Case 1:23-cv-11195 Document 1 Filed 12/27/23 Page 1 of 69
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`UNITED STATES DISTRICT COURT
`SOUTHERN DISTRICT OF NEW YORK
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`THE NEW YORK TIMES COMPANY
`Plaintiff,
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`v.
`MICROSOFT CORPORATION, OPENAI, INC.,
`OPENAI LP, OPENAI GP, LLC, OPENAI, LLC,
`OPENAI OPCO LLC, OPENAI GLOBAL LLC,
`OAI CORPORATION, LLC, and OPENAI
`HOLDINGS, LLC,
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`Defendants.
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`Civil Action No. ________
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`COMPLAINT
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`JURY TRIAL DEMANDED
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`Plaintiff The New York Times Company (“The Times”), by its attorneys Susman Godfrey
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`LLP and Rothwell, Figg, Ernst & Manbeck, P.C., for its complaint against Defendants Microsoft
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`Corporation (“Microsoft”) and OpenAI, Inc., OpenAI LP, OpenAI GP LLC, OpenAI LLC, OpenAI
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`OpCo LLC, OpenAI Global LLC, OAI Corporation, LLC, OpenAI Holdings, LLC, (collectively
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`“OpenAI” and, with Microsoft, “Defendants”), alleges as follows:
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`I.
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`NATURE OF THE ACTION
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`1.
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`Independent journalism is vital to our democracy. It is also increasingly rare and
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`valuable. For more than 170 years, The Times has given the world deeply reported, expert,
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`independent journalism. Times journalists go where the story is, often at great risk and cost, to
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`inform the public about important and pressing issues. They bear witness to conflict and disasters,
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`provide accountability for the use of power, and illuminate truths that would otherwise go unseen.
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`Their essential work is made possible through the efforts of a large and expensive organization
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`that provides legal, security, and operational support, as well as editors who ensure their journalism
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`meets the highest standards of accuracy and fairness. This work has always been important. But
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`within a damaged information ecosystem that is awash in unreliable content, The Times’s
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`journalism provides a service that has grown even more valuable to the public by supplying
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`trustworthy information, news analysis, and commentary.
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`2.
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`Defendants’ unlawful use of The Times’s work to create artificial intelligence
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`products that compete with it threatens The Times’s ability to provide that service. Defendants’
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`generative artificial intelligence (“GenAI”) tools rely on large-language models (“LLMs”) that
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`were built by copying and using millions of The Times’s copyrighted news articles, in-depth
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`investigations, opinion pieces, reviews, how-to guides, and more. While Defendants engaged in
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`widescale copying from many sources, they gave Times content particular emphasis when building
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`their LLMs—revealing a preference that recognizes the value of those works. Through Microsoft’s
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`Bing Chat (recently rebranded as “Copilot”) and OpenAI’s ChatGPT, Defendants seek to free-ride
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`on The Times’s massive investment in its journalism by using it to build substitutive products
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`without permission or payment.
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`3.
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`The Constitution and the Copyright Act recognize the critical importance of giving
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`creators exclusive rights over their works. Since our nation’s founding, strong copyright protection
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`has empowered those who gather and report news to secure the fruits of their labor and investment.
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`Copyright law protects The Times’s expressive, original journalism, including, but not limited to,
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`its millions of articles that have registered copyrights.
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`4.
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`Defendants have refused to recognize this protection. Powered by LLMs containing
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`copies of Times content, Defendants’ GenAI tools can generate output that recites Times content
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`verbatim, closely summarizes it, and mimics its expressive style, as demonstrated by scores of
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`examples. See Exhibit J. These tools also wrongly attribute false information to The Times.
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`Defendants also use Microsoft’s Bing search index, which copies and categorizes
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`5.
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`The Times’s online content, to generate responses that contain verbatim excerpts and detailed
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`summaries of Times articles that are significantly longer and more detailed than those returned by
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`traditional search engines. By providing Times content without The Times’s permission or
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`authorization, Defendants’ tools undermine and damage The Times’s relationship with its readers
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`and deprive The Times of subscription, licensing, advertising, and affiliate revenue.
