Aurora Innovation, Inc 10-Q for FY2023 Q2

Aurora Innovation, Inc. (AUR)

10-Q 2023-08-03 For: 2023-06-30

Added on April 08, 2026

About this 10-Q

Aurora Innovation, Inc filed this 10-Q on August 3, 2023, covering the quarter ended June 30, 2023 (FY2023 Q2).

Headline figures

Quarter ended June 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $0; compared with $21M a year earlier
Net loss: $218M; compared with a net loss of $1.15B a year earlier
Diluted EPS: -$0.18; compared with -$1.02 a year earlier

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Delaware						98-1562265
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1654 Smallman St., Pittsburgh, Pennsylvania						15222
(Address of Principal Executive Offices)						(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.00001 per share	AUR	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	AUROW	The Nasdaq Stock Market LLC


		Page
Part I - Financial Information
Item 1.	Financial Statements	1
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4.	Controls and Procedures	20

Part II - Other Information
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	53
Item 3.	Defaults Upon Senior Securities	53
Item 4.	Mine Safety Disclosures	53
Item 5.	Other Information	53
Item 6.	Exhibits	54
Signatures		55


	June 30, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	165	$	262
Short-term investments	620		839
Other current assets	11		17
Total current assets	796		1,118
Property and equipment, net	91		91
Operating lease right-of-use assets	136		138
Acquisition related intangible assets	618		618

Other assets	38		36
Total assets	$	1,679	$	2,001
Liabilities and Stockholders’ Equity
Current liabilities:
Operating lease liabilities, current	$	15	$	13
Other current liabilities	70		70
Total current liabilities	85		83
Operating lease liabilities, long-term	119		123
Derivative liabilities	16		4
Other liabilities	9		7
Total liabilities	229		217
Commitments and contingencies
Stockholders’ equity:
Common stock - $0.00001 par value, 51,000 shares authorized, 1,184 and 1,166 shares issued and outstanding, respectively	—		—
Additional paid-in capital	4,679		4,600
Accumulated other comprehensive loss	(1)		(2)
Accumulated deficit	(3,228)		(2,814)
Total stockholders’ equity	1,450		1,784
Total liabilities and stockholders’ equity	$	1,679	$	2,001


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Collaboration revenue	$	—	$	21	$	—	$	63
Operating expenses:
Research and development	187		184		364		338
Selling, general and administrative	30		34		61		65
Goodwill impairment	—		1,000		—		1,000
Total operating expenses	217		1,218		425		1,403
Loss from operations	(217)		(1,197)		(425)		(1,340)
Other income (expense):
Change in fair value of derivative liabilities	(10)		40		(12)		106
Other income, net	9		3		23		3
Loss before income taxes	(218)		(1,154)		(414)		(1,231)
Income tax expense	—		—		—		—
Net loss	$	(218)	$	(1,154)	$	(414)	$	(1,231)

Basic and diluted net loss per share	$	(0.18)	$	(1.02)	$	(0.35)	$	(1.09)
Basic and diluted weighted-average shares outstanding	1,179		1,131		1,175		1,129


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Common stock		Additional paid-in capital			Accumulated other comprehensive loss		Accumulated deficit		Total stockholders’ equity
		Shares			Amount
Balance as of March 31, 2022		1,128	$	—		$	4,464	$	(1)	$	(1,168)	$	3,295
Equity issued under incentive compensation plans		19	—			5		—		—		5
Stock-based compensation		—	—			47		—		—		47
Comprehensive loss		—	—			—		(3)		(1,154)		(1,157)
Balance as of June 30, 2022		1,147	$	—		$	4,516	$	(4)	$	(2,322)	$	2,190

Balance as of March 31, 2023		1,175	$	—		$	4,640	$	(1)	$	(3,010)	$	1,629
Equity issued under incentive compensation plans		9	—			(4)		—		—		(4)
Stock-based compensation		—	—			43		—		—		43
Comprehensive loss		—	—			—		—		(218)		(218)
Balance as of June 30, 2023		1,184	$	—		$	4,679	$	(1)	$	(3,228)	$	1,450


	As of
	June 30, 2023		December 31, 2022
Cash and cash equivalents	$	165	$	262
Restricted cash, long-term (a)	17		15
Total cash, cash equivalents and restricted cash	$	182	$	277


