Q. Did you solicit --\n 234:24 A. No.\n235:01 - 235:04 Toner, Helen 2025-10-08 00:00:09 DL2.167\n 235:01 Did you solicit any input from any\n 235:02 of OpenAI's customers?\n 235:03 A. I've answered the question.\n 235:04 No.\n242:12 - 243:01 Toner, Helen 2025-10-08 00:00:38 DL2.171\n 242:12 And Exhibit 8, I believe we looked\n 1049_1.1 242:13 at a bit earlier, Ms. Toner. And if you look --\n 242:14 and this is the dra of an e-mail to all employees\n 242:15 that you participated in dra ing, correct,\n 242:16 Ms. Toner?\n 242:17 A. Dra of a Slack message. Yes.\n 242:18 Q. Yes. Okay.\n 242:19 And if you look under \"Our\n 242:20 decision,\" maybe one, two, three, four paragraphs\n 1049_1.1.1 242:21 down, the message states, \"We want to be abundantly\n 242:22 clear: We believe in OpenAI, its people, and its\n 242:23 products. This decision is not about product\n 242:24 safety or security.\"\n 242:25 Do you see that?\n Clear 243:01 A. Yes.\n243:02 - 244:08 Toner, Helen 2025-10-08 00:01:51 DL2.172\n 243:02 Q. Is that an accurate statement?\n 243:03 A. This was a complicated issue to\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 32 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 33 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n 243:04 communicate about. I believe this phrasing is more\n 243:05 accurate than the phrasing you used a moment ago.\n 243:06 The decision we made to fire Sam\n 243:07 was about trust, accountability, and oversight.\n 243:08 And the reason that trust, accountability, and\n 243:09 oversight mattered for OpenAI, Inc., and its board\n 243:10 were because of potentially severe risks and safety\n 243:11 issues that its technologies could pose, now or in\n 243:12 the future, as well as the board's obligation to\n 243:13 ensuring that AI benefits humanity, not just does\n 243:14 not harm them.\n 243:15 And so in some sense, the board's\n 243:16 decision was deeply related to product safety and\n 243:17 security, and, in particular to -- I guess beyond\n 243:18 product safety. More to the safety of the human\n 243:19 race going forward.\n 243:20 At the same time, we, as the board,\n 243:21 did not, at the time of the firing, have immediate\n 243:22 concerns about the safety of specific products\n 243:23 that, you know, were immediately likely to harm\n 243:24 users in an ongoing way. And it was our\n 243:25 understanding that there was some concern\n 244:01 externally that the board's decision related to the\n 244:02 immediate safety of products already on the market.\n 244:03 So we were attempting to\n 244:04 communicate that that was not the primary\n 244:05 motivation for our decision. But due to the nature\n 244:06 of the company and the nature of OpenAI, Inc.'s,\n 244:07 mission, your phrasing earlier that it was not\n 244:08 related to safety is inaccurate.\n245:03 - 245:15 Toner, Helen 2025-10-08 00:00:32 DL2.173\n 245:03 Q. Is it true that the decision to\n 245:04 remove Mr. Altman had nothing to do with the safety\n 245:05 or security of any OpenAI products that had been\n 245:06 released as of the date of this e-mail?\n 245:07 A. Again, that phrasing is extremely\n 245:08 broad. I will -- I would not say that it had\n 245:09 nothing to do with those things. I will say that\n 245:10 it was not primarily driven by concerns of that\n 245:11 kind.\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 33 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 34 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n 245:12 Q. Okay. Well, you were prepared to\n 245:13 tell all of the employees of OpenAI that the\n 245:14 decision was not about product safety or security,\n 245:15 correct?\n245:17 - 246:01 Toner, Helen 2025-10-08 00:00:18 DL2.174\n 245:17 THE WITNESS: Yes. I think\n 245:18 the implication of this statement is about\n 245:19 what the decision was primarily driven by,\n 245:20 which is a di\ufb00erent question than whether\n 245:21 it related to those things in any way.\n 245:22 BY MR. CULLERTON:\n 245:23 Q. Okay. So at a minimum, you'd agree\n 245:24 the decision was not primarily driven by product\n 245:25 safety or security, correct?\n 246:01 A. Yes.\n250:07 - 250:14 Toner, Helen 2025-10-08 00:00:28 DL2.178\n 250:07 Q. Okay. But fair, then, that\n 250:08 Mr. Altman was not removed because the board wanted\n 250:09 to slow down the pace of AI development, right?\n 250:10 A. Correct.\n 250:11 Q. Okay. And Mr. Altman was not\n 250:12 terminated because the board wanted to slow down\n 250:13 OpenAI's pace of development, correct?\n 250:14 A. Correct.\n250:21 - 251:05 Toner, Helen 2025-10-08 00:00:35 DL2.177\n 250:21 Q. And is it true that Mr. Altman's\n 250:22 removal as CEO also was not about OpenAI's\n 250:23 relationship with any of its investors?\n 250:24 MR. KRY: Objection to form.\n 250:25 THE WITNESS: I would say\n 251:01 that the issues that we were concerned\n 251:02 about -- some of the issues that\n 251:03 contributed to our decision to fire Sam\n 251:04 were exacerbated by relationships with\n 251:05 investors.\n251:13 - 251:19 Toner, Helen 2025-10-08 00:00:21 DL2.179\n 251:13 Q. Okay. But to be very clear, and I\n 251:14 believe you testified to this earlier, you don't\n 251:15 believe, ultimately, that any of the products that\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 34 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 35 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n 251:16 had been released as of the date of this e-mail\n 251:17 were unsafe to the public?\n 251:18 A. Not in ways that give me\n 251:19 significant concern, no.\n260:23 - 262:12 Toner, Helen 2025-10-08 00:01:59 DL2.185\n 260:23 Q. And a er Mr. Altman -- in the days\n 260:24 following Mr. Altman's removal, did you have any\n 260:25 conversations with anyone at Anthropic?\n 261:01 A. Yes.\n 261:02 Q. And who did you speak with?\n 261:03 A. We had, I believe, one, possibly\n 261:04 two, conversations with their board.\n 261:05 Q. With their board?\n 261:06 A. Yes.\n 261:07 Q. Did that include Mr. Amodei?\n 261:08 A. I think so, yes.\n 261:09 Q. Mrs. Amodei?\n 261:10 A. Yes.\n 261:11 Q. Okay. And what -- you participated\n 261:12 in this communication with the Anthropic board?\n 261:13 A. Yes.\n 261:14 Q. Okay. And what was the\n 261:15 communication about?\n 261:16 A. So it was -- I believe it was late\n 261:17 Saturday night. It was at the point where we had\n 261:18 already had multiple threats from the entire\n 261:19 executive team to resign, and where it had become\n 261:20 clear that Mira was not willing -- we had not had\n 261:21 the final conversations we had with her about this,\n 261:22 that we talked about Sunday, but it was pretty\n 261:23 clear that Mira was not willing to serve --\n 261:24 beginning to serve as interim CEO. So we were\n 261:25 beginning to consider our options for what it could\n 262:01 look like to salvage the company.\n 262:02 Q. Who was on the call from the OpenAI\n 262:03 side?\n 262:04 A. I believe it would have been me,\n 262:05 Tasha, and Adam, and, perhaps, Ilya.\n 262:06 Q. Okay. And when you say you were\n 262:07 beginning to consider options for what it could\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 35 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 36 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n 262:08 look like to salvage the company, what options did\n 262:09 you discuss with the Anthropic board?\n 262:10 A. I believe we discussed whether it\n 262:11 might make sense for Anthropic to merge with OpenAI\n 262:12 in some way, but I don't recall the specifics.\n262:18 - 262:23 Toner, Helen 2025-10-08 00:00:20 DL2.186\n 262:18 Q. And so you discussed a merger\n 262:19 between OpenAI and Anthropic on this call, correct?\n 262:20 A. Something along those lines.\n 262:21 Q. Did you discuss whether Mr. Amodei\n 262:22 could become the CEO of OpenAI?\n 262:23 A. I believe so, yes.\n263:02 - 263:12 Toner, Helen 2025-10-08 00:00:46 DL2.187\n 263:02 Q. Were you supportive of a merger\n 263:03 with Anthropic?\n 263:04 A. I thought it would have been an\n 263:05 extremely risky move.\n 263:06 I would not describe myself as\n 263:07 supportive of it. I would say I thought it was an\n 263:08 option worth considering among our set of di\ufb00icult\n 263:09 options.\n 263:10 Q. And it's true that Anthropic is not\n 263:11 a not-for-profit company, correct?\n 263:12 A. Correct.\n264:16 - 264:21 Toner, Helen 2025-10-08 00:00:17 DL2.188\n 264:16 Q. Were you supportive of the idea of\n 264:17 Mr. Amodei becoming CEO of OpenAI?\n 264:18 A. Per my previous testimony, I did\n 264:19 not feel particularly supportive of it, but it\n 264:20 seemed like an option worth exploring, given the\n 264:21 extremeness of the situation.\n274:10 - 275:03 Toner, Helen 2025-10-08 00:00:54 DL2.189\n 274:10 Q. Ultimately, nearly all of OpenAI's\n 274:11 employees signed a letter to the board seeking to\n 274:12 have Mr. Altman and Mr. Brockman reinstated, right?\n 274:13 A. Yes.\n 274:14 Q. Okay. Do you recall how many\n 274:15 OpenAI employees signed that letter?\n 274:16 A. Over 700.\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 36 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 37 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n 274:17 Q. Okay. And how many employees did\n 274:18 OpenAI have at the time?\n 274:19 A. I believe less than 800.\n 274:20 Q. Okay. And why don't we show you\n 1046.1 274:21 what will be marked as Exhibit 17.\n 274:22 (Document marked for identification\n 274:23 as Toner Exhibit 17.)\n 274:24 BY MR. CULLERTON:\n 274:25 Q. And do you recognize this as the\n 275:01 letter to the board, signed by 751 of OpenAI's\n 275:02 employees?\n 275:03 A. Yes.\n275:20 - 277:16 Toner, Helen 2025-10-08 00:02:00 DL2.190\n 275:20 Q. Okay. All right. If you look at\n 275:21 the first paragraph, it says -- and this is the\n 275:22 first paragraph of the letter signed by 751 of\n 275:23 OpenAI's employees.\n 1046.1.1 275:24 And it states: \"OpenAI is the\n 275:25 worlds leading AI company. We, the employees of\n 276:01 OpenAI, have developed the best models and pushed\n 276:02 the field to new frontiers. Our work on AI safety\n 276:03 and governance shapes global norms. The products\n 276:04 we build\" -- \"built are used by millions of people\n 276:05 around the world. Until now, the company we work\n 276:06 for and cherish has never been in a stronger\n 276:07 position.\"\n 276:08 Do you see that?\n 276:09 A. Mm-hmm.\n 276:10 Q. And did you agree with these 751\n 276:11 OpenAI employees that, at the time Mr. Altman was\n 276:12 removed by the board, OpenAI was the world's\n 276:13 leading AI company?\n 276:14 A. Certainly one of the top three.\n 276:15 Q. And did you agree with the 751\n 276:16 OpenAI employees that, at the time Mr. Altman was\n 276:17 removed from the board, the company had never been\n 276:18 in a stronger position?\n 276:19 A. Yes.\n 276:20 Q. Did you agree with the 751 OpenAI\n 276:21 employees that OpenAI's work on safety and\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 37 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 38 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n 276:22 governance shaped global norms?\n 276:23 A. To some extent, probably.\n 276:24 There were not many global norms.\n 276:25 There still are not many global norms.\n 277:01 Q. And if you look down at the second\n 1046.1.2 277:02 paragraph, the employees write: \"The process\n 277:03 through which you terminated Sam Altman and removed\n 277:04 Greg Brockman from the board has jeopardized all of\n 277:05 this work and undermined our mission and company.\n 277:06 Your conduct has made it clear you did not have the\n 277:07 competence to oversee OpenAI.\"\n 277:08 And did you agree with these 751\n 277:09 employees of OpenAI that the board's handling of\n 277:10 the removal of Mr. Altman and Mr. Brockman\n 277:11 undermined OpenAI's mission?\n 277:12 A. No.\n 277:13 Q. Did you agree with the 751\n 277:14 employees of OpenAI that the board's removal of\n 1046.1 277:15 Altman and Brockman jeopardized OpenAI's work?\n 277:16 A. No.\n277:17 - 277:25 Toner, Helen 2025-10-08 00:00:20 DL2.191\n 277:17 Q. Did you agree with the 751\n 277:18 employees of OpenAI that the board's conduct made\n 277:19 it clear that it did not have the competence to\n 277:20 oversee OpenAI?\n 277:21 A. No. And I also would note that\n 277:22 it's not clear to me that all 751 signatories would\n 277:23 disagree with that, given public reporting and\n 277:24 private conversations I've heard about the immense\n 277:25 social pressure to sign this letter.\n278:07 - 278:11 Toner, Helen 2025-10-08 00:00:11 DL2.192\n 278:07 Q. Okay. Do you have examples of any\n 278:08 OpenAI employees that -- did any OpenAI employees\n 278:09 who signed this letter tell you they did so under\n 278:10 pressure?\n 278:11 A. No.\n280:12 - 280:15 Toner, Helen 2025-10-08 00:00:12 DL2.193\n 280:12 Q. The 751 OpenAI employees who signed\n 280:13 this letter were demanding that you and the other\n 280:14 current members of the board resign, correct?\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 38 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 39 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n Clear 280:15 A. Yes.\n281:07 - 281:18 Toner, Helen 2025-10-08 00:00:22 DL2.194\n 281:07 Q. But Mr. Altman was reinstated as\n 281:08 CEO, though, correct?\n 281:09 A. Correct.\n 281:10 Q. And you resigned from the board,\n 281:11 correct?\n 281:12 A. Yes.\n 281:13 Q. And Mr. -- Ms. McCauley resigned\n 281:14 from the board, correct?\n 281:15 A. Yes.\n 281:16 Q. And Mr. D'Angelo stayed on as part\n 281:17 of the reconstituted board, correct?\n 281:18 A. Yes.\n281:19 - 282:13 Toner, Helen 2025-10-08 00:00:54 DL2.230\n 281:19 Q. Okay. And one of the new directors\n 281:20 that was brought on following these events was Bret\n 281:21 Taylor, correct?\n 281:22 A. Yes.\n 281:23 Q. Okay. And you approved, you and\n 281:24 the rest of the board, approved having Mr. Taylor\n 281:25 join the OpenAI board, correct?\n 282:01 A. Yes.\n 282:02 Q. And another of the directors that\n 282:03 joined at that time was Larry Summers, correct?\n 282:04 A. Yes.\n 282:05 Q. And you and the other directors at\n 282:06 OpenAI approved Mr. Summers joining the OpenAI\n 282:07 board, correct?\n 282:08 A. Yes.\n 282:09 Q. And Mr. Summers and Mr. Taylor, do\n 282:10 you understand that Mr. Summers and Mr. Taylor\n 282:11 formed a special committee to investigate the\n 282:12 circumstances of Mr. Altman's termination?\n 282:13 A. Yes.\n293:08 - 293:12 Toner, Helen 2025-10-08 00:00:12 DL2.198\n 293:08 Q. And -- so the claim being made by\n 293:09 Mr. Sutskever here relates to alleged\n 293:10 misrepresentations by Mr. Altman to Ms. Murati,\n 293:11 concerning Mr. Kwon's views on DSB review for GPT-4\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 39 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 40 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n 293:12 Turbo, correct?\n293:14 - 293:19 Toner, Helen 2025-10-08 00:00:10 DL2.199\n 293:14 THE WITNESS: Yes.\n 293:15 BY MR. CULLERTON:\n 293:16 Q. And Mr. Sutskever then includes\n 293:17 some screen shots here in support of the claim,\n 293:18 correct?\n 293:19 A. Yes.\n293:23 - 294:01 Toner, Helen 2025-10-08 00:00:09 DL2.200\n 293:23 Q. Okay. Do you know whether the\n 293:24 screen shots represent the entire conversation on\n 293:25 the topic of DSB review of GPT-4 Turbo between\n 294:01 Mr. Kwon and Mr. -- Ms. Murati?\n294:04 - 294:19 Toner, Helen 2025-10-08 00:00:35 DL2.201\n 294:04 THE WITNESS: I'm not sure.\n 294:05 BY MR. CULLERTON:\n 294:06 Q. Did you or anyone on the board make\n 294:07 any e\ufb00ort to verify whether this was the full\n 294:08 conversation thread that Mr. Sutskever included in\n 294:09 this document?\n 294:10 A. My recollection is that the\n 294:11 conversation as portrayed here was consistent with\n 294:12 what we understood from Mira, but I forget exactly\n 294:13 who we spoke to, in what order.\n 294:14 Q. All right. Did you speak to Ms.\n 294:15 Murati about this?\n 294:16 A. I don't remember if I spoke to her\n 294:17 about it or another independent board member spoke\n 294:18 to her about it, or if we had it solely by Ilya.\n 294:19 I'm not sure.\n297:13 - 297:15 Toner, Helen 2025-10-08 00:00:08 DL2.202\n 297:13 Q. And did you or anyone else on the\n 297:14 board ever discuss this allegation with Mr. Kwon?\n 297:15 A. No, not that I'm aware of.\n298:10 - 298:13 Toner, Helen 2025-10-08 00:00:11 DL2.203\n 298:10 You agree that Mr. Kwon would be in\n 298:11 the best position to know how he felt about his\n 298:12 interaction with Mr. Altman on the topic of DSB\n 298:13 review of GPT-4 Turbo, right?\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 40 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 41 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n298:15 - 298:15 Toner, Helen 2025-10-08 00:00:01 DL2.204\n 298:15 THE WITNESS: Sure.\n300:21 - 301:03 Toner, Helen 2025-10-08 00:00:17 DL2.205\n 300:21 Q. And you are aware that GPT-4 Turbo\n 300:22 ultimately went through DSB review as well?\n 300:23 A. I'm not sure.\n 300:24 Q. And are you aware that GPT-4 Turbo\n 300:25 was ultimately approved by the DSB?\n 301:01 A. As I said, I'm not sure whether it\n 301:02 went review -- through review, so I don't know if\n 301:03 it was approved.\n301:06 - 301:14 Toner, Helen 2025-10-08 00:00:19 DL2.206\n 301:06 Did you know whether GPT-4 Turbo\n 301:07 was required to go through DSB review?\n 301:08 A. I don't have a position on that.\n 301:09 Q. Okay. So you don't know whether it\n 301:10 was required to go through DSB review or not,\n 301:11 correct?\n 301:12 A. I don't know what they ultimately\n 301:13 determined, no. Or I've forgotten if I've been\n 301:14 told.\n301:15 - 301:19 Toner, Helen 2025-10-08 00:00:16 DL2.231\n 301:15 Q. And you don't believe that the\n 301:16 release of GPT-4 Turbo was unsafe to the public,\n 301:17 correct?\n 301:18 A. I am not aware of any major safety\n 301:19 concerns associated with the release, no.\n316:17 - 318:19 Toner, Helen 2025-10-08 00:02:14 DL2.210\n 316:17 Q. Ms. Toner, could you turn to Page\n 301.1 316:18 532 of that document.\n 316:19 A. Mm-hmm.\n 316:20 Q. Do you recognize these as the\n 316:21 screen shots you were sent recounting an exchange\n 316:22 between Mira Murati and Jason Kwon?\n 301.1.5 316:23 A. Yes.\n 316:24 Q. And on this first page, do you see\n 316:25 where Mira Murati states in this screen-shotted\n 317:01 conversation, \"On Turbo, going through DSB, I don't\n 317:02 really want to argue with people, and it takes no\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 41 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 42 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n 317:03 real extra e\ufb00ort to put together the review docs\n 317:04 for it. But Sam told me that you had said it\n 317:05 doesn't need to, per legal. Is this correct?\"\n 317:06 And then Mr. Kwon responds, \"Ugh\"?\n 317:07 A. Yes.\n 317:08 Q. And then if you turn over one page.\n 301.2.1 317:09 You see that Mr. Kwon states in this screen shot,\n 317:10 \"On Turbo, I actually said something di\ufb00erent,\n 317:11 which was, one, that people were saying it needed\n 317:12 DSB, but that it also didn't seem like that much\n 317:13 work and that it would be handled. And, two, we\n 317:14 should, going forward, not let anyone just decide\n 317:15 something goes through DSB but instead have a\n 317:16 lawyer, it doesn't have to be me, probably prefer\n 317:17 it that way, maybe Shay (ph), be the one to make\n 317:18 the determination, since it's a question of\n 317:19 interpretation of the contract.\"\n 317:20 Do you see that response from\n 317:21 Mr. Kwon there?\n 317:22 A. Yes.\n 317:23 Q. Even without further investigating\n 317:24 this interest -- this exchange and speaking with\n 317:25 Mr. Kwon directly, did these screen shots cause you\n 318:01 significant concerns about the safety review\n 318:02 processes at OpenAI and how they were being\n 318:03 handled?\n 318:04 A. I would say that it primarily\n 318:05 served to me as a further example cementing the\n 318:06 perception that we discussed at the board level,\n 318:07 that Sam had a habit of putting words in other\n 318:08 people's mouths to get people where he wanted them\n 318:09 to go, which was of concern for many reasons,\n 318:10 including the integrity of OpenAI's safety review\n 318:11 processes but also more generally.\n 318:12 Q. And I think you testified earlier\n 318:13 that you took some screen shots of these particular\n 318:14 screen shots in the document?\n 318:15 A. That's right.\n 318:16 Q. Why was that?\n 318:17 A. This seemed like a particularly\n 318:18 important and clear example of a pattern we were\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 42 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 43 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n Clear 318:19 concerned about.\n332:01 - 332:12 Toner, Helen 2025-10-08 00:00:30 DL2.212\n 332:01 The first thing -- you testified\n 332:02 earlier that it was your understanding that the DSB\n 332:03 process was such that if Microso 's three members\n 332:04 voted, and Sam voted along with them, that those\n 332:05 four votes would be su\ufb00icient to have approval\n 332:06 granted. Is that accurate?\n 332:07 A. That's my understanding. Yes.\n 332:08 Q. Are you aware of any instance in\n 332:09 which something was approved by the DSB by a vote\n 332:10 of the three Microso members and Sam?\n 332:11 A. I do not have any definitive\n 332:12 knowledge of votes going that way.\n332:13 - 332:20 Toner, Helen 2025-10-08 00:00:16 DL2.213\n 332:13 Q. You also testified earlier --\n 332:14 turning to a di\ufb00erent topic -- that it was your\n 332:15 impression, during the events of the November 17th\n 332:16 weekend, that Satya would be glad if Sam was\n 332:17 reinstated. Is that accurate?\n 332:18 A. Yes.\n 332:19 Q. And that was your impression?\n 332:20 A. Yes.\n334:11 - 334:24 Toner, Helen 2025-10-08 00:00:33 DL2.214\n 334:11 Satya himself never told you that,\n 334:12 specifically, Microso or he wanted Sam to be\n 334:13 reinstated; is that true?\n 334:14 A. Not directly. That's true.\n 334:15 Q. Did anyone else at Microso ever\n 334:16 tell you directly that they wanted Sam to be\n 334:17 reinstated?\n 334:18 A. Not to my recollection.\n 334:19 Q. And you also testified that you had\n 334:20 the impression that Microso wanted Sam to be\n 334:21 reinstated, in part, because Microso was part of\n 334:22 a coalition that was pushing to have Sam\n 334:23 reinstated. Is that accurate?\n 334:24 A. Yes.\n336:09 - 336:15 Toner, Helen 2025-10-08 00:00:12 DL2.215\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 43 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 44 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n 336:09 Q. And, again, regarding this DL2.215\n 336:10 impression that Microso was part of a coalition\n 336:11 pushing to reinstate Sam, no one at Microso ever\n 336:12 told you specifically that they were part of a\n 336:13 coalition to push to reinstate Sam; is that\n 336:14 correct?