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01980-00104/9511143.2 3:17-CV-00939

WAYMO’S OFFER OF PROOF REGARDING DEFENDANTS’ TRADE SECRET MISAPPROPRIATION

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 

Attorneys for WAYMO LLC 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

WAYMO LLC, 

Plaintiff, 

vs. 

UBER TECHNOLOGIES, INC.; 

OTTOMOTTO LLC; OTTO TRUCKING LLC, 

Defendants. 

CASE NO. 3:17-cv-00939 

PLAINTIFF WAYMO LLC’S OFFER OF 

PROOF REGARDING DEFENDANTS’ 

TRADE SECRET MISAPPROPRIATION 

Judge: The Honorable William Alsup 

Trial Date: October 10, 2017 

REDACTED VERSION OF DOCUMENT 

SOUGHT TO BE FILED UNDER SEAL
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01980-00104/9511143.2

-1- 3:17-CV-00939

WAYMO’S OFFER OF PROOF REGARDING DEFENDANTS’ TRADE SECRET MISAPPROPRIATION

Pursuant to the Court’s order at the July 26 hearing and the Court’s guidance (Aug. 23, 2017 

Hearing Tr. at 40:15-18),1 Plaintiff Waymo LLC (“Waymo”

2

) submits this offer of proof regarding 

Defendants Uber Technologies, Inc. and Ottomotto, LLC (together “Uber”) and Otto Trucking, LLC 

(“Otto Trucking”) (collectively, “Defendants”) regarding Defendants use of Waymo’s trade secrets.

Waymo has previously provided sufficient evidence of trade secret misappropriation for this 

Court to grant provisional relief, based on review of voluminous evidence provided by Waymo. Dkt. 

426. In the course of discovery (currently ongoing) Waymo has developed evidence of Uber’s 

misappropriation and use of all nine trade secrets in its final election, as detailed below. 

Waymo notes that given the time limit and the period of discovery at this time, this offer of 

proof is necessarily rushed and may be incomplete. Today is the last day of fact discovery and due to 

the expedited schedule there are multiple depositions taking place. Today is also the deadline for the 

parties to submit initial expert reports. Dkt. 563. Waymo has also been required to respond to two 

summary judgment precis submitted by Defendants today upon two days’ notice. Dkt. 1308. The 

offer of proof set forth below represents Waymo’s best effort to respond fully to the Court under the 

circumstances. To the extent the Court intends to make any rulings based on this offer, Waymo 

requests the opportunity to brief a formal motion and be given the opportunity for a briefing schedule 

to do so. As the Court undoubtedly knows, Waymo has a constitutional right to a jury trial on its trade 

secret misappropriation claims, and that right can be taken away only where there is no genuine 

material dispute of fact.

I. WAYMO’S OFFER OF PROOF AS TO UBER

Waymo Takes Reasonable Measures to Keep Its Trade Secrets Secret: Generally, for all of 

Waymo’s asserted trade secrets, the evidence to be presented by Waymo at trial in this case through its 

witnesses (including at least Gary Brown, Pierre-Yves Droz, Michael Janosko, and Tim Willis) and its 

expert witness Lambertus Hesselink will show that Waymo takes reasonable measures to protect its 

 

1

 At the Court’s direction, Waymo is not including its expert reports in this filing, which include 

a more exhaustive marshalling of all the evidence it intends to present at trial through its experts 

for trade secret misappropriation. However, Waymo stands ready and willing to provide these 

reports or the evidence cited therein if the Court wishes. 

2

 As used herein, “Waymo” also includes Google’s Project Chauffeur.
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01980-00104/9511143.2

-2- 3:17-CV-00939

WAYMO’S OFFER OF PROOF REGARDING DEFENDANTS’ TRADE SECRET MISAPPROPRIATION

trade secrets. In particular, the evidence to be presented at trial will show that Waymo takes steps to 

protect its trade secrets, including its LiDAR-related trade secrets, from disclosure by employees

(through, for example, Waymo’s employee code of conduct and annual information security trainings), 

former employees (through, for example, exit interview processes), and vendors (through, for 

example, non-disclosure agreements). The evidence will also show that Waymo takes reasonable 

steps to protect its electronically-stored information through, for example, extensive server, network, 

and user-level security measures such as access controls, as well as monitoring and forensic 

investigations as needed. The evidence will also show that Waymo takes reasonable steps to protect 

its physical assets (through, for example, locking, guarding, and controlling access to its premises), 

including its LiDAR devices (through, for example, guarding using dark domes to cover its LiDARs 

and further placing key trade secret-related components deep inside the device where it cannot be 

observed from public roads).