		As of
	Fair value level	June 30, 2023		December 31, 2022
Cash and cash equivalents:
Bank deposits	Level 1	$	1	$	1
Money market funds	Level 1	69		204
U.S. Treasury securities	Level 2	95		57
Total cash and cash equivalents		$	165	$	262
Short-term investments:
U.S. Treasury securities	Level 2	$	620	$	839
Total short-term investments		$	620	$	839


	As of June 30, 2023
	Amortized cost		Unrealized losses		Fair value
U.S. Treasury securities	$	621	$	(1)	$	620


	As of December 31, 2022
	Amortized cost		Unrealized losses		Fair value
U.S. Treasury securities	$	841	$	(2)	$	839


	Number of shares	Weighted- average grant date fair value
Unvested at December 31, 2022	103	$	3.70
Granted	48	1.43
Vested	(19)	3.74
Forfeited	(9)	3.29
Unvested at June 30, 2023	123	$	2.85


	Six Months Ended June 30, 2023

Stock options granted (in millions)	46
Weighted average grant date fair value	$	0.79
Weighted average grant date fair value assumptions:
Expected term	5.8 years
Risk-free interest rates	4.3		%

Expected volatility	55.0		%


	Number of shares	Weighted average exercise price		Weighted average remaining contractual term (in years)	Aggregate intrinsic value
Outstanding at December 31, 2022	63	$	1.76
Granted	46	1.44
Exercised	(3)	0.58
Forfeited	(3)	2.29
Expired	(2)	2.79
Outstanding at June 30, 2023	101	$	1.62	7.8	$	127
Exercisable at June 30, 2023	46	$	1.47	6.0	$	67


	As of
	June 30, 2023		December 31, 2022
Land	$	14	$	14
Buildings and Leasehold improvements	75		70
Equipment	24		24
Vehicles	11		7
Other	15		15
	139		130
Less accumulated depreciation and amortization	(48)		(39)
Total property and equipment, net	$	91	$	91


	As of
	June 30, 2023	June 30, 2022

RSUs	123	96
Stock options	102	64

Public warrants	12	12
Private placement warrants	9	9
Earnout shares liability	5	5
Total	251	186


1.	Scope of Relationship	3
2.	Product Development	5
3.	Production of [HW Gen] AD Kits	8
4.	Milestones	17
5.	Price Per Mile Payments	17
6.	OEM Supply	17
7.	Hardware Services	20
8.	Product Quality and Manufacturing Processes	20
9.	Bailed Property; Software; and Security Procedures	26
10.	Tooling	29
11.	Exclusivity and Right of First Negotiation	31
12.	Intellectual Property Rights	39
13.	Relationship Management; Audits	44
14.	Payment Terms; Records; Taxes	46
15.	Regulatory Compliance	47
16.	Products Liability; Limited Warranty; Indemnity; Limitation of Liability; Insurance	50
17.	Marketing and Communications; Incident Response	55
18.	Exchange of Information; Information Security	56
19.	Representations and Warranties	59
20.	Term, Termination and Assurance of Supply	61
21.	Dispute Resolution; Arbitration	68
22.	Miscellaneous	70


APPENDIX			DESCRIPTION
Appendix A			Definitions
Appendix B			Generic RASIs
Appendix C			Development Plans*
Appendix D			Authorized Vendor List [BLANK]
Appendix E			Directed Suppliers [BLANK]
Appendix F			Milestones
Appendix G			Development Costs*
Appendix H			AD Kit Costs*
Appendix I			Economic Framework and Price Per Mile Calculation
Appendix J			Hardware Services
Appendix K			Relationship Management
Appendix L			Key Personnel
Appendix M			Products Liability and Cybersecurity Liability Matters
Appendix N			Insurance Requirements*
Appendix O			Security Procedures*
Appendix P			Continental Disaster Recovery and Business Continuity Plans*
Appendix Q			OEM Supply*
Appendix R			Forecasting; Ordering; Delivery and Liquidated Damages
Appendix S			Joint Communications Plan [BLANK]
Appendix T			[HW Kit 0.9] Development Plan*
Appendix U			[HW Kit 1.1] Development Plan [BLANK]
Appendix V			Long Lead 1.1 Investment Guidelines [BLANK]
Appendix W			Third Party Software Addendum [BLANK]
Appendix X			Codes of Conduct
Appendix Y			Software Update Process [BLANK]
Appendix Z			Continental Chinese Entities