\n 336:15 A. That's correct.\n337:12 - 338:06 Toner, Helen 2025-10-08 00:00:48 DL2.216\n 337:12 Q. And on that Sunday night call, the\n 337:13 board also asked Mr. Nadella to issue a public\n 337:14 statement of support for Mr. Shear; is that true?\n 337:15 A. That sounds right. I forget if\n 337:16 that was a separate ask from us including in our\n 337:17 message or the same ask.\n 337:18 Q. And you also testified that during\n 337:19 that conversation, Mr. Nadella said that Microso\n 337:20 would, of course, continue to support the\n 337:21 OpenAI-Microso partnership?\n 337:22 A. I forget the exact wording, but it\n 337:23 was something along the lines of, of course we'll\n 337:24 continue working together. Of course we'll\n 337:25 continue partnering with OpenAI.\n 338:01 That's my recollection.\n 338:02 Q. And Mr. Nadella did tweet on Sunday\n 338:03 night that he was excited to work with Mr. Shear as\n 338:04 the interim CEO of OpenAI, didn't he?\n 338:05 A. I don't exactly recall, but that\n 338:06 sounds about right.\n339:17 - 340:11 Toner, Helen 2025-10-08 00:00:48 DL2.217\n 339:17 Q. Did you ever express to Mr. Nadella\n 339:18 that you were concerned that Microso was putting\n 339:19 pressure on OpenAI to reinstate Mr. Altman?\n 339:20 A. I don't recall.\n 339:21 Q. Did you send any e-mails to\n 339:22 Mr. Nadella expressing a concern about this\n 339:23 pressure?\n 339:24 A. I don't believe.\n 339:25 Q. Did you ever discuss with anyone\n 340:01 else at Microso that you were concerned that\n 340:02 Microso was putting pressure on OpenAI to\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 44 / 45\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-3 Filed 05/29/26 Page 45 of 45\n DL2 - Helen Toner All\nDESIGNATION SOURCE DURATION ID\n 340:03 reinstate Mr. Altman?\n 340:04 A. I don't believe so.\n 340:05 Q. Did you send any e-mails to OpenAI,\n 340:06 the OpenAI board, about your concerns that\n 340:07 Microso was putting pressure on the OpenAI board\n 340:08 to reinstate Sam?\n 340:09 A. We were communicating primarily via\n 340:10 video call and tending to not put things in\n 340:11 writing. So no.\n\n\n\n Plainti\ufb00 A\ufb00irmative 00:39:22\n OAI Counters to Musk A\ufb00 00:24:21\n Musk Counters to OAI Counter 00:05:18\n MSFT Counters to Musk A\ufb00 00:05:21\n TOTAL RUN TIME 01:14:22\n\n\n\n Documents linked to video:\n 301\n 304\n 1040\n 1046\n 1049_1\n\n\n\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 45 / 45\n MSFT Counters to Musk A\ufb00\n\f","ocr_status":2,"date_upload":"2026-05-29T14:05:15.272936-07:00","document_number":"601","attachment_number":3,"pacer_doc_id":"035027190060","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit 1702","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/480905851/","id":480905851,"tags":[],"absolute_url":"/docket/69013420/601/4/musk-v-altman/","date_created":"2026-05-29T14:04:41.433402-07:00","date_modified":"2026-05-30T05:58:41.338963-07:00","sha1":"42bac203cde27a429f4d84e4c6b651c4d129f8d8","page_count":30,"file_size":626728,"filepath_local":"recap/gov.uscourts.cand.433688/gov.uscourts.cand.433688.601.4.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cand.433688/gov.uscourts.cand.433688.601.4.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 4:24-cv-04722-YGR Document 601-4 Filed 05/29/26 Page 1 of 30\n\n\n\nTasha McCauley All\n United States District Court\n Northern District of California\n\n\n\n\n \u03c0 PLAINTIFF \u03c0\n Case No. 4:24-CV-04722-YGR\n Case Title Musk et al. v. Altman et al.\n\nDesignation List Report Exhibit No. 1703\n Date Entered\n Mark Busby, Clerk\n By: , Deputy Clerk\n\n\n\n\n Mccauley, Tasha 2025-09-30\n\n\n\n Plainti\ufb00 A\ufb00irmative 00:27:43\n OAI Counters to Musk A\ufb00 00:22:37\n Musk Counters to OAI Counter 00:00:23\n MSFT Counters to Musk A\ufb00 00:00:59\n TOTAL RUN TIME 00:51:41\n\n\n\n Documents linked to video:\n 319\n\n\n\n\n ID: DL4\n 2026-05-07\n\f Case 4:24-cv-04722-YGR Document 601-4 Filed 05/29/26 Page 2 of 30\n DL4 - Tasha McCauley All\nDESIGNATION SOURCE DURATION ID\n\n 10:03 - 10:04 Mccauley, Tasha 2025-09-30 00:00:03 DL4.1\n 10:03 Please state your full name for the record.\n 10:04 THE WITNESS: My name is Tasha McCauley.\n 16:13 - 16:21 Mccauley, Tasha 2025-09-30 00:00:21 DL4.2\n 16:13 Q. Did you previously work at an organization\n 16:14 called E\ufb00ective Ventures?\n 16:15 A. I had a board position there.\n 16:16 Q. Okay.\n 16:17 And what does E\ufb00ective Ventures do?\n 16:18 A. It was an organization that oversaw a number of\n 16:19 other organizations working across a variety of cause\n 16:20 areas, some of which were AI related, some of which were\n 16:21 focused on AI.\n 18:06 - 18:12 Mccauley, Tasha 2025-09-30 00:00:18 DL4.3\n 18:06 Q. Other than E\ufb00ective Ventures, have you ever\n 18:07 been associated with an organization --\n 18:08 (Stenographer clarification.)\n 18:09 Q. (By Mr. Hawes) -- that has advocated views on\n 18:10 AI safety?\n 18:11 A. Yes. The Center for AI Governance is another\n 18:12 organization that I have a board position on.\n 20:13 - 20:15 Mccauley, Tasha 2025-09-30 00:00:07 DL4.4\n 20:13 Q. (By Mr. Hawes) Just to back up, when did you\n 20:14 first join OpenAI?\n 20:15 A. I joined in November of 2018.\n 42:10 - 42:22 Mccauley, Tasha 2025-09-30 00:01:06 DL4.5\n 42:10 During your time on the board, did OpenAI have\n 42:11 a conflict of interest policy?\n 42:12 A. Yes, I -- there was a -- well, certainly a\n 42:13 company conflict of interest policy, and there was a\n 42:14 conflict of interest policy that I -- I want to be\n 42:15 careful not to speculate here, because I don't remember\n 42:16 what the requirement of that policy stated in terms of\n 42:17 kind of, like, frequency of disclosure and stu\ufb00 like\n 42:18 that.\n 42:19 So, but I will say -- I will say I think that I\n 42:20 was -- I and other independent board members were\n 42:21 interested in having, like, a more robust process for\n 42:22 conflict disclosures, yes.\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 2 / 30\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-4 Filed 05/29/26 Page 3 of 30\n DL4 - Tasha McCauley All\nDESIGNATION SOURCE DURATION ID\n 46:07 - 46:18 Mccauley, Tasha 2025-09-30 00:00:35 DL4.6\n 46:07 Q. And you mentioned that you were trying to\n 46:08 implement a more robust process.\n 46:09 A. We were --\n 46:10 Q. Why were you trying to do that?\n 46:11 A. I think -- I think -- well, the fact that we\n 46:12 didn't have a comprehensive process in place made us\n 46:13 concerned that we might miss important external\n 46:14 activities that might have been useful for the board to\n 46:15 know about.\n 46:16 And I think, in particular, I do remember some\n 46:17 conversations with the independent board members where\n 46:18 we had those concerns about -- about Sam in particular.\n 46:19 - 46:25 Mccauley, Tasha 2025-09-30 00:00:35 DL4.164\n 46:19 Q. What were your concerns about Sam in\n 46:20 particular?\n 46:21 A. I think it was -- it was unclear to us whether\n 46:22 he might have, you know, either -- either investments or\n 46:23 activities that he might have been gaining from without\n 46:24 the board knowing that -- that could have impacted\n 46:25 his -- his consideration as a board member of OpenAI.\n 49:11 - 49:11 Mccauley, Tasha 2025-09-30 00:00:02 DL4.7\n 49:11 What were those concerns?\n 50:16 - 50:22 Mccauley, Tasha 2025-09-30 00:00:42 DL4.8\n 50:16 We had some concerns around Sam's ownership of\n 50:17 OpenAI fund; and I think, in particular, you know,\n 50:18 concern that this wasn't disclosed to the board and\n 50:19 concern for what this might mean for, you know, the\n 50:20 company, for investors in OpenAI, for -- sorry.\n 50:21 OpenAI startup fund -- apologies -- to be\n 50:22 specific about what fund.\n 53:06 - 53:08 Mccauley, Tasha 2025-09-30 00:00:08 DL4.10\n 53:06 And what was your understanding of the specific\n 53:07 concerns that Mr. D'Angelo had regarding Mr. Altman's\n 53:08 interests in the OpenAI Startup Fund.\n 53:13 - 53:20 Mccauley, Tasha 2025-09-30 00:00:31 DL4.11\n 53:13 A. I think the specific concern was that the\n 53:14 activity of the fund -- well, for one, that we didn't\n 53:15 know that Sam owned the fund was, you know, concerning.\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 3 / 30\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-4 Filed 05/29/26 Page 4 of 30\n DL4 - Tasha McCauley All\nDESIGNATION SOURCE DURATION ID\n 53:16 I think the activities of the fund -- you know,\n 53:17 I want to make sure I'm recalling accurately enough that\n 53:18 I would say that perhaps that, you know, any activities\n 53:19 of the fund were working against the interest of OpenAI\n 53:20 investors. For example --\n 53:22 - 53:25 Mccauley, Tasha 2025-09-30 00:00:11 DL4.12\n 53:22 THE WITNESS: -- any employee time that might\n 53:23 have been being spent on the -- the fund; in particular,\n 53:24 if employees were getting, you know, equity from the\n 53:25 fund in addition -- you know, for -- if they were taking\n 54:01 - 54:17 Mccauley, Tasha 2025-09-30 00:01:09 DL4.13\n 54:01 time away from -- from working on OpenAI, there was a\n 54:02 question of whether OpenAI shareholders should -- should\n 54:03 benefit from employee time being -- I believe, you know,\n 54:04 if I'm recalling the discussions correctly, it was\n 54:05 discussions of that nature.\n 54:06 Also corporate opportunity questions of\n 54:07 whether, sort of, products that -- or features that were\n 54:08 being o\ufb00ered to -- to startup fund participants,\n 54:09 startup fund companies, maybe before -- before general\n 54:10 releases that may have given them an advantage that --\n 54:11 I'm -- I apologize. I'm just trying to remember\n 54:12 accurately what some of the discussions were.\n 54:13 I think it was really just questions of whether\n 54:14 the fund was benefiting Sam, whether the fund was\n 54:15 su\ufb00iciently -- it was, you know, taking away from\n 54:16 potential returns for -- for OpenAI investors. That was\n 54:17 the primary gist of it.\n 56:02 - 56:07 Mccauley, Tasha 2025-09-30 00:00:25 DL4.73\n 56:02 To your knowledge, did OpenAI provide products\n 56:03 to companies in which the OpenAI Startup Fund had\n 56:04 invested on a prioritized basis?\n 56:05 A. I -- I remember discussion of that concern. I\n 56:06 do not recall specific -- specifically whether or not\n 56:07 that happened.\n 59:12 - 59:18 Mccauley, Tasha 2025-09-30 00:00:11 DL4.14\n 59:12 Q. Did the board, in fact, fire Mr. Altman from\n 59:13 his position as board member and CEO of OpenAI, Inc.,?\n 59:14 on November 16th, 2023?\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 4 / 30\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-4 Filed 05/29/26 Page 5 of 30\n DL4 - Tasha McCauley All\nDESIGNATION SOURCE DURATION ID\n 59:15 A. Yes.\n 59:16 Q. Were you one of the board members who voted to\n 59:17 remove Mr. Altman?\n 59:18 A. I was.\n 65:16 - 65:22 Mccauley, Tasha 2025-09-30 00:00:23 DL4.74\n 65:16 Is it accurate that the board had been\n 65:17 deadlocked over which AI safety expert to add?\n 65:18 A. Yes. Yeah.\n 65:19 Q. Which AI safety expert did you favor hiring?\n 65:20 A. Well, I think I had, you know, positive views\n 65:21 on a couple of them and, you know, there were pros and\n 65:22 cons to each.\n 68:05 - 68:07 Mccauley, Tasha 2025-09-30 00:00:09 DL4.15\n 68:05 Q. Was it your understanding that notwithstanding\n 68:06 the statements he would make, Mr. Altman, in truth,\n 68:07 opposed the AI safety candidates?\n 68:09 - 68:18 Mccauley, Tasha 2025-09-30 00:00:51 DL4.16\n 68:09 THE WITNESS: You know, I -- I think -- I think\n 68:10 a concern that I had was that -- and I think a concern\n 68:11 that was spoken amongst, you know, the independent board\n 68:12 members at the time was that we were worried that Sam\n 68:13 didn't want to lose control of the board.\n 68:14 So I think -- I don't know about whether it was\n 68:15 specifically about an AI safety board member or not. I\n 68:16 think it was more a question of whoever we brought on,\n 68:17 whether they were going to be favorable to, kind of,\n 68:18 Sam's wishes or -- or not.\n 69:22 - 69:25 Mccauley, Tasha 2025-09-30 00:00:15 DL4.17\n 69:22 Q. Was Mr. Altman's handling of this situation one\n 69:23 of the factors you considered in dismissing him?\n 69:24 A. Yes. I would say we were -- we were --\n 69:25 speaking for myself, I was concerned, very concerned,\n 70:01 - 70:04 Mccauley, Tasha 2025-09-30 00:00:10 DL4.78\n 70:01 that the premise of the board, we -- that the design of\n 70:02 the structure and the way the board was intended to be\n 70:03 set up was that the board was -- had a majority of\n 70:04 disinterested members.\n 80:01 - 80:11 Mccauley, Tasha 2025-09-30 00:00:36 DL4.20\n 80:01 Would the release of unapproved models by\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 5 / 30\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-4 Filed 05/29/26 Page 6 of 30\n DL4 - Tasha McCauley All\nDESIGNATION SOURCE DURATION ID\n 80:02 OpenAI present an AI safety risk?\n 80:03 A. Yes, it potentially could. You know, I think,\n 80:04 as I said before, we didn't know of any specific --\n 80:05 specific risks with these particular models, but\n 80:06 there's absolutely the risk that models can -- can\n 80:07 contain -- you know, that models can present risks; that\n 80:08 they can have unintended consequences, so for that\n 80:09 reason, having these processes in place was -- was very\n 80:10 crucial in the eyes of, you know, the board; at least\n 80:11 myself, I'll say.\n 83:21 - 83:24 Mccauley, Tasha 2025-09-30 00:00:12 DL4.22\n 83:21 Q. And at some point, did you learn that\n 83:22 Mr. Altman had attributed the statement to you that\n 83:23 Ms. Toner should obviously leave the board?\n 83:24 A. Yes.\n 84:10 - 84:20 Mccauley, Tasha 2025-09-30 00:00:44 DL4.23\n 84:10 Q. How did you react upon hearing about that?\n 84:11 A. I was very displeased. This was absolutely not\n 84:12 reflective of something I said or thought in any way. I\n 84:13 think Helen was a -- a good independent board member. I\n 84:14 don't think -- I think Sam didn't -- well, I won't\n 84:15 speculate, but I was very displeased and very concerned.\n 84:16 I believe I called -- I called some other board\n 84:17 members. I called Adam, I called Helen, and we\n 84:18 discussed the fact that there was an untrue thing being\n 84:19 said, it seemed with the intention of -- of pushing\n 84:20 Helen o\ufb00 the board.\n 84:21 - 84:23 Mccauley, Tasha 2025-09-30 00:00:05 DL4.24\n 84:21 Q. And was Mr. Altman's handling of that situation\n 84:22 one of the factors you considered in dismissing him?\n 84:23 A. Yes.\n 85:17 - 86:21 Mccauley, Tasha 2025-09-30 00:01:50 DL4.25\n 85:17 Q. What did Mr. Sutskever's e-mail about\n 85:18 Mr. Altman contain?\n 85:19 A. It contained a number of examples of what he\n 85:20 considered dishonest behavior or problematic behavior; I\n 85:21 would say some of the concerns we were considering. So\n 85:22 there were -- maybe I'll just back out to say there was\n 85:23 a few buckets of concerns.\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 6 / 30\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-4 Filed 05/29/26 Page 7 of 30\n DL4 - Tasha McCauley All\nDESIGNATION SOURCE DURATION ID\n 85:24 There was concern about sort of our ability to\n 85:25 oversee -- you know, properly oversee the company and\n 86:01 whether there was sort of resistance to oversight.\n 86:02 There were -- there were concerns about, you\n 86:03 know, lies, honesty, you know.\n 86:04 There were concerns about, you know, the senior\n 86:05 leaders and what they -- what we were hearing that they\n 86:06 were perceiving as kind of a lot of chaos, a lot of what\n 86:07 they -- I think what, perhaps, Mira described as kind of\n 86:08 repeated crisis events. I think maybe what she said\n 86:09 was, like, every few months or something like that, they\n 86:10 were kind of having these crisis events and that it was\n 86:11 mostly stemming from Sam's behavior.\n 86:12 So -- so the e-mail that -- that Ilya sent\n 86:13 included a very lengthy -- well, you know, lengthy\n 86:14 document -- I don't recall exactly how long it was, but\n 86:15 dozens of pages of examples of di\ufb00erent chaotic events\n 86:16 that had occurred from -- from Sam's behavior or lies he\n 86:17 had told.\n 86:18 Q. And the conduct you just described, the\n 86:19 problematic behavior, the lies and the crisis events,\n 86:20 those were attributed to Mr. Altman's behavior?\n 86:21 A. Yes. Yes.\n 88:02 - 88:05 Mccauley, Tasha 2025-09-30 00:00:08 DL4.26\n 88:02 Q. As an OpenAI board member, was it important to\n 88:03 you that models, products like GPT Turbo, be approved by\n 88:04 the joint safety board?\n 88:05 A. Yes.\n 88:09 - 88:12 Mccauley, Tasha 2025-09-30 00:00:11 DL4.27\n 88:09 Q. Did Mr. Altman's misstatement about whether the\n 88:10 company's legal department had told him that GPT-4 Turbo\n 88:11 didn't need to go through the joint safety board, did\n 88:12 that cause you concerns?\n 88:14 - 88:15 Mccauley, Tasha 2025-09-30 00:00:04 DL4.28\n 88:14 THE WITNESS: It did definitely cause me\n 88:15 concerns, yes.\n 89:02 - 89:05 Mccauley, Tasha 2025-09-30 00:00:08 DL4.29\n 89:02 Was your understanding of Mr. Altman's handling\n 89:03 of the GPT-4 Turbo situation one of the factors you\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 7 / 30\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-4 Filed 05/29/26 Page 8 of 30\n DL4 - Tasha McCauley All\nDESIGNATION SOURCE DURATION ID\n 89:04 considered in dismissing him?\n 89:05 A. Yes.\n 89:07 - 89:08 Mccauley, Tasha 2025-09-30 00:00:05 DL4.30\n 89:07 did Mr. Altman engage in any other conduct that\n 89:08 contributed to your decision to dismiss him?\n 89:12 - 90:11 Mccauley, Tasha 2025-09-30 00:01:29 DL4.32\n 89:12 I think there were, you\n 89:13 know, in the course of being on the board, you know,\n 89:14 many -- many smaller interactions that gave me real --\n 89:15 real doubt as to whether I could trust what the CEO was\n 89:16 telling us, and I know that in my discussions with other\n 89:17 board members, they had the same kind of concerns.\n 89:18 Employees from inside the company were, over\n 89:19 the course of, you know, years had surfaced similar\n 89:20 concerns that -- that Sam's -- that a pattern of\n 89:21 dishonesty was a very di\ufb00icult component of -- of Sam's\n 89:22 leadership.\n 89:23 And, you know, when I think about some of the\n 89:24 other things that I was hearing from the senior leaders,\n 89:25 you know, right in the immediate, you know, weeks\n 90:01 preceding Sam's firing, you know, descriptions of what\n 90:02 was, you know, kind of a -- a toxic culture from lying\n 90:03 and this kind of thing, that was leading to these --\n 90:04 these kinds of crisis events.\n 90:05 Or another concern that I had was -- was, you\n 90:06 know, because of this pattern of lying, that a lot of\n 90:07 people in the company, you know -- as was being reported\n 90:08 to me, people in the company were copying that behavior,\n 90:09 and there was kind of a culture of lying and a culture\n 90:10 of, you know, yeah, deceit. And I think for us, as a\n 90:11 board, this -- this was just extremely concerning.\n 90:12 - 91:07 Mccauley, Tasha 2025-09-30 00:01:05 DL4.33\n 90:12 I mean, again, I think this is concerning in\n 90:13 any company, any regular for-profit company; that's just\n 90:14 extremely concerning behavior. But in particular for\n 90:15 this company, because we were a non-profit board and our\n 90:16 mandate was to be able to e\ufb00ectively oversee the\n 90:17 company -- a for-profit company that was underneath us,\n 90:18 and our primary way of doing that was very much being\n 90:19 called into question, because we weren't -- we did not\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 8 / 30\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-4 Filed 05/29/26 Page 9 of 30\n DL4 - Tasha McCauley All\nDESIGNATION SOURCE DURATION ID\n 90:20 have a high degree of confidence at all that we would be\n 90:21 able to trust that the information being conveyed to us\n 90:22 was su\ufb00icient to let us make decisions in an informed\n 90:23 way and -- and that -- that's, you know, very\n 90:24 fundamental to -- to the reasoning we had.\n 90:25 I think I had mentioned before, you know, we\n 91:01 knew that stakes were going to get a lot higher going\n 91:02 forward. Stakes were, as they were at the time, which\n 91:03 was, you know, reasonably high as it was, but when we\n 91:04 thought about being able to oversee the kinds of complex\n 91:05 decisions that would be presented to us years down the\n 91:06 line, it became very, very concerning to us that we\n 91:07 would be able to.\n 96:13 - 96:15 Mccauley, Tasha 2025-09-30 00:00:08 DL4.34\n 96:13 was the expectation at\n 96:14 OpenAI that Mr. Altman was going to receive a\n 96:15 significant equity stake in the company?\n 96:18 - 96:22 Mccauley, Tasha 2025-09-30 00:00:15 DL4.35\n 96:18 A. There had been -- the time that I was on the\n 96:19 board, there were discussions in both directions and\n 96:20 discussions that he was not going to take equity and\n 96:21 later discussions that he was eventually going to take\n 96:22 equity, I think, so --\n 96:23 - 97:11 Mccauley, Tasha 2025-09-30 00:01:00 DL4.36\n 96:23 Q. When were the discussions that he was\n 96:24 eventually going to take equity?\n 96:25 A. The first such discussion that I recall -- I\n 97:01 can't say with certainty when it was, but I want to\n 97:02 say -- I'm -- I'm going to broadly say, you know,\n 97:03 possibly sometime in 2021 or something. I don't know --\n 97:04 I don't know specifically.\n 97:05 Q. And who was involved in those discussions?\n 97:06 A. I had a discussion with Sam, I think, where I\n 97:07 cited a previous conversation we had had where he said\n 97:08 that he did not -- that he -- what I recall, that he had\n 97:09 said that he wasn't planning to take equity in the\n 97:10 company and citing that, he corrected me that he did\n 97:11 plan to take equity at some point.\n 97:12 - 97:17 Mccauley, Tasha 2025-09-30 00:00:19 DL4.79\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 9 / 30\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-4 Filed 05/29/26 Page 10 of 30\n DL4 - Tasha McCauley All\nDESIGNATION SOURCE DURATION ID\n 97:12 Q. And so in 2021, Mr. Altman communicated to you DL4.79\n 97:13 that he planned to take equity at some point. What\n 97:14 specifically did he say?\n 97:15 A. There weren't specifics provided then. He\n 97:16 didn't -- he didn't say a specific plan or a specific\n 97:17 time frame or a specific amount at that time.