Waymo’s Trade Secrets Are Not Generally Known or Readily Ascertainable: With respect to 

each one of Waymo’s asserted trade secrets, the evidence to be presented by Waymo at trial in this 

case through its witnesses (including at least Dmitri Dolgov, Pierre-Yves Droz, Bernard Fidric, and

Ben Ingram), its expert witness Lambertus Hesselink, and Defendants’ witnesses (including at least 

Daniel Gruver, James Haslim, Asheem Linaval, and Gaetan Pennecot) will show that none of 

Waymo’s asserted trade secrets are generally known in the relevant field, nor are they readily 

ascertainable. In particular, the evidence to be presented at trial will show that, outside the LiDAR 

devices designed by Waymo and by Uber, no other LiDARs embody Waymo’s asserted trade secrets. 

Waymo also expects that, with respect to each one of Waymo’s asserted trade secrets, the evidence to 

be presented by Waymo at trial in this case through its witnesses (including at least Dmitri Dolgov, 

Pierre-Yves Droz, Bernard Fidric, and Ben Ingram), its expert witness Lambertus Hesselink, and 

Defendants’ witnesses (including at least Scott Boehmke, James Haslim, and Gaetan Pennecot) will 

show that Waymo’s asserted trade secrets none of Waymo’s asserted trade secrets derive independent 

economic value from their secrecy. In particular, the evidence to be presented at trial will show that

Waymo has devoted years of research and development time and millions of dollars into developing 
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01980-00104/9511143.2

-3- 3:17-CV-00939

WAYMO’S OFFER OF PROOF REGARDING DEFENDANTS’ TRADE SECRET MISAPPROPRIATION

its trade secrets and that their secrecy gives Waymo a competitive advantage by, for example, 

preventing competitors from short-circuiting the design process. 

Uber’s Misappropriation of Waymo’s Trade Secrets: With respect to Uber’s 

misappropriation through acquisition, use, or disclosure of Waymo’s asserted trade secrets, the 

evidence to be presented by Waymo at trial in this case through its witnesses (including at least Gary 

Brown and Kristinn Gudjonsson) and Uber’s witnesses (including at least Scott Boehmke, Daniel 

Gruver, James Haslim, Eric Meyhofer, and Gaetan Pennecot) will show that Anthony Levandowski 

improperly downloaded over 14,000 files from Waymo’s SVN repository and additional documents 

from Waymo’s Google Drive servers, and that Uber hired Mr. Levandowski to lead its self-driving car 

project and acquired his company without implementing any measures to prevent Mr. Levandowski 

from consulting the misappropriated documents in the course of his work for Uber. The evidence to 

be presented by Waymo through its expert witness Jim Timmins and Uber’s witnesses (including at 

least John Bares, Travis Kalanick, Emil Michael, Cameron Poetzscher, and Nina Qi) will show that 

Uber instead agreed, in the context of its purchase of Otto, to indemnify Mr. Levandowski and others 

for any prior “Bad Acts,” including trade secret misappropriation, so long as Mr. Levandowski 

disclosed those “Bad Acts” to a third-party due-diligence consultant, Stroz Friedberg (Uber and Mr. 

Levandowski have asserted privilege over Mr. Levandowski’s disclosures to Stroz). Further, Uber 

 would be aided and hastened by Mr. Levandowski’s incorporation 

into Uber of Waymo’s stolen technology. Further, the evidence will show that Uber did not restrict 

Mr. Levandowski’s ability to bring his personal devices to Uber—personal devices that Uber has 

never inspected and that may well contain the 14,000 stolen files—or to consult those devices during 

LiDAR development. The evidence will also show that Mr. Levandowski was present and contributed 

to hundreds if not thousands of emails, meetings, and discussions concerning LiDAR development. 