	Three Months Ended June 30,				$ Change		% Change
	2023		2022
(in millions, except for percentages)
Collaboration revenue	$	—	$	21	$	(21)	n/m(1)
Operating expenses:
Research and development	187		184		3		2	%
Selling, general and administrative	30		34		(4)		(12)	%
Goodwill impairment	—		1,000		(1,000)		n/m(1)
Total operating expenses	217		1,218		(1,001)		(82)	%
Loss from operations	(217)		(1,197)		980		(82)	%
Other income (expense):
Change in fair value of derivative liabilities	(10)		40		(50)		(125)	%
Other income, net	9		3		6		n/m(1)
Loss before income taxes	(218)		(1,154)		936		(81)	%
Income tax expense	—		—		—		n/m(1)
Net loss	$	(218)	$	(1,154)	$	936	(81)	%


Exhibit Number						Description

10.1†*						Strategic Partnership Agreement dated April 26, 2023 between Aurora Innovation, Inc. and Aurora Operations, Inc. and Continental Automotive Technologies GmbH and Continental Autonomous Mobility GmbH

10.2*						Employment Letter between the Registrant and David Maday, dated June 5, 2023

31.1*						Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*						Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**						Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**						Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*						XBRL Instance Document

101.SCH*						XBRL Taxonomy Extension Schema Document

101.CAL*						XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*						XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*						XBRL Taxonomy Extension Label Linkbase Document

101.PRE*						XBRL Taxonomy Extension Presentation Linkbase Document

104*						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


AURORA INNOVATION, INC.			AURORA OPERATIONS, INC.
By: /s/ Chris Urmson			By: /s/ Chris Urmson
Name: Chris Urmson			Name: Chris Urmson
Title: CEO			Title: CEO
Date: 4/26/2023			Date: 4/26/2023


CONTINENTAL AUTOMOTIVE TECHNOLOGIES GMBH			CONTINENTAL AUTONOMOUS MOBILITY GMBH
By: /s/ Andreas Listl			By: /s/ Frank Petznick
Name: Andreas Listl			Name: Frank Petznick
Title: Managing Director			Title: Managing Director CAM GmbH
Date: 4/26/2023			Date: 4/26/2023

By: /s/ Nicole Werner			By: /s/ Marcel Geisler
Name: Nicole Werner			Name: Marcel Geisler
Title: Managing Director			Title: Managing Director ADC GmbH
Date: 4/26/2023			Date: 4/26/2023


“A Level Component”			[***]
“Acquiror”			is defined in the definition of Change of Control.
“ADAS ROFN Period”			is defined in Section 11.9.
[***]			[***]
“ADAS System”			means any technology or system (including all related hardware, software and other components) that enables a Vehicle to achieve SAE Level 1 through SAE Level 3, or that is designed or engineered to enable a Vehicle to achieve SAE Level 1 through SAE Level 3, but that is not a SAE Level 4 System.
[***]			[***]
[***]			[***]
“Addition”			is defined in Section 9.6.
“Affiliate”			Affiliate of a Person means: (i) in the case of Aurora, [*]; and (ii) in the case of Continental, [] [**] If after the Effective Date a Person ceases to satisfy this definition with respect to a Party, it will cease to be treated as an Affiliate under this Agreement and will not have any obligations or rights under this Agreement, except that such Person will continue to be treated as an Aurora Indemnified Party or Continental Indemnified Party, as applicable. If after the Effective Date a Person satisfies this definition with respect to a Party it will be treated as an Affiliate in all respects for as long as it satisfies this definition.
“Agreement”			means the Main Agreement Terms, the Appendices, and the other written exhibits or attachments executed by the Parties under this Agreement.
“Applicable Law”			means the laws of any Authority having jurisdiction over the applicable matters, including the laws and regulations of each applicable country and any political subdivision thereof.
“Apportionment Proceeding”			is defined in Appendix M.
“[HW Gen] 1.0 Extension”			is defined in Section 20.3.2.
“[HW Gen] AD Kit”			means the combination of all Integrated Modules, made up of [HW Gen] Components, to implement a Covered [HW Gen] of the Aurora Driver on a Vehicle.
“[HW Gen] AD Kit Costs”			is defined in Section 3.6.