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`6.
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`Using the valuable intellectual property of others in these ways without paying for
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`it has been extremely lucrative for Defendants. Microsoft’s deployment of Times-trained LLMs
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`throughout its product line helped boost its market capitalization by a trillion dollars in the past
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`year alone. And OpenAI’s release of ChatGPT has driven its valuation to as high as $90 billion.
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`Defendants’ GenAI business interests are deeply intertwined, with Microsoft recently highlighting
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`that its use of OpenAI’s “best-in-class frontier models” has generated customers—including
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`“leading AI startups”—for Microsoft’s Azure AI product.1
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`7.
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`The Times objected after it discovered that Defendants were using Times content
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`without permission to develop their models and tools. For months, The Times has attempted to
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`reach a negotiated agreement with Defendants, in accordance with its history of working
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`productively with large technology platforms to permit the use of its content in new digital
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`products (including the news products developed by Google, Meta, and Apple). The Times’s goal
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`during these negotiations was to ensure it received fair value for the use of its content, facilitate
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`the continuation of a healthy news ecosystem, and help develop GenAI technology in a responsible
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`way that benefits society and supports a well-informed public.
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`1 Microsoft Fiscal Year 2024 First Quarter Earnings Conference Call, MICROSOFT INVESTOR RELATIONS
`(Oct. 24, 2023), https://www.microsoft.com/en-us/Investor/events/FY-2024/earnings-fy-2024-q1.aspx.
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`These negotiations have not led to a resolution. Publicly, Defendants insist that their
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`8.
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`conduct is protected as “fair use” because their unlicensed use of copyrighted content to train
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`GenAI models serves a new “transformative” purpose. But there is nothing “transformative” about
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`using The Times’s content without payment to create products that substitute for The Times and
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`steal audiences away from it. Because the outputs of Defendants’ GenAI models compete with and
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`closely mimic the inputs used to train them, copying Times works for that purpose is not fair use.
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`9.
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`The law does not permit the kind of systematic and competitive infringement that
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`Defendants have committed. This action seeks to hold them responsible for the billions of dollars
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`in statutory and actual damages that they owe for the unlawful copying and use of The Times’s
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`uniquely valuable works.
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`II.
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`JURISDICTION AND VENUE
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`10.
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`The Court has subject matter jurisdiction under 28 U.S.C. §§ 1331 and 1338(a)
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`because this action arises under the Copyright Act of 1976, 17 U.S.C. § 101, et seq.
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`11.
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`Jurisdiction over Microsoft and OpenAI is proper because they have purposely
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`availed themselves of the privilege of conducting business in New York. A substantial portion of
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`Microsoft and OpenAI’s widespread infringement and other unlawful conduct alleged herein
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`occurred in New York, including the distribution and sales of Microsoft and OpenAI’s Generative
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`Pre-training Transformer (“GPT”)-based products like ChatGPT, ChatGPT Enterprise, Bing Chat,
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`Azure OpenAI Service, Microsoft 365 Copilot, and related application programming interface
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`(API) tools within New York to New York residents. Furthermore, both Microsoft and the OpenAI
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`Defendants maintain offices and employ personnel in New York who, upon information and belief,
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`were involved in the creation, maintenance, or monetization of Microsoft and OpenAI’s
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`widespread infringement and other unlawful conduct alleged herein.
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`Because The Times’s principal place of business and headquarters is in this District,
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`12.
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`the injuries alleged herein from Microsoft and OpenAI’s widespread infringement and other
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`unlawful conduct foreseeably occurred in this District.
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`13.