Further evidence of Uber’s misappropriation through acquisition, use, or disclosure of 

Waymo’s asserted trade secrets to be presented by Waymo at trial in this case is outlined below, on a 

trade secret by trade secret basis. 
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01980-00104/9511143.2

-4- 3:17-CV-00939

WAYMO’S OFFER OF PROOF REGARDING DEFENDANTS’ TRADE SECRET MISAPPROPRIATION

A. Trade Secret No. 2 

As to Waymo’s Trade Secret No. 2 

 Former Waymo engineers and current Uber engineers admit they are aware of 

no other LIDAR with this design. Pennecot 6/14/17 Depo. 547:9-12 

The 

evidence to be presented by Waymo at trial in this case through its expert witness Lambertus 

Hesselink and Uber’s witnesses (including at least Scott Boehmke, James Haslim, Daniel Gruver, and 

Gaetan Pennecot) will show that Uber uses Fuji, a LiDAR system comprising 

. 

For example, the undisputed evidence will show that the 

 
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01980-00104/9511143.2

-5- 3:17-CV-00939

WAYMO’S OFFER OF PROOF REGARDING DEFENDANTS’ TRADE SECRET MISAPPROPRIATION

The evidence (including at least testimony from Waymo witnesses Gary Brown, Kristinn 

Gudjonsson, and Pierre-Yves Droz) will further show that this trade secret is fully described within the 

14,000 files improperly downloaded by Anthony Levandowski on December 11, 2015 (for example, 

. When asked about whether he used these files in designing Fuji, Mr. 

Levandowski declined to answer and took the Fifth Amendment. 8/22/2017 Levandowski Depo. 

at 103:19-104:3, 106:21-107:4, 119:17-120:2, 121:13-23, 128:1-10. 

One former Waymo engineer and current Uber engineer admitted that the only LIDARs in 

the world he knows of with this design characteristic is Waymo’s GBR3 and the Fuji. Pennecot 

6/14/17 Depo. 226:11-24 (“Q Okay. 

Q What are you aware of? A GBR3. Q Okay. Apart from GBR3, are there 

any others that you're aware of? A I'm not aware of any others.”)

As the Court previously observed, “that Fuji — and, at least on this record, no other 

LiDAR — copies such specific GBr3 specifications is striking evidence suggesting that at least 

some information from Waymo’s files has already found its way into Uber’s LiDAR designs.” 

Dkt. 426 at 15. 
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01980-00104/9511143.2

-6- 3:17-CV-00939

WAYMO’S OFFER OF PROOF REGARDING DEFENDANTS’ TRADE SECRET MISAPPROPRIATION

B. Trade Secret No. 7 

As to Waymo’s Trade Secret No. 7 

 Former Waymo engineers and 

current Uber engineers admit they’re aware of no other LIDAR with this design. D. Gruver 

8/14/17 Depo. at 323:6-14 (“And are you aware of any other LiDAR in the world that have this 

exact same design? A. Sorry. Describe "this design." Q. A. I am not 

aware of 

 in other LiDARs.”)

The evidence to be presented by Waymo at trial in this case through its expert witness 

Lambertus Hesselink and Uber’s witnesses (including at least James Haslim, Daniel Gruver, and 

Gaetan Pennecot) will show that Uber uses Fuji, a LiDAR system comprising a 

 For example, the undisputed evidence 

will show that 

 

3

 As described with more particularity in Dkt. 335-4 at 2-4. 
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01980-00104/9511143.2

-7- 3:17-CV-00939

WAYMO’S OFFER OF PROOF REGARDING DEFENDANTS’ TRADE SECRET MISAPPROPRIATION

The evidence (including at least testimony from Waymo witnesses Gary Brown, Kristinn 

Gudjonsson, and Pierre-Yves Droz) will further show that this trade secret is fully described within the 

14,000 files improperly downloaded by Anthony Levandowski on December 11, 2015 (for example, 

. When asked about whether he used these files in designing Fuji, Mr. 