\n 97:18 - 97:21 Mccauley, Tasha 2025-09-30 00:00:10 DL4.171\n 97:18 Q. Were there any other discussions with\n 97:19 Mr. Altman where he communicated to you that he planned\n 97:20 to eventually take equity?\n 97:21 A. I don't recall.\n100:03 - 101:04 Mccauley, Tasha 2025-09-30 00:02:11 DL4.37\n 100:03 A er the board announced that it was firing\n 100:04 Mr. Altman on Friday, November 17th, what happened next?\n 100:05 A. It's hard to summarize the following five days,\n 100:06 but I'll say what happened next was we immediately began\n 100:07 working with Mira on the transition. She communicated,\n 100:08 I think, right away -- actually, I believe, if I recall\n 100:09 correctly, you know, before the actual moment where we\n 100:10 told Sam; again, communicating with Microso , you know,\n 100:11 sort of managing the di\ufb00erent e\ufb00ects from the\n 100:12 announcement of the transition.\n 100:13 Apologies.\n 100:14 And I -- in the first number of hours following\n 100:15 the announcement, actually by her reports -- reporting\n 100:16 to us, things seemed to be going quite well and the\n 100:17 transition from her perspective, I think, was happening\n 100:18 in a -- in a pretty smooth way.\n 100:19 Later, things started to change. Mira got in\n 100:20 touch with us and said that there was some tension\n 100:21 happening because -- by her -- by the way she said it to\n 100:22 us was that Sam and Ilya are calling everybody saying\n 100:23 that there's been an evil coup by -- or a coup by\n 100:24 Ilya -- I think later described, maybe, as an evil coup;\n 100:25 I'm not sure -- and that this sparked a bunch of fear\n 101:01 and -- and upset in the company, you know, so I think\n 101:02 the fallout from that was something we had to contend\n 101:03 with for the next period of time, and that was -- that\n 101:04 was definitely destabilizing to the process.\n101:06 - 101:19 Mccauley, Tasha 2025-09-30 00:00:43 DL4.80\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 10 / 30\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-4 Filed 05/29/26 Page 11 of 30\n DL4 - Tasha McCauley All\nDESIGNATION SOURCE DURATION ID\n 101:06 You mentioned that you were communicating with DL4.80\n 101:07 Microso . Who were you communicating with at\n 101:08 Microso ?\n 101:09 A. Mira was communicating directly with Microso .\n 101:10 I don't recall o\ufb00hand who was on the initial call that\n 101:11 she had that day, but she was, you know, frequently in\n 101:12 touch with Microso and was -- was kind of the\n 101:13 administrator of that -- of that communication and -- on\n 101:14 behalf of the board --\n 101:15 (Stenographer clarification.)\n 101:16 THE WITNESS: -- during that process.\n 101:17 Q. (By Mr. Hawes) Were you personally\n 101:18 communicating with anyone from Microso ?\n 101:19 A. Not on -- not at that time. Not on that day.\n101:20 - 101:24 Mccauley, Tasha 2025-09-30 00:00:10 DL4.38\n 101:20 Q. Did you later communicate with anyone from\n 101:21 Microso ?\n 101:22 A. Satya -- Satya spoke with us at a later point.\n 101:23 Q. And who is Satya?\n 101:24 A. Satya Nadella, the CEO of Microso .\n102:13 - 102:17 Mccauley, Tasha 2025-09-30 00:00:25 DL4.81\n 102:13 Q. And you mentioned that \"He spoke with us.\" Who\n 102:14 are you referring to when you say \"us\"?\n 102:15 A. It was, by the best of my recollection,\n 102:16 myself, Adam, Helen -- Adam D'Angelo, Helen Toner, and\n 102:17 Ilya Sutskever.\n102:18 - 103:01 Mccauley, Tasha 2025-09-30 00:00:30 DL4.166\n 102:18 Q. How o en did you and those other directors\n 102:19 speak with Mr. Nadella over the next few days a er\n 102:20 Mr. Altman's firing?\n 102:21 A. That's the only conversation that I recall\n 102:22 participating in. I believe it's -- I don't want to\n 102:23 speculate. I think it's possible other directors may\n 102:24 have spoken to him further, but I didn't that I recall;\n 102:25 or at least I don't recall having any further\n 103:01 conversations with Satya.\n103:02 - 103:13 Mccauley, Tasha 2025-09-30 00:00:42 DL4.39\n 103:02 Q. So in that one conversation that you remember\n 103:03 on the Sunday following Mr. Altman's dismissal --\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 11 / 30\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-4 Filed 05/29/26 Page 12 of 30\n DL4 - Tasha McCauley All\nDESIGNATION SOURCE DURATION ID\n 103:04 A. Um-hum.\n 103:05 Q. -- what do you recall being discussed?\n 103:06 A. I recall -- to the best of my recollection,\n 103:07 Satya wanted to restore things to as they had been. I\n 103:08 think he was asking if -- if we would consider\n 103:09 reinstating Sam. You know, I don't remember the\n 103:10 specific words. I remember that being kind of the --\n 103:11 the basic objective of the conversation, I think, and we\n 103:12 did not agree that that was the right step for us to\n 103:13 take.\n121:24 - 122:01 Mccauley, Tasha 2025-09-30 00:00:05 DL4.84\n 121:24 Q. (By Mr. Hawes) Did the board ultimately decide\n 121:25 to reinstate Mr. Altman?\n 122:01 A. The board did, yeah.\n122:04 - 122:08 Mccauley, Tasha 2025-09-30 00:00:13 DL4.157\n 122:04 Q. What was your role in that decision?\n 122:05 A. I was one of the board members who was involved\n 122:06 in the -- the many, many, many discussions over the\n 122:07 course of the following days, the days following the\n 122:08 firing.\n123:04 - 124:22 Mccauley, Tasha 2025-09-30 00:02:49 DL4.86\n 123:04 Q. (By Mr. Hawes) A er Mr. Altman was\n 123:05 reinstated, did you resign from the board?\n 123:06 A. I did, yes.\n 123:07 Q. Why did you resign?\n 123:08 A. Well, a piece of what happened in the a ermath\n 123:09 of the firing, I think an important piece, is -- first\n 123:10 of all, I think there was confusion about what was --\n 123:11 what was going on; and there was also, you know, a\n 123:12 tender o\ufb00er out to the employees. So this combination\n 123:13 of things, I think, made it very di\ufb00icult for the\n 123:14 employees to -- and also, we -- we felt that we\n 123:15 couldn't -- we weren't -- we didn't really have an\n 123:16 e\ufb00ective mechanism to accurately convey the set of\n 123:17 things that had motivated us as a board for a number of\n 123:18 reasons. And so the -- the employees of the company, I\n 123:19 think, had -- didn't have confidence in keeping the\n 123:20 board as it was; so we made the decision to restructure\n 123:21 the board and, as I said before, keep one of the\n 123:22 existing members going forward and bring on a couple of\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 12 / 30\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-4 Filed 05/29/26 Page 13 of 30\n DL4 - Tasha McCauley All\nDESIGNATION SOURCE DURATION ID\n 123:23 additional members.\n 123:24 I think the decision and -- and some of the\n 123:25 stipulations we had in making that decision were that\n 124:01 Sam would not be on this restructured board; that there\n 124:02 would be a very thorough independent investigation to\n 124:03 look into some of the behaviors and, you know, to -- I\n 124:04 think the whole process, but from our perspective in\n 124:05 particular, some of the behaviors that we were concerned\n 124:06 with.\n 124:07 We also had discussed a few di\ufb00erent\n 124:08 governance mechanisms that we thought would be important\n 124:09 to carry forward and discussed those with the board\n 124:10 members that were going to be on the newly composed\n 124:11 board.\n 124:12 So with those di\ufb00erent mechanisms, we felt\n 124:13 that we reached an agreeable point where we felt that\n 124:14 there was a chance for a thorough investigation, some\n 124:15 new oversight mechanisms, you know, some board members\n 124:16 who, you know, we had at least, you know, I think,\n 124:17 some -- some hope that -- that they could provide\n 124:18 su\ufb00icient corporate governance.\n 124:19 And -- and I think the alternative that we were\n 124:20 seeing where, you know, if there was significant\n 124:21 destabilization or a breaking of the company, we did not\n 124:22 feel would best serve OpenAI's mission.\n129:17 - 129:25 Mccauley, Tasha 2025-09-30 00:00:26 DL4.44\n 129:17 Q. What experience led you to believe that\n 129:18 self-governance cannot reliably withstand the pressure\n 129:19 of profit incentives?\n 129:20 A. The experience we had at OpenAI -- I think part\n 129:21 of the way I described it toward the beginning, which\n 129:22 is -- I think the reason we were optimistic is because\n 129:23 the company was oriented in a very public way around its\n 129:24 mission, and it had created a structure that would allow\n 129:25 the empowerment of that mission, even in the face of\n130:01 - 130:12 Mccauley, Tasha 2025-09-30 00:01:08 DL4.45\n 130:01 extreme pressure from investors, for example.\n 130:02 But the piece that would make that work\n 130:03 correctly was really, you know, the leadership and the\n 130:04 leadership's willingness to allow the board the proper\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 13 / 30\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-4 Filed 05/29/26 Page 14 of 30\n DL4 - Tasha McCauley All\nDESIGNATION SOURCE DURATION ID\n 130:05 oversight, allow the board to make decisions that were\n 130:06 informed. And because we didn't have that piece, we\n 130:07 were not able to really make that innovative structure\n 130:08 work at OpenAI.\n 130:09 That's not to say that it's impossible for a\n 130:10 self-governance structure to work. What we were saying\n 130:11 here is, it can't reliably -- this can't be the primary\n 130:12 mechanism by which AI governance happens.\n130:14 - 130:25 Mccauley, Tasha 2025-09-30 00:00:46 DL4.46\n 130:14 THE WITNESS: Basically, that we need good\n 130:15 regulatory frameworks to support the responsible\n 130:16 development of AI, because if we're relying on private\n 130:17 companies to consider the interests of the public, they\n 130:18 can't be ultimately responsible for doing that because\n 130:19 of the potential for these internal misalignments that\n 130:20 come from -- the situation I've described, that come\n 130:21 from interests that are at odds with one another.\n 130:22 And it all comes down to kind of one CEO making\n 130:23 those decisions, and we have the public good at stake.\n 130:24 That's very sub-optimal, so -- so that's what this was\n 130:25 saying.\n131:16 - 131:25 Mccauley, Tasha 2025-09-30 00:00:29 DL4.47\n 131:16 Q. In your time on the board, what profit\n 131:17 incentives did OpenAI experience?\n 131:18 A. Well, the company was developing -- you know,\n 131:19 was commercializing a number of products in the time\n 131:20 that I was there, so it stood to make money on those\n 131:21 products, and those are the profit incentives I'm\n 131:22 talking about.\n 131:23 I'm also talking about profit incentives for --\n 131:24 for investors who had invested in the company -- well,\n 131:25 let me just make sure I see the wording exactly.\n132:11 - 132:12 Mccauley, Tasha 2025-09-30 00:00:04 DL4.48\n 132:11 Q. Was OpenAI able to withstand those profit\n 132:12 incentives e\ufb00ectively?\n132:14 - 132:20 Mccauley, Tasha 2025-09-30 00:00:26 DL4.49\n 132:14 THE WITNESS: In my experience -- I mean, this\n 132:15 is at the heart of the issue we're talking about. In my\n 132:16 experience, we were concerned that, you know, decisions\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 14 / 30\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-4 Filed 05/29/26 Page 15 of 30\n DL4 - Tasha McCauley All\nDESIGNATION SOURCE DURATION ID\n 132:17 were being made that we didn't see as prioritizing the\n 132:18 mission that the company was oriented around. And in\n 132:19 our experience, that seemed to have potentially been\n 132:20 motivated by profit interests.\n133:15 - 133:25 Mccauley, Tasha 2025-09-30 00:00:35 DL4.50\n 133:15 What did not work about the for-profit\n 133:16 subsidiary structure?\n 133:17 A. I think what I described before about -- I do\n 133:18 think the -- the reason I say that we went in cautiously\n 133:19 optimistic about the structure itself -- I mean, the\n 133:20 structure was being conceived of when I joined the\n 133:21 company. As I said, I joined when it was still a\n 133:22 non-profit, so I was there -- came in kind of like right\n 133:23 before it -- it transitioned.\n 133:24 And I think, structurally, we were optimistic.\n 133:25 I was optimistic upon coming in and Helen, as she said\n134:01 - 134:13 Mccauley, Tasha 2025-09-30 00:00:43 DL4.51\n 134:01 in this article as well, that that structure would lend\n 134:02 itself a good chance of self-governance if we were\n 134:03 achieving the necessary leadership buy-in.\n 134:04 And that's the piece that I think didn't work\n 134:05 about this. I think the piece that didn't work was that\n 134:06 we did not have confidence that we could properly\n 134:07 oversee as -- as was mandated for us. Our -- one of\n 134:08 our, you know, primary duties as board members was to\n 134:09 oversee the activities of the non-profit and ensure that\n 134:10 the activities were happening in accordance with the\n 134:11 non-profit's mission. Since we determined that we\n 134:12 couldn't rely on information we were receiving, we\n 134:13 didn't think we could do that.\n135:22 - 135:23 Mccauley, Tasha 2025-09-30 00:00:04 DL4.52\n 135:22 Q. And in your opinion, did OpenAI fail to stick\n 135:23 to its original mission?\n135:25 - 136:02 Mccauley, Tasha 2025-09-30 00:00:14 DL4.53\n 135:25 THE WITNESS: I -- I think, in my opinion, I\n 136:01 saw a number of instances that I would characterize as\n 136:02 not prioritizing the mission.\n136:06 - 136:17 Mccauley, Tasha 2025-09-30 00:00:53 DL4.54\n 136:06 Q. -- are you saying that OpenAI failed to stick\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 15 / 30\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-4 Filed 05/29/26 Page 16 of 30\n DL4 - Tasha McCauley All\nDESIGNATION SOURCE DURATION ID\n 136:07 to its mission?\n 136:08 A. I think the structure that was put in place\n 136:09 wasn't su\ufb00icient to -- well, I would say the -- the\n 136:10 combination of the structure and the behavior of -- of\n 136:11 the company's CEO, Sam, resulted in a number of\n 136:12 instances that I think I would characterize, as I said\n 136:13 before, the mission was not being prioritized.\n 136:14 And we had concern that that would continue to\n 136:15 happen, and we had very great concern that as stakes got\n 136:16 a lot higher, that would be potentially against the\n 136:17 interest of -- of the public.\n141:20 - 142:02 Mccauley, Tasha 2025-09-30 00:00:21 DL4.55\n 141:20 Q. In your view, was OpenAI facing immense profit\n 141:21 incentives?\n 141:22 A. Yes. I think OpenAI had the potential to be\n 141:23 extremely profitable in the longer term.\n 141:24 Q. And do you think those profit incentives risk\n 141:25 compromising OpenAI's ability to carry out its mission\n 142:01 of developing safe AI?\n 142:02 A. I do --\n142:05 - 142:19 Mccauley, Tasha 2025-09-30 00:00:51 DL4.56\n 142:05 THE WITNESS: I think that -- I think that\n 142:06 those profit incentives make it necessary that there\n 142:07 is -- there are checks and balances on how the decisions\n 142:08 are being made. If -- if, you know, the company is\n 142:09 going to talk about itself as a mission-oriented company\n 142:10 with an independent board over it, if it's presenting\n 142:11 itself that way, then -- then, absolutely, it needs to\n 142:12 be able to show that it can actually provide the\n 142:13 structure needed to -- to work against the profit\n 142:14 incentives.\n 142:15 You know, if it were a purely for-profit\n 142:16 company, you know, it's kind of a di\ufb00erent question.\n 142:17 The mandate we had was this particular structure made it\n 142:18 so that we needed to be able to make informed decisions,\n 142:19 and we didn't feel we could.\n152:01 - 152:05 Mccauley, Tasha 2025-09-30 00:00:15 DL4.88\n 152:01 You and counsel spoke a little bit earlier\n 152:02 today about the article that Ms. Toner published in\n 152:03 connection with her service on OpenAI which was the\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 16 / 30\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-4 Filed 05/29/26 Page 17 of 30\n DL4 - Tasha McCauley All\nDESIGNATION SOURCE DURATION ID\n 152:04 source of that controversy.\n 152:05 Do you recall that discussion with counsel?\n152:14 - 152:16 Mccauley, Tasha 2025-09-30 00:00:08 DL4.91\n 152:14 Q. The article that Ms. Toner published in\n 152:15 late 2023.\n 152:16 A. Oh, the -- the paper.\n152:18 - 152:18 Mccauley, Tasha 2025-09-30 00:00:01 DL4.167\n 152:18 THE WITNESS: It's kind of an academic paper.\n153:13 - 153:24 Mccauley, Tasha 2025-09-30 00:00:36 DL4.92\n 153:13 Q. Was it your impression that it compared\n 153:14 Anthropic favorably relative to OpenAI?\n 153:15 A. I -- I do remember thinking that it was, you\n 153:16 know, kind of judging Anthropic's work more favorably\n 153:17 than OpenAI's.\n 153:18 Q. In your various board service, on the six\n 153:19 boards that you've served on, do you ever recall a\n 153:20 member of -- of the board, a colleague of yours on the\n 153:21 board, publishing material that favorably compared a\n 153:22 competitor of the organization with the organization\n 153:23 itself?\n 153:24 A. I don't.\n212:20 - 213:01 Mccauley, Tasha 2025-09-30 00:00:19 DL4.95\n 212:20 and -- you and Ms. Toner and Mr. Sutskever and\n 212:21 Mr. D'Angelo informed Altman via video call that he was\n 212:22 o\ufb00 the board and fired on November 17th; right?\n 212:23 A. Yes.\n 212:24 Q. Before that, you had taken legal steps to\n 212:25 remove him from the board; right?\n 213:01 A. Right.\n214:05 - 214:07 Mccauley, Tasha 2025-09-30 00:00:04 DL4.96\n 214:05 Q. And a er you had the video call with Altman,\n 214:06 you had a video call with Brockman.\n 214:07 A. That's right.\n215:15 - 215:18 Mccauley, Tasha 2025-09-30 00:00:15 DL4.97\n 215:15 Q. (By Mr. Savitt) All in, the Altman call was\n 215:16 about how long?\n 215:17 A. I want to say relatively brief, under -- on the\n 215:18 order of ten minutes. I'm not totally sure.\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 17 / 30\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-4 Filed 05/29/26 Page 18 of 30\n DL4 - Tasha McCauley All\nDESIGNATION SOURCE DURATION ID\n215:20 - 216:01 Mccauley, Tasha 2025-09-30 00:00:12 DL4.98\n 215:20 And all in, the Brockman call was about how\n 215:21 long?\n 215:22 A. Shorter than that, I think.\n 215:23 Q. Shorter?\n 215:24 A. I believe so.\n 215:25 Q. And did they happen one directly a er another?\n 216:01 A. Pretty closely, yes.\n217:04 - 217:06 Mccauley, Tasha 2025-09-30 00:00:04 DL4.99\n 217:04 Q. Altman had been provided no advance notice of\n 217:05 this decision.\n 217:06 A. That's right.\n225:23 - 225:24 Mccauley, Tasha 2025-09-30 00:00:05 DL4.101\n 225:23 Other than Ms. Murati and Mr. -- or\n 225:24 Dr. Sutskever,...\n226:01 - 226:14 Mccauley, Tasha 2025-09-30 00:01:02 DL4.159\n 226:01 Q. -- does -- did the three independent directors\n 226:02 consult with any other OpenAI o\ufb00icers or employees\n 226:03 while in the midst of this deliberative process?\n 226:04 A. So there were discussions about concerns that\n 226:05 other senior leaders had expressed to -- I believe, to\n 226:06 the best of my recollection, you know, Mira and -- and\n 226:07 IIya.\n 226:08 And there was a discussion about whether it\n 226:09 would make sense to involve any other people in the\n 226:10 leadership team who may have been expressing similar\n 226:11 kinds of concerns to the ones that IIya was expressing,\n 226:12 to the ones that Mira was expressing.\n 226:13 But we ultimately determined that the risk of\n 226:14 doing that may --\n226:16 - 226:20 Mccauley, Tasha 2025-09-30 00:00:19 DL4.160\n 226:16 THE WITNESS: -- that it might be risky to\n 226:17 reach out to other members of the leadership team,\n 226:18 because if we were to undertake a decision like this,\n 226:19 you know, our concern was that Sam, you know, would --\n 226:20 would very actively counteract it, so --\n227:07 - 227:08 Mccauley, Tasha 2025-09-30 00:00:04 DL4.161\n 227:07 Q. And did you speak with Jason Kwon?\n 227:08 A. No.\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 18 / 30\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-4 Filed 05/29/26 Page 19 of 30\n DL4 - Tasha McCauley All\nDESIGNATION SOURCE DURATION ID\n227:12 - 227:18 Mccauley, Tasha 2025-09-30 00:00:22 DL4.162\n 227:12 Q. Did the independent directors during this\n 227:13 process speak with Brad Lightcap?\n 227:14 A. We did not. We didn't -- we made a decision\n 227:15 that involving other members of the leadership team in\n 227:16 particular -- well, that in speaking with other members\n 227:17 of the leadership team would have greatly increased the\n 227:18 chance that Sam was going to counteract the decision.\n227:21 - 227:25 Mccauley, Tasha 2025-09-30 00:00:07 DL4.163\n 227:21 Q. And you didn't speak with Mr. Altman, of\n 227:22 course, for the same reason; correct?\n 227:23 A. Correct.\n 227:24 Q. And you didn't speak with Brockman.\n 227:25 A. Correct.\n230:11 - 230:13 Mccauley, Tasha 2025-09-30 00:00:05 DL4.102\n 230:11 Q. You guys didn't bother to talk to the employees\n 230:12 either before you made this decision.\n 230:13 A. For the same reasons.\n238:25 - 239:04 Mccauley, Tasha 2025-09-30 00:00:11 DL4.103\n 238:25 The board didn't give any\n 239:01 notice to any stakeholder before it terminated Altman;\n 239:02 correct?\n 239:03 A. I did not feel that it could, and it did not.\n 239:04 Yeah.\n239:08 - 239:09 Mccauley, Tasha 2025-09-30 00:00:04 DL4.104\n 319.1 239:08 Q. If I could ask you to look at Exhibit 8.\n 239:09 A. Yes.\n239:20 - 239:25 Mccauley, Tasha 2025-09-30 00:00:26 DL4.105\n 239:20 Q. (By Mr. Savitt) Did you participate in the\n 239:21 dra ing of this -- of this dra Slack message?\n 239:22 A. We had quite a lot of discussion about what to\n 239:23 say to the company. We just -- let me just look at\n 239:24 this, like, exact -- yeah. I mean, this is very\n 239:25 consistent with what I remember talking about.\n240:01 - 240:03 Mccauley, Tasha 2025-09-30 00:00:05 DL4.172\n 240:01 Q. I think my question, Ms. McCauley, was whether\n 240:02 you participated in the preparation of this dra .\n 240:03 A. Yes.\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 19 / 30\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-4 Filed 05/29/26 Page 20 of 30\n DL4 - Tasha McCauley All\nDESIGNATION SOURCE DURATION ID\n240:07 - 241:16 Mccauley, Tasha 2025-09-30 00:01:07 DL4.106\n 240:07 Was this message sent, do you know, one way or\n 240:08 the other?\n 240:09 A. As I said before, this is -- this is consistent\n 240:10 with the -- what we talked about in terms of sharing\n 240:11 something to the Slack channel. I wasn't on that public\n 240:12 Slack channel, and I believe, if I remember correctly,\n 240:13 Ilya sent it to the Slack channel.\n 240:14 So a message was sent. I believe it was this\n 240:15 one. I can't confirm for sure.\n 240:16 Q. And it was sent on behalf of the --\n 240:17 A. The board.