Case 3:17-cv-00939-WHA Document 1 Filed 02/23/17 Page 1 of 28
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`QUINN EMANUEL URQUHART & SULLIVAN, LLP
` Charles K. Verhoeven (Bar No. 170151)
` charlesverhoeven@quinnemanuel.com
` David A. Perlson (Bar No. 209502)
` davidperlson@quinnemanuel.com
` Melissa Baily (Bar No. 237649)
` melissabaily@quinnemanuel.com
` John Neukom (Bar No. 275887)
` johnneukom@quinnemanuel.com
` Jordan Jaffe (Bar No. 254886)
` jordanjaffe@quinnemanuel.com
`50 California Street, 22nd Floor
`San Francisco, California 94111-4788
`Telephone:
`(415) 875-6600
`Facsimile:
`(415) 875-6700
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`Attorneys for WAYMO LLC
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`UNITED STATES DISTRICT COURT
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`NORTHERN DISTRICT OF CALIFORNIA, SAN FRANCISCO DIVISION
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`WAYMO LLC,
`Plaintiff,
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`vs.
`UBER TECHNOLOGIES, INC.;
`OTTOMOTTO LLC; OTTO TRUCKING
`LLC,
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`Defendants.
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` CASE NO. _________________
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`COMPLAINT
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`1. VIOLATION OF DEFENSE OF
`TRADE SECRETS ACT
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`2. VIOLATION OF CALIFORNIA
`UNIFORM TRADE SECRET ACT
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`3. PATENT INFRINGEMENT
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`4. VIOLATION OF CAL. BUS & PROF.
`CODE SECTION 17200
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`DEMAND FOR JURY TRIAL
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`Case No._________
`COMPLAINT
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`Case 3:17-cv-00939-WHA Document 1 Filed 02/23/17 Page 2 of 28
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`Plaintiff Waymo LLC (“Waymo”), by and through their attorneys, and for their Complaint
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`against Uber Technologies, Inc. (“Uber”), Ottomotto LLC, and Otto Trucking LLC (together,
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`“Otto”) (collectively, “Defendants”), hereby allege as follows:
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`I.
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`INTRODUCTION
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`1.
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`This is an action for trade secret misappropriation, patent infringement, and unfair
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`competition relating to Waymo’s self-driving car technology. Waymo strongly believes in the
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`benefits of fair competition, particularly in a nascent field such as self-driving vehicles. Self-
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`driving cars have the potential to transform mobility for millions of people as well as become a
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`trillion dollar industry. Fair competition spurs new technical innovation, but what has happened
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`here is not fair competition. Instead, Otto and Uber have taken Waymo’s intellectual property so
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`that they could avoid incurring the risk, time, and expense of independently developing their own
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`technology. Ultimately, this calculated theft reportedly netted Otto employees over half a billion
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`dollars and allowed Uber to revive a stalled program, all at Waymo’s expense.
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`2.
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`Waymo developed its own combination of unique laser systems to provide critical
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`information for the operation of fully self-driving vehicles. Waymo experimented with, and
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`ultimately developed, a number of different cost-effective and high-performing laser sensors
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`known as LiDAR. LiDAR is a laser-based scanning and mapping technology that uses the
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`reflection of laser beams off objects to create a real-time 3D image of the world. When mounted
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`on a vehicle and connected to appropriate software, Waymo’s LiDAR sensors enable a vehicle to
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`“see” its surroundings and thereby allow a self-driving vehicle to detect traffic, pedestrians,
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`bicyclists, and any other obstacles a vehicle must be able to see to drive safely. With a 360-degree
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`field of vision, and the ability to see in pitch black, Waymo’s LiDAR sensors can actually detect
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`potential hazards that human drivers would miss. With a goal of bringing self-driving cars to the
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`mass market, Waymo has invested tens of millions of dollars and tens of thousands of hours of
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`engineering time to custom-build the most advanced and cost-effective LiDAR sensors in the
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`industry. Thanks in part to this highly advanced LiDAR technology, Waymo became the first
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`company to complete a fully self-driving trip on public roads in a vehicle without a steering wheel
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`Case 3:17-cv-00939-WHA Document 1 Filed 02/23/17 Page 3 of 28
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`and foot pedals. Today, Waymo remains the industry’s leader in self-driving hardware and
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`software.