Levandowski declined to answer and took the Fifth Amendment. 8/22/2017 Levandowski Depo. 

at 103:19-104:3, 106:21-107:4, 119:17-120:2, 121:13-23, 128:1-10. 

Former Waymo engineer Gaetan Pennecot and current Uber engineer further admitted he 

included this design based on Waymo’s LIDAR design. Pennecot 6/16/17 Depo. at 408:6-21 (“Q. 

Why did you choose to ? A. Because I -- I have done it 

from experience. . . . Q. Now, you said you had experience doing -- . 

Where did you have that experience? A. Back at Google. Q. Was there a LiDAR at Google in 
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01980-00104/9511143.2

-8- 3:17-CV-00939

WAYMO’S OFFER OF PROOF REGARDING DEFENDANTS’ TRADE SECRET MISAPPROPRIATION

which you used ? A. GBR.”) As previously observed by 

the Court: “Uber’s Fuji indeed . Defendants do not 

deny this and have no credible explanation for how they arrived at 

” Dkt. 426 at 14.

C. Trade Secret No. 9 

As to Waymo’s Trade Secret No. 9 

 As explained in Waymo’s response to Uber’s precis, this trade secret 

is not known in the field. Dkt. 1342 (quoting 8/3/17 Droz. Depo. at 228:17-233:13.) The 

evidence to be presented by Waymo at trial in this case through its expert witness Lambertus 

Hesselink and Uber’s witnesses (including at least James Haslim, Daniel Gruver, and Gaetan 

Pennecot) will show that Uber uses Fuji, a LiDAR system comprising 

 For example, the evidence will show that 

 
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01980-00104/9511143.2

-9- 3:17-CV-00939

WAYMO’S OFFER OF PROOF REGARDING DEFENDANTS’ TRADE SECRET MISAPPROPRIATION

The evidence will also show that these overlaps are not a coincidence, as testified to by 

Uber engineers (and former Waymo engineers) Gaetan Pennecot and Daniel Gruver. (8/9/17 

Pennecot Dep. at 641:6-643:7 (“Q. ... is not a coincidence, 

is it? ... A. I mean, in some ways, yeah, it’s – it’s in my head. I have, like, some experience from 

before, and I -- and you know -- like, you’re always impacted by your previous experience.”); 

8/4/17 Gruver Dep. at 274:22-25 (“Q. Okay. You designed , in part, based 

on your knowledge of that was designed at Google, right? A. Yes.”); id. at 275:5-8 

(“Q. You used the knowledge from your work on at Google to help 

, right? A. Yes.”).) 

The evidence will further show that Uber 

(UBER00011613.) 

D. Trade Secret No. 13 

As to Waymo’s Trade Secret No. 13 

 

Former Waymo engineers and current Uber engineers admit they’re aware of no other LIDAR 

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01980-00104/9511143.2

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WAYMO’S OFFER OF PROOF REGARDING DEFENDANTS’ TRADE SECRET MISAPPROPRIATION

experience” at Waymo. (6/14/17 Pennecot Dep. at 262:3-265:11; 6/16/17 Pennecot Dep. at 

424:18-23; 8/9/17 Pennecot Dep. at 572:20-574:25.) 

E. Trade Secret No. 14 

As to Waymo’s Trade Secret No. 14 

 As admitted by former 

Waymo contractor and current Uber engineer, the claimed trade secret is not generally known. 

(See 4/13/17 Linaval Depo. at 59:16-19 (“Q. Are you aware of any other LiDAR designs that use

? A. I’m not aware of any 

others.”). The evidence to be presented by Waymo at trial in this case through its expert witness 

Lambertus Hesselink and Uber’s witnesses (including at least James Haslim, Daniel Gruver, Asheem 

Linaval, and Gaetan Pennecot) will show that Uber uses 

. In particular, 

the evidence will show that both Waymo and Uber use 

 
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01980-00104/9511143.2

-12- 3:17-CV-00939

WAYMO’S OFFER OF PROOF REGARDING DEFENDANTS’ TRADE SECRET MISAPPROPRIATION

The evidence (including at least testimony from Waymo witnesses Gary Brown, Kristinn 

Gudjonsson, and Pierre-Yves Droz) will further show that this trade secret is reflected in part within 

the 14,000 files improperly downloaded by Anthony Levandowski on December 11, 2015 (for 

example, 

. When asked about whether he used these files in designing 

Fuji, Mr. Levandowski declined to answer and took the Fifth Amendment. 8/22/2017 

Levandowski Depo. at 103:19-104:3, 106:21-107:4, 119:17-120:2, 121:13-23, 128:1-10. 