\n 240:18 Q. -- of the board?\n 240:19 A. Yeah. I mean -- exactly. Yeah.\n 240:20 Q. Let me direct your attention, if I might, to\n 240:21 the paragraph right before, \"Why did the board act this\n 240:22 way?\"\n 240:23 Do you see that?\n 240:24 The one beginning -- beginning with the\n 319.1.3 240:25 sentence, \"We want to be abundantly clear.\"\n 241:01 A. Yes.\n 241:02 Q. That paragraph reads, \"We want to be abundantly\n 241:03 clear, we believe in OpenAI, its people, and its\n 241:04 products.\"\n 241:05 Do you see that?\n 241:06 A. Yes, I do.\n 241:07 Q. And that reflected your and your fellow\n 241:08 directors' view at the time; correct?\n 241:09 A. Um-hum.\n 319.1.4 241:10 Q. Then it goes on to say, \"This decision is not\n 241:11 about product safety or security, the pace of\n 241:12 development, or OpenAI's -- OpenAI's finances.\"\n 241:13 Do you see that?\n 241:14 A. I do.\n 241:15 Q. And that also reflected you and your fellow\n 241:16 directors' view at the time; correct?\n241:23 - 242:01 Mccauley, Tasha 2025-09-30 00:00:09 DL4.107\n 319.1 241:23 Q. You wouldn't -- you wouldn't have participated\n 241:24 in a dra ing of this and had it sent to the\n 241:25 organization if it didn't reflect your view; fair\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 20 / 30\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-4 Filed 05/29/26 Page 21 of 30\n DL4 - Tasha McCauley All\nDESIGNATION SOURCE DURATION ID\n 242:01 enough?\n242:03 - 242:20 Mccauley, Tasha 2025-09-30 00:01:05 DL4.108\n 242:03 THE WITNESS: It reflects -- it reflects a fair\n 242:04 summary. The one piece that I'll elaborate on is about\n 242:05 product safety. I think what we were conveying there is\n 242:06 that we weren't concerned that any product had been\n 242:07 unsafely released in particular, as I said earlier.\n 242:08 The -- we did have concerns about processes not\n 242:09 being respected that would have ensured that all\n 242:10 products above a certain threshold were safely released\n 242:11 into the future, but the decision wasn't about the\n 242:12 safety of any of the products that were, you know, being\n Clear 242:13 deployed at the time.\n 242:14 Q. (By Mr. Savitt) So -- and I do want to discuss\n 242:15 with you those concerns, but I suppose I want to know\n 242:16 whether you stand behind or -- whether you stand behind\n 242:17 the announcement on the 20th of November that the\n 242:18 decision to fire Altman was not about product safety or\n 242:19 security or the pace of development or OpenAI's\n 242:20 finances? Yes or no?\n242:22 - 243:15 Mccauley, Tasha 2025-09-30 00:01:04 DL4.109\n 242:22 THE WITNESS: I think, as I -- as I said\n 242:23 before, if -- if the -- what we intended to say with\n 242:24 this was that there wasn't a particular -- there weren't\n 242:25 any products that we felt were unsafe. We did have\n 243:01 concerns about process around product release and\n 243:02 whether those processes were being respected; and that\n 243:03 was, you know, very much a part of our -- our\n 243:04 consideration.\n 243:05 But if the question is about the safety of a\n 243:06 product, I think this is accurate to say. I think\n 243:07 because -- especially because there was speculation at\n 243:08 the time that there was a product or something being\n 243:09 considered that was potentially unsafe, and so our\n 243:10 intention was to say it's not that we learned about some\n 243:11 unsafe product and this was a result of -- of learning\n 243:12 about that.\n 243:13 So the nuance I'm providing is to say we did\n 243:14 have concerns about processes for safely deploying\n 243:15 products, but it wasn't about a product being unsafe.\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 21 / 30\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-4 Filed 05/29/26 Page 22 of 30\n DL4 - Tasha McCauley All\nDESIGNATION SOURCE DURATION ID\n248:13 - 248:18 Mccauley, Tasha 2025-09-30 00:00:19 DL4.110\n 248:13 Q. In your colloquy with my colleague earlier, you\n 248:14 said, in discussing the severance package portion of\n 248:15 this e-mail, that you had had a conversation with\n 248:16 Mr. Altman where he said that he might receive equity.\n 248:17 Do you recall that discussion?\n 248:18 A. I do, yeah.\n250:14 - 250:16 Mccauley, Tasha 2025-09-30 00:00:11 DL4.112\n 250:14 Let me ask you this: When he said -- when\n 250:15 Altman said, \"Well, I may get equity,\" did you say\n 250:16 anything in sum and substance like, \"Why the change\"?\n250:22 - 251:03 Mccauley, Tasha 2025-09-30 00:00:24 DL4.113\n 250:22 A. I do recall that there was some conversation\n 250:23 that ensued a er that about it. Unfortunately, I don't\n 250:24 recall -- really remember the specifics of it. This\n 250:25 piece of conversation pops out in my mind. I don't\n 251:01 recall specifics, and I'm certain we discussed it\n 251:02 further a er that. I wish I could recall the\n 251:03 specifics. I don't.\n252:17 - 252:19 Mccauley, Tasha 2025-09-30 00:00:07 DL4.114\n 252:17 Q. Within two days, Dr. Sutskever changed his mind\n 252:18 about firing Altman, didn't he?\n 252:19 A. Yes.\n253:12 - 253:22 Mccauley, Tasha 2025-09-30 00:00:15 DL4.115\n 253:12 Q. As far as you know, he never referred to the\n 253:13 board's actions as a coup.\n 253:14 A. Not by my recollection. Not with us.\n 253:15 Q. But you do allow that within two days, he\n 253:16 changed his mind --\n 253:17 A. I do.\n 253:18 Q. -- and apologized and said he wanted to come\n 253:19 back.\n 253:20 A. Yes.\n 253:21 Q. Wanted Altman to come back.\n 253:22 A. Yes.\n254:01 - 254:05 Mccauley, Tasha 2025-09-30 00:00:08 DL4.117\n 254:01 Q. (By Mr. Savitt) And, ultimately, Altman did\n 254:02 come back.\n 254:03 A. That's right.\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 22 / 30\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-4 Filed 05/29/26 Page 23 of 30\n DL4 - Tasha McCauley All\nDESIGNATION SOURCE DURATION ID\n 254:04 Q. And you and the other directors agreed that he\n 254:05 should come back.\n254:07 - 255:01 Mccauley, Tasha 2025-09-30 00:00:59 DL4.118\n 254:07 THE WITNESS: The other directors and I agreed\n 254:08 that of the options available to us at the moment -- at\n 254:09 the moment of decision, around that, that that was the\n 254:10 option that was most consistent with the mission,\n 254:11 because we thought if the alternative truly was that\n 254:12 OpenAI would disintegrate, that would not best serve the\n 254:13 mission.\n 254:14 We also, of course, you know, had our very, you\n 254:15 know, clear concerns around Mr. Altman; and a part of\n 254:16 the negotiation process was to -- was centered around\n 254:17 helping make -- helping make sure that he had the best\n 254:18 chance of being governed going forward.\n 254:19 Q. (By Mr. Savitt) Fair -- fair enough.\n 254:20 But I want to make sure I get this narrow a\n 254:21 point.\n 254:22 A. Yeah.\n 254:23 Q. You agree that Altman could not have been\n 254:24 reinstated without the approval of the board as it was\n 254:25 then constituted, which was you and three others;\n 255:01 correct?\n255:03 - 255:03 Mccauley, Tasha 2025-09-30 00:00:01 DL4.119\n 255:03 THE WITNESS: I -- I agree.\n255:05 - 255:23 Mccauley, Tasha 2025-09-30 00:01:16 DL4.120\n 255:05 And you talked about trying to put a better\n 255:06 governance program in place looking ahead; you mentioned\n 255:07 that or words to that e\ufb00ect, fair, Ms. McCauley?\n 255:08 A. Yes.\n 255:09 Q. And was part of that getting some interim\n 255:10 directors in place that you had confidence in?\n 255:11 A. Yes. Yes, part of that was getting some\n 255:12 interim director -- you know, to answer that question is\n 255:13 not straight -- not entirely straightforward, because I\n 255:14 think the directors that we chose had some -- had some\n 255:15 evidence that they might be able to o\ufb00er good\n 255:16 governance, and I had, you know, also points of concern.\n 255:17 So I think of the options that we had of the\n 255:18 composition that we were able to agree on, that seemed\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 23 / 30\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-4 Filed 05/29/26 Page 24 of 30\n DL4 - Tasha McCauley All\nDESIGNATION SOURCE DURATION ID\n 255:19 like the most reasonable option.\n 255:20 Q. You -- you and your fellow directors agreed\n 255:21 that Bret -- Bret Taylor and Larry Summers would become\n 255:22 directors; correct?\n 255:23 A. Yes.\n255:25 - 256:05 Mccauley, Tasha 2025-09-30 00:00:13 DL4.121\n 255:25 Q. (By Mr. Savitt) And you also agreed that\n 256:01 Mr. D'Angelo would stay on as a director.\n 256:02 A. That's right.\n 256:03 Q. And that those three would comprise the board\n 256:04 a er Altman was reinstated.\n 256:05 A. That's right.\n260:25 - 261:05 Mccauley, Tasha 2025-09-30 00:00:21 DL4.122\n 260:25 And do you recall talking about the review of\n 261:01 GPT-4 Turbo by the DSB?\n 261:02 A. Yes. Well -- yes.\n 261:03 Q. And you -- do you recall attributing a lack of\n 261:04 candor to a statement by Altman regarding the review of\n 261:05 the GPT-4 Turbo by the DSB?\n261:07 - 261:22 Mccauley, Tasha 2025-09-30 00:01:00 DL4.123\n 261:07 THE WITNESS: The issue with the GPT-4 Turbo\n 261:08 DSB review was that Sam had, you know, communicated\n 261:09 with -- with the CTO, indicating that this particular\n 261:10 product might not need to go through the DSB review.\n 261:11 So I'm just to clarify your question about lack\n 261:12 of candor. This would have been -- I would have\n 261:13 described it as, you know, him communicating with a\n 261:14 couple of senior leaders in a way that seemed like he\n 261:15 wasn't being truthful with them, and then the board was\n 261:16 also unaware of that interaction and unaware that there\n 261:17 was potentially an attempt to slide this model past DSB\n 261:18 review.\n 261:19 Q. (By Mr. Savitt) And everything you know about\n 261:20 that you learned from Mr. Sutskever through a few\n 261:21 screenshots in his document; correct?\n 261:22 A. Yes.\n261:25 - 262:02 Mccauley, Tasha 2025-09-30 00:00:06 DL4.124\n 261:25 Q. (By Mr. Savitt) And in inquiring about this,\n 262:01 the board didn't talk with Kwon or Altman about what had\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 24 / 30\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-4 Filed 05/29/26 Page 25 of 30\n DL4 - Tasha McCauley All\nDESIGNATION SOURCE DURATION ID\n 262:02 happened; right?\n262:04 - 262:07 Mccauley, Tasha 2025-09-30 00:00:08 DL4.125\n 262:04 THE WITNESS: Correct.\n 262:05 Q. (By Mr. Savitt) And the GPT-4 Turbo was not an\n 262:06 entirely new model, was it? It was just an extension of\n 262:07 GPT-4; right?\n262:10 - 262:10 Mccauley, Tasha 2025-09-30 00:00:06 DL4.126\n 262:10 A. It was a -- yes, it was an extension of --\n262:14 - 262:23 Mccauley, Tasha 2025-09-30 00:00:27 DL4.127\n 262:14 Q. (By Mr. Savitt) And GPT-4 did go through DSB\n 262:15 review, didn't it?\n 262:16 A. You know, this was a di\ufb00erent implementation\n 262:17 of GPT-4 and --\n 262:18 Q. My question was whether GPT-4 had gone through\n 262:19 DSB review.\n 262:20 A. GPT-4 did, although this GPT-4 Turbo was also\n 262:21 required to go through DSB review. And by this\n 262:22 conversation, I think Sam was trying to indicate that\n 262:23 maybe it didn't need to go through.\n263:16 - 263:17 Mccauley, Tasha 2025-09-30 00:00:03 DL4.128\n 263:16 Q. (By Mr. Savitt) Did you know that GPT-4 Turbo\n 263:17 did go through the DSB review?\n263:19 - 263:19 Mccauley, Tasha 2025-09-30 00:00:02 DL4.129\n 263:19 THE WITNESS: It may have --\n264:06 - 264:07 Mccauley, Tasha 2025-09-30 00:00:04 DL4.130\n 264:06 Q. (By Mr. Savitt) Do you think the release of\n 264:07 GPT-4 Turbo was a mistake?\n264:10 - 264:11 Mccauley, Tasha 2025-09-30 00:00:07 DL4.158\n 264:10 A. I think I don't consider the release of GPT-4\n 264:11 Turbo unsafe.\n264:12 - 264:19 Mccauley, Tasha 2025-09-30 00:00:23 DL4.156\n 264:12 Q. Thank you.\n 264:13 A. And I would like to elaborate that that wasn't\n 264:14 the question at hand. The question that we were\n 264:15 considering in that was, was the process su\ufb00icient to\n 264:16 make sure that we could be ensured that models then and\n 264:17 going forward into the future would be handled and put\n 264:18 through a process of safety review in a way that was\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 25 / 30\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-4 Filed 05/29/26 Page 26 of 30\n DL4 - Tasha McCauley All\nDESIGNATION SOURCE DURATION ID\n 264:19 su\ufb00icient and -- and acceptable to the board.\n264:25 - 265:06 Mccauley, Tasha 2025-09-30 00:00:08 DL4.131\n 264:25 You mentioned\n 265:01 an issue regarding GPT-4 in India.\n 265:02 Do you recall that?\n 265:03 A. I do.\n 265:04 Q. That involved a limited test of a product.\n 265:05 Do you remember that?\n 265:06 A. Um-hum.\n265:21 - 265:22 Mccauley, Tasha 2025-09-30 00:00:03 DL4.132\n 265:21 Q. (By Mr. Savitt) And you didn't ask Mr. Altman\n 265:22 about it, did you?\n265:24 - 266:01 Mccauley, Tasha 2025-09-30 00:00:09 DL4.133\n 265:24 THE WITNESS: There was, you know, in the\n 265:25 course of that full-day board meeting that we were\n 266:01 there, it didn't come up until a er I le . And\n275:16 - 275:18 Mccauley, Tasha 2025-09-30 00:00:05 DL4.135\n 275:16 Q. Did you ever approve a transaction as to which\n 275:17 you believe Altman had a undisclosed conflict of\n 275:18 interest?\n275:20 - 275:24 Mccauley, Tasha 2025-09-30 00:00:13 DL4.136\n 275:20 THE WITNESS: Did I approve a transaction\n 275:21 where -- where I thought he might have an undisclosed\n 275:22 COI pertaining to that transaction?\n 275:23 Q. (By Mr. Savitt) That's right.\n 275:24 A. I do not believe so.\n275:25 - 276:05 Mccauley, Tasha 2025-09-30 00:00:08 DL4.138\n 275:25 Q. You talked about Altman's interest in a startup\n 276:01 fund.\n 276:02 Do you remember that?\n 276:03 A. I do.\n 276:04 Q. Are you aware that Altman ever invested as a\n 276:05 limited partner?\n276:07 - 276:11 Mccauley, Tasha 2025-09-30 00:00:10 DL4.139\n 276:07 THE WITNESS: I -- I don't feel confident that\n 276:08 I recall the details specifically enough to say.\n 276:09 Q. (By Mr. Savitt) Are you aware that Altman\n 276:10 never received a distribution or any economic benefit\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 26 / 30\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-4 Filed 05/29/26 Page 27 of 30\n DL4 - Tasha McCauley All\nDESIGNATION SOURCE DURATION ID\n 276:11 from --\n276:13 - 276:17 Mccauley, Tasha 2025-09-30 00:00:07 DL4.140\n 276:13 THE WITNESS: I -- I don't feel confident to\n 276:14 say.\n 276:15 Q. (By Mr. Savitt) So you certainly don't know\n 276:16 that he received a distribution or economic benefit\n 276:17 from it; right?\n276:19 - 276:19 Mccauley, Tasha 2025-09-30 00:00:01 DL4.141\n 276:19 THE WITNESS: I don't know that he would.\n284:02 - 284:05 Mccauley, Tasha 2025-09-30 00:00:23 DL4.148\n 284:02 Q. (By Ms. Patel) Aside from that concern relating\n 284:03 to that incident, was -- did Microso play any role in\n 284:04 your decision to vote to fire Mr. Altman?\n 284:05 A. No. I wouldn't characterize it like that.\n284:07 - 284:09 Mccauley, Tasha 2025-09-30 00:00:08 DL4.168\n 284:07 Is it correct that during your time on the\n 284:08 board, you did not have visibility into Microso 's\n 284:09 safety-related practices?\n284:11 - 284:13 Mccauley, Tasha 2025-09-30 00:00:10 DL4.149\n 284:11 THE WITNESS: Apart from, you know, jointly,\n 284:12 apart from the DSB, I didn't have knowledge of the\n 284:13 processes internal to Microso .\n286:04 - 286:08 Mccauley, Tasha 2025-09-30 00:00:18 DL4.152\n 286:04 In the days following Mr. Altman's firing, was\n 286:05 it your understanding that OpenAI had the final say on\n 286:06 any decisions about who would be added to the OpenAI\n 286:07 board?\n 286:08 A. Yes.\n288:09 - 288:11 Mccauley, Tasha 2025-09-30 00:00:04 DL4.57\n 288:09 You testified earlier about various\n 288:10 incidents --\n 288:11 A. Yes.\n288:17 - 289:05 Mccauley, Tasha 2025-09-30 00:00:47 DL4.58\n 288:17 Q. Was one of those incidents Mr. Altman's\n 288:18 foot-dragging over adding an AI safety expert to the\n 288:19 board?\n 288:20 A. That -- that was -- you know, I think the fact\n 288:21 that that process was unable to result in adding\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 27 / 30\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-4 Filed 05/29/26 Page 28 of 30\n DL4 - Tasha McCauley All\nDESIGNATION SOURCE DURATION ID\n 288:22 independent members and an AI safety member to the\n 288:23 board, it exacerbated our concerns, yes.\n 288:24 Q. And was another one of those incidents that --\n 288:25 Mr. Altman's representation that the three enhancements\n 289:01 to GPT-4 had all been approved by the safety board?\n 289:02 A. Yes, that was a factor.\n 289:03 Q. Was another one of those incidents Mr. Altman's\n 289:04 failure to disclose that a GPT-4 test was released in\n 289:05 India without joint safety board review?\n289:08 - 289:10 Mccauley, Tasha 2025-09-30 00:00:04 DL4.59\n 289:08 Q. Could you answer\n 289:09 whether that was another incident.\n 289:10 A. Yes.\n289:13 - 289:14 Mccauley, Tasha 2025-09-30 00:00:06 DL4.170\n 289:13 Was another incident Mr. Altman's failure to\n 289:14 inform the board prior to ChatGPT's release?\n289:16 - 289:20 Mccauley, Tasha 2025-09-30 00:00:10 DL4.60\n 289:16 THE WITNESS: Yes.\n 289:17 Q. (By Mr. Hawes) And was another incident\n 289:18 Mr. Altman's misrepresentation about you allegedly\n 289:19 saying Ms. Toner should obviously leave the board?\n 289:20 A. Yes.\n289:22 - 289:24 Mccauley, Tasha 2025-09-30 00:00:08 DL4.61\n 289:22 Q. (By Mr. Hawes) And was another incident\n 289:23 Mr. Altman's misrepresentation that the legal department\n 289:24 told him GPT-4 Turbo did not need safety board review?\n290:01 - 290:05 Mccauley, Tasha 2025-09-30 00:00:12 DL4.62\n 290:01 THE WITNESS: Yes, that -- that we saw\n 290:02 screenshots to that e\ufb00ect.\n 290:03 Q. (By Mr. Hawes) And did those six incidents\n 290:04 cause you concern about Mr. Altman's commitment to AI\n 290:05 safety?\n290:07 - 290:12 Mccauley, Tasha 2025-09-30 00:00:25 DL4.63\n 290:07 THE WITNESS: It caused me concern about our --\n 290:08 those and -- and I think a broader pattern that we were\n 290:09 observing, you know, through -- you know, this broad\n 290:10 pattern caused us concern that we would not\n 290:11 appropriately be able to oversee the -- the for-profit,\n 290:12 and that had, you know, implications for safety.\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 28 / 30\n MSFT Counters to Musk A\ufb00\n\f Case 4:24-cv-04722-YGR Document 601-4 Filed 05/29/26 Page 29 of 30\n DL4 - Tasha McCauley All\nDESIGNATION SOURCE DURATION ID\n\n290:20 - 290:22 Mccauley, Tasha 2025-09-30 00:00:07 DL4.64\n 290:20 So did Mr. Altman's handling of those six\n 290:21 incidents impair the board's ability to manage AI safety\n 290:22 risks?\n290:23 - 290:25 Mccauley, Tasha 2025-09-30 00:00:06 DL4.65\n 290:23 A. I do believe it impaired our -- our ability to\n 290:24 do so with respect to -- to OpenAI and OpenAI's\n 290:25 activity.\n291:01 - 291:03 Mccauley, Tasha 2025-09-30 00:00:09 DL4.66\n 291:01 Q. And did those six incidents also cause you to\n 291:02 question whether Mr. Altman was prioritizing commercial\n 291:03 interests over AI's -- OpenAI's mission?\n291:05 - 291:06 Mccauley, Tasha 2025-09-30 00:00:10 DL4.67\n 291:05 THE WITNESS: It did -- they did cause me to\n 291:06 question -- to question that.\n291:21 - 292:09 Mccauley, Tasha 2025-09-30 00:00:51 DL4.143\n 291:21 Q. Notwithstanding those six incidents,\n 291:22 Ms. McCauley, you reached the conclusion that it was\n 291:23 better to reinstate Mr. Altman with the governance\n 291:24 revisions that your and your fellow directors\n 291:25 instituted, as compared to allowing OpenAI to\n 292:01 disintegrate; correct?\n 292:02 A. Yes.\n 292:03 Q. And you made the decision to reinstitute\n 292:04 Mr. Altman as CEO, believing it was in the best interest\n 292:05 of OpenAI and its mission; correct?\n 292:06 A. I guess as compared to the alternative of the\n 292:07 company falling apart.\n 292:08 Q. And that was the alternative that appeared to\n 292:09 be available; correct?\n292:11 - 292:12 Mccauley, Tasha 2025-09-30 00:00:03 DL4.145\n 292:11 THE WITNESS: That -- that it appeared\n 292:12 possible.\n\n\n\n Plainti\ufb00 A\ufb00irmative 00:27:43\n OAI Counters to Musk A\ufb00 00:22:37\n Musk Counters to OAI Counter 00:00:23\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 29 / 30\n MSFT Counters to Musk A\ufb00\n\fCase 4:24-cv-04722-YGR Document 601-4 Filed 05/29/26 Page 30 of 30\n DL4 - Tasha McCauley All\n\n\n\n MSFT Counters to Musk A\ufb00 00:00:59\n TOTAL RUN TIME 00:51:41\n\n\n\n Documents linked to video:\n 319\n\n\n\n\n Plainti\ufb00 A\ufb00irmative OAI Counters to Musk A\ufb00 Musk Counters to OAI Counter 30 / 30\n MSFT Counters to Musk A\ufb00\n\f","ocr_status":1,"date_upload":"2026-05-29T14:05:15.851479-07:00","document_number":"601","attachment_number":4,"pacer_doc_id":"035027190061","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit 1703","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/480905854/","id":480905854,"tags":[],"absolute_url":"/docket/69013420/601/5/musk-v-altman/","date_created":"2026-05-29T14:04:41.491883-07:00","date_modified":"2026-05-30T05:43:04.853530-07:00","sha1":"595f59625af890e67b632b48c514076a705b24f4","page_count":20,"file_size":626110,"filepath_local":"recap/gov.uscourts.cand.433688/gov.uscourts.cand.433688.601.5.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cand.433688/gov.uscourts.cand.433688.601.5.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 4:24-cv-04722-YGR Document 601-5 Filed 05/29/26 Page 1 of 20\n\n\n\nMicroso 30(b)(6) - Wetter, Michael\nVOL 1 & 2 United States District Court\n Northern District of California\n\n\n\n\n \u03c0 PLAINTIFF \u03c0\n Case No. 4:24-CV-04722-YGR\n\nDesignation List Report Case Title Musk et al. v. Altman et al.\n\n Exhibit No. 1704\n Date Entered\n Mark Busby, Clerk\n By: , Deputy Clerk\n\n\n\n\n Wetter, Michael 2025-09-08\n Wetter, Michael 2025-09-25\n\n\n\n Plainti\ufb00 A\ufb00irmative 00:28:18\n MSFT Counters to Musk A\ufb00 00:04:54\n TOTAL RUN TIME 00:33:12\n\n\n\n Documents linked to video:\n 207\n 222\n 245\n 257\n 279\n\n\n\n\n ID: DL3\n 2026-05-11\n\f Case 4:24-cv-04722-YGR Document 601-5 Filed 05/29/26 Page 2 of 20\n DL3 - Microso 30(b)(6) - Wetter, Michael VOL 1 & 2\nDESIGNATION SOURCE DURATION ID\n\n 6:09 - 6:15 Wetter, Michael 2025-09-08 00:00:11 DL3.1\n 6:09 Q. Good morning, Mr. Wetter.\n 6:10 A. Good morning.\n 6:11 Q. You're currently employed at Microso ?\n 6:12 A. Yes, that's correct.\n 6:13 Q. And you are here representing Microso in its\n 6:14 corporate capacity?\n 6:15 A. I am.\n 6:19 - 6:22 Wetter, Michael 2025-09-08 00:00:07 DL3.2\n 6:19 Q. (By Ms. Tofighbakhsh) What's your title at\n 6:20 Microso ?\n 6:21 A. Yeah. I'm corporate vice president for\n 6:22 corporate development.