“[HW Gen] Component” or “[HW Gen] AD Kit Component”			is defined in Section 2.1. Where applicable, a reference to [HW Gen] Components may include one or more distinct [HW Gen] Components or the applicable Integrated Module or [HW Gen] AD Kit as a whole.
“[HW Kit 0.9]”			means a subset of the Aurora Driver hardware kit that precedes [HW Kit 1.0] and is concurrent with Aurora’s [Prev Gen HW] Vehicle program. The Parties will mutually agree on which [HW Gen] Components or Integrated Modules for [HW Kit 1.0] can be made available to source during the [Prev Gen HW] generation, and such [HW Gen] Components or Integrated Modules shall be deemed the “[HW Kit 0.9]”. The final definition of this generation of Aurora Driver hardware kit will be in Appendix T: [HW Gen 0.9] Development Plan with the scope of work defined by additional component development plans in Appendix T which will supersede this definition once executed.
“[HW Kit 0.9] Development Plan”			is defined in Section 20.2.
“[HW Gen] Component Development Plans”			means Appendices C-02 through C-19
“[HW Kit 1.0]”			means the set of components, deliverables, and requirements for the Aurora Driver hardware kit generation defined in Appendix C-01, with additional [HW Gen] Component Development Plans contained in [HW Kit 1.0] defined in Appendices C-02 to C-19. These development plans shall be finalized by the C01-M1 Continental Milestone with subsequent changes managed in accordance with this Agreement. The timing for this Aurora Driver hardware kit generation is defined in Appendix F in Continental Milestones C01-M2 to C01-M9 and the production life of the Vehicle generation spans through [***].


“[HW Kit 1.1]”			means the Aurora Driver hardware kit generation that immediately succeeds [HW Kit 1.0] that constitutes a major update (ie., not minor bug fixes, individual [HW Gen] Component replacements, etc.) from [HW Kit 1.0]. Such major update is intended to achieve a material improvement (cost, performance, reliability, and/or other factors) from [HW Kit 1.0] to improve the business case of the Aurora Driver. Potential targeted improvements include reducing the total cost of ownership, enabling ODD expansions, reducing operational and service costs and time required, and addressing any issues found in the field in [HW Kit 1.0]. The business case improvements enabled by all new [HW Kit 1.1] AD Kit Components should enable Aurora and Continental to remain competitive in the marketplace and continue expanding the Aurora Offerings. Aurora and Continental will jointly determine the scope of this program, considering the overall commercial benefits in relation to the required investment for change, in the [HW Kit 1.1] Development Plan. At signing, the reference timing for this generation of the Aurora Driver hardware kit, also called [*], is provided in Appendix C-01 in milestones [*]. The final definition of this generation of Aurora Driver hardware kit will be in Appendix U-01: [HW Kit 1.1] Development Plan with the scope of work defined by additional component development plans in Appendix U, which will supersede this definition upon execution of the [HW Kit 1.1] Development Plan.
“[HW Kit 1.1] Definition Deadline”			is defined in Section 20.3.3.
“[HW Kit 1.1] Development Plan”			is defined in Section 20.3.1.
“Authority”			means any statutory, governmental, public, or quasi-public authority at any level (including central, state, local government or municipal) of the applicable jurisdiction.
“Aurora”			is defined in the preamble.
“Aurora Services”			means Aurora’s suite of tools, systems, and operational support that integrates an Aurora Offering into a customer’s business
“Aurora Defended Claim”			is defined in Section 16.3.1.
[***]			[***]