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`3.
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`Waymo was recently – and apparently inadvertently – copied on an email from one
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`of its LiDAR component vendors. The email attached machine drawings of what purports to be an
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`Uber LiDAR circuit board. This circuit board bears a striking resemblance to Waymo’s own
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`highly confidential and proprietary design and reflects Waymo trade secrets. As this email shows,
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`Otto and Uber are currently building and deploying (or intending to deploy) LiDAR systems (or
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`system components) using Waymo’s trade secret designs. This email also shows that Otto and
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`Uber’s LiDAR systems infringe multiple LiDAR technology patents awarded to Waymo.
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`4.
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`Waymo has uncovered evidence that Anthony Levandowski, a former manager in
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`Waymo’s self-driving car project – now leading the same effort for Uber – downloaded more than
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`14,000 highly confidential and proprietary files shortly before his resignation. The 14,000 files
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`included a wide range of highly confidential files, including Waymo’s LiDAR circuit board
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`designs. Mr. Levandowski took extraordinary efforts to raid Waymo’s design server and then
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`conceal his activities. In December 2015, Mr. Levandowski specifically searched for and then
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`installed specialized software onto his company-issued laptop in order to access the server that
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`stores these particular files. Once Mr. Levandowski accessed this server, he downloaded the
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`14,000 files, representing approximately 9.7 GB of highly confidential data. Then he attached an
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`external drive to the laptop for a period of eight hours. He installed a new operating system that
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`would have the effect of reformatting his laptop, attempting to erase any forensic fingerprints that
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`would show what he did with Waymo’s valuable LiDAR designs once they had been downloaded
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`to his computer. After Mr. Levandowski wiped this laptop, he only used it for a few minutes, and
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`then inexplicably never used it again.
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`5.
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`In the months leading to the mass download of files, Mr. Levandowski told
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`colleagues that he had plans to set up a new, self-driving vehicle company. In fact, Mr.
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`Levandowski appears to have taken multiple steps to maximize his profit and set up his own new
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`venture – which eventually became Otto – before leaving Waymo in January 2016. In addition to
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`downloading Waymo’s design files and proprietary information, Mr. Levandowski set up a
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`Case 3:17-cv-00939-WHA Document 1 Filed 02/23/17 Page 4 of 28
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`competing company named “280 Systems” (which later became Otto) before he left, under the
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`pretense that 280 Systems would not compete with Waymo.
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`6.
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`A number of Waymo employees subsequently also left to join Anthony
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`Levandowski’s new business, downloading additional Waymo trade secrets in the days and hours
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`prior to their departure. These secrets included confidential supplier lists, manufacturing details
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`and statements of work with highly technical information, all of which reflected the results of
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`Waymo’s months-long, resource-intensive research into suppliers for highly specialized LiDAR
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`sensor components.
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`7.
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`Otto launched publicly in May 2016, and was quickly acquired by Uber in August
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`2016 for $680 million. (Notably, Otto announced the acquisition shortly after Mr. Levandowski
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`received his final multi-million dollar compensation payment from Google.) As was widely
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`reported at the time, “one of the keys to this acquisition[] could be the LIDAR system that was
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`developed in-house at Otto.”
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`8.
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`Uber’s own attempts to develop self-driving cars started earlier in February 2015
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`with the announcement of a strategic partnership with Carnegie Mellon University and the
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`creation of the Uber Advanced Technologies Center in Pittsburgh. Reports attribute Uber CEO
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`Travis Kalanick’s interest in this technology to a ride in a Google, now Waymo, self-driving car.
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`Uber’s CEO has described self-driving cars as “existential” to the survival of his company.1 He
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`told reporters: “the entity that’s in first, then rolls out a ride-sharing network that is far cheaper or
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`far higher-quality than Uber’s, then Uber is no longer a thing.” However, by March 2016 reports
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`surfaced that the partnership between CMU and Uber had “stalled.”
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`9.