\n 25:14 - 25:16 Wetter, Michael 2025-09-08 00:00:05 DL3.3\n 25:14 Q. (By Ms. Tofighbakhsh) Do you agree that\n 25:15 artificial intelligence is a big part of Microso 's\n 25:16 business strategy?\n 25:20 - 25:23 Wetter, Michael 2025-09-08 00:00:07 DL3.4\n 25:20 A. Yes.\n 25:21 Q. And earlier you mentioned Azure.\n 25:22 A. Yes.\n 25:23 Q. So what is Azure?\n 26:03 - 26:12 Wetter, Michael 2025-09-08 00:00:43 DL3.5\n 26:03 A. Azure is our cloud services business at\n 26:04 Microso .\n 26:05 Q. (By Ms. Tofighbakhsh) And Azure is central to\n 26:06 the agreements that Microso has made with OpenAI; is\n 26:07 that right?\n 26:08 A. Yes. It is our -- well, Azure is a large\n 26:09 component of all of our investments with OpenAI. It is\n 26:10 the cloud compute that we provide to OpenAI for them to\n 26:11 train the models for them to run their services via --\n 26:12 via Azure.\n 30:10 - 30:12 Wetter, Michael 2025-09-08 00:00:07 DL3.6\n 30:10 Q. (By Ms. Tofighbakhsh) What's the earliest that\n 30:11 you can recall that AI has been integrated into\n 30:12 Microso 's project?\n 30:14 - 30:18 Wetter, Michael 2025-09-08 00:00:15 DL3.7\n\n Plainti\ufb00 A\ufb00irmative MSFT Counters to Musk A\ufb00 2 / 19\n\f Case 4:24-cv-04722-YGR Document 601-5 Filed 05/29/26 Page 3 of 20\n DL3 - Microso 30(b)(6) - Wetter, Michael VOL 1 & 2\nDESIGNATION SOURCE DURATION ID\n 30:14 A. Yeah, I can't -- I can't recall when we first DL3.7\n 30:15 incorporated AI technologies into our product o\ufb00erings.\n 30:16 Q. (By Ms. Tofighbakhsh) And would you say,\n 30:17 however, that the AI that has been integrated thus far\n 30:18 has been successful?\n 30:20 - 31:01 Wetter, Michael 2025-09-08 00:00:32 DL3.8\n 30:20 A. Yes. We have -- it's been a successful -- or\n 30:21 stretching for words to explain. But yeah, we've\n 30:22 incorporated AI technologies into our products, and\n 30:23 that's enabled us to give incremental services to our\n 30:24 customers, whether that be consumers utilizing Copilot,\n 30:25 businesses using Copilot and/or our Azure services for\n 31:01 developers and enterprises. So yes.\n 31:02 - 31:15 Wetter, Michael 2025-09-08 00:01:01 DL3.9\n 31:02 Q. (By Ms. Tofighbakhsh) What about the\n 31:03 integration of OpenAI's products specifically into\n 31:04 Microso products?\n 31:05 A. Yes. We've had success utilizing OpenAI's AI\n 31:06 models in our products. It's been -- it's been a good\n 31:07 partnership between OpenAI and Microso .\n 31:08 Q. And it's been a good partnership financially\n 31:09 for Microso ?\n 31:10 A. At this point, you know, where we're at, we've\n 31:11 invested $13 billion committed through our partnership.\n 31:12 We've also invested kind of ahead of a lot of the --\n 31:13 we've invested in our Azure infrastructure ahead of\n 31:14 financial results, and so while it's very promising,\n 31:15 we're still early in that journey.\n 59:21 - 59:25 Wetter, Michael 2025-09-08 00:00:25 DL3.10\n 59:21 Q. (By Ms. Tofighbakhsh) The court reporter will\n 59:22 have just handed you Exhibit 5. Take a moment to look\n 59:23 at it. Look up when you are done.\n 59:24 This is an email chain; is that right?\n 59:25 A. Yes, it looks like an email chain.\n 61:12 - 61:19 Wetter, Michael 2025-09-08 00:00:23 DL3.11\n 61:12 Q. And in this email, Brett says: The 2016 deal\n 61:13 where they agreed to pay $10 million for 60 million\n 61:14 Azure services was projected at a 15 million loss over\n 61:15 three years, given assumed usage profile.\n\n Plainti\ufb00 A\ufb00irmative MSFT Counters to Musk A\ufb00 3 / 19\n\f Case 4:24-cv-04722-YGR Document 601-5 Filed 05/29/26 Page 4 of 20\n DL3 - Microso 30(b)(6) - Wetter, Michael VOL 1 & 2\nDESIGNATION SOURCE DURATION ID\n 61:16 A. I see that.\n 61:17 Q. Does that mean that the discount that was\n 61:18 o\ufb00ered to OpenAI was projected to lose Microso\n 61:19 $15 million?\n 61:21 - 61:23 Wetter, Michael 2025-09-08 00:00:11 DL3.12\n 61:21 A. Just reading the context, because I wasn't\n Clear 61:22 there for this particular deal, it does look like that\n 61:23 is what's represented in this email.\n 62:11 - 62:13 Wetter, Michael 2025-09-08 00:00:10 DL3.13\n 62:11 Q. (By Ms. Tofighbakhsh) Is that a substantial\n 62:12 amount of money for Microso ?\n 62:13 A. $15 million is a substantial amount of money.\n105:12 - 105:14 Wetter, Michael 2025-09-08 00:00:08 DL3.32\n 105:12 Q. (By Ms. Tofighbakhsh) Would it benefit\n 105:13 Microso by having OpenAI depend on Microso for cloud\n 105:14 computing?\n105:16 - 105:18 Wetter, Michael 2025-09-08 00:00:20 DL3.33\n 105:16 A. The way you have framed it, I -- I think, at a\n 105:17 high level, having innovative AI developers develop on\n 105:18 Azure is a benefit to Microso .\n105:25 - 106:04 Wetter, Michael 2025-09-08 00:00:26 DL3.34\n 105:25 Q. How does that help Microso ?\n 106:01 A. Well, in the case of OpenAI, it's pushed us to\n 106:02 develop infrastructure technology at a pace -- at an\n 106:03 accelerated pace. It also is a great customer reference\n 106:04 for us as a -- as a company.\n106:13 - 106:17 Wetter, Michael 2025-09-08 00:00:25 DL3.35\n 106:13 Q. Would there be a marketing benefit to Microso\n 106:14 having OpenAI use Azure for developing AI?\n 106:15 A. Yes. I think it is -- that is a benefit to\n 106:16 Microso for others to see innovators and AI developers\n 106:17 developing on Azure.\n119:19 - 119:21 Wetter, Michael 2025-09-08 00:00:08 DL3.40\n 119:19 Q. Microso is a public company, right?\n 119:20 A. Correct.\n 119:21 Q. It's a business with a duty to make profits?\n119:24 - 120:01 Wetter, Michael 2025-09-08 00:00:06 DL3.41\n 119:24 A. We have a fiduciary duty to our shareholders.\n Plainti\ufb00 A\ufb00irmative MSFT Counters to Musk A\ufb00 4 / 19\n\f Case 4:24-cv-04722-YGR Document 601-5 Filed 05/29/26 Page 5 of 20\n DL3 - Microso 30(b)(6) - Wetter, Michael VOL 1 & 2\nDESIGNATION SOURCE DURATION ID\n 119:25 Q. (By Ms. Tofighbakhsh) What does that fiduciary\n 120:01 duty entail?\n120:03 - 120:04 Wetter, Michael 2025-09-08 00:00:07 DL3.42\n 120:03 A. My understanding is, to maximize shareholder\n 120:04 value for Microso .\n121:24 - 122:04 Wetter, Michael 2025-09-08 00:00:26 DL3.45\n 121:24 Q. (By Ms. Tofighbakhsh) So even in a deal like\n 121:25 the one that's in the A2N that we looked at, Microso\n 122:01 has to think about how does this create value to\n 122:02 shareholders; is that right?\n 122:03 A. Yeah, Microso evaluates, in any potential\n 122:04 deal, the value of that deal to our shareholders.\n123:24 - 124:04 Wetter, Michael 2025-09-08 00:00:17 DL3.46\n 123:24 Q. Are you aware of what happened between\n 123:25 Microso and OpenAI between 2018 and 2019?\n 124:01 A. So 2019, we entered into a new commercial\n 124:02 agreement, the Joint Development and Collaboration\n 124:03 Agreement. And we also entered into an investment\n 124:04 agreement with them.\n124:05 - 124:08 Wetter, Michael 2025-09-08 00:00:13 DL3.47\n 124:05 Q. In connection with that 2019 agreement, did\n 124:06 Microso conduct due diligence on OpenAI?\n 124:07 A. Yes. We did conduct due diligence as part of\n 124:08 the investment review.\n124:09 - 124:18 Wetter, Michael 2025-09-08 00:00:46 DL3.48\n 124:09 Q. What did that due diligence entail?\n 124:10 A. Typical corporate due diligence, governance,\n 124:11 documents, organizational documents, tax documents,\n 124:12 et cetera.\n 124:13 Q. So you looked at documents related to OpenAI,\n 124:14 Inc.?\n 124:15 A. Our focus was on OpenAI's for-profit entity\n 124:16 that they had formed, OpenAI's limited partnership, but\n 124:17 I believe we also reviewed OpenAI, Inc., documentation\n 124:18 as well, as part of that process.\n124:24 - 125:01 Wetter, Michael 2025-09-08 00:00:09 DL3.49\n 124:24 Q. (By Ms. Tofighbakhsh) So this is Exhibit 9.\n 222.1 124:25 Is this one of the documents that Microso reviewed as\n 125:01 part of its due diligence in 2019?\n Plainti\ufb00 A\ufb00irmative MSFT Counters to Musk A\ufb00 5 / 19\n\f Case 4:24-cv-04722-YGR Document 601-5 Filed 05/29/26 Page 6 of 20\n DL3 - Microso 30(b)(6) - Wetter, Michael VOL 1 & 2\nDESIGNATION SOURCE DURATION ID\n\n125:08 - 125:13 Wetter, Michael 2025-09-08 00:00:15 DL3.50\n 125:08 Q. I -- I will say that Microso 's interrogatory\n 125:09 responses identify this document as part of the due\n 125:10 diligence --\n 125:11 A. Did it?\n 125:12 Q. -- performed in 2019.\n 125:13 A. Okay. Oh, there it is.\n125:19 - 126:10 Wetter, Michael 2025-09-08 00:00:59 DL3.51\n 125:19 Q. (By Ms. Tofighbakhsh) And this document is --\n 125:20 the cover sheet that is on the document that I handed to\n 125:21 you --\n 125:22 A. That's right.\n 125:23 Q. -- it is a letter to the Internal Revenue\n 125:24 Service?\n 222.1.1 125:25 A. It seems to be a letter to the -- yes.\n 126:01 Q. And based on the paragraph under the Dear line,\n 126:02 it's: OpenAI seeks a determination that it's a\n 126:03 charitable organization, correct?\n 126:04 A. OpenAI seeks -- yes, I see that sentence.\n 126:05 Yeah. Thank you.\n 126:06 Q. So this is part of the packet that Microso\n 126:07 reviewed in its due diligence prior to entering the 2019\n 126:08 agreement?\n Clear 126:09 A. Yes. I haven't looked, you know, page for\n 126:10 page, but this cover sheet, yes.\n127:01 - 127:08 Wetter, Michael 2025-09-08 00:00:26 DL3.52\n 127:01 Q. And attached to this application, on Page 36539\n 127:02 is the certificate of incorporation of a non-stock\n 127:03 corporation OpenAI, Inc., correct?\n 127:04 A. That's the certificate of incorporation for\n 127:05 OpenAI, Inc., yes.\n 127:06 Q. Microso reviewed this as part of its due\n 127:07 diligence, correct?\n 127:08 A. Yes, we did.\n127:09 - 127:18 Wetter, Michael 2025-09-08 00:00:22 DL3.53\n 127:09 Q. And in the paragraph that starts with:\n 222.21.1 127:10 Third --\n 127:11 A. Yes.\n 127:12 Q. -- in the second sentence of that paragraph, it\n\n Plainti\ufb00 A\ufb00irmative MSFT Counters to Musk A\ufb00 6 / 19\n\f Case 4:24-cv-04722-YGR Document 601-5 Filed 05/29/26 Page 7 of 20\n DL3 - Microso 30(b)(6) - Wetter, Michael VOL 1 & 2\nDESIGNATION SOURCE DURATION ID\n 127:13 states: The specific purpose of this corporation is to\n 127:14 provide funding for research, development, and\n 127:15 distribution of technology related to artificial\n 127:16 intelligence.\n 127:17 Are you with me?\n 127:18 A. Uh-huh.\n127:19 - 128:11 Wetter, Michael 2025-09-08 00:00:45 DL3.54\n 127:19 Q. And then it says: The resulting technology\n 127:20 will benefit the public, and the corporation will seek\n 127:21 to open source technology for the public benefit when\n 127:22 applicable. The corporation is not organized for the\n 127:23 private gain of any person.\n 127:24 Do you see that?\n 127:25 A. Yes, I -- yes, I do.\n Clear 128:01 Q. Microso would have reviewed that language\n 128:02 when it entered into the agreement, correct?\n 128:03 A. Yes.\n 128:04 Q. So it understood that OpenAI, Inc., was a\n 128:05 non-profit corporation?\n 128:06 A. Yes, we understood that OpenAI, Inc., was a\n 128:07 non-profit.\n 128:08 Q. And that the organization of OpenAI, Inc., was\n 128:09 not organized for the private gain of any person?\n 128:10 A. That OpenAI, Inc., the non-profit, was -- yes,\n 128:11 that is our understanding.\n135:02 - 135:12 Wetter, Michael 2025-09-08 00:00:43 DL3.57\n 135:02 Q. There is a second part of the deal related to\n 135:03 Azure exclusivity; is that right?\n 135:04 A. Yes.\n 135:05 Q. So part of the deal was that OpenAI would\n 135:06 exclusively use Azure for its cloud computing?\n 135:07 A. That's right. They would exclusively use Azure\n 135:08 for cloud computing. That said, I think it's good to\n 135:09 keep the overall context of our deal in mind. So as we\n 135:10 were dedicating that amount of resource, we wanted to\n 135:11 ensure that the two of us were partnered on this joint\n 135:12 e\ufb00ort together.\n136:15 - 136:24 Wetter, Michael 2025-09-08 00:00:42 DL3.58\n 136:15 There's another part -- a big major part of the\n 136:16 deal for Microso relating to exclusive rights to\n Plainti\ufb00 A\ufb00irmative MSFT Counters to Musk A\ufb00 7 / 19\n\f Case 4:24-cv-04722-YGR Document 601-5 Filed 05/29/26 Page 8 of 20\n DL3 - Microso 30(b)(6) - Wetter, Michael VOL 1 & 2\nDESIGNATION SOURCE DURATION ID\n 136:17 OpenAI's IP; is that right?\n 136:18 A. Yes. We've -- we had exclusive rights to\n 136:19 commercialize the IP, which we've augmented over time.\n 136:20 Currently OpenAI o\ufb00ers their models as a service\n 136:21 directly to consumers, to developers, to enterprises, as\n 136:22 does Microso .\n 136:23 So it's not an exclusive arrangement at this\n 136:24 point.\n144:08 - 144:08 Wetter, Michael 2025-09-08 00:00:14 DL3.144\n 144:08 55099. This is Exhibit 11.\n144:10 - 144:12 Wetter, Michael 2025-09-08 00:00:04 DL3.145\n 144:10 Q. (By Ms. Tofighbakhsh) This is the 2023 JDCA,\n 144:11 correct?\n 144:12 A. Right.\n155:09 - 155:12 Wetter, Michael 2025-09-08 00:00:06 DL3.62\n 245.1 155:09 Q. (By Ms. Tofighbakhsh) This is a Microso memo\n 245.1 155:10 to the board of directors dated June 10th, 2019,\n 155:11 correct?\n 155:12 A. That's right.\n157:06 - 157:07 Wetter, Michael 2025-09-08 00:00:08 DL3.64\n 157:06 Q. So when this structure was created, the\n 157:07 non-profit transferred assets to the for-profit entity?\n157:09 - 157:18 Wetter, Michael 2025-09-08 00:00:32 DL3.65\n 157:09 A. So this is a summary of what we understood the\n 157:10 total return amounts to be. So this was, you know, us\n 157:11 showing the contributions, as we understood them, from\n 157:12 OpenAI, and the target redemption amounts for each of\n 157:13 the parties that made contributions.\n 157:14 Q. (By Ms. Tofighbakhsh) And one of the parties\n 157:15 that made contributions is the non-profit?\n 157:16 A. Correct.\n 157:17 Q. And the non-profit's contribution was in the\n 157:18 form of assets?\n157:20 - 158:03 Wetter, Michael 2025-09-08 00:00:35 DL3.66\n 157:20 Q. (By Ms. Tofighbakhsh) According to this\n 157:21 document?\n 157:22 A. Yeah.\n 157:23 Q. That's the asterisk at the bottom of the chart?\n 157:24 A. Yeah. I see the asterisk, and I see the words.\n Plainti\ufb00 A\ufb00irmative MSFT Counters to Musk A\ufb00 8 / 19\n\f Case 4:24-cv-04722-YGR Document 601-5 Filed 05/29/26 Page 9 of 20\n DL3 - Microso 30(b)(6) - Wetter, Michael VOL 1 & 2\nDESIGNATION SOURCE DURATION ID\n 157:25 Our understanding was they did, OpenAI, Inc., did\n 158:01 contribute IP and people in the formation of the\n 158:02 for-profit entity.\n 158:03 Q. So by \"IP,\" we mean OpenAI's technology, right?\n158:06 - 158:06 Wetter, Michael 2025-09-08 00:00:03 DL3.67\n 158:06 A. Yes. I believe that's right.\n172:07 - 172:18 Wetter, Michael 2025-09-08 00:00:45 DL3.70\n 172:07 Q. (By Ms. Tofighbakhsh) Just go back to the 2023\n 207.7 172:08 JDCA, Exhibit 11. Yeah. And we can look at Page 55105,\n 207.7.1 172:09 at the very top.\n 172:10 A. Yes.\n 172:11 Q. Subsection V, it says: License IP?\n 172:12 A. Yeah.\n 172:13 Q. And it's the definition of the licensed IP as\n 172:14 used in the 2023 JDCA, right?\n 172:15 A. You got it.\n 172:16 Q. And it says: It means all of OpenAI and OpCo's\n 172:17 background, IP foreground, IP, et cetera, et cetera.\n 172:18 So it says \"all,\" right?\n172:20 - 173:11 Wetter, Michael 2025-09-08 00:00:51 DL3.71\n 172:20 A. It means -- I think you have to take it in each\n 172:21 segment. So it means all of these described IP\n 172:22 components that are listed here.\n 172:23 Q. (By Ms. Tofighbakhsh) Uh-huh. And it has a\n 172:24 clause that discusses the time frame too, right? At the\n 172:25 end of that sentence, it says: Whether developed at any\n 173:01 time, during the term or at any time before the\n 173:02 e\ufb00ective date?\n 173:03 A. That's right.\n 173:04 Q. And the next sentence says: For clarity,\n 173:05 license IP expressly includes all IP and technology of\n 173:06 OpenAI, OpCo or both, excluding only AGI, right?\n 173:07 A. Yes.\n 173:08 Q. That definition doesn't exist in the 2019 JDCA;\n 173:09 is that right?\n Clear 173:10 A. I would have to go look at the 2019 JDCA and\n 173:11 compare what we called licensed IP in the 2019 JDCA.\n173:14 - 173:23 Wetter, Michael 2025-09-08 00:00:40 DL3.72\n 173:14 If you go to Exhibit 10 and you go to 55174,\n\n Plainti\ufb00 A\ufb00irmative MSFT Counters to Musk A\ufb00 9 / 19\n\f Case 4:24-cv-04722-YGR Document 601-5 Filed 05/29/26 Page 10 of 20\n DL3 - Microso 30(b)(6) - Wetter, Michael VOL 1 & 2\nDESIGNATION SOURCE DURATION ID\n 173:15 the definitions are laid out alphabetically. This is\n 173:16 where licensed IP would be, right?\n 173:17 A. So I see licensed products there.\n 173:18 Q. Uh-huh. But that's not the same as licensed\n 173:19 IP, right?\n 173:20 A. These are di\ufb00erent definitions, so, yeah,\n 173:21 licensed IP is here. Licensed products is here.\n 173:22 Q. So it's fair to say, by the 2023 JDCA, the\n 173:23 licensed IP was everything, right?\n173:25 - 174:14 Wetter, Michael 2025-09-08 00:00:42 DL3.73\n 173:25 A. I think you have to go to the definition and\n 174:01 read the definition specifically. It says \"all\" and\n 174:02 then it describes each of the components. It then says:\n 174:03 Includes technology and IP of OpenAI, OpCo or both\n 174:04 excluding AGI.\n 174:05 Q. But it's not time limited by the term of the\n 174:06 agreement, right?\n 174:07 A. It is for IP that's developed during the term\n 174:08 of the agreement.\n 174:09 Q. And any IP developed before the e\ufb00ective date,\n 174:10 correct?\n 174:11 A. It does say that, yes, and before the e\ufb00ective\n 174:12 date.\n 174:13 Q. Okay. So this is a license for all IP that\n 174:14 OpenAI has ever developed up to 2030, correct?\n174:16 - 174:21 Wetter, Michael 2025-09-08 00:00:25 DL3.74\n 174:16 A. It covers before the e\ufb00ective date. So it\n 174:17 says what it says. It is IP and technology developed\n 174:18 during the term or anytime before the e\ufb00ective date.\n 174:19 Q. The e\ufb00ective date meaning the date this\n 174:20 agreement was signed?\n 174:21 A. Correct.\n177:07 - 177:16 Wetter, Michael 2025-09-08 00:00:32 DL3.75\n 177:07 Q. Let's go back to the memo, which is Exhibit 12.\n 177:08 A. Yep.\n 177:09 Q. Yep.\n 177:10 If you go to 907 and 908. So the first page,\n 177:11 flipping over to the second page. At the bottom of the\n 177:12 page, there's a paragraph that starts with: Given the\n 177:13 history of OpenAI, correct?\n Plainti\ufb00 A\ufb00irmative MSFT Counters to Musk A\ufb00 10 / 19\n\f Case 4:24-cv-04722-YGR Document 601-5 Filed 05/29/26 Page 11 of 20\n DL3 - Microso 30(b)(6) - Wetter, Michael VOL 1 & 2\nDESIGNATION SOURCE DURATION ID\n 177:14 A. Uh-huh.\n 177:15 Q. Do you see that?\n 177:16 A. Yes.\n177:17 - 178:09 Wetter, Michael 2025-09-08 00:01:05 DL3.76\n 245.1.2 177:17 Q. So the paragraph reads: Given the history of\n 177:18 OpenAI as a charitable non-profit organization and the\n 177:19 structural constraints related to existing investments\n 177:20 and to OpenFP, which gives the general partner\n 177:21 considerable control over the partnership, management\n 177:22 has negotiated a set of protective provisions on major\n 177:23 decisions.\n 177:24 What is the general partner of OpenFP?\n 177:25 A. The general partner?\n 178:01 Q. Uh-huh.\n Clear 178:02 A. I'm more familiar with the current structure in\n 178:03 the 2023 where there's a manager. But I believe -- I\n 178:04 actually don't want to speculate what the general\n 178:05 partner reference was there, but in the 2023, we have a\n 178:06 manager that -- that works with the OpenAI LLCA and the\n 178:07 non-profit.\n 178:08 Q. What's the name of the manager?\n 178:09 A. Sam Altman.\n203:24 - 204:19 Wetter, Michael 2025-09-08 00:01:15 DL3.80\n 203:24 Q. Has Microso , as of this date, made revenues\n 203:25 from products that incorporate OpenAI technology?\n 204:01 A. Yes.\n 204:02 Q. What are those revenues?\n 204:03 A. Yeah. I think we detail them in one of our\n 204:04 responses. I believe the response is as of the\n 204:05 March 31st quarter. And I think the aggregate revenue,\n 204:06 which you kind of have to have the full context of all\n 204:07 the invested capital to date, because now we've\n 204:08 committed $13 billion via these investment agreements.\n 204:09 And then similarly, for all of the Azure inferencing\n 204:10 services, we similarly have to invest in cloud\n 204:11 infrastructure ahead of recognizing revenue.\n 204:12 So with that context, we've recognized, I\n 204:13 believe, approximately $9 and a half billion of total\n 204:14 revenue life to date in our relationship with OpenAI.\n 204:15 Q. Does that include the 20 percent revenue share?\n\n Plainti\ufb00 A\ufb00irmative MSFT Counters to Musk A\ufb00 11 / 19\n\f Case 4:24-cv-04722-YGR Document 601-5 Filed 05/29/26 Page 12 of 20\n DL3 - Microso 30(b)(6) - Wetter, Michael VOL 1 & 2\nDESIGNATION SOURCE DURATION ID\n 204:16 A. It does.\n 204:17 Q. So that includes products that OpenAI has\n 204:18 launched separately from Microso ?\n 204:19 A. It does.\n207:09 - 207:10 Wetter, Michael 2025-09-08 00:00:03 DL3.83\n 257.1 207:09 Q. (By Ms. Tofighbakhsh) So I just handed you\n 207:10 Exhibit 16.\n207:14 - 207:18 Wetter, Michael 2025-09-08 00:00:13 DL3.84\n 207:14 Q. It's an email chain, right?\n 207:15 A. It is.\n 257.1.1 207:16 Q. The latest email on it is dated February 13th,\n 207:17 2022?\n 207:18 A. Yes.\n208:24 - 208:25 Wetter, Michael 2025-09-08 00:00:06 DL3.85\n Clear 208:24 Q. So by 2022, OpenAI was actively working to\n 208:25 commercialize its IP, correct?\n209:15 - 209:16 Wetter, Michael 2025-09-08 00:00:07 DL3.86\n 209:15 A. I don't believe OpenAI had started\n 209:16 commercializing its IP directly at that point.\n210:06 - 210:12 Wetter, Michael 2025-09-08 00:00:21 DL3.87\n 210:06 Q. So OpenAI came to Microso to propose a\n 210:07 restructure of OpenAI, correct?\n 210:08 A. Yes.\n 210:09 Q. And under its major decision power, Microso\n 210:10 had to approve that restructure?\n 210:11 A. I believe a restructure of the entity would\n 210:12 have been one of the major decisions.\n225:03 - 225:09 Wetter, Michael 2025-09-08 00:00:20 DL3.88\n 225:03 Q. In 2023, Microso and OpenAI executed the\n 225:04 third JDCA, correct?\n 225:05 A. Yes.\n 225:06 Q. And there was an investment agreement that went\n 225:07 along with that?\n 225:08 A. Yes. We -- we signed both the JDCA in 2023, as\n 225:09 well as an investment agreement.\n226:05 - 226:18 Wetter, Michael 2025-09-08 00:00:48 DL3.89\n 226:05 Q. And the investment agreement was for\n 226:06 $10 billion, correct?\n\n Plainti\ufb00 A\ufb00irmative MSFT Counters to Musk A\ufb00 12 / 19\n\f Case 4:24-cv-04722-YGR Document 601-5 Filed 05/29/26 Page 13 of 20\n DL3 - Microso 30(b)(6) - Wetter, Michael VOL 1 & 2\nDESIGNATION SOURCE DURATION ID\n 226:07 A. The investment agreement was for $10 billion\n 226:08 to -- for the operating expenditure/corporate purposes\n 226:09 and then 8 to invest in supercomputer capacity.\n 226:10 Q. And that's a pretty substantial increase from\n 226:11 the prior JDCA investments?