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`Venue is proper under 28 U.S.C. § 1400(a) because Defendants or their agents
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`reside or may be found in this District, through the infringing and unlawful activities—as well as
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`Defendants’ sales and monetization of such activity—that occurred in this District. Venue is also
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`proper under 28 U.S.C. § 1391(b)(2) because a substantial part of the events giving rise to The
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`Times’s claims occurred in this District, including the marketing, sales, and licensing of
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`Defendants’ GenAI products built on the infringement of The Times’s intellectual property within
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`this District. Upon information and belief, OpenAI has sold subscriptions for ChatGPT Plus to
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`New York residents, and both Microsoft and OpenAI enjoy a substantial base of monthly active
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`users of Bing Chat and ChatGPT in New York. OpenAI has licensed its GPT models to New York
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`residents and companies headquartered in New York. For example, this year, OpenAI struck deals
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`to license its GPT models to the Associated Press (AP) and Morgan Stanley, both companies
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`headquartered in New York.
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`III. THE PARTIES
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`14.
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`Plaintiff The New York Times Company is a New York corporation with its
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`headquarters and principal place of business in New York. The Times publishes digital and print
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`products, including its core news product, The New York Times, which is available on its mobile
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`applications, on its website (NYTimes.com), and as a printed newspaper, and associated content
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`such as its podcasts. The Times also publishes other interest-specific publications, including The
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`Athletic (sports media), Cooking (recipes and other cooking-related content), Games (puzzles and
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`games), and Wirecutter (shopping recommendations). The Times owns over 3 million registered,
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`copyrighted works, including those set forth in Exhibits A–I, K (“Times Works”).
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`15. Microsoft Corporation is a Washington corporation with a principal place of
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`business and headquarters in Redmond, Washington. Microsoft has invested at least $13 billion in
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`OpenAI Global LLC in exchange for which Microsoft will receive 75% of that company’s profits
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`until its investment is repaid, after which Microsoft will own a 49% stake in that company.
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`16. Microsoft has described its relationship with the OpenAI Defendants as a
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`“partnership.” This partnership has included contributing and operating the cloud computing
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`services used to copy Times Works and train the OpenAI Defendants’ GenAI models. It has also
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`included, upon information and belief, substantial technical collaboration on the creation of those
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`models. Microsoft possesses copies of, or obtains preferential access to, the OpenAI Defendants’
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`latest GenAI models that have been trained on and embody unauthorized copies of the Times
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`Works. Microsoft uses these models to provide infringing content and, at times, misinformation to
`users of its products and online services. During a quarterly earnings call in October 2023,
`Microsoft noted that “more than 18,000 organizations now use Azure OpenAI Service, including
`new-to-Azure customers.”
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`17.
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`18.
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`The OpenAI Defendants consist of a web of interrelated Delaware entities.
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`Defendant OpenAI Inc. is a Delaware nonprofit corporation with a principal place
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`of business located at 3180 18th Street, San Francisco, California. OpenAI Inc. was formed in
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`December 2015. OpenAI Inc. indirectly owns and controls all other OpenAI entities and has been
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`directly involved in perpetrating the mass infringement and other unlawful conduct alleged here.
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`19.
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`Defendant OpenAI LP is a Delaware limited partnership with its principal place of
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`business located at 3180 18th Street, San Francisco, California. OpenAI LP was formed in 2019.
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`OpenAI LP is a wholly owned subsidiary of OpenAI Inc. that is operated for profit and is controlled
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`by OpenAI Inc. OpenAI LP was directly involved in perpetrating the mass infringement and
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`commercial exploitation of Times Works alleged here.
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`20.
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`Defendant OpenAI GP, LLC is a Delaware limited liability company with a
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`principal place of business located at 3180 18th Street, San Francisco, California. OpenAI GP,
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`LLC is the general partner of OpenAI LP, and it manages and operates the day-to-day business and
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`affairs of OpenAI LP. OpenAI GP LLC is wholly owned and controlled by OpenAI Inc. OpenAI,
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`Inc. uses OpenAI GP LLC to control OpenAI LP and OpenAI Global, LLC. OpenAI GP, LLC was
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`involved in perpetrating the mass infringement and unlawful exploitation of Times Works alleged
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`here through its direction and control of OpenAI LP and OpenAI Global LLC.
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`21.