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`Meanwhile, Waymo had devoted seven years to research and development. It had
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`amassed nearly one and a half million miles of self-driving experience on public roads and billions
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`of miles of test data via simulation. By May 2015, Waymo had also designed and built, from the
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`ground up, the world’s first fully self-driving car without a steering wheel and foot pedals. These
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`1 Biz Carson, “Travis Kalanick on Uber’s bet on self-driving cars: ‘I can’t be wrong,’” Business
`Insider, Aug. 18, 2016, available at http://www.businessinsider.com/travis-kalanick-interview-on-
`self-driving-cars-future-driver-jobs-2016-8.
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`Case 3:17-cv-00939-WHA Document 1 Filed 02/23/17 Page 5 of 28
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`vehicles were equipped with Waymo’s own in-house hardware and sensors, including its
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`uniquely-designed LiDAR.
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`10.
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`Instead of developing their own technology in this new space, Defendants stole
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`Waymo’s long-term investments and property. While Waymo developed its custom LiDAR
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`systems with sustained effort over many years, Defendants leveraged stolen information to
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`shortcut the process and purportedly build a comparable LiDAR system in only nine months. As
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`of August 2016, Uber had no in-house solution for LiDAR – despite 18 months with their faltering
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`Carnegie Mellon University effort – and they acquired Otto to get it. By September 2016, Uber
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`represented to regulatory authorities in Nevada that it was no longer using an off-the-shelf, or
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`third-party, LiDAR technology, but rather using an “[i]n-house custom built” LiDAR system. The
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`facts outlined above and elaborated further in this complaint show that Uber’s LiDAR technology
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`is actually Waymo’s LiDAR technology.
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`11.
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`In light of Defendants’ misappropriation and infringement of Waymo’s LiDAR
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`technology, Waymo brings this Complaint to prevent any further misuse of its proprietary
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`information, to prevent Defendants from harming Waymo’s reputation by misusing its technology,
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`to protect the public’s confidence in the safety and reliability of self-driving technology that
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`Waymo has long sought to nurture, and to obtain compensation for its damages and for
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`Defendants’ unjust enrichment resulting from their unlawful conduct.
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`II.
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`PARTIES
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`12.
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`Plaintiff Waymo LLC is a subsidiary of Alphabet Inc. with its principal place of
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`business located in Mountain View, California 94043. Waymo is a self-driving technology
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`company with a mission to make it safe and easy for people and things to move around. Waymo
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`LLC owns all of the patents, trade secrets, and confidential information infringed or
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`misappropriated by Defendants.
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`13.
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`Defendant Uber Technologies, Inc. (“Uber”) is a Delaware company with its
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`principal place of business at 1455 Market Street, San Francisco, California.
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`Case 3:17-cv-00939-WHA Document 1 Filed 02/23/17 Page 6 of 28
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`14. Waymo is informed and believes that Defendant Ottomotto LLC (f/k/a 280
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`Systems Inc.) is a Delaware limited liability company with its principal place of business located
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`at 737 Harrison Street, San Francisco, California.
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`15. Waymo is informed and believes that Defendant Otto Trucking LLC (f/k/a 280
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`Systems LLC) is a limited liability company with its principal place of business located at 737
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`Harrison Street, San Francisco, California.
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`16. Waymo is informed and believes that Uber acquired Defendants Ottomotto LLC
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`and Otto Trucking LLC in approximately August 2016.
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`17. Waymo is informed and believes that each Defendant acted in all respects pertinent
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`to this action as the agent of the other Defendant, carried out a joint scheme, business plan or
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`policy in all respects pertinent hereto, and that the acts of each Defendant are legally attributable
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`to each of the other Defendants.
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`III.
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`JURISDICTION, VENUE & INTRADISTRICT ASSIGNMENT
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`18.
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`This Court has subject matter jurisdiction over Waymo’s claims for patent
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`infringement pursuant to the Federal Patent Act, 35 U.S.C. § 101 et seq. and 28 U.S.C. §§ 1331
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`and 1338(a). This Court has subject matter jurisdiction over Waymo’s federal trade secret claim
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`pursuant to 18 U.S.C. §§ 1836-39 et seq. and 28 U.S.C. §§ 1331 and 1343. The Court has
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`supplemental jurisdiction over the state law claim alleged in this Complaint pursuant to 28 U.S.C.
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`§ 1367.