\n 226:12 A. It's a significant increase from the prior\n 226:13 investments.\n 226:14 Q. It's more than triple what Microso had\n 226:15 already invested in OpenAI?\n 226:16 A. It is a commitment to invest $10 billion over\n 226:17 the term of the -- of the investment agreement in JDCA,\n 226:18 yeah.\n226:24 - 226:25 Wetter, Michael 2025-09-08 00:00:07 DL3.147\n 226:24 Q. Did Microso embed any employees with OpenAI\n 226:25 as a result of the 2023 JDCA?\n227:02 - 227:05 Wetter, Michael 2025-09-08 00:00:17 DL3.91\n 227:02 A. The JDCA, I believe, called for on-site\n 227:03 engineering, but we did not -- the word \"embed\" could be\n 227:04 misunderstood. But we did have on-site engineers at\n 227:05 OpenAI.\n227:06 - 227:09 Wetter, Michael 2025-09-08 00:00:13 DL3.92\n 227:06 Q. By on-site engineers, did they work at OpenAI's\n 227:07 o\ufb00ices?\n 227:08 A. Yes, I believe they worked on-site at OpenAI's\n 227:09 facilities.\n227:10 - 227:17 Wetter, Michael 2025-09-08 00:00:25 DL3.93\n 227:10 Q. And they worked on OpenAI projects?\n 227:11 A. They did work on OpenAI projects.\n 227:12 Q. But they were employed by Microso ?\n 227:13 A. They were employed by Microso .\n 227:14 Q. So they are Microso 's engineers working at\n 227:15 OpenAI?\n 227:16 A. Microso engineers working on-site in OpenAI's\n 227:17 facilities.\n235:09 - 235:15 Wetter, Michael 2025-09-08 00:00:27 DL3.94\n 235:09 Q. Was the TRA ever constructed in reference to\n 235:10 OpenAI's valuation at the time?\n 235:11 A. No. The TRA just might be -- it's a\n 235:12 profit-sharing construct, as opposed to a valuation\n Plainti\ufb00 A\ufb00irmative MSFT Counters to Musk A\ufb00 13 / 19\n\f Case 4:24-cv-04722-YGR Document 601-5 Filed 05/29/26 Page 14 of 20\n DL3 - Microso 30(b)(6) - Wetter, Michael VOL 1 & 2\nDESIGNATION SOURCE DURATION ID\n 235:13 construct.\n 235:14 Q. So Microso 's investment is not based on the\n 235:15 value of OpenAI?\n241:01 - 241:05 Wetter, Michael 2025-09-08 00:00:15 DL3.98\n 241:01 Q. What is Project Watershed?\n 241:02 A. Project Watershed is the project that was\n 241:03 started by OpenAI around this potential recapitalization\n 241:04 that we just talked about to a public benefit\n 241:05 corporation.\n241:24 - 242:03 Wetter, Michael 2025-09-08 00:00:22 DL3.100\n 241:24 Q. Is Microso 's approval required for OpenAI to\n 241:25 convert to a PBC?\n 242:01 A. It would be required. Our approval would be\n 242:02 required to go from the current structure of the\n 242:03 for-profit entity into the contemplated PBC.\n242:13 - 242:15 Wetter, Michael 2025-09-08 00:00:06 DL3.102\n 242:13 Q. Does Microso oppose OpenAI's plan to convert\n 242:14 to a PBC?\n 242:15 A. We don't oppose it.\n242:16 - 242:17 Wetter, Michael 2025-09-08 00:00:04 DL3.103\n 242:16 Q. Does it support Microso 's plan to convert to\n 242:17 a PBC?\n242:19 - 242:22 Wetter, Michael 2025-09-08 00:00:14 DL3.104\n 242:19 A. It's completely in OpenAI's decision, like,\n 242:20 it's their control. If they want to recapitalize the\n 242:21 for-profit entity, that's up to the non-profit to\n 242:22 decide.\n242:23 - 243:01 Wetter, Michael 2025-09-08 00:00:08 DL3.105\n 242:23 Q. (By Ms. Tofighbakhsh) But if Microso doesn't\n 242:24 approve of that decision, it can decide not to issue a\n 242:25 waiver; is that right?\n 243:01 A. That's correct.\n243:02 - 243:03 Wetter, Michael 2025-09-08 00:00:05 DL3.106\n 243:02 Q. And then OpenAI can't convert until the\n 243:03 termination of the JDCA?\n243:06 - 243:09 Wetter, Michael 2025-09-08 00:00:19 DL3.146\n 243:06 A. I don't know what would come next if we were to\n 243:07 not approve and not sign a waiver. We would probably\n Plainti\ufb00 A\ufb00irmative MSFT Counters to Musk A\ufb00 14 / 19\n\f Case 4:24-cv-04722-YGR Document 601-5 Filed 05/29/26 Page 15 of 20\n DL3 - Microso 30(b)(6) - Wetter, Michael VOL 1 & 2\nDESIGNATION SOURCE DURATION ID\n 243:08 work with OpenAI on a scenario that worked for us. Like\n 243:09 I don't foresee us objecting to their -- to their plans.\n245:01 - 245:02 Wetter, Michael 2025-09-08 00:00:05 DL3.107\n 245:01 Q. (By Ms. Tofighbakhsh) If OpenAI converts, it\n 245:02 could potentially IPO in the future; is that right?\n245:04 - 245:08 Wetter, Michael 2025-09-08 00:00:16 DL3.108\n 245:04 A. It's for OpenAI's non-profit board to determine\n 245:05 if there's an IPO prospect for the company. And if\n 245:06 that's the right approach going forward.\n 245:07 Q. (By Ms. Tofighbakhsh) But its possible to IPO\n 245:08 if it's a corporation?\n245:10 - 245:12 Wetter, Michael 2025-09-08 00:00:10 DL3.109\n 245:10 A. I believe that it is possible for them to IPO\n 245:11 as a public benefit corporation for the for-profit\n 245:12 entity.\n255:06 - 255:14 Wetter, Michael 2025-09-08 00:00:16 DL3.111\n 255:06 Q. (By Ms. Tofighbakhsh) Exhibit 20, this is\n 279.1.1 255:07 another Microso memo to the board of directors,\n 255:08 correct?\n 255:09 A. Yes, it is.\n 255:10 Q. It's dated September 9, 2024?\n 255:11 A. It is.\n 255:12 Q. By Satya Nadella, Kevin Scott, Amy Hood, and\n 255:13 Brad Smith?\n 255:14 A. Yes.\n265:18 - 266:14 Wetter, Michael 2025-09-08 00:01:13 DL3.112\n 279.10.1 265:18 Q. This is the distribution waterfall as of 2024,\n 265:19 correct?\n 265:20 A. Yes. It looks like -- yeah, as of June 30th,\n 265:21 2024.\n 265:22 Q. Uh-huh. And if you go down to the footnote\n 265:23 that's No. 2 underneath the chart?\n 265:24 A. Yes.\n 265:25 Q. Just the last clause says: Values are subject\n 279.10.3 266:01 to a 20 percent increase annually a er each full year\n 266:02 beginning 1/1/25, right?\n 266:03 A. That's right.\n 266:04 Q. So from now until 2025, Microso 's TRA\n 266:05 increased 20 percent each year; is that right?\n Plainti\ufb00 A\ufb00irmative MSFT Counters to Musk A\ufb00 15 / 19\n\f Case 4:24-cv-04722-YGR Document 601-5 Filed 05/29/26 Page 16 of 20\n DL3 - Microso 30(b)(6) - Wetter, Michael VOL 1 & 2\nDESIGNATION SOURCE DURATION ID\n 266:06 A. A er 2025, it would start to increase\n 266:07 20 percent per year, as with all TRA stakeholders.\n Clear 266:08 Q. So the amount of profit that would have to be\n 266:09 paid out to meet the cap increases every year from now\n 266:10 until 2030; is that right?\n 266:11 A. I don't know if there is a specific end date\n 266:12 contemplated. But per the most recent investment\n 266:13 agreements, it called for a 20 percent increase annually\n 266:14 a er January 1st, 2025.\n267:23 - 268:04 Wetter, Michael 2025-09-08 00:00:12 DL3.113\n 267:23 Q. (By Ms. Tofighbakhsh) I will talk to you a\n 267:24 little bit then about your conversation with Dee\n 267:25 Templeton.\n 268:01 A. Okay.\n 268:02 Q. You said at the beginning you spoke to Dee\n 268:03 about her role as a board observer?\n 268:04 A. That's right.\n268:12 - 268:15 Wetter, Michael 2025-09-08 00:00:10 DL3.115\n 268:12 Q. She was a board observer beginning in December\n 268:13 2023 up until July 2024?\n 268:14 A. Yeah, those -- those dates sound approximately\n 268:15 right. Yeah.\n268:22 - 269:17 Wetter, Michael 2025-09-08 00:01:47 DL3.117\n 268:22 Q. What did she tell you?\n 268:23 A. Yeah. So she told me that she was appointed as\n 268:24 Microso 's nonvoting board observer in December. This\n 268:25 was during the time that OpenAI's board was working\n 269:01 through rebuilding their board of the non-profit. And\n 269:02 her job was essentially -- or her purpose there was to\n 269:03 understand and help assure us that they had made\n 269:04 improvements to the governance at OpenAI's board.\n 269:05 Q. Improvements to the governance meaning what?\n 269:06 A. Maybe \"improvements\" is the wrong word. That\n 269:07 we understood -- again, this is just understanding. We\n 269:08 have no role, to be super clear, but this is just\n 269:09 understanding how they were going to set up their board\n 269:10 a er making changes.\n 269:11 Q. And why would Microso need Dee Templeton to\n 269:12 be there, to have that understanding?\n 269:13 A. In -- in order for us to internally feel like\n Plainti\ufb00 A\ufb00irmative MSFT Counters to Musk A\ufb00 16 / 19\n\f Case 4:24-cv-04722-YGR Document 601-5 Filed 05/29/26 Page 17 of 20\n DL3 - Microso 30(b)(6) - Wetter, Michael VOL 1 & 2\nDESIGNATION SOURCE DURATION ID\n 269:14 their board structure and governance was -- just\n 269:15 understand how they put it together so we could have\n 269:16 assurances internally around the governance of the board\n 269:17 going forward.\n272:06 - 273:05 Wetter, Michael 2025-09-08 00:01:13 DL3.119\n 272:06 Q. Okay. So this sets up the deployment safety\n 272:07 board; is that right?\n 272:08 A. That's correct.\n 272:09 Q. Okay. And the DSB is supposed to review\n 272:10 products meeting certain parameters for safety and\n 272:11 responsibility, correct?\n 272:12 A. I'm just going to read really quick to\n 272:13 refamiliarize myself with it.\n 272:14 Yes, regarding safety issues.\n 272:15 Q. Just flip over to 55147, which is the next page\n 272:16 over, all the way at the end of the section.\n 272:17 Sorry. Your page is 48.\n 207.49.1 272:18 A. Yep.\n 272:19 Q. All the way at the bottom, the very last\n 272:20 provision, it says: Commercialization, right?\n 272:21 A. Yes.\n 272:22 Q. And it says: A critical purpose of this\n 272:23 agreement is for -- is to provide for the deployment of\n 272:24 licensed IP and licensed products of Microso or its\n 272:25 a\ufb00iliates. Correct?\n 273:01 A. That is what it says.\n 273:02 Q. Uh-huh. And it says: The DSB will apply the\n 273:03 safety criteria in recognition of this purpose and will\n 273:04 not unreasonably reject a deployment context.\n 273:05 A. Yes.\n273:21 - 273:23 Wetter, Michael 2025-09-08 00:00:07 DL3.120\n Clear 273:21 Q. The question is, is that it's stating a\n 273:22 critical purpose of the agreement is to commercialize\n 273:23 products; is that right?\n274:01 - 274:07 Wetter, Michael 2025-09-08 00:00:25 DL3.121\n 274:01 A. This exhibit -- my understanding of this\n 274:02 exhibit is to ensure safe deployment of AI technologies\n 274:03 in the context of whether it's -- and specifically there\n 274:04 is a term in here for commercialization as well.\n 274:05 Q. (By Ms. Tofighbakhsh) And the DSB --\n Plainti\ufb00 A\ufb00irmative MSFT Counters to Musk A\ufb00 17 / 19\n\f Case 4:24-cv-04722-YGR Document 601-5 Filed 05/29/26 Page 18 of 20\n DL3 - Microso 30(b)(6) - Wetter, Michael VOL 1 & 2\nDESIGNATION SOURCE DURATION ID\n 274:06 A. Yeah.\n 274:07 Q. -- is a gate to the deployment of AI products?\n274:10 - 274:11 Wetter, Michael 2025-09-08 00:00:24 DL3.122\n 274:10 A. It is -- it could be a gate for\n 274:11 commercialization.\n274:16 - 274:18 Wetter, Michael 2025-09-08 00:00:04 DL3.124\n 274:16 Q. Does it have the power to reject\n 274:17 commercialization?\n 274:18 A. I believe so.\n275:04 - 275:14 Wetter, Michael 2025-09-08 00:00:29 DL3.125\n 275:04 Q. And it says: If the DSB rejects any potential\n 275:05 development, it will provide specific written guidance\n 275:06 su\ufb00icient for the requesting party to understand the\n 275:07 basis for the DSB's decision.\n 275:08 A. Correct.\n 275:09 Q. So that means that the DSB has to write down\n 275:10 why it rejects a product?\n 275:11 A. Yeah. Yeah, it gives feedback as to why it is\n 275:12 requesting. That's right.\n 275:13 Q. Has the DSB ever blocked a product from\n 275:14 deploying?\n275:16 - 275:17 Wetter, Michael 2025-09-08 00:00:07 DL3.126\n 275:16 A. I'm -- I'm not aware of it rejecting product\n 275:17 deployment.\n292:08 - 292:14 Wetter, Michael 2025-09-08 00:00:28 DL3.127\n 292:08 Q. So the amount of money that has to be paid out\n 292:09 before the non-profit starts receiving 100 percent of\n 292:10 the profits is higher?\n 292:11 A. Yes. The non-profit participates in the TRA as\n 292:12 well, and then -- but yes, it would increase the amount\n 292:13 before they participate in the uncapped residual amount\n 292:14 that they -- that the non-profit would receive.\n299:17 - 299:19 Wetter, Michael 2025-09-25 00:00:07 DL3.128\n 299:17 Q. You were previously deposed on September 8th of\n 299:18 this year; is that right?\n 299:19 A. Yes, that's right.\n327:02 - 327:03 Wetter, Michael 2025-09-25 00:00:06 DL3.141\n 327:02 Q. (By Ms. Schubert) Under the 2025 deal, if\n\n Plainti\ufb00 A\ufb00irmative MSFT Counters to Musk A\ufb00 18 / 19\n\f Case 4:24-cv-04722-YGR Document 601-5 Filed 05/29/26 Page 19 of 20\n DL3 - Microso 30(b)(6) - Wetter, Michael VOL 1 & 2\nDESIGNATION SOURCE DURATION ID\n 327:03 OpenAI develops AGI, does Microso get a license to it?\n327:06 - 327:09 Wetter, Michael 2025-09-25 00:00:20 DL3.142\n 327:06 A. We have -- yes. We do have a license to the\n 327:07 IP, the model that they develop. Inclusive of that\n 327:08 model is AGI. There are limits to our IP license once\n 327:09 they achieve AGI, including the underlying research IP.\n328:22 - 329:01 Wetter, Michael 2025-09-25 00:00:19 DL3.143\n 328:22 Q. Why is the IP so important to Microso ?\n 328:23 A. The underlying deal that we've been executing\n 328:24 against with OpenAI for a number of years, that has been\n 328:25 a core tenet of our relationship, the IP rights that we\n 329:01 have.\n\n\n\n Plainti\ufb00 A\ufb00irmative 00:28:18\n MSFT Counters to Musk A\ufb00 00:04:54\n TOTAL RUN TIME 00:33:12\n\n\n\n Documents linked to video:\n 207\n 222\n 245\n 257\n 279\n\n\n\n\n Plainti\ufb00 A\ufb00irmative MSFT Counters to Musk A\ufb00 19 / 19\n\f Case 4:24-cv-04722-YGR Document 601-5 Filed 05/29/26 Page 20 of 20\n\n\n\n ERRATA SHEET\n MUSK V. ALTMAN, ET AL\n No. 4:24-cv-04722-YGR\n\n\n\n Witness Name: Michael Wetter\n Deposition Date: September 8, 2025\n\n\n\nI, Michael Wetter, wish to make the following changes to the record:\n\n Page Line(s) Now Reads Should Read Reason\n 14 19 J.S. Morgan J.P. Morgan Typographical error\n 20 14, 16 Mark Marc Typographical error\n 175 4 opening AI OpenAI Typographical error\n 188 12 $2 million $2 billion Typographical error\n 221 23-24 higher firepower hire/fire power Typographical error\n 226 8 to \u2013 for the -- 2 for the Typographical error\n 232 23 by buy Typographical error\n 242 16 Microsoft\u2019s plan OpenAI\u2019s plan Clarification\n 249 17, 19 evaluation valuation Typographical error\n 275 12 requesting rejecting Typographical error\n\nI, Michael Wetter, reserve the right to further supplement these errata should discrepancies between the\nvideo and transcript be later identified.\n 10/10/2025\nDate: ______________ Signed: ________________________________\n Michael Wetter (CORPDEV) (Oct 10, 2025 22:56:02 PDT)\n\f","ocr_status":2,"date_upload":"2026-05-29T14:05:16.380879-07:00","document_number":"601","attachment_number":5,"pacer_doc_id":"035027190062","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit 1704","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/480905857/","id":480905857,"tags":[],"absolute_url":"/docket/69013420/601/6/musk-v-altman/","date_created":"2026-05-29T14:04:41.611226-07:00","date_modified":"2026-05-30T05:49:48.361992-07:00","sha1":"909fbfd65cc30e708024c729b340bbfa45e6d5f3","page_count":14,"file_size":845196,"filepath_local":"recap/gov.uscourts.cand.433688/gov.uscourts.cand.433688.601.6.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cand.433688/gov.uscourts.cand.433688.601.6.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 4:24-cv-04722-YGR Document 601-6 Filed 05/29/26 Page 1 of 14\n United States District Court\n Northern District of California\n\n\n\n\nSam Teller OpenAi, MSFT\n Case No. 4:24-CV-04722-YGR\n\n\n\n\n \u0394 DEFENDANT \u0394\n Case Title Musk et al. v. Altman et al.\n\n Exhibit No. DX-1705\n\n\n\n\nA\ufb00irmative Designations\n Date Entered\n\n Mark Busby, Clerk\n By:_______________________, Deputy Clerk\n\n\n\n\nDesignation List Report\n\n\n\n\n Teller, Sam 2025-09-22\n\n\n\n OAI A\ufb00irmatives 00:20:28\n MSFT A\ufb00irmatives 00:01:04\n TOTAL RUN TIME 00:21:31\n\n\n\n Documents linked to video:\n D643\n D664\n D720\n D755\n D830\n\n\n\n\n ID: ST4\n\n\n DX-1705 - Page 1\n\f Case 4:24-cv-04722-YGR Document 601-6 Filed 05/29/26 Page 2 of 14\n ST4 - Sam Teller OpenAi, MSFT A\ufb00irmative Designations\nDESIGNATION SOURCE DURATION ID\n\n 5:05 - 5:07 Teller, Sam 2025-09-22 00:00:03 ST4.1\n 5:05 THE REPORTER: Please state your name\n 5:06 for the record.\n 5:07 THE WITNESS: Sam Teller.\n 8:22 - 9:04 Teller, Sam 2025-09-22 00:00:21 ST4.2\n 8:22 Q. Have you ever been employed by Mr. Musk?\n 8:23 A. I have.\n 8:24 Q. Any of his companies, you ever worked for any\n 8:25 of his companies?\n 9:01 A. Actually, I should correct my previous\n 9:02 statement. I have been employed by two of his\n 9:03 companies -- Tesla and SpaceX -- but I have not actually\n 9:04 been a direct employee of Mr. Musk personally.\n 10:06 - 10:11 Teller, Sam 2025-09-22 00:00:12 ST4.3\n 10:06 Q. You said that you worked at Tesla from 2014 to\n 10:07 2019. What years did you work at SpaceX for?\n 10:08 A. The same years.\n 10:09 Q. So you worked at both companies for the same\n 10:10 interval of time; is that right?\n 10:11 A. Correct.\n 14:15 - 15:06 Teller, Sam 2025-09-22 00:00:45 ST4.4\n 14:15 Focusing now back on the time that you were\n 14:16 working for Mr. Musk, did you work out of a physical\n 14:17 o\ufb00ice?\n 14:18 A. I worked out of many di\ufb00erent o\ufb00ices and\n 14:19 factories over the period of time that I worked for him.\n 14:20 Q. And did you essentially follow Mr. Musk\n 14:21 day-to-day; wherever he was, you would be?\n 14:22 A. For the most part.\n 14:23 Q. Okay. When Mr. Musk would travel, you\n 14:24 typically traveled with him? That was part of your\n 14:25 role?\n 15:01 A. Most of the time.\n 15:02 Q. So it's fair to say you interacted with\n 15:03 Mr. Musk, at least typically, on a daily basis during\n 15:04 the time that you worked as the director of the o\ufb00ice\n 15:05 of the CEO?\n 15:06 A. Correct.\n 16:10 - 16:13 Teller, Sam 2025-09-22 00:00:10 ST4.5\n\n OAI A\ufb00irmatives MSFT A\ufb00irmatives 2 / 14\n\n DX-1705 - Page 2\n\f Case 4:24-cv-04722-YGR Document 601-6 Filed 05/29/26 Page 3 of 14\n ST4 - Sam Teller OpenAi, MSFT A\ufb00irmative Designations\nDESIGNATION SOURCE DURATION ID\n 16:10 Q. Did you text with Mr. Musk? ST4.5\n 16:11 A. I did.\n 16:12 Q. How frequently?\n 16:13 A. I'd say every day.\n 17:03 - 17:07 Teller, Sam 2025-09-22 00:00:12 ST4.6\n 17:03 Q. What percentage of the time when Mr. Musk\n 17:04 traveled, while you were working for him, did you travel\n 17:05 with him?\n 17:06 A. My estimate would be about 90 percent of the\n 17:07 time.\n 50:11 - 50:18 Teller, Sam 2025-09-22 00:00:36 ST4.7\n 50:11 Q. What was your general understanding in\n 50:12 the preformation period of what OpenAI's mission would\n 50:13 be?\n 50:14 A. My understanding was that OpenAI was to be\n 50:15 created in order to try to rapidly develop artificial\n 50:16 intelligence that was for the benefit of humanity at\n 50:17 large, and that this was being done in sum or large part\n 50:18 to create a counterbalance to DeepMind.\n 60:11 - 60:13 Teller, Sam 2025-09-22 00:00:08 ST4.8\n 60:11 Q. Sitting here today, are you -- can you\n 60:12 recall any occasion on which Mr. Musk told you that\n 60:13 Mr. Altman made promises to him about OpenAI?\n 60:15 - 60:18 Teller, Sam 2025-09-22 00:00:07 ST4.9\n 60:15 A. I don't remember any such occasion.\n 60:16 Q. Okay. Did Mr. Musk ever tell you that\n 60:17 Mr. Brockman had made promises to Mr. Altman about\n 60:18 OpenAI?\n 60:20 - 60:20 Teller, Sam 2025-09-22 00:00:02 ST4.10\n 60:20 A. Same thing. I don't remember.\n 61:14 - 61:15 Teller, Sam 2025-09-22 00:00:05 ST4.11\n 61:14 Q. Did Mr. Musk ever tell you that anyone had made\n 61:15 promises to him that related to OpenAI in any way?\n 61:17 - 61:18 Teller, Sam 2025-09-22 00:00:09 ST4.12\n 61:17 A. I don't have any recollection of any such\n 61:18 statement from Mr. Musk.\n 62:01 - 62:02 Teller, Sam 2025-09-22 00:00:05 ST4.13\n 62:01 Q. Did Mr. Musk ever tell you that he had any kind\n OAI A\ufb00irmatives MSFT A\ufb00irmatives 3 / 14\n\n DX-1705 - Page 3\n\f Case 4:24-cv-04722-YGR Document 601-6 Filed 05/29/26 Page 4 of 14\n ST4 - Sam Teller OpenAi, MSFT A\ufb00irmative Designations\nDESIGNATION SOURCE DURATION ID\n 62:02 of agreement, arrangement or understanding with OpenAI?\n 62:04 - 62:05 Teller, Sam 2025-09-22 00:00:06 ST4.14\n 62:04 A. I don't have a memory of any conversation like\n 62:05 that.\n 74:17 - 74:22 Teller, Sam 2025-09-22 00:00:24 ST4.15\n 74:17 Q. As far as you know, did Mr. Musk impose any\n 74:18 conditions on the use of his donations to OpenAI?\n 74:19 A. I don't know.\n 74:20 Q. Did Mr. Musk ever tell you there were any\n 74:21 conditions on his donations to OpenAI?\n 74:22 A. I don't remember.\n 75:02 - 75:14 Teller, Sam 2025-09-22 00:00:36 ST4.16\n 75:02 Q. I'm just trying to understand what you meant by\n 75:03 \"I don't remember.\" So sitting here today, you have no\n 75:04 recollection of Mr. Musk ever telling you that his\n 75:05 donations to OpenAI had conditions attached to them. Do\n 75:06 I have that right?\n 75:07 A. Sitting here today, I have no memory of Elon\n 75:08 telling me his donations to OpenAI had conditions\n 75:09 attached to them; that's correct.\n 75:10 Q. Did Mr. Birchall ever tell you that Mr. Musk's\n 75:11 donations to OpenAI had conditions attached to them?\n 75:12 A. I don't remember.\n 75:13 Q. You don't remember him doing that?\n 75:14 A. Correct.\n 75:17 - 75:20 Teller, Sam 2025-09-22 00:00:15 ST4.17\n 75:17 Did anyone working with Mr. Musk or for\n 75:18 Mr. Musk ever tell you that Mr. Musk's donations to\n 75:19 OpenAI had conditions attached to them?\n 75:20 A. I don't remember that.\n 79:10 - 79:12 Teller, Sam 2025-09-22 00:00:05 ST4.18\n 79:10 By the way, is it fair to say that you were\n 79:11 Mr. Musk's chief of sta\ufb00 in this period of time?\n 79:12 A. Yes.\n 79:17 - 79:19 Teller, Sam 2025-09-22 00:00:08 ST4.19\n 79:17 Q. Did your responsibilities as Mr. Musk's chief\n 79:18 of sta\ufb00 involve helping him with OpenAI?\n 79:19 A. Yes.\n\n OAI A\ufb00irmatives MSFT A\ufb00irmatives 4 / 14\n\n DX-1705 - Page 4\n\f Case 4:24-cv-04722-YGR Document 601-6 Filed 05/29/26 Page 5 of 14\n ST4 - Sam Teller OpenAi, MSFT A\ufb00irmative Designations\nDESIGNATION SOURCE DURATION ID\n 96:18 - 96:20 Teller, Sam 2025-09-22 00:00:06 ST4.20\n 96:18 Q. Did there ever come a time when OpenAI\n 96:19 considered raising funds from sources that could\n 96:20 possibly receive a return on investment?\n 96:22 - 97:15 Teller, Sam 2025-09-22 00:01:46 ST4.21\n 96:22 A. Yes, there was a time when OpenAI considered\n 96:23 that.\n 96:24 Q. When was that?\n 96:25 A. I don't remember the exact dates, but it was --\n 97:01 I believe it was sometime, you know, it was in the year\n 97:02 or so preceding Elon's departure.\n 97:03 Q. And do you recall what investment structures\n 97:04 OpenAI considered when it was looking at that option?