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`Defendant OpenAI, LLC is a Delaware limited liability company with a principal
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`place of business located at 3180 18th Street, San Francisco, California. OpenAI, LLC was formed
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`in September 2020. OpenAI LLC owns, sells, licenses, and monetizes a number of OpenAI’s
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`offerings, including ChatGPT, ChatGPT Enterprise, and OpenAI’s API tools, all of which were
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`built on OpenAI’s mass infringement and unlawful exploitation of Times Works. Upon information
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`and belief, OpenAI, LLC is owned and controlled by both OpenAI Inc. and Microsoft Corporation,
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`through OpenAI Global LLC and OpenAI OpCo LLC.
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`22.
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`Defendant OpenAI OpCo LLC is a Delaware limited liability company with a
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`principal place of business located at 3180 18th Street, San Francisco, California. OpenAI OpCo
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`LLC is a wholly owned subsidiary of OpenAI Inc. and has facilitated and directed OpenAI’s mass
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`infringement and unlawful exploitation of Times Works through its management and direction of
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`OpenAI, LLC.
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`Defendant OpenAI Global LLC is a Delaware limited liability company formed in
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`23.
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`December 2022. OpenAI Global LLC has a principal place of business located at 3180 18th Street,
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`San Francisco, California. Microsoft Corporation has a minority stake in OpenAI Global LLC and
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`OpenAI, Inc. has a majority stake in OpenAI Global LLC, indirectly through OpenAI Holdings
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`LLC and OAI Corporation, LLC. OpenAI Global LLC was and is involved in unlawful conduct
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`alleged herein through its ownership, control, and direction of OpenAI LLC.
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`24.
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`Defendant OAI Corporation, LLC is a Delaware limited liability company with a
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`principal place of business located at 3180 18th Street, San Francisco, California. OAI
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`Corporation, LLC’s sole member is OpenAI Holdings, LLC. OAI Corporation, LLC was and is
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`involved in the unlawful conduct alleged herein through its ownership, control, and direction of
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`OpenAI Global LLC and OpenAI LLC.
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`25.
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`Defendant OpenAI Holdings, LLC is a Delaware limited liability company, whose
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`sole members are OpenAI, Inc. and Aestas, LLC, whose sole member, in turn, is Aestas
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`Management Company, LLC. Aestas Management Company, LLC is a Delaware shell company
`formed for the purpose of executing a $495 million capital raise for OpenAI.
`IV.
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`FACTUAL ALLEGATIONS
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`A.
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`The New York Times and its Mission
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`1.
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`26.
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`Almost Two Centuries of High-Quality, Original, Independent News
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`The New York Times is a trusted source of quality, independent journalism whose
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`mission is to seek the truth and help people understand the world. Begun as a small, local
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`newspaper, The Times has evolved to a diversified multi-media company with readers, listeners,
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`and viewers around the globe. Today, more than 10 million subscribers pay for Times journalism,
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`which includes everything from news to opinion, culture to business, cooking to games, and
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`shopping recommendations to sports.
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`27.
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`Founded in 1851, The New York Times has a long history of providing the public
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`with independent journalism of the highest quality. When Adolph Ochs bought the newspaper out
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`of bankruptcy in 1896, he vowed that The Times would be fiercely independent, dedicated to
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`journalism of the highest integrity, and devoted to the public welfare. He articulated the vision:
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`“To give the news impartially, without fear or favor, regardless of any party, sect, or interest
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`involved.” These words still animate The New York Times today, nearly two centuries later.
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`28.
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`Producing original independent journalism is at the heart of this mission. Times
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`journalists cover the most important stories across the globe; in a typical year, The Times sends
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`journalists to report on the ground from more than 160 countries. Together, along with editors,
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`photographers, audio producers, videographers, graphic designers, data analysts, and more, The
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`Times’s newsroom produces groundbreaking journalism across every major storytelling format.
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`29.
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`The quality of The Times’s coverage has been widely recognized with many
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`industry and peer accolades, including 135 Pulitzer Prizes since its first Pulitzer award in 1918
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`(nearly twice as many as any other organization). The Times’s journalism is also deeply impactful.