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`As set forth above, at least one Defendant resides in this judicial district, and all
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`Defendants are residents of the State of California. In addition, a substantial part of the events or
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`omissions giving rise to the claims alleged in this Complaint occurred in this Judicial District.
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`Venue therefore lies in the United States District Court for the Northern District of California
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`pursuant to 28 U.S.C. §§ 1391(b)(1) and (2).
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`20.
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`A substantial part of the events giving rise to the claims alleged in this Complaint
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`occurred in the City and County of San Francisco. For purposes of intradistrict assignment under
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`Civil Local Rules 3-2(c) and 3-5(b), this Intellectual Property Action will be assigned on a district-
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`wide basis.
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`Case 3:17-cv-00939-WHA Document 1 Filed 02/23/17 Page 7 of 28
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`IV.
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`FACTUAL ALLEGATIONS
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`A.
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`Google Pioneers The Self-Driving Car Space
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`Google was the first major U.S. technology firm to recognize the transformative
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`potential and commercial value of vehicle automation, which promises to make transportation
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`safer, cleaner, more efficient, and more widely available.
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`Google initiated its self-driving car project in 2009. Before long, Google’s self-
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`driving cars had navigated from the Bay Area to Los Angeles, crossed the Golden Gate Bridge,
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`drove the Pacific Coast Highway, and circled Lake Tahoe, logging over 140,000 miles – a first in
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`robotics research at the time.
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`Google made its self-driving car project public in 2010, with the following
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`announcement: “Larry and Sergey founded Google because they wanted to help solve really big
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`problems using technology. And one of the big problems we’re working on today is car safety
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`and efficiency. Our goal is to help prevent traffic accidents, free up people’s time and reduce
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`carbon emissions by fundamentally changing car use. So we have developed technology for cars
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`that can drive themselves.”
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`In 2014, Google unveiled its own reference vehicle, a two-door fully autonomous
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`car without pedals or a steering wheel. A year later, this prototype made the first ever fully self-
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`driving trip in normal traffic on public roads.
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`In 2016, Google’s self-driving car program became Waymo, a stand-alone
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`company operating alongside Google and other technology companies under the umbrella of
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`Alphabet Inc.2
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`To date, Waymo’s fleet of self-driving vehicles has logged over 2.5 million miles
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`in autonomous mode on public roads. Measured in time, that equates to over 300 years of human
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`driving experience. And in 2016 alone, Waymo’s systems logged over a billion miles of
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`simulated driving, a feat made possible by Waymo’s in-house simulator and the power of
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`Google’s massive data centers.
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`2 Further references to “Waymo” refer to the self-driving car project from its inception in
`2009 to the present.
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`27. Waymo uses the data collected from these real-world and simulated miles to
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`(among other things) constantly improve the safety of its system, including its hardware and
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`sensors. This focus on testing and safety has allowed Waymo’s self-driving cars to become
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`increasingly capable and robust, with less need for human intervention. As just one illustration of
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`this, the rate of Waymo’s safety-related disengagements has fallen from 0.8 disengagements per
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`thousand miles in 2015 to 0.2 disengagements per thousand miles in 2016, representing a four-fold
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`improvement in Waymo’s self-driving technology in just 12 months. Today, Waymo believes its
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`self-driving cars are the safest on the road.
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`B. Waymo Develops Its Own Proprietary LiDAR System Tailored For Mass-
`Marketed Self-Driving Cars
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`Self-driving cars must be able to detect and understand the surrounding
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`environment. With respect to this aspect of vehicle automation, LiDAR – or “Light Detection
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`And Ranging” – uses high-frequency, high-power pulsing lasers to measure distances between one
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`or more sensors and external objects.
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`LiDAR hardware built for autonomous vehicles is typically mounted on the
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`exterior of a vehicle and scans the surrounding environment (sometimes in 360 degrees) with an
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`array of lasers. The laser beams reflect off surrounding objects, and data regarding the light that
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`bounces back to designated receivers is recorded. Software analyzes the data in order to create a
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`three-dimensional view of the environment, which is used to identify objects, assess their motion
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`and orientation, predict their behavior, and make driving decisions.
