During the course of an audit, Oracle’s License Management Services department will determine your deployment and use of the Oracle programs. In case the Oracle programs are found to be deployed on VMware, Oracle will point you to the contractually agreed license metric definition Processor:
Processor shall be defined as all processors where the Oracle programs are installed and/or running. Programs licensed on a processor basis may be accessed by your internal users (including agents and contractors) and by your third-party users. The number of required licenses shall be determined by multiplying the total number of cores of the processor by a core processor licensing factor specified on the Oracle Processor Core Factor Table which can be accessed here. All cores on all multi´-core chips for each licensed program are to be aggregated before multiplying by the appropriate core processor licensing factor and all fractions of a number are to be rounded up to the next whole number. When licensing Oracle programs with Standard Edition One or Standard Edition in the product name (with the exception of Java SE Support, Java SE Advanced, and Java SE Suite), a processor is counted equivalent to an occupied socket; however, in the case of multi-chip modules, each chip in the multi-chip module is counted as one occupied socket.
As you can see, the contractually agreed Processor license metric definition refers to the Processor Core Factor Table, which can be found here. This Processor Core Factor table only states the different physical CPUs that can be part of a (physical) server on which the virtual servers and/or the Oracle programs are installed and/or running. Based upon this Processor definition and the related Processor Core Factor table, Oracle will explain that both parties have contractually agreed that the required number of licenses is based upon the (physical) cores of the servers on which the Oracle programs are “installed and/or running”. The installation of the software itself determines the licensing event, independent of the fact whether the software is actually used (running). This is Oracle’s contractual basis for any licensing dispute around the licensing of Oracle software on VMware. Its Oracle’s position that its Partitioning Policy is only to clarify its licensing rules and as such for educational purposes only.