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`Academics, teachers, and scientists have used it to educate and innovate. Lawmakers have cited it
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`to introduce legislation. Judges have referenced it in rulings. And tens of millions of people rely
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`on it every day.
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`30.
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`Times journalists are experts in their subject matter and among the most
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`experienced and talented in the industry. In many cases, their work is enhanced by professional
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`expertise: lawyers cover the court, doctors cover health care, and veterans cover the military. Many
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`Times journalists draw on decades of experience. One reporter covering the White House, for
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`example, has reported on five administrations. His colleague, a White House photographer, has
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`covered seven.
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`31.
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`In addition to journalists who spend considerable time and effort reporting pieces,
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`The Times employs hundreds of editors to painstakingly review its journalism for accuracy,
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`independence, and fairness, with at least two editors reviewing each piece prior to publication and
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`many more reviewing the most important and sensitive pieces. The Times also has among the
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`largest and most robust Standards teams in the industry, which advises the newsroom daily on
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`consistency, accuracy, fairness, and clarity in its reporting and maintains stringent ethical
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`guidelines for journalists and their work. The Times also maintains an internal Stylebook, a
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`document that is updated over time to guide the tone of its journalism and the prose used. There is
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`also an ongoing dialogue among journalists and editors to ensure The Times fairly and thoroughly
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`covers the right stories and presents what it finds in a clear and compelling way. Producing Times
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`journalism is a creative and deeply human endeavor.
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`2.
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`32.
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`Groundbreaking, In-Depth Journalism and Breaking News at Great Cost
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`To produce world-class journalism, The Times invests an enormous amount of time,
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`money, expertise, and talent, both in its newsroom and product, technology, and other supporting
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`teams. Core areas of focus include:
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`33.
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`Investigative Reporting. The Times does deep investigations—which usually take
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`months and sometimes years to report and produce—into complex and important areas of public
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`interest. The Times’s reporters routinely uncover stories that would otherwise never come to light.
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`They have exposed problems, held power to account, and demanded the public’s attention. In
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`investigating these areas, Times coverage often results in meaningful reforms. These stories are
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`written and edited in the style that is widely associated with The Times, one that readers trust and
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`seek out.
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`34.
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`Breaking News Reporting. The Times is equally committed to quickly and
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`accurately reporting breaking news. In an era in which speculation, disinformation, and spin often
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`drown out the truth when news breaks, The Times fills an important need for trustworthy news
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`with journalists who have the subject-matter expertise, news judgment, and sources required to
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`report the facts in a compelling way. This year, The Times has provided detailed, real-time
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`coverage on breaking news across a range of topics, including the upcoming U.S. elections,
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`multiple mass shootings including those in Maine and Nashville, wars in Ukraine and the Middle
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`East, a spate of natural disasters around the globe, and the collapse of major regional banks.
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`35.
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`Beat Reporting: The Times invests significantly in its beat reporting by giving its
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`beat reporters the time and space to go deep on a single topic. At The Times, these topics vary from
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`public health to religion to architecture, and from the Pentagon to Hollywood to Wall Street. They
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`also include The Times’s dozens of national and international bureaus, where correspondents are
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`steeped in the communities they cover. Because this type of journalism is grounded in the expertise
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`and deep connections of Times journalists, beat coverage enriches The Times’s reporting.
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`36.
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`Reviews and Analysis. The Times is a trusted source for reviews and analysis of
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`arts and culture, including food, books, art, film, theater, television, music, fashion, and travel. In
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`2016, it acquired the product review site Wirecutter, which recommends the best products in
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`dozens of categories including home goods, technology, health and fitness, and more. Each year,
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`Wirecutter spends tens of thousands of hours conducting rigorous testing and research to produce
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`a catalog of reviews that today covers thousands of products.
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`Commentary and Opinion. The Times publishes opinion articles that contribute
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`37.
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`to public debate across the world. Many of these articles come from The Times’s staff of world-
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`renowned columnists. Additionally, leaders in business, politics, religion, education, and the arts
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`write guest essays for The Times’s opinion section, giving readers the opportunity to understand a
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`wide range of experiences, perspectives, and ideas about the most important issues of the day.