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`LiDAR systems are made up of thousands of individual hardware and software
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`components that can be configured in virtually limitless combinations and designs. LiDAR
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`systems adapted for use in self-driving cars became commercially available in approximately
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`2007. Today, most firms in the self-driving space purchase LiDAR systems from third-party
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`providers.
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`31. Waymo, on the other hand, uses its own LiDAR systems that are carefully tailored
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`– based on Waymo’s extensive research and testing – for use in fully autonomous vehicles in
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`which there is no driver intervention required. Waymo’s proprietary LiDAR systems improve the
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`ability of self-driving cars to navigate safely in all environments, including city environments and
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`highly unusual driving scenarios.
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`32. Moreover, by designing its own LiDAR systems, Waymo has driven down costs, a
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`well-known barrier to commercializing self-driving technology. Waymo’s improved LiDAR
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`designs are now less than 10% of the cost that benchmark LiDAR systems were just a few years
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`ago, and Waymo expects that mass production of their technology will make it even more
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`affordable.
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`33.
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`One way that Waymo pioneered LiDAR systems with improved performance at
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`lower cost was by innovating a design that, in part, uses a single lens – rather than multiple sets of
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`lenses – to both transmit and receive the collection of laser beams used to scan the surrounding
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`environment. This design greatly simplifies the manufacturing process by eliminating the need to
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`painstakingly align pairs of transmit and receive lenses, with even a slight mis-calibration of a lens
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`pair affecting the accuracy of the system. Waymo was awarded a patent on its design in 2014:
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`United States Patent No. 8,836,922 (“the ’922 patent”) entitled “Devices and Methods for a
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`Rotating LiDAR Platform with a Shared Transmit/Receive Path.”
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`Another way that Waymo improved the performance and lowered the cost of
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`LiDAR systems for autonomous vehicles was by simplifying the design of the laser diode firing
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`circuit that is at the heart of any LiDAR system. Waymo invented a design that elegantly
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`simplified the circuit to control the charging and discharging paths of the lasers compared to the
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`more complicated circuit designs otherwise used by the industry. Waymo obtained a patent on
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`this aspect of its LiDAR design in 2016: United States Patent No. 9,368,936 (“the ’936 patent”)
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`entitled “Laser Diode Firing System.”
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`As one more example of how Waymo fundamentally advanced LiDAR systems for
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`use in autonomous vehicles, Waymo developed a simplified design for “pre-collimating” (or
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`making parallel) the light output of each laser diode separately before the beams are combined.
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`The increased compactness of this design increases the resolution of the overall LiDAR system.
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`Waymo was awarded a patent on this aspect of its design in 2015: United States Patent No.
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`Case 3:17-cv-00939-WHA Document 1 Filed 02/23/17 Page 10 of 28
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`9,086,273 (“the ’273 patent”) entitled “Microrod Compressions of Laser Beam in Combination
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`with Transmit Lens.”
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`36. While patenting these fundamental advances in LiDAR technology, Waymo also
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`accumulated confidential and proprietary intellectual property that it uses in the implementation
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`and manufacture of its LiDAR designs to optimize performance, maximize safety, and minimize
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`cost. Waymo also created a vast amount of confidential and proprietary intellectual property via
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`its exploration of design concepts that ultimately proved too complex or too expensive for the
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`mass market; Waymo’s extensive experience with “dead-end” designs continues to inform the
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`ongoing development of Waymo’s LiDAR systems today. The details actually used in Waymo’s
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`LiDAR designs as well as the lessons learned from Waymo’s years of research and development
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`constitute trade secrets that are highly valuable to Waymo and would be highly valuable to any
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`competitor in the autonomous vehicle space.
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`37. Waymo’s substantial and sustained investment in LiDAR technology over nearly
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`seven years – and the intellectual property that resulted – have made Waymo’s current LiDAR
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`technology the most advanced in the industry. It is unparalleled in performance and safety in all
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`driving environments, including in the most challenging city environments. Yet it is more than
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`90% cheaper than prior benchmark systems, a key driver toward mass market adoption. For these
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`reasons and others, Waymo’s LiDAR technology and the intellectual property associated with it
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`are some of Waymo’s most valuable assets.
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`C.