“Aurora Driver”			means the software, data services, and hardware, including the sensors, computer, and the network connections, and components required for their support, mounting or integration, used by Aurora to enable autonomous functionality.
“Aurora Offerings”			means Aurora’s subscription offering for driving tasks, including access to the Aurora Driver and Aurora Services, including Aurora’s Aurora Horizon and Aurora Connect offerings.
“Aurora Horizon”			means Aurora’s subscription offering for driving tasks within supported trucking applications, including access to the Aurora Driver and Aurora Services.
“Aurora Connect”			means Aurora’s subscription offering for driving tasks within supported passenger car applications, including access to the Aurora Driver and Aurora Services.
[***]			[***]
“Aurora Indemnified Parties”			means Aurora Innovation, Inc. and its Affiliates and their respective partners, shareholders, members, officers, directors, employees, agents, and Customers.
“Aurora Key Personnel”			is defined in Section 13.2.2.
“Aurora Lidar”			is defined in the definition of [***].
“Aurora Milestones”			is defined in Section 4.2.
“Aurora Responsibilities”			is defined in Appendix M.
[***]			[***]
“Aurora Services”			means the suite of tools, systems, and operational support that integrates Aurora Horizon or Aurora Connect into a Customer’s business.
“Aurora Software”			is defined in Section 9.3.
“AVL”			means the approved vendor list, which will include manufacturer, part number, and distributor.
“B Level Component”			[***]
“Background Technology”			means, with respect to a Party, all Technology authored, invented or developed by that Party prior to or independent of this Agreement.
“Bailed Property”			is defined in Section 9.1.
“Bespoke [HW Gen] Component”			[***]
“Buffer Period”			is defined in Appendix F.
“Business Day”			means a day other than a Saturday, Sunday, bank holiday, or a public holiday in the United States of America.
“Business Review Process”			defined in Appendix K.
“C Level Component”			[***]


“Change of Control”			means any transaction, or series of transactions, in which: (a) a Person or group of Persons (“Acquiror”) that immediately prior to such transaction or series of transactions did not Control a Party subsequently obtains Control of such Party by any means, including by operation of law, stock purchase or sale, merger, or other form of corporate transaction, but expressly excluding: (i) any Control obtained by an Acquiror that was an Affiliate of such Party immediately prior to such transaction or series of transactions; and (ii) an initial public offering or similar event; or (b) all or substantially all of the assets of a Party are sold or transferred (whether directly or indirectly, including by exclusive license) to any Acquiror, but expressly excluding any Acquiror that was an Affiliate of such Party immediately prior to such transaction or series of transactions.
“Claim”			means any third party action, suit, arbitration, claim, threat of claim, notice of intent to file claim, or notice that a Person is contemplating the filing of a claim and the like.
“CoC”			is defined in Section 22.4.
“Commercially Reasonable Efforts” or “commercially reasonable efforts”			means diligently, promptly and in good faith taking all actions which are reasonable, necessary and appropriate to accomplish the objective (given the totality of the circumstances) requiring the use of commercially reasonable efforts, but shall not include any obligation (a) to make any payment, incur any costs, commit available resources, or forego the receipt of any payment, which in any case is unreasonable in amount in light of the required objective, (b) to initiate any lawsuit or other proceeding to achieve the required objective, or (c) to take any action which is unlawful.
“Computer System”			is defined in Appendix M.
“Confidential Information”			is defined in Section 18.2.
“Continental”			is defined in the preamble.
[***]			[***]
[***]			[***]
“Continental Defended Claim”			is defined in Section 16.4.1.
[***]			[***]
[***]			[***]
“Continental Indemnified Parties”			means Continental AG and its Affiliates and their respective partners, shareholders, members, officers, directors, employees, and agents.
“Continental Key Personnel”			is defined in Section 13.2.1.
“Continental Milestones”			is defined in Section 4.1.


[***]			[***]
“Continental Responsibilities”			is defined in Appendix M.
[***]			[***]
“Continental Software”			is defined in Section 9.4.
“Control”			means (a) the direct or indirect ownership or control of greater than fifty percent (50%) of the voting stock or other voting ownership interest of a party, or (b) the sole power to elect, appoint, or cause the election or appointment of, directly or indirectly, at least a majority of the members of the board of directors (or such other governing body that exercises a similar level of control) of a Party.
“Copyleft Materials”			is defined in Section 2.5.
“Covered [HW Gen]s”			is defined in Section 20.2.
“Covered Matter”			is defined in Appendix M.
“Crisis Management Process”			is defined in Section 17.3.
“Critical Company”			is defined in Sections 11.13.3(a) and 11.13.3(b), as applicable.
“Customer”			means any: (a) customer or potential customer (including an OEM) for the supply of [HW Gen] AD Kits; (b) customer or potential customer for the supply of Vehicles with an [HW Gen] AD Kit installed; or (c) end user of a Vehicle with an [HW Gen] AD Kit installed.
“Customer Identification”			is defined in Section 8.11.2.
“Cybersecurity Liability Matters”			is defined in Appendix M.
“Deliverables”			is defined in Section 2.3.
“Delivery Date”			is defined in Section 6.6.5.
“Developed Technology”			means the Aurora Developed Technology, the Continental Developed Technology, and the Jointly Developed Technology.
“Development Costs”			is defined in Section 2.7.
“Development Plan(s)”			is defined in Section 2.1.
“Development Services”			is defined in Section 2.2.
“Directed Buy Component”			means an [HW Gen] Component subject to a RASI F (i.e., RASI in Appendix B-6) pursuant to the applicable Development Plan.
“Directed Suppliers”			is defined in Section 3.2.1.
“Disclosing Party”			is defined in Section 18.2.
“Dispute Resolution Process”			is defined in Section 21.1.
“Disputed Matter”			is defined in Section 21.1.1.
“Effective Date”			is defined in the preamble.
“ECO”			is defined in Section 3.5.2.
“Epidemic Failure”			is defined in Section 8.13.1.