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`3.
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`38.
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`A Commitment to Quality Journalism
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`It takes enormous resources to publish, on average, more than 250 original articles
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`every day. Many of these articles take months—and sometimes longer—to report. That output is
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`the work of approximately 5,800 full-time equivalent Times employees (as of December 31, 2022),
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`some 2,600 of whom are directly involved in The Times’s journalism operations.
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`39.
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`Quite often, the most vital news reporting for society is the most resource-intensive.
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`Some of The Times’s most important journalism requires deploying teams of journalists at great
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`cost to report on the ground around the world, providing best-in-class security and support, filing
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`lawsuits against government entities to bring information to light, and supporting journalists
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`through investigations that can take months or years.
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`40.
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`Subscription, advertising, licensing, and affiliate revenue make this reporting
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`possible. In 1996, The Times launched a core news website, alongside its paid print edition, that
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`was free. As readers shifted from print news to digital products, The Times—like most print
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`publishers—faced the prospect of not being able to continue funding its journalism. In response,
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`The Times reinvented its business model to incorporate digital subscriptions. The Times launched
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`its metered paywall in 2011, in what it called “a bet that readers will pay for news they are
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`accustomed to getting free.”2
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`2 Jeremy W. Peters, The Times Announces Digital Subscription Plan, N.Y. TIMES (Mar. 17, 2011),
`https://www.nytimes.com/2011/03/18/business/media/18times.html.
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`Thanks to the quality of The Times’s journalism, that strategic innovation paid off,
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`41.
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`which allowed The Times to continue to exist and to thrive. Today, the vast majority of subscribers
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`are digital-only. In the 12 years since The Times launched its paywall, it has grown its paid digital
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`subscribership and developed a direct relationship with its online audience through its tireless
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`commitment to making journalism “worth paying for.” Generating and maintaining direct traffic
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`to its online content and mobile applications are critical components of The Times’s financial
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`success.
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`42.
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`By the third quarter of 2023, The Times had nearly 10.1 million digital and print
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`subscribers worldwide. The Times aims to have 15 million subscribers by year-end 2027.
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`43.
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`The Times makes journalism “worth paying for” by publishing articles that are
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`exhaustively researched and reported, thoughtfully written, carefully edited, and thoroughly fact-
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`checked.
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`44.
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`In addition, The Times has deepened its relationship with its readers by expanding
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`its offerings to better encompass its readers’ specific interests, including best-in-class offerings
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`like Cooking, Wirecutter, Games, and The Athletic.
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`45.
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`The Times’s paywall does not require payment for all access to The Times’s
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`content. To build audience engagement and loyalty, The Times’s access model generally offers
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`registered users free access to a limited number of articles and other content before requiring them
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`to subscribe for access to additional content. Approximately 50 to 100 million users, on average,
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`engage with The Times’s digital content each week. This traffic is a key source of advertising
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`revenue and helps drive future subscriptions to The Times.
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`46.
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`The Times also compiled digital archives of all its material going back to its
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`founding, at significant cost. Its digital archives include The New York Times Article Archive, with
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`partial and full-text digital versions of articles from 1851 to today, and the TimesMachine, a
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`browser-based digital replica of all issues from 1851 to 2002. This represents a singular database
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`of contemporaneous language and information, as well as a unique and valuable historical record.
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`The Times also provides its own API that allows researchers and academics to search Times
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`content for non-commercial purposes.
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`4.
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`GenAI Products Threaten High-Quality Journalism
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`47. Making great journalism is harder than ever. Over the past two decades, the
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`traditional business models that supported quality journalism have collapsed, forcing the shuttering
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`of newspapers all over the country. It has become more difficult for the public to sort fact from
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`fiction in today’s information ecosystem, as misinformation floods the internet, television, and
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`other media. If The Times and other news organizations cannot produce and protect their
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`independent journalism, there will be a vacuum that no computer or artificial intelligence can fill.
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`48.