The evidence will also show that these overlaps are not a coincidence, as Uber engineers 

(and former Waymo engineers) Daniel Gruver and Gaetan Pennecot were involved in the design 

of as reflected by the metadata. (Gruver 

Depo. Ex. 501; Pennecot Depo. Ex. 531; see, e.g., 6/16/17 Pennecot Depo. at 352:16-19 (“I would 
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WAYMO’S OFFER OF PROOF REGARDING DEFENDANTS’ TRADE SECRET MISAPPROPRIATION

say 

”); id. at 353:17-21 (“Q. 

”).)

F. Trade Secret No. 25 

As to Waymo’s Trade Secret No. 25

 This trade secret is not known in the field. 

(See 8/8/17 Dolgov Depo. at 153:5-12 (“I can’t – I’m not sure if I can quantify the value. But it --

as I just mentioned, it’s -- in my mind, the value is tremendous because 

”).) The evidence to be presented by Waymo 

at trial in this case through its expert witness Lambertus Hesselink and Uber’s witnesses (including at 

least John Bares) will show that Uber improperly acquired from Anthony Levandowski trade secret 

information and used it to helped guide its LiDAR research and development efforts. For example, 

the evidence will show that, in attempting to sell Ottomotto to Uber, Mr. Levandowski 


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WAYMO’S OFFER OF PROOF REGARDING DEFENDANTS’ TRADE SECRET MISAPPROPRIATION

with Uber to form a new LiDAR company: 

 (WAYMO-UBER-00085777.) When asked about whether he 

used these files in designing fiber laser designs at Uber/Otto, Mr. Levandowski declined to answer 

and took the Fifth Amendment. 8/22/2017 Levandowski Depo. at 103:19-104:3, 106:21-107:4, 

119:17-120:2, 121:13-23, 128:1-10. 

The evidence will also show that, while still employed by Waymo, Anthony Levandowski 

 (5/4/17 Haslim Dep. at 129:24-132:9, 134:10-135:8, 136:16-137:21; 

8/9/17 Haslim Dep. at 516:12-518:24, 537:14-541:25.) 

 

The evidence to be presented by Waymo at trial in this case through its expert witness 

Lambertus Hesselink and Uber’s witnesses (including at least James Haslim) will show that Uber 
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WAYMO’S OFFER OF PROOF REGARDING DEFENDANTS’ TRADE SECRET MISAPPROPRIATION

Defendants have no credible explanation for Mr. Levandowski’s input into this design and its 

overlap with Waymo’s 5/4/17 Haslim Depo. at 129:7-23 (“Q. Did you ever 

raise to any of your fellow employees at Tyto LiDAR, hey, why are we talking with Mr. Levandowski 

about the work that we're doing? A. No. Q. Never came up? A. Not to my recollection. Q. You never 

asked anyone? A. No. Q. You didn't think it was odd that this person who doesn't work for the 

company was talking about your work with you? A. No. Q. Did you know that Mr. Levandowski was 

working on LiDAR at Waymo at the time? A. I knew he was working for Google at the time, and I 

didn't know the details of what specifically he was working on.”). Mr. Haslim further admitted he 

used the information provided by Mr. Levandowski to for Otto and Uber. 5/4/17 

Haslim Depo. at 136:16-24. 