\n 97:05 A. I recall a number of structures being\n 97:06 considered. One was a -- I believe a kind of hybrid\n 97:07 non-profit for profit. I don't know if it was a\n 97:08 di\ufb00erent proposal or if it was the same, but maybe\n 97:09 there was an idea of it becoming just a for-profit\n 97:10 company, but, like, with a capped return. I recall an\n 97:11 idea for an initial coin o\ufb00ering, or an ICO, which\n 97:12 would have raised money using some crypto blockchain\n 97:13 technology. I remember considering other increased\n 97:14 funding through, like, while maintaining non-profit\n 97:15 status.\n100:05 - 100:10 Teller, Sam 2025-09-22 00:00:19 ST4.22\n 100:05 Q. Mr. Teller, did Mr. Musk ever say to you that\n 100:06 establishing OpenAI as a non-profit might have been a\n 100:07 mistake?\n 100:08 A. It's possible that he expressed that sentiment\n 100:09 at some point along the line, but I don't recall a\n 100:10 specific conversation.\n101:02 - 101:07 Teller, Sam 2025-09-22 00:00:25 ST4.23\n 101:02 What do you recall Mr. Musk saying about his\n 101:03 concerns around OpenAI being able to achieve AGI?\n 101:04 A. The gist of it was similar to what was\n 101:05 expressed in some prior documents I think we reviewed\n 101:06 today, that OpenAI was not making rapid enough progress\n 101:07 and that Google meanwhile was accelerating.\n105:09 - 105:18 Teller, Sam 2025-09-22 00:00:48 ST4.24\n\n OAI A\ufb00irmatives MSFT A\ufb00irmatives 5 / 14\n\n DX-1705 - Page 5\n\f Case 4:24-cv-04722-YGR Document 601-6 Filed 05/29/26 Page 6 of 14\n ST4 - Sam Teller OpenAi, MSFT A\ufb00irmative Designations\nDESIGNATION SOURCE DURATION ID\n 105:09 Q. Did you ever form the view yourself that ST4.24\n 105:10 setting OpenAI as a non for profit was a mistake?\n 105:11 A. No, I think it made sense given the goals and\n 105:12 the setup at the time.\n 105:13 Q. Did there ever come a time in your mind when\n 105:14 you thought that revisiting that structure was\n 105:15 appropriate?\n 105:16 A. I thought that the discussions that the team\n 105:17 was having around setting up OpenAI for future success\n 105:18 were appropriate.\n145:04 - 145:14 Teller, Sam 2025-09-22 00:00:17 ST4.25\n 145:04 (Whereupon, TESLA_000002038 was marked\n 145:05 as Teller Exhibit 17, for identification, as of\n 145:06 this date.)\n D643.1 145:07 BY MR. WILSON:\n D643.1.10 145:08 Q. So we were just looking at an e-mail chain\n 145:09 about setting a conference call on August 12th, 2017,\n D643.1.11 145:10 and here we have -- the new exhibit is an e-mail from\n 145:11 Ms. Zilis to you to Ms. Gallagher, from August 12th,\n D643.1.12 145:12 2017, \"Subject: Decision and Notes.\"\n 145:13 Do you see that?\n 145:14 A. I do. I'm just going to read it.\n145:15 - 145:23 Teller, Sam 2025-09-22 00:00:17 ST4.26\n 145:15 Q. So Ms. Zilis writes at the top:\n D643.1.13 145:16 \"Hey guys! Productive meeting. Ran\n 145:17 5:30 to 7:30ish I think (?) so contentful\n 145:18 discussion.\"\n 145:19 Do you see that?\n 145:20 A. Yes.\n 145:21 Q. And Ms. Zilis sends you notes from that call;\n 145:22 correct?\n 145:23 A. Yes.\n148:04 - 148:07 Teller, Sam 2025-09-22 00:00:07 ST4.27\n D643.1.14 148:04 \"OpenAI switch to for-profit in next\n 148:05 couple of weeks. (Woah, fast).\"\n 148:06 Do you see that?\n 148:07 A. I do.\n149:12 - 150:01 Teller, Sam 2025-09-22 00:01:05 ST4.28\n 149:12 Q. Did you ever discuss with Mr. Musk,\n\n OAI A\ufb00irmatives MSFT A\ufb00irmatives 6 / 14\n\n DX-1705 - Page 6\n\f Case 4:24-cv-04722-YGR Document 601-6 Filed 05/29/26 Page 7 of 14\n ST4 - Sam Teller OpenAi, MSFT A\ufb00irmative Designations\nDESIGNATION SOURCE DURATION ID\n 149:13 a er the date of this e-mail, the possibility that\n 149:14 OpenAI would become a for-profit enterprise?\n 149:15 A. I imagine the answer is yes, but I don't\n 149:16 remember any specific conversations.\n 149:17 Q. Can you remember anything about those\n 149:18 conversations?\n 149:19 A. I'm really racking my brain, but I can't\n 149:20 remember any specific conversations with him about it or\n 149:21 about this subject.\n 149:22 Q. Did you discuss, a er the date of this e-mail,\n 149:23 OpenAI potentially switching to a for-profit enterprise\n 149:24 with Ms. Zilis?\n 149:25 A. It's likely, but I can't remember having those\n Clear 150:01 conversations.\n152:13 - 153:01 Teller, Sam 2025-09-22 00:00:48 ST4.29\n 152:13 Q. Did Mr. Musk ever tell you that it was\n 152:14 his belief that OpenAI could not convert to a\n 152:15 for-profit?\n 152:16 A. I don't have a memory of him telling me that.\n 152:17 Q. Did Mr. Musk ever tell you that he thought\n 152:18 converting OpenAI to a for-profit would be inconsistent\n 152:19 with the mission?\n 152:20 A. I don't remember having a conversation with him\n 152:21 about that.\n 152:22 Q. Did Mr. Musk ever tell you that changing the\n 152:23 structure of OpenAI so that it was a hybrid\n 152:24 for-profit/not-for-profit would be inconsistent with\n 152:25 OpenAI's mission?\n 153:01 A. I don't remember him saying that.\n154:07 - 154:10 Teller, Sam 2025-09-22 00:00:07 ST4.30\n 154:07 Q. Did he ever tell you that there were any\n 154:08 impediments from his perspective to converting OpenAI to\n 154:09 a for-profit?\n 154:10 A. I don't remember.\n163:21 - 163:22 Teller, Sam 2025-09-22 00:00:02 ST4.31\n D664.1 163:21 MR. WILSON: Okay. Let's look at\n 163:22 tab 107.\n165:08 - 165:15 Teller, Sam 2025-09-22 00:00:22 ST4.32\n D664.1.1 165:08 Q. So this is an e-mail that Ms. Zilis sent to you\n\n OAI A\ufb00irmatives MSFT A\ufb00irmatives 7 / 14\n\n DX-1705 - Page 7\n\f Case 4:24-cv-04722-YGR Document 601-6 Filed 05/29/26 Page 8 of 14\n ST4 - Sam Teller OpenAi, MSFT A\ufb00irmative Designations\nDESIGNATION SOURCE DURATION ID\n 165:09 on August 30th, 2017, correct?\n 165:10 A. Yes.\n D664.1.2 165:11 Q. Subject is \"OpenAI starting sketch\"?\n 165:12 A. Yes.\n 165:13 Q. What is this document?\n 165:14 A. It appears to be a proposal for setting up a\n 165:15 new structure for OpenAI.\n166:23 - 168:15 Teller, Sam 2025-09-22 00:01:51 ST4.33\n D664.1.3 166:23 Q. Let's focus on the operating structure.\n 166:24 There are two options listed there. Do you see that?\n 166:25 A. I do.\n D664.1.4 167:01 Q. Option 1 is \"Roll everything into a B Corp\n 167:02 (would include all of OpenAI).\" Do you see that?\n 167:03 A. I do.\n D664.1.5 167:04 Q. What is a B Corp?\n 167:05 A. I believe it's a public benefit corporation.\n 167:06 Q. Okay. That's a kind of for-profit corporation,\n 167:07 right?\n 167:08 A. That's my understanding.\n 167:09 Q. Okay. And as you understood it, was option one\n 167:10 a full conversion of OpenAI into a public benefit\n 167:11 corporation?\n 167:12 A. I don't want to speak in the past sense,\n 167:13 because I don't remember reading this at the time, but\n 167:14 sitting here today, yes, that's what I read.\n D664.1.6 167:15 Q. Okay. And then option 2 is \"OpenAI C Corp and\n 167:16 OpenAI non-profit.\" Do you see that?\n 167:17 A. Yes.\n 167:18 Q. Is that the hybrid approach that you were\n 167:19 testifying about earlier?\n 167:20 A. That seems to be.\n D664.1.7 167:21 Q. Okay. Did you understand Mr. Musk to have a\n 167:22 preference between option 1 and option 2 at this point\n 167:23 in time?\n 167:24 A. I don't remember.\n 167:25 Q. He was equally open to both at -- at that time\n 168:01 as far as you understood?\n 168:02 A. I can't say. I just don't remember.\n 168:03 Q. Do you recall discussing that question with\n 168:04 him, his preference?\n\n OAI A\ufb00irmatives MSFT A\ufb00irmatives 8 / 14\n\n DX-1705 - Page 8\n\f Case 4:24-cv-04722-YGR Document 601-6 Filed 05/29/26 Page 9 of 14\n ST4 - Sam Teller OpenAi, MSFT A\ufb00irmative Designations\nDESIGNATION SOURCE DURATION ID\n 168:05 A. I don't.\n 168:06 Q. Okay. There's no mention here of keeping\n 168:07 OpenAI as a non-profit, do you see that? Do you see\n 168:08 that there's no mention of OpenAI staying as a\n 168:09 non-profit?\n 168:10 A. Option 2 includes OpenAI as a non-profit.\n 168:11 Q. As a pure non-profit. That's a fair\n 168:12 clarification.\n 168:13 A. I don't see anything in this document which\n 168:14 proposes OpenAI remaining purely as a non-profit,\n Clear 168:15 correct.\n174:23 - 175:09 Teller, Sam 2025-09-22 00:00:34 ST4.34\n 174:23 Q. Okay. Throughout the time of these\n 174:24 negotiations were happening, did Mr. Musk say to anyone\n 174:25 in your presence that OpenAI's for-profit conversion\n 175:01 wouldn't happen without his consent?\n 175:02 A. I don't remember him saying that.\n 175:03 Q. Okay. Throughout the time that these\n 175:04 negotiations were happening, did Mr. Musk ever tell you\n 175:05 that his consent was needed to create a hybrid\n 175:06 not-for-profit/for-profit version of OpenAI?\n 175:07 A. I don't remember.\n 175:08 Q. You don't remember him saying that, correct?\n 175:09 A. I don't remember him saying that.\n187:12 - 187:19 Teller, Sam 2025-09-22 00:00:33 ST4.35\n 187:12 Q. Do you remember any discussions a er the dated\n 187:13 e-mails we were just looking at about Tesla potentially\n 187:14 acquiring OpenAI?\n 187:15 A. I would not feel confident placing a date, but\n 187:16 you asking me this question does refresh my recollection\n 187:17 that Tesla acquiring OpenAI or them merging in some form\n 187:18 was one of the options considered at some point along\n 187:19 the way about the future of OpenAI.\n193:16 - 193:23 Teller, Sam 2025-09-22 00:00:31 ST4.36\n 193:16 Q. Sitting here today, do you have any\n 193:17 understanding as to what the idea was in terms of how\n 193:18 Tesla could solve OpenAI's funding issue?\n 193:19 A. I believe that because Tesla was a public\n 193:20 company with the ability to -- yeah, that had just more\n 193:21 cash available, that it would -- relative to the\n OAI A\ufb00irmatives MSFT A\ufb00irmatives 9 / 14\n\n DX-1705 - Page 9\n\f Case 4:24-cv-04722-YGR Document 601-6 Filed 05/29/26 Page 10 of 14\n ST4 - Sam Teller OpenAi, MSFT A\ufb00irmative Designations\nDESIGNATION SOURCE DURATION ID\n 193:22 non-profit structure would have more funding\n 193:23 indefinitely to support OpenAI's growth.\n202:24 - 203:01 Teller, Sam 2025-09-22 00:00:07 ST4.37\n D720.1 202:24 Q. This is a text exchange that you had on\n D720.1.1 202:25 November 1st, 2017, with Mr. Altman; is that correct?\n 203:01 A. It is.\n204:13 - 205:21 Teller, Sam 2025-09-22 00:02:12 ST4.38\n D720.2 204:13 Q. Does this refresh your recollection in\n 204:14 any way about the circumstances in which Mr. Musk may\n 204:15 have considered inviting Mr. Altman to join the Tesla\n 204:16 board?\n 204:17 A. Yes.\n 204:18 Q. And so what is your recollection of what\n D720.2.1 204:19 Mr. Musk had in mind for potentially having Mr. Altman\n 204:20 come onto the board?\n 204:21 A. In this context it seems like the proposed --\n 204:22 the proposal would be that Sam would join the board in\n 204:23 conjunction with OpenAI becoming part of Tesla apart\n 204:24 from an independent non-profit research lab.\n 204:25 Q. You said that the proposal would be that Sam\n 205:01 would join the board in conjunction with OpenAI,\n 205:02 becoming part of Tesla apart from an independent\n 205:03 non-profit research lab. I'm trying to understand what\n 205:04 that means. Would there be a division between OpenAI\n 205:05 somehow in that scenario?\n 205:06 A. I -- I mean, I may be speaking somewhat\n 205:07 clumsily, but my -- or if I can try to restate it, like\n 205:08 my understanding from this is that the -- that\n 205:09 the primary -- whether or not OpenAI would be acquired\n 205:10 or merged or whatever, that the e\ufb00ort -- collective\n 205:11 e\ufb00orts to develop AI that were currently -- that were\n 205:12 at the time happening at OpenAI would largely happen\n 205:13 within Tesla and, in conjunction with that, Sam would\n 205:14 join the board. And separately that there would be some\n 205:15 entity, which in this text message I call OpenAI, that\n 205:16 would exist separately, as I say, and people could be\n 205:17 allowed to remain there for some peer research.\n 205:18 Q. Got it. So there would be some entity le\n 205:19 behind for research purposes, but the actual development\n 205:20 work would happen within Tesla, is that your\n\n OAI A\ufb00irmatives MSFT A\ufb00irmatives 10 / 14\n\n DX-1705 - Page 10\n\f Case 4:24-cv-04722-YGR Document 601-6 Filed 05/29/26 Page 11 of 14\n ST4 - Sam Teller OpenAi, MSFT A\ufb00irmative Designations\nDESIGNATION SOURCE DURATION ID\n 205:21 understanding?\n205:23 - 205:24 Teller, Sam 2025-09-22 00:00:04 ST4.39\n 205:23 A. At a high level, that's my read of what I\n Clear 205:24 wrote.\n224:12 - 224:12 Teller, Sam 2025-09-22 00:00:02 ST4.40\n D755.1 224:12 MR. WILSON: Okay. Let's look at 189.\n224:18 - 225:13 Teller, Sam 2025-09-22 00:00:55 ST4.41\n D755.1 224:18 Q. So this is another text exchange between you\n D755.1.1\n 224:19 and Ms. Zilis. This one is from February 4th, 2018.\n 224:20 Do you see that?\n 224:21 A. Mm-hmm, correct.\n D755.3 224:22 Q. Okay. Focusing your attention on the page\n D755.3.1 224:23 that's Bates 2527, 12:38 a.m., Ms. Zilis writes:\n D755.3.2 224:24 \"I think if you win Altman, you force\n 224:25 their hand.\"\n D755.3.3 225:01 \"But I do think if Altman stays, it's\n D755.3.4 225:02 very real. And I wouldn't be upset if OpenAI\n 225:03 ran independently with the three of them.\"\n D755.3.5 225:04 You write \"Agree.\" And then you write:\n D755.3.6 225:05 \"I don't want OpenAI continuing without\n D755.3.7 225:06 Elon. Would rather disable it by recruiting\n 225:07 the leaders.\"\n 225:08 Do you see that?\n 225:09 A. I do.\n 225:10 Q. Why did you not love the idea of OpenAI\n 225:11 continuing without Mr. Musk?\n 225:12 A. I don't remember exactly what I was thinking in\n 225:13 that moment.\n225:20 - 225:22 Teller, Sam 2025-09-22 00:00:11 ST4.42\n 225:20 Q. Why might you have wanted to disable OpenAI?\n 225:21 A. It's hard for me to speculate. I think maybe I\n 225:22 was feeling a competitive spirit.\n227:03 - 227:06 Teller, Sam 2025-09-22 00:00:09 ST4.43\n 227:03 Q. And what you wrote here is that the way\n 227:04 you were suggesting disabling OpenAI was by recruiting\n 227:05 leaders, right?\n Clear 227:06 A. That's what it says here.\n245:12 - 245:19 Teller, Sam 2025-09-22 00:00:20 ST4.44\n OAI A\ufb00irmatives MSFT A\ufb00irmatives 11 / 14\n\n DX-1705 - Page 11\n\f Case 4:24-cv-04722-YGR Document 601-6 Filed 05/29/26 Page 12 of 14\n ST4 - Sam Teller OpenAi, MSFT A\ufb00irmative Designations\nDESIGNATION SOURCE DURATION ID\n D830.1 245:12 Q. I'd like you to focus your attention on the ST4.44\n D830.1.1 245:13 first e-mail in that chain from Ms. Zilis at 11:15 p.m.\n 245:14 on August 31st.\n 245:15 A. Mm-hmm.\n 245:16 Q. Which is the same day as the term sheet was\n 245:17 sent to you by Mr. Altman, correct? If you look back at\n 245:18 the prior exhibit.\n 245:19 A. Okay, yep.\n246:02 - 246:16 Teller, Sam 2025-09-22 00:00:36 ST4.45\n 246:02 Q. So Ms. Zilis wrote:\n D830.1.2 246:03 Realize there's a lot going on, \"but I\n 246:04 think it's critical to ensure Elon is able to\n 246:05 come to the right decision for himself on\n 246:06 OpenAI now. Once they close the $500 million\n 246:07 raise in this structure, it is going to be a\n 246:08 big deal and relatively irreversible. This is\n D830.1.3 246:09 meant as a comprehensive doc to throw all\n 246:10 critical things in one place so we can decide\n 246:11 how to help him.\"\n 246:12 Do you see this?\n 246:13 A. Yes.\n D830.2.1 246:14 Q. And what follows is a fairly lengthy summary of\n 246:15 the term sheet, correct?\n Clear 246:16 A. Yes, among other things, yes.\n248:19 - 249:09 Teller, Sam 2025-09-22 00:00:49 ST4.46\n 248:19 Q. Did you think this was a significant decision\n 248:20 that Mr. Musk had to make?\n 248:21 A. I believe I did.\n 248:22 Q. And is it therefore the kind of thing that you\n 248:23 would have wanted to inform yourself on before giving\n 248:24 him advice?\n 248:25 A. Yes, definitely. But as my e-mail says, we\n 249:01 were contemplating a discussion with Elon the following\n 249:02 week and there was more time between the sending of the\n 249:03 e-mail and the actual discussion with Elon.\n 249:04 Q. Did you ever have a conversation about the term\n 249:05 sheet?\n 249:06 A. I actually don't remember.\n 249:07 Q. Do you believe that you would have reviewed the\n 249:08 term sheet or Ms. Zilis's summary with more care a er\n\n OAI A\ufb00irmatives MSFT A\ufb00irmatives 12 / 14\n\n DX-1705 - Page 12\n\f Case 4:24-cv-04722-YGR Document 601-6 Filed 05/29/26 Page 13 of 14\n ST4 - Sam Teller OpenAi, MSFT A\ufb00irmative Designations\nDESIGNATION SOURCE DURATION ID\n 249:09 this e-mail and before you met with Elon?\n249:11 - 249:14 Teller, Sam 2025-09-22 00:00:05 ST4.47\n 249:11 A. Probably, yeah.\n 249:12 Q. That would be consistent with your practice as\n 249:13 the chief of sta\ufb00?\n 249:14 A. Yeah.\n249:24 - 250:08 Teller, Sam 2025-09-22 00:00:32 ST4.48\n 249:24 Q. And do you know if Mr. Musk invested at that\n 249:25 time?\n 250:01 A. I don't know.\n 250:02 I --\n 250:03 Q. Sorry?\n 250:04 A. I was saying I don't believe that he did.\n 250:05 Q. Okay. And why do you say that?\n 250:06 A. My understanding as a matter of principle, Elon\n 250:07 doesn't invest in things that he doesn't run himself.\n 250:08 He's not an investor.\n276:23 - 277:01 Teller, Sam 2025-09-22 00:00:11 ST4.49\n 276:23 Q. During your time working for\n 276:24 Mr. Musk, have you ever communicated with anyone at\n 276:25 Microso about any agreement between OpenAI and\n 277:01 Mr. Musk?\n277:04 - 277:09 Teller, Sam 2025-09-22 00:00:20 ST4.50\n 277:04 A. I don't remember communicating with anyone from\n 277:05 Microso during that time.\n 277:06 Q. Okay. How about a er you stopped working for\n 277:07 Mr. Musk in 2019? Did you ever communicate with anyone\n 277:08 at Microso about any agreement between OpenAI and\n 277:09 Mr. Musk?\n277:12 - 277:16 Teller, Sam 2025-09-22 00:00:17 ST4.51\n 277:12 A. I have no memory of doing so.\n 277:13 Q. Okay. Have you ever communicated with anyone\n 277:14 at Microso about any obligations OpenAI owed to\n 277:15 Mr. Musk?\n 277:16 A. I don't believe so.\n278:14 - 278:17 Teller, Sam 2025-09-22 00:00:16 ST4.52\n 278:14 Q. Are you aware of any communications with anyone\n 278:15 at Microso about conditions associated with Mr. Musk's\n 278:16 donations to OpenAI?\n OAI A\ufb00irmatives MSFT A\ufb00irmatives 13 / 14\n\n DX-1705 - Page 13\n\f Case 4:24-cv-04722-YGR Document 601-6 Filed 05/29/26 Page 14 of 14\n ST4 - Sam Teller OpenAi, MSFT A\ufb00irmative Designations\nDESIGNATION SOURCE DURATION ID\n 278:17 A. No, I am not aware of any.\n\n\n\n OAI A\ufb00irmatives 00:20:28\n MSFT A\ufb00irmatives 00:01:04\n TOTAL RUN TIME 00:21:31\n\n\n\n Documents linked to video:\n D643\n D664\n D720\n D755\n D830\n\n\n\n\n OAI A\ufb00irmatives MSFT A\ufb00irmatives 14 / 14\n\n DX-1705 - Page 14\n\f","ocr_status":1,"date_upload":"2026-05-29T14:05:16.862676-07:00","document_number":"601","attachment_number":6,"pacer_doc_id":"035027190063","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit 1705","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/480905861/","id":480905861,"tags":[],"absolute_url":"/docket/69013420/601/7/musk-v-altman/","date_created":"2026-05-29T14:04:41.705597-07:00","date_modified":"2026-05-30T05:50:23.818429-07:00","sha1":"ced2a05342737e941c4b332e6ba320b86d0f7c40","page_count":7,"file_size":673797,"filepath_local":"recap/gov.uscourts.cand.433688/gov.uscourts.cand.433688.601.7.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cand.433688/gov.uscourts.cand.433688.601.7.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 4:24-cv-04722-YGR Document 601-7 Filed 05/29/26 Page 1 of 7\n\n\n\nTasha McCauley OpenAI, MSFT\nA\ufb00irmative Designations United States District Court\n Northern District of California\n\n Case No. 4:24-CV-04722-YGR\n\n\n\n\n \u0394 DEFENDANT \u0394\nDesignation List Report Case Title\n Exhibit No.\n Musk et al. v. Altman et al.\n\n DX-1706\n\n Date Entered\n\n Mark Busby, Clerk\n By:_______________________, Deputy Clerk\n\n\n\n\n Mccauley, Tasha 2025-09-30\n\n\n\n OAI A\ufb00irmatives 00:07:09\n MSFT A\ufb00irmatives 00:00:40\n TOTAL RUN TIME 00:07:49\n\n\n\n Documents linked to video:\n D957\n\n\n\n\n ID: MOA6\n\n\n DX-1706 - Page 1\n\f Case 4:24-cv-04722-YGR Document 601-7 Filed 05/29/26 Page 2 of 7\n MOA6 - Tasha McCauley OpenAI, MSFT A\ufb00irmative Designations\nDESIGNATION SOURCE DURATION ID\n\n 10:03 - 10:04 Mccauley, Tasha 2025-09-30 00:00:04 MOA6.1\n 10:03 Please state your full name for the record.\n 10:04 THE WITNESS: My name is Tasha McCauley.\n175:16 - 175:18 Mccauley, Tasha 2025-09-30 00:00:15 MOA6.2\n 175:16 Q. During the period you were a director, were you\n 175:17 aware of any obligations that OpenAI owed to Mr. Musk?\n 175:18 A. No.\n176:01 - 176:07 Mccauley, Tasha 2025-09-30 00:00:14 MOA6.3\n 176:01 During the time that you were an OpenAI\n 176:02 director --\n 176:03 A. Yes.\n 176:04 Q. -- did you -- were you ever told that OpenAI or\n 176:05 Sam Altman owed any obligations to Musk --\n 176:06 A. I was --\n 176:07 Q. -- in respect to OpenAI?\n176:09 - 176:14 Mccauley, Tasha 2025-09-30 00:00:15 MOA6.4\n 176:09 THE WITNESS: I -- I was not told that.\n 176:10 Q. (By Mr. Savitt) And during --\n 176:11 A. Not to the best of my recollection.\n 176:12 Q. And during the time you were an OpenAI\n 176:13 director, did anyone tell you that OpenAI or Sam had\n 176:14 made any promises to Mr. Musk regarding OpenAI?\n176:16 - 176:16 Mccauley, Tasha 2025-09-30 00:00:01 MOA6.5\n 176:16 THE WITNESS: I don't think so.\n179:02 - 179:15 Mccauley, Tasha 2025-09-30 00:00:41 MOA6.6\n 179:02 Q. When you joined the OpenAI board, the OpenAI,\n 179:03 Inc., board in 2018, is it fair that one of the\n 179:04 challenges the organization was facing was getting\n 179:05 enough funding to purchase the compute that it needed to\n 179:06 push the project ahead?\n 179:07 A. As I spoke about earlier, I think -- I think a\n 179:08 big consideration was, going into the future, whether\n 179:09 the company would be able to secure an appropriate\n 179:10 amount of funding to, you know, handle the kind of\n 179:11 capital requirements that would be necessary to build\n 179:12 what they were planning to build.\n 179:13 Q. And the capital requirements were required for\n 179:14 compute and also for talent?\n 179:15 A. That's right, the compute and talent.\n OAI A\ufb00irmatives MSFT A\ufb00irmatives 2/7\n\n DX-1706 - Page 2\n\f Case 4:24-cv-04722-YGR Document 601-7 Filed 05/29/26 Page 3 of 7\n MOA6 - Tasha McCauley OpenAI, MSFT A\ufb00irmative Designations\nDESIGNATION SOURCE DURATION ID\n\n180:23 - 181:05 Mccauley, Tasha 2025-09-30 00:00:20 MOA6.7\n 180:23 Q. And you were -- did you approve of the term\n 180:24 sheet that outlined formation of the not-for-profit --\n 180:25 of the for-profit subsidiary?\n 181:01 A. Yes.\n 181:02 Q. And I take it that you did that, confident that\n 181:03 you were complying with your fiduciary duties in\n 181:04 approving it.\n 181:05 A. I did.\n184:02 - 184:19 Mccauley, Tasha 2025-09-30 00:00:51 MOA6.8\n 184:02 Q. In connection with the creation of the --\n 184:03 A. Yes.