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`The protection of The Times’s intellectual property is critical to its continued ability
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`to fund world-class journalism in the public interest. If The Times and its peers cannot control the
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`use of their content, their ability to monetize that content will be harmed. With less revenue, news
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`organizations will have fewer journalists able to dedicate time and resources to important, in-depth
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`stories, which creates a risk that those stories will go untold. Less journalism will be produced,
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`and the cost to society will be enormous.
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`49.
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`The Times depends on its exclusive rights of reproduction, adaptation, publication,
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`performance, and display under copyright law to resist these forces. The Times has registered the
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`copyright in its print edition every day for over 100 years, maintains a paywall, and has
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`implemented terms of service that set limits on the copying and use of its content. To use Times
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`Case 1:23-cv-11195 Document 1 Filed 12/27/23 Page 15 of 69
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`content for commercial purposes, a party should first approach The Times about a licensing
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`agreement.
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`50.
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`The Times requires third parties to obtain permission before using Times content
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`and trademarks for commercial purposes, and for decades The Times has licensed its content under
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`negotiated licensing agreements. These agreements help ensure that The Times controls how,
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`where, and for how long its content and brand appears and that it receives fair compensation for
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`third-party use. Third parties, including large tech platforms, pay The Times significant royalties
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`under these agreements in exchange for the right to use Times content for narrowly defined
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`purposes. The agreements prohibit uses beyond those authorized purposes.
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`51.
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`Times content is also available for licenses for certain uses through the Copyright
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`Clearance Center (“CCC”), a clearinghouse that licenses material to both corporate and academic
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`users. Through the CCC, The Times permits limited licenses for instruction, academic, other
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`nonprofit uses, and limited commercial uses. For example, a for-profit business can acquire a CCC
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`license to make a photocopy of Times content for internal or external distribution in exchange for
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`a licensing fee of about ten dollars per article. A CCC license to post a single Times article on a
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`commercial website for up to a year costs several thousand dollars.
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`52.
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`The Times’s ability to continue to attract and grow its digital subscriber base and to
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`generate digital advertising revenue depends on the size of The Times’s audience and users’
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`sustained engagement directly with The Times’s websites and mobile applications. To facilitate
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`this direct engagement with its products, The Times permits search engines to access and index its
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`content, which is necessary to allow users to find The Times using these search engines. Inherent
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`in this value exchange is the idea that the search engines will direct users to The Times’s own
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`websites and mobile applications, rather than exploit The Times’s content to keep users within
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`their own search ecosystem.
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`53. While The Times, like virtually all online publishers, permits search engines to
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`access its content for the limited purpose of surfacing it in traditional search results, The Times
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`has never given permission to any entity, including Defendants, to use its content for GenAI
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`purposes.
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`54.
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` The Times reached out to Microsoft and OpenAI in April 2023 to raise intellectual
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`property concerns and explore the possibility of an amicable resolution, with commercial terms
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`and technological guardrails that would allow a mutually beneficial value exchange between
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`Defendants and The Times. These efforts have not produced a resolution.
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`B.
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`Defendants’ GenAI Products
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`1.
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`55.
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`A Business Model Based on Mass Copyright Infringement
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`OpenAI was formed in December 2015 as a “non-profit artificial intelligence
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`research company.” OpenAI started with $1 billion in seed money from its founders, a group of
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`some of the wealthiest technology entrepreneurs and investors and companies like Amazon Web
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`Services and InfoSys. This group included Elon Musk, the CEO of Tesla and X Corp. (formerly
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`known as Twitter); Reid Hoffman, the co-founder of LinkedIn; Sam Altman, the former president
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`of Y Combinator; and Greg Brockman, the former Chief Technology Officer of Stripe.
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`56.
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`Despite accepting very large investments from enormously wealthy companies and
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`individuals at its founding, OpenAI originally maintained that its research and work would be
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`entirely unmotivated by profit. In a December 11, 2015, press release, Brockman and co-founder
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`Ilya Sutskever (now OpenAI’s President and Chief Scientist, respectively) wrote: “Our goal is to
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`advance digital intelligence in the way that is most likely to benefit humanity as a whole,
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