H. Trade Secret No. 96 

As to Waymo’s Trade Secret No. 96 

 This trade secret is not generally known, and 

in particular is not known. (See 8/3/17 Droz 

Depo. at 278:3-8 . Waymo’s is not either known or readily 

ascertainable. For example, 
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WAYMO’S OFFER OF PROOF REGARDING DEFENDANTS’ TRADE SECRET MISAPPROPRIATION

The evidence will show that prior LiDAR designs produced by others demonstrates that 

Waymo’s is unique and innovative. 

 

 (See, 

e.g., Boehmke Depo. Ex. 455 ¶¶ 8-10.) Even at that time, Uber 
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 (Meyerhofer Depo. Ex. 887.) 

 This suggested design fails to 

 Velodyne’s corporate designee, subpoenaed by 

Uber in this case, was questioned about Velodyne’s 

 

(Aug. 23, 2017 Nestinger Rough Depo. at 34:2-36:12, 142:8-144:11.).) Thus, the Velodyne 

approach 

 These approaches are distinct from, and do not disclose the design reflected in Waymo’s 

 

 allegedly developed by Uber engineer Scott Boehmke in 

also did not disclose Waymo’s Trade Secret No. 96 or render it readily ascertainable. 
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 This design fails to 

 
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WAYMO’S OFFER OF PROOF REGARDING DEFENDANTS’ TRADE SECRET MISAPPROPRIATION

 (Haslim Depo. Ex. 586.) 

 

 

 

 (UBER00060113) According to public news reports, “state of the art” was 

Mr. Levandowski’s code term instead of saying the words “Google” or “Waymo.”4

 

Uber’s 7.3.2017 Supplemental Log Pursuant to Orders on Motion for Preliminary Relief 

[ECF No. 426] and Special Master's Protocol [ECF No. 500] (“LIDAR Log”) is further evidence

that Mr. Levandowski 

Mr. Levandowski 

The documentary evidence further shows that Anthony Levandowski 

 

4

 See https://www.theinformation.com/the-informations-leaders-and-laggards-in-self-drivingcars (last accessed Aug. 24, 2017). 
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(UBER00236495.)5 

In sum, 

 The 

evidence to be presented by Waymo at trial in this case through its expert witness Lambertus 

Hesselink and Uber’s witnesses (including at least Scott Boehmke, Daniel Gruver, James Haslim, 

Gaetan Pennecot) will show that the resulting Uber’s Fuji PCB design is strikingly similar to Waymo’s 

Trade Secret No. 96, as depicted below: 

 

5

 Though clearly within the scope of the Court’s Paragraph 5 accounting (Dkt. 426), 

Defendants did not disclose this conversation on their LIDAR log. 


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 This is a completely distinct design from 

 Just as with 

the Court’s analysis for Trade Secret No. 2 in its provisional relief order, “that Fuji — and, at least on 

this record, no other LiDAR — copies such specific GBr3 specifications is striking evidence 

suggesting that at least some information from Waymo’s files has already found its way into Uber’s 

LiDAR designs.” Dkt. 426 at 15. The same is true for Trade Secret No. 96. 

The evidence (including at least testimony from Waymo witnesses Gary Brown, Kristinn 

Gudjonsson, and Pierre-Yves Droz) will further show that this trade secret is fully described within the 

14,000 files improperly downloaded by Anthony Levandowski on December 11, 2015 (for example, 

 When asked about whether he used these files in designing the beam 

spacing in Fuji, Mr. Levandowski declined to answer and took the Fifth Amendment. 8/22/2017 

Levandowski Depo. at 103:19-104:3, 106:21-107:4, 119:17-120:2, 121:13-23, 128:1-10. 

I. Trade Secret No. 111 

As to Waymo’s Trade Secret No. 111 

 the evidence to be 

presented by Waymo at trial in this case through its expert witness Lambertus Hesselink and Uber’s 

witnesses (including at least James Haslim) will show that Uber improperly acquired from Anthony 

Levandowski trade secret information and used it to helped guide its LiDAR research and 

development efforts. For example, the evidence will show that Uber’s 

 (See

8/9/17 Haslim Dep. at 476:17-20 (“
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”), 482:14-483:6 (“

”).) 