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`Uber Is Late To Enter The Self-Driving Car Market
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`38. Whereas Waymo began developing its self-driving cars in 2009, on information
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`and belief, Uber’s first serious foray into automation was not until six years later when – in
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`February 2015 – Uber announced a partnership with Carnegie Mellon University. According to
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`public reports of the partnership, Uber hired at least 40 CMU faculty members, researchers, and
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`technicians – including the former head of CMU’s National Robotics Engineering Center – to help
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`jump-start an Uber vehicle automation program.
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`39.
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`By early 2016, Uber had hired hundreds of engineers and robotics experts to
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`support the original team from Carnegie Mellon. But the research and development process was
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`Case 3:17-cv-00939-WHA Document 1 Filed 02/23/17 Page 11 of 28
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`slow.3 And with respect to LiDAR technology, Uber’s program appeared to rely solely on a third-
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`party, off-the-shelf LiDAR system manufactured by Velodyne Inc. (the HDL-64E). On
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`information and belief, Uber’s program did not make any significant advances toward designing or
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`manufacturing its own LiDAR technology for improved performance or lower cost.
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`40.
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`Thus, although Uber came to view its entry into the self-driving car space as an
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`“existential” imperative,4 as of mid-2016, Uber remained more than five years behind in the race
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`to develop vehicle automation technology suitable for the mass market.
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`D.
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`Unbeknownst To Waymo, Anthony Levandowski Lays The Foundation For
`Defendants To Steal Waymo’s Intellectual Property Rather Than Compete
`Fairly In The Autonomous Vehicle Space
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`41. While Uber’s partnership with CMU was floundering, Waymo was continuing to
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`develop its next-generation proprietary LiDAR technology. But, unbeknownst to Waymo at the
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`time, Waymo manager Anthony Levandowski was also secretly preparing to launch a competing
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`vehicle automation venture – a company named “280 Systems,” which later would become Otto.
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`42.
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` By November 2015, an internet domain name for the new venture had been
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`registered. And by January 2016, Mr. Levandowski had confided in some Waymo colleagues that
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`he planned to “replicate” Waymo’s technology at a Waymo competitor. As Waymo would later
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`learn, Mr. Levandowski went to great lengths to take what he needed to “replicate” Waymo’s
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`technology and then to meet with Uber executives, all while still a Waymo employee.
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`43.
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`On December 3, 2015, Mr. Levandowski searched for instructions on how to access
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`Waymo’s highly confidential design server. This server holds detailed technical information
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`related to Waymo’s LiDAR systems, including the blueprints for its key hardware components,
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`and is accessible only on a need-to-know basis.
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`44.
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`On December 11, 2015, Mr. Levandowski installed special software on his Waymo
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`laptop to access the design server. Mr. Levandowski then download over 14,000 proprietary files
`
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`3 Heather Somerville, “After a year, Carnegie Mellon and Uber research initiative is stalled,”
`Reuters, Mar. 21, 2016, available at http://www.reuters.com/article/us-uber-tech-research-
`idUSKCN0WN0WR.
`4
` Max Chafkin, “Uber’s First Self-Driving Fleet Arrives in Pittsburgh This Month,”
`Bloomsberg, Aug. 18, 2016, available at http://www.bloomberg.com/news/features/2016-08-
`18/uber-s-first-self-driving-fleet-arrives-in-pittsburgh-this-month-is06r7on.
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`from that server. Mr. Levandowski’s download included 9.7 GBs of sensitive, secret, and
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`valuable internal Waymo information. 2 GBs of the download related to Waymo’s LiDAR
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`technology. Among the downloaded documents were confidential specifications for each version
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`of every generation of Waymo’s LiDAR circuit boards.
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`45.
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`On December 14, 2015, Mr. Levandowski attached a removable media device (an
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`SD Card) to the laptop containing the downloaded files for approximately eight hours.
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`46.
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`On December 18, 2015, seven days after Mr. Levandowski completed his
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`download of confidential Waymo information and four days after he removed the SD Card, he
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`reformatted the laptop, attempting to erase any evidence of what happened to the downloaded
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`files. After wiping the laptop clean, Mr. Levandowski used the reformatted laptop for a few
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`minutes and then never used it again.
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`47.