\n 184:04 Q. -- for-profit arm, do you recall that the\n 184:05 not-for-profit contributed certain intellectual property\n 184:06 to the for-profit?\n 184:07 A. Yes.\n 184:08 Q. You voted to approve that as well as a director\n 184:09 of the not-for-profit.\n 184:10 A. I did.\n 184:11 Q. Tell me why you did that.\n 184:12 A. As I said before, I felt that -- I felt I was\n 184:13 in agreement that the best path for the company to be\n 184:14 able to fulfill its mission, to build what it was trying\n 184:15 to build and to build it for the benefit of humanity,\n 184:16 would require, you know, a strong ability to raise tens\n 184:17 of billions, hundreds of billions of dollars over the\n 184:18 course of time, and -- and I think the board agreed that\n 184:19 the best path to doing that was the LP restructuring.\n184:24 - 185:01 Mccauley, Tasha 2025-09-30 00:00:07 MOA6.9\n 184:24 Q. Was that -- was that in view the\n 184:25 contribution -- contribution of the IP was necessary to\n 185:01 best advance the mission as it seemed at the time; fair?\n185:03 - 185:06 Mccauley, Tasha 2025-09-30 00:00:10 MOA6.10\n 185:03 THE WITNESS: Yes, it seems to be that way.\n 185:04 Q. (By Mr. Savitt) In connection with the 2019\n 185:05 reorganization, the board created a valuation and\n 185:06 contribution committee, didn't it?\n185:08 - 185:14 Mccauley, Tasha 2025-09-30 00:00:13 MOA6.11\n 185:08 THE WITNESS: Yes.\n OAI A\ufb00irmatives MSFT A\ufb00irmatives 3/7\n\n DX-1706 - Page 3\n\f Case 4:24-cv-04722-YGR Document 601-7 Filed 05/29/26 Page 4 of 7\n MOA6 - Tasha McCauley OpenAI, MSFT A\ufb00irmative Designations\nDESIGNATION SOURCE DURATION ID\n 185:09 Q. (By Mr. Savitt) And, Ms. McCauley, you were on\n 185:10 that committee, weren't you?\n 185:11 A. I was, yep.\n 185:12 Q. And you determined in your work in that\n 185:13 committee that the not-for-profit received fair value\n 185:14 for the IP that it contributed; is that right?\n185:16 - 185:23 Mccauley, Tasha 2025-09-30 00:00:19 MOA6.12\n 185:16 THE WITNESS: That's -- that's correct.\n 185:17 Q. (By Mr. Savitt) Later in 2019, Microso made\n 185:18 an investment in OpenAI.\n 185:19 Do you remember that?\n 185:20 A. Yes.\n 185:21 Q. Do you recall that it was a $1 billion\n 185:22 investment?\n 185:23 A. Yes.\n186:03 - 187:01 Mccauley, Tasha 2025-09-30 00:00:55 MOA6.13\n 186:03 Q. And the parties, Microso and OpenAI, entered\n 186:04 into a joint development and collaboration agreement.\n 186:05 Do you recall that?\n 186:06 A. Um-hum. I do.\n 186:07 Q. The board approved the -- I'll call it -- JDCA,\n 186:08 if that's okay?\n 186:09 A. Yes.\n 186:10 Q. Did you support the board's decision to approve\n 186:11 the JDCA?\n 186:12 A. I did.\n 186:13 Q. Tell me -- and you're confident that your\n 186:14 decision to support it was consistent with your\n 186:15 fiduciary duties; correct, Ms. McCauley?\n 186:16 A. I was.\n 186:17 Q. Why did you support the Microso investment in\n 186:18 2019?\n 186:19 A. For reasons similar to what I explained before.\n 186:20 We understood that this was the best path forward for\n 186:21 OpenAI having the best chance of being able to build\n 186:22 what it was intending to build in the manner it was\n 186:23 intending to build it.\n 186:24 Q. You didn't believe that there was anything\n 186:25 contrary to the mission in the 2019 Microso deal?\n 187:01 A. I did not.\n\n OAI A\ufb00irmatives MSFT A\ufb00irmatives 4/7\n\n DX-1706 - Page 4\n\f Case 4:24-cv-04722-YGR Document 601-7 Filed 05/29/26 Page 5 of 7\n MOA6 - Tasha McCauley OpenAI, MSFT A\ufb00irmative Designations\nDESIGNATION SOURCE DURATION ID\n189:05 - 189:12 Mccauley, Tasha 2025-09-30 00:00:17 MOA6.14\n 189:05 Q. In 2021, Microso made a further investment in\n 189:06 OpenAI.\n 189:07 Do you recall that?\n 189:08 A. I do.\n 189:09 Q. And does it sound right that it was a further\n 189:10 $2 billion investment?\n 189:11 A. That sounds right.\n 189:12 Q. And there was a committee that --\n189:14 - 189:21 Mccauley, Tasha 2025-09-30 00:00:23 MOA6.15\n 189:14 Q. (By Mr. Savitt) -- superintended that\n 189:15 transaction?\n 189:16 A. Yes.\n 189:17 Q. Were you on that committee?\n 189:18 A. Apologies. I was on a very large -- I was on a\n 189:19 significant number of committees, and I'm just trying to\n 189:20 recall. You know, I was on a -- I think it was on the\n 189:21 deal transaction; but, yeah, it was that one, I believe.\n190:06 - 191:04 Mccauley, Tasha 2025-09-30 00:01:06 MOA6.16\n 190:06 And as part of this -- in your work in advance\n 190:07 of the 2021 Microso transaction, you reviewed its\n 190:08 terms.\n 190:09 A. Yes, absolutely.\n 190:10 Q. And you and the rest of the committee approved\n 190:11 the transaction; is that right?\n 190:12 A. We did.\n 190:13 Q. And here, again, just without wanting to\n 190:14 belabor the record, if you could explain briefly why.\n 190:15 A. I -- I think for similar reasons, and I -- we\n 190:16 felt that -- that further investments from Microso was\n 190:17 going to enable the organization to continue with its\n 190:18 objective of building artificial general intelligence in\n 190:19 a safe way, you know, in a way that benefited humanity;\n 190:20 and that seemed like an appropriate next step for the\n 190:21 company to take to be able to do that.\n 190:22 Q. Fair to conclude that your determination to\n 190:23 approve the 2021 Microso deal was consistent with your\n 190:24 fiduciary duties to OpenAI, Inc.?\n 190:25 A. Yeah, I believe so.\n 191:01 Q. Do you recall that Microso received certain\n OAI A\ufb00irmatives MSFT A\ufb00irmatives 5/7\n\n DX-1706 - Page 5\n\f Case 4:24-cv-04722-YGR Document 601-7 Filed 05/29/26 Page 6 of 7\n MOA6 - Tasha McCauley OpenAI, MSFT A\ufb00irmative Designations\nDESIGNATION SOURCE DURATION ID\n 191:02 IP rights in that transaction, including a license to\n 191:03 GPT-3?\n 191:04 A. Yes.\n191:06 - 191:14 Mccauley, Tasha 2025-09-30 00:00:16 MOA6.17\n 191:06 Q. (By Mr. Savitt) And you were aware of that\n 191:07 term when you approved the transaction?\n 191:08 A. Yes.\n 191:09 Q. Then two years later, there was another\n 191:10 Microso investment; right?\n 191:11 A. Um-hum.\n 191:12 Q. And that was larger; that was for 10 --\n 191:13 $10 billion?\n 191:14 A. That's right.\n194:17 - 195:01 Mccauley, Tasha 2025-09-30 00:00:18 MOA6.18\n 194:17 We just looked at Exhibit 10, which is an\n D957.1 194:18 e-mail --\n 194:19 A. Yes.\n D957.1.1 194:20 Q. -- from October 6th, 2022, discussing the\n 194:21 Microso 2023 term sheet.\n 194:22 A. Um-hum.\n 194:23 Q. And my question is whether you recalled when\n 194:24 the Microso $10 billion investment was ultimately\n Clear 194:25 approved by the board.\n 195:01 A. Yes.\n195:25 - 196:10 Mccauley, Tasha 2025-09-30 00:00:23 MOA6.19\n 195:25 Q. And do you recall approving the Argos 2 2023\n 196:01 investment by unanimous consent in January 2023?\n 196:02 A. I do, yes.\n 196:03 Q. And the rest of the directors also supported\n 196:04 the written consent, was unanimous, as it had to be;\n 196:05 right?\n 196:06 A. Yes. Um-hum.\n 196:07 Q. And you ultimately determined that -- that the\n 196:08 2023 Microso transaction was in the best interest of\n 196:09 the organization.\n 196:10 A. I did.\n278:11 - 278:19 Mccauley, Tasha 2025-09-30 00:00:21 MOA6.20\n 278:11 Q. I think you testified earlier that during your\n 278:12 time on the OpenAI board, you were aware that Mr. Musk\n\n OAI A\ufb00irmatives MSFT A\ufb00irmatives 6/7\n\n DX-1706 - Page 6\n\f Case 4:24-cv-04722-YGR Document 601-7 Filed 05/29/26 Page 7 of 7\n MOA6 - Tasha McCauley OpenAI, MSFT A\ufb00irmative Designations\nDESIGNATION SOURCE DURATION ID\n 278:13 had financially contributed to OpenAI; is that right?\n 278:14 A. That is.\n 278:15 Q. Okay.\n 278:16 Did you ever tell anyone at Microso that\n 278:17 there were any restrictions associated with Mr. Musk's\n 278:18 financial contributions to OpenAI?\n 278:19 A. I did not.\n280:15 - 280:21 Mccauley, Tasha 2025-09-30 00:00:19 MOA6.21\n 280:15 Did you ever tell anyone at Microso that\n 280:16 OpenAI owed any obligations to Mr. Musk?\n 280:17 A. I -- I did not.\n 280:18 Q. Are you aware of any communications involving\n 280:19 anyone at Microso about any obligations OpenAI owed to\n 280:20 Mr. Musk?\n 280:21 A. I'm not aware.\n\n\n\n OAI A\ufb00irmatives 00:07:09\n MSFT A\ufb00irmatives 00:00:40\n TOTAL RUN TIME 00:07:49\n\n\n\n Documents linked to video:\n D957\n\n\n\n\n OAI A\ufb00irmatives MSFT A\ufb00irmatives 7/7\n\n DX-1706 - Page 7\n\f","ocr_status":1,"date_upload":"2026-05-29T14:05:17.411856-07:00","document_number":"601","attachment_number":7,"pacer_doc_id":"035027190064","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit 1706","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/480905862/","id":480905862,"tags":[],"absolute_url":"/docket/69013420/601/8/musk-v-altman/","date_created":"2026-05-29T14:04:41.777425-07:00","date_modified":"2026-05-30T05:49:37.935716-07:00","sha1":"e59813559484bbadd5bdfdd8199216ed210ad6ef","page_count":4,"file_size":354854,"filepath_local":"recap/gov.uscourts.cand.433688/gov.uscourts.cand.433688.601.8.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cand.433688/gov.uscourts.cand.433688.601.8.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 4:24-cv-04722-YGR Document 601-8 Filed 05/29/26 Page 1 of 4\n\n\n\nMurati, Emira_2025-11-02_vFINAL\nDesignation List Report\n\n\n\n\n Murati, Ermira 2025-11-02\n\n\n\n OpenAI A\ufb00irmatives 00:00:44\n MSFT A\ufb00irmatives 00:02:21\n TOTAL RUN TIME 00:03:05\n\n\n\n\n ID: Murati_vFINAL\n\f Case 4:24-cv-04722-YGR Document 601-8 Filed 05/29/26 Page 2 of 4\n Murati_vFINAL - Murati, Emira_2025-11-02_vFINAL\nDESIGNATION SOURCE DURATION ID\n\n 42:04 - 42:09 Murati, Ermira 2025-11-02 00:00:12 Murati_vFINAL.1\n 42:04 Q. Did you ever discuss Mr. Musk's involvement at\n 42:05 OpenAI with Mr. Nadella?\n 42:06 A. No.\n 42:07 Q. Did you ever discuss Mr. Musk's involvement at\n 42:08 OpenAI with anybody from Microso ?\n 42:09 A. No.\n152:14 - 152:16 Murati, Ermira 2025-11-02 00:00:10 Murati_vFINAL.2\n 152:14 Q. (By Ms. Eddy) As far as you know, did OpenAI\n 152:15 or Altman make any promises to Musk about how OpenAI\n 152:16 would be run a er Musk le the board?\n152:18 - 152:18 Murati, Ermira 2025-11-02 00:00:02 Murati_vFINAL.3\n 152:18 THE WITNESS: Not that I know of.\n157:06 - 157:21 Murati, Ermira 2025-11-02 00:00:44 Murati_vFINAL.4\n 157:06 Q. Did there -- did the restructuring, the\n 157:07 creation of the for-profit, in 2018 and 2019 help\n 157:08 advance OpenAI's mission?\n 157:09 A. Yes.\n 157:10 Q. How?\n 157:11 A. In being able to secure funding to obtain\n 157:12 compute, to do our research, in incentivizing some of\n 157:13 the brightest people in the world to work at OpenAI.\n 157:14 Q. Were you any less committed to the mission\n 157:15 a er the creation of the for-profit than you were\n 157:16 before?\n 157:17 A. No.\n 157:18 Q. Did you perceive that anyone else at OpenAI was\n 157:19 any less committed to the mission a er the creation of\n 157:20 the for-profit?\n 157:21 A. I did not.\n158:13 - 158:18 Murati, Ermira 2025-11-02 00:00:13 Murati_vFINAL.5\n 158:13 Q. I think you said earlier you -- you were\n 158:14 involved in negotiating OpenAI's 2019 JDCA with\n 158:15 Microso ; is that right?\n 158:16 A. Yes.\n 158:17 Q. Would you agree those negotiations were\n 158:18 conducted at arm's length?\n158:20 - 159:10 Murati, Ermira 2025-11-02 00:00:49 Murati_vFINAL.6\n 158:20 THE WITNESS: I'm not sure what that means.\n 2/4\n\f Case 4:24-cv-04722-YGR Document 601-8 Filed 05/29/26 Page 3 of 4\n Murati_vFINAL - Murati, Emira_2025-11-02_vFINAL\nDESIGNATION SOURCE DURATION ID\n 158:21 Q. (By Ms. Eddy) Meaning that each side was --\n 158:22 neither side was controlled by the other.\n 158:23 A. I see. Yes.\n 158:24 Q. Okay.\n 158:25 And did you believe that that agreement served\n 159:01 OpenAI's mission, the 2019 JDCA?\n 159:02 A. Yes.\n 159:03 Q. And did -- did OpenAI's deal with Microso in\n 159:04 2021 also advance OpenAI's mission?\n 159:05 A. Yes.\n 159:06 Q. And you were involved in negotiating that deal\n 159:07 as well; correct?\n 159:08 A. Yes.\n 159:09 Q. And would you agree that those negotiations\n 159:10 were conducted at arm's length, as I've defined it?\n159:12 - 159:12 Murati, Ermira 2025-11-02 00:00:01 Murati_vFINAL.7\n 159:12 THE WITNESS: Yes.\n160:07 - 160:12 Murati, Ermira 2025-11-02 00:00:19 Murati_vFINAL.8\n 160:07 Q. (By Ms. Eddy) And in your view, was the 2023\n 160:08 deal with Microso in furtherance of OpenAI's mission\n 160:09 as well?\n 160:10 A. Yes.\n 160:11 Q. Do you think any of the Microso deals gave\n 160:12 Microso undue control of OpenAI?\n160:14 - 160:14 Murati, Ermira 2025-11-02 00:00:01 Murati_vFINAL.9\n 160:14 THE WITNESS: No.\n226:24 - 227:06 Murati, Ermira 2025-11-02 00:00:21 Murati_vFINAL.10\n 226:24 During your time at OpenAI, were you aware of\n 226:25 any restrictions associated with Mr. Musk's financial\n 227:01 contributions to OpenAI?\n 227:02 A. I was not aware, no.\n 227:03 Q. So given that, is it correct that you did not\n 227:04 tell anyone at Microso that there were restrictions\n 227:05 associated with Mr. Musk's contributions to OpenAI?\n 227:06 THE WITNESS: Correct.\n227:08 - 227:12 Murati, Ermira 2025-11-02 00:00:13 Murati_vFINAL.11\n 227:08 Q. (By Ms. Patel) To your knowledge, did anyone\n 227:09 else, anyone other than you, tell Microso that there\n 227:10 were restrictions relating to Mr. Musk's contributions\n\n 3/4\n\f Case 4:24-cv-04722-YGR Document 601-8 Filed 05/29/26 Page 4 of 4\n Murati_vFINAL - Murati, Emira_2025-11-02_vFINAL\nDESIGNATION SOURCE DURATION ID\n 227:11 to OpenAI?\n 227:12 A. To my knowledge, no.\n\n\n\n OpenAI A\ufb00irmatives 00:00:44\n MSFT A\ufb00irmatives 00:02:21\n TOTAL RUN TIME 00:03:05\n\n\n\n\n 4/4\n\f","ocr_status":1,"date_upload":"2026-05-29T14:05:17.855344-07:00","document_number":"601","attachment_number":8,"pacer_doc_id":"035027190065","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit 1707","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/480905864/","id":480905864,"tags":[],"absolute_url":"/docket/69013420/601/9/musk-v-altman/","date_created":"2026-05-29T14:04:41.805328-07:00","date_modified":"2026-05-30T05:50:20.713602-07:00","sha1":"b12cc2a3678fd6ffb83bdb609226706fbef991ab","page_count":4,"file_size":642348,"filepath_local":"recap/gov.uscourts.cand.433688/gov.uscourts.cand.433688.601.9.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cand.433688/gov.uscourts.cand.433688.601.9.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 4:24-cv-04722-YGR Document 601-9 Filed 05/29/26 Page 1 of 4\n United States District Court\n Northern District of California\n\n\nMusk Depo Clip Case No. 4:24-CV-04722-YGR\n\n\n\n\n \u0394 DEFENDANT \u0394\n Case Title Musk et al. v. Altman et al.\n\n\n\n\n[Trial Tr. 669:14-21]\n Exhibit No. DX-1708\n\n Date Entered\n Mark Busby, Clerk\n By:_______________________, Deputy Clerk\n\nDesignation List Report\n\n\n\n\n Musk, Elon 2025-09-26\n\n\n\n Deposition Video Played at Trial Tr. 669:14-21 00:04:11\n TOTAL RUN TIME 00:04:11\n\n\n\n\n ID: EM\n\n\n DX-1708 - Page 1\n\f Case 4:24-cv-04722-YGR Document 601-9 Filed 05/29/26 Page 2 of 4\n EM - Musk Depo Clip [Trial Tr. 669:14-21]\nDESIGNATION SOURCE DURATION ID\n\n149:04 - 151:10 Musk, Elon 2025-09-26 00:02:52 EM.1\n 149:04 Q. Did you raise any objection to the\n 149:05 proposed transaction at the time that you saw the\n 149:06 summary term sheet?\n 149:07 A. I don't recall.\n 149:08 Q. Did you tell Altman that you thought it\n 149:09 was a violation of some duty that he owed to you\n 149:10 when he sent you the term sheet?\n 149:11 A. I don't recall.\n 149:12 Q. Did you tell anyone that you thought\n 149:13 that the transaction contemplated by the term\n 149:14 sheet represented a violation of any duty or\n 149:15 obligation owed to you?\n 149:16 A. I believe I expressed discomfort to a\n 149:17 lot of people. I felt like OpenAI was moving away\n 149:18 from its core mission. As I said earlier, my --\n 149:19 this -- this was a -- I would say, another\n 149:20 stepping stone in the journey of losing trust in\n 149:21 Altman.\n 149:22 Q. So my question was whether you\n 149:23 expressed to anyone the view that the transaction\n 149:24 contemplated by this agreement worked a violation\n 149:25 of any obligation owed to you.\n 150:01 Is there anyone that you can identify\n 150:02 for me to whom you expressed that a er you\n 150:03 received the summary term sheet?\n 150:04 A. Not that I recall.\n 150:05 Q. You can't think of anyone; right?\n 150:06 A. I can't recall what happened seven years\n 150:07 ago.\n 150:08 Q. Right. And you can't identify for me\n 150:09 any writing in which you expressed the view that\n 150:10 the transaction contemplated by the summary term\n 150:11 sheet constituted a violation of any agreement or\n 150:12 duty owed to you; correct?\n 150:13 A. I don't recall.\n 150:14 Q. You see on page 3 of the term sheet --\n 150:15 it's the page ending in 1645.\n 150:16 That the term sheet discusses\n 150:17 significant revenue generation through\n\n Deposition Video Played at Trial Tr. 669:14-21 2/4\n\n DX-1708 - Page 2\n\f Case 4:24-cv-04722-YGR Document 601-9 Filed 05/29/26 Page 3 of 4\n EM - Musk Depo Clip [Trial Tr. 669:14-21]\nDESIGNATION SOURCE DURATION ID\n 150:18 commercializing OpenAI's technology. I'm in\n 150:19 the -- I don't know, it's probably the third\n 150:20 paragraph of page 3.\n 150:21 A. I'm not sure I actually read this term\n 150:22 sheet.\n 150:23 Q. You don't dispute that it was sent to\n 150:24 you?\n 150:25 A. It was clearly sent to me.\n 151:01 Q. Thank you.\n 151:02 So you see that -- you do see, though,\n 151:03 that it discusses significant revenue generation\n 151:04 through commercializing of OpenAI's technology,\n 151:05 don't you, sir?\n 151:06 A. That's what it says here, yes.\n 151:07 Q. Do you think that OpenAI breached the\n 151:08 duty that was owed to you by allowing the\n 151:09 for-profit entities to reap financial benefits\n 151:10 from commercial activities?\n151:14 - 151:20 Musk, Elon 2025-09-26 00:00:15 EM.2\n 151:14 A. I am uncertain.\n 151:15 BY ATTORNEY SAVITT:\n 151:16 Q. You don't know one way or the other?\n 151:17 A. I'm uncertain.\n 151:18 Q. Did you think that the proposed\n 151:19 transaction reflected here was a breach of\n 151:20 OpenAI's commitments to you?\n151:23 - 152:01 Musk, Elon 2025-09-26 00:00:11 EM.3\n 151:23 A. I don't think I read this term sheet.\n 151:24 BY ATTORNEY SAVITT:\n 151:25 Q. So you didn't raise any objection to\n 152:01 the term sheet once it was sent to you?\n152:04 - 152:18 Musk, Elon 2025-09-26 00:00:45 EM.4\n 152:04 A. I don't recall doing so.\n 152:05 BY ATTORNEY SAVITT:\n 152:06 Q. So -- and maybe you've answered all\n 152:07 these questions because you say you're not sure\n 152:08 you looked at this. But take a look, if you\n 152:09 would, at the last box here, \"Employee Comp\"?\n 152:10 A. Yeah.\n 152:11 Q. It's written here that: \"Employees\n Deposition Video Played at Trial Tr. 669:14-21 3/4\n\n DX-1708 - Page 3\n\f Case 4:24-cv-04722-YGR Document 601-9 Filed 05/29/26 Page 4 of 4\n EM - Musk Depo Clip [Trial Tr. 669:14-21]\nDESIGNATION SOURCE DURATION ID\n 152:12 will be granted profit interests in an employee\n 152:13 holding vehicle.\"\n 152:14 Do you see that?\n 152:15 A. Yeah.\n 152:16 Q. Is your view of your agreement with\n 152:17 OpenAI that OpenAI couldn't provide personnel\n 152:18 with compensation in the form of equity?\n152:21 - 153:01 Musk, Elon 2025-09-26 00:00:09 EM.5\n 152:21 A. I don't -- I'm uncertain.\n 152:22 BY ATTORNEY SAVITT:\n 152:23 Q. Because I'm just trying to understand\n 152:24 what you thought --\n 152:25 A. I don't think I actually read this term\n 153:01 sheet so ...\n\n\n\n Deposition Video Played at Trial Tr. 669:14-21 00:04:11\n TOTAL RUN TIME 00:04:11\n\n\n\n\n Deposition Video Played at Trial Tr. 669:14-21 4/4\n\n DX-1708 - Page 4\n\f","ocr_status":1,"date_upload":"2026-05-29T14:05:18.384962-07:00","document_number":"601","attachment_number":9,"pacer_doc_id":"035027190066","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit 1708","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/480905866/","id":480905866,"tags":[],"absolute_url":"/docket/69013420/601/10/musk-v-altman/","date_created":"2026-05-29T14:04:41.832546-07:00","date_modified":"2026-05-30T05:48:22.536179-07:00","sha1":"0fddb7ced59895518004cafb1902cb70f986cfd5","page_count":1,"file_size":177571,"filepath_local":"recap/gov.uscourts.cand.433688/gov.uscourts.cand.433688.601.10.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.cand.433688/gov.uscourts.cand.433688.601.10.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 4:24-cv-04722-YGR Document 601-10 Filed 05/29/26 Page 1 of District\n United States 1 Court\n Northern District of California\n\n\n\n\n \u03c0 PLAINTIFF \u03c0\n Case No. 4:24-CV-04722-YGR\n Case Title Musk et al. v. Altman et al.\n\nExcerpt of Transcript for Lex Fridman Podcast #419 1709\n Exhibit No.\n Date Entered\n Mark Busby, Clerk\n By: , Deputy Clerk\n\n\n\n\nLex Fridman\n(01:37:59) Whoever builds AGI first gets a lot of power. Do you trust yourself with that much\npower?\n\nSam Altman\n(01:38:14) Look, I\u2019ll just be very honest with this answer. I was going to say, and I still believe\nthis, that it is important that I nor any other one person have total control over OpenAI or\nover AGI. And I think you want a robust governance system. I can point out a whole bunch of\nthings about all of our board drama from last year about how I didn\u2019t fight it initially, and was\njust like, \u201cYeah. That\u2019s the will of the board, even though I think it\u2019s a really bad decision.\u201d And\nthen later, I clearly did fight it, and I can explain the nuance and why I think it was okay for\nme to fight it later. But as many people have observed, although the board had the legal abil-\nity to fire me, in practice, it didn\u2019t quite work. And that is its own kind of governance failure.\n\f","ocr_status":2,"date_upload":"2026-05-29T14:05:18.845789-07:00","document_number":"601","attachment_number":10,"pacer_doc_id":"035027190068","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit 1709","acms_document_guid":""}],"date_created":"2026-05-29T13:06:17.791489-07:00","date_modified":"2026-06-26T06:28:40.793848-07:00","date_filed":"2026-05-29","time_filed":"12:31:57","entry_number":601,"recap_sequence_number":"2026-05-29.002","pacer_sequence_number":3438,"description":"ADMITTED EXHIBITS Joint Submission of Transcripts of Videos Presented at Trial by Elon Musk.. (Attachments: # 1 Exhibit 1700, # 2 Exhibit 1701, # 3 Exhibit 1702, # 4 Exhibit 1703, # 5 Exhibit 1704, # 6 Exhibit 1705, # 7 Exhibit 1706, # 8 Exhibit 1707, # 9 Exhibit 1708, # 10 Exhibit 1709)(Molo, Steven) (Filed on 5/29/2026) (Entered: 05/29/2026)","tags":[]}],"entries_total":"https://www.courtlistener.com/api/rest/v4/docket-entries/?count=on&docket=69013420&page_size=40"}