***** 

Based on all the evidence of trade secret misappropriation Waymo intends to offer at trial 

outlined above, Waymo expects that Anthony Levandowski’s assertion of the Fifth Amendment 

should result in additional facts supportive of trade secret misappropriation being drawn as adverse 

inferences against Uber. (See Dkt. 818-4; Dkt. 834-4.) 

II. WAYMO’S OFFER OF PROOF AS TO OTTO TRUCKING

Waymo expects to present evidence that Otto Trucking is vicariously liable for the trade secret 

misappropriation of its Executive Chairman and Managing Member, Anthony Levandowski. See, 

e.g., Extreme Reach, Inc. v. SpotGenie Partners, LLC, No. CV1307563, 2013 WL 12081182, at *7 

(C.D. Cal. Nov. 22, 2013) (“SpotGenie may be liable for the Sales Managers’ misappropriation of 

trade secrets under the doctrine of respondent superior . . . . California and federal courts have 

allowed vicarious liability claims under the UTSA.”) (citing caselaw); Language Line Servs., Inc. 

v. Language Servs. Assocs., LLC, No. C 10-02605, 2010 WL 2764714, at *4 (N.D. Cal. July 13, 

2010) (imputing trade secret misappropriation from employees to employer); Competitive Techs. 

v. Fujitsu Ltd., 286 F. Supp. 2d 1118, 1147-48 (N.D. Cal. 2003) (“[T]he Court finds that Fujitsu 

has, nonetheless, stated a claim for misappropriation of trade secrets as to UI by alleging that 

Competitive was ‘acting with and for UI.’ In particular, this allegation may be reasonably 

construed as an allegation that UI ratified or approved Competitive’s conduct.”). 

Moreover, Waymo expects to present evidence to support the doctrine of “ratification,” 

Fujitsu, 286 F. Supp. 2d at 1148. In particular, despite Levandowski’s continued possession of 

Waymo’s trade secrets, Otto Trucking refuses to take any remedial actions against him. This 

alone shows Otto Trucking’s ratification of Levandowski’s misappropriation, thereby subjecting 

Otto Trucking to liability. Cal. Civ. Code § 2310 (“A ratification can be made . . . by accepting or 

retaining the benefit of the act, with notice thereof.”); Contemporary Servs. Corp. v. Landmark 
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Event Staffing Servs., Inc., 677 Fed. App’x 314, 315 (9th Cir. 2017) (“CSC raised a triable issue as 

to whether Landmark unlawfully ratified employee Grant Haskell’s misappropriation of CSC trade 

secrets when Landmark failed to cease the use of CSC documents, disavow Haskell’s conduct, or 

terminate Haskell's employment after Landmark ‘had reason to know’ of Haskell's 

misappropriation.”); Ajaxo Inc. v. E*Trade Grp., Inc., 135 Cal. App. 4th 21, 67-68 (2005).

With respect to Anthony Levandowski’s misappropriation through acquisition, use, or 

disclosure of Waymo’s asserted trade secrets (for which Otto Trucking is liable under vicarious 

liability or under the doctrine of ratification as discussed above), the evidence to be presented by 

Waymo at trial in this case through its witnesses (including at least Gary Brown and Kristinn 

Gudjonsson) will show that Anthony Levandowski improperly downloaded over 14,000 files from 

Waymo’s SVN repository and additional documents from Waymo’s Google Drive servers.

Waymo further expects to present evidence that Otto Trucking’s misappropriation of trade 

secrets is ongoing. In particular, in his capacity as an Otto Trucking executive, Mr. Levandowski 

effectively increases Otto Trucking’s value. (See Dkt. 515-13 at -7487.)

Finally, based on all the evidence of trade secret misappropriation Waymo intends to offer at 

trial outlined above, Waymo expects that Anthony Levandowski’s assertion of the Fifth Amendment 

should result in additional facts supportive of trade secret misappropriation being drawn as adverse 

inferences against Otto Trucking. (See Dkt. 818-4; Dkt. 834-4.)

DATED: August 24, 2017 QUINN EMANUEL URQUHART & SULLIVAN, LLP

By /s/ Charles K. Verhoeven

Charles K. Verhoeven

Attorneys for WAYMO LLC