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`Around the same time, Mr. Levandowski used his Waymo credentials and security
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`clearances to download additional confidential Waymo documents to a personal device. These
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`materials included at least five highly sensitive internal presentations containing proprietary
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`technical details regarding the manufacture, assembly, calibration, and testing of Waymo’s LiDAR
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`sensors.
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`48.
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`After downloading all of this confidential information regarding Waymo’s LiDAR
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`systems and other technology and while still a Waymo employee, Waymo is informed and
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`believes that Mr. Levandowski attended meetings with high-level executives at Uber’s
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`headquarters in San Francisco on January 14, 2016.
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`49.
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`The next day, January 15, 2016, Mr. Levandowski’s venture 280 Systems - which
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`became OttoMotto LLC - was officially formed (though it remained in stealth mode for several
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`months). On January 27, 2016, Mr. Levandowski resigned from Waymo without notice. And on
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`February 1, 2016, Mr. Levandowski’s venture Otto Trucking was officially formed (also
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`remaining in stealth mode for several months).
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`Case 3:17-cv-00939-WHA Document 1 Filed 02/23/17 Page 13 of 28
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`E.
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`50.
`
`Otto Continues To Misappropriate Waymo’s Intellectual Property After Its
`Public Launch With Mr. Levandowski At The Helm
`
`Otto publicly launched in May 2016 with the stated goal of developing hardware
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`and software for autonomous vehicles.
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`51.
`
`In July 2016, a Waymo supply chain manager resigned from Waymo and joined
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`Otto. This supply chain manager was one of several Waymo employees who had spent many
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`months vetting a particular vendor that Waymo ultimately engaged to provide manufacturing
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`services for its self-driving car technology. The vendor’s identity and its work for Waymo was
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`and is confidential: Waymo and the vendor entered into a confidentiality agreement that precludes
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`either party from disclosing the existence of their business relationship.
`
`52.
`
`Approximately a month before the supply chain manager resigned and despite his
`
`confidentiality obligations to Waymo, he downloaded from Waymo’s secure network Waymo’s
`
`confidential supply chain information and other confidential manufacturing information, including
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`Statements of Work (or SOWs) for particular components – all of which reflected the results of
`
`Waymo’s months-long, resource-intensive research into suppliers for highly specialized LiDAR
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`sensor components.
`
`53.
`
`Also in July 2016, a certain Waymo hardware engineer resigned. On the same day
`
`that he resigned from Waymo, and despite his confidentiality obligations to Waymo, this engineer
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`downloaded from Waymo’s secure network three files containing confidential research into
`
`various potential hardware vendors for highly specialized LiDAR components and manufacturing
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`services. On information and belief, this hardware engineer left Waymo to join Otto.
`
`54.
`
`In the same time period that these former Waymo employees were downloading
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`Waymo’s confidential information regarding its manufacturing and hardware vendors and
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`resigned, Otto contacted the most-extensively vetted (and confidential) Waymo vendor and
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`attempted to order manufacturing services for LiDAR components similar to those the vendor
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`provides to Waymo.
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`Case 3:17-cv-00939-WHA Document 1 Filed 02/23/17 Page 14 of 28
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`F.
`
`55.
`
`After Only Six Months Of Official Existence, Otto Is Acquired By Uber For
`More Than Half A Billion Dollars
`
`In August 2016, shortly after Mr. Levandowski received his final multi-million
`
`dollar payment from Google, Uber announced a deal to acquire Otto. Otto’s purchase price was
`
`reported as $680 million, a remarkable sum for a company with few assets and no marketable
`
`product. As Forbes reported at the time, “one of the keys to this acquisition[] could be the LIDAR
`
`system that was developed in-house at Otto.”5
`
`56.
`
`In recognition of the central role of Otto’s technology within Uber, Uber named
`
`Otto co-founder Mr. Levandowski as its vice president in charge of Uber’s self-driving car project.
`
`Uber rechristened Otto’s existing San Francisco office as Uber’s new self-driving research and
`
`development center.
`
`G. Waymo Verifies Its Growing Suspicion That Otto And Uber Stole Its
`Intellectual Property
`
`57.
`
`The sudden resignations from Waymo, Otto’s quick public launch with Mr.
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`Levandowski at the helm, and Uber’s near-immedia