[***]			[***]
“Export Controls Laws”			is defined in Section 19.1.7.
“Feedback”			is defined in Section 12.6.
“Final Repudiation Award Amount”			is defined in Section 16.6.4(b).
“Firmware”			means software, in source code or object code format, installed on and intended for use on a hardware component for the purpose of allowing the intended function of such hardware component.
“FMVSS”			means Federal Motor Vehicle Safety Standards, as defined in 49 U.S.C. § 30102.
“Force Majeure Event”			[***]
[***]			[***]
“Generally Accepted Industry Standard(s)”			is defined in Section 2.3.
“Government Officials”			is defined in Section 22.2.
“Hardware Services”			is defined in Section 3.1.
“Incident”			is defined in Section 17.3.
“Incoterms”			means the terms defined in the 2020 edition of the Incoterms published by the International Chamber of Commerce, publication number 715S. If the terms of this Agreement are inconsistent with or in conflict with the provisions of the Incoterms, then the terms of this Agreement will prevail.
“Integrated Module”			means an [HW Gen] Component or grouping of [HW Gen] Components that represents a stand-alone module that has set and controlled interfaces directly with the OEM Vehicle platforms, which will be developed, validated, PPAP’d, manufactured, tested/calibrated on the manufacturing line, flashed with the correct software image, delivered to OEM plants, and maintained as service stock at distributed service locations as set forth in this Agreement.
“Intellectual Property Rights”			means all patent rights, registrations, and application, copyright rights, registrations, and applications, mask works, rights in trade secrets, database rights, moral rights, and any other intellectual property rights (registered or unregistered) throughout the world, as may exist now and/or hereafter come into existence, excluding trademarks.
[***]			[***]
[***]			[***]
“IP Steering Committee”			is defined in Section 12.1.
“Joint Marketing Committee”			is defined in Section 17.1.


“Jointly Developed Technology”			means any Technology that is authored, invented or developed jointly by Personnel or agents of both Parties in the course of and in connection with their performance under this Agreement. Whether Technology is solely or jointly (a) invented will be determined by the rules for inventorship under U.S. patent laws; and (b) authored will be determined by the rules for authorship under U.S. copyright laws.
“Jointly Owned Technology”			is defined in Section 12.3.3.
“L4 Entity”			[***]
“L4 ROFN Period”			is defined in Section 11.6.
[***]			[***]
[***]			[***]
[***]			[***]
“Listings”			is defined in Section 8.12.
“Liquidated Damages Amount”			is defined in Section 6.6.3.
“Long Lead 1.1 Investments”			is defined in Section 20.3.4(a).
“Long Lead 1.1 Investments Guidelines”			is defined in Section 20.3.4(a).
“Losses”			means all damages, settlements and fines, and all related costs, expenses, and other charges incurred as a result of a Claim (including reasonable attorneys’ fees incurred prior to the indemnifying party assuming the defense of and responsibility for the Claim).
“Main Agreement Terms”			means Sections 1 through 22 of the Strategic Partnership Agreement.
“Milestones”			means Continental Milestones and Aurora Milestones.
“Materials List”			is defined in Section 3.4.
“MOQ”			is defined in Section 3.4.
[***]			[***]
[***]			[***]
“Non Continuance of [HW Kit 1.1]”			is defined in Section 20.3.3.
“OEM”			means a Person that designs, engineers and manufactures Vehicles.
“OEM Supply Agreement”			is defined in Section 6.1.
“OFAC”			means the Office of Foreign Assets Control of the US Department of the Treasury.
“Open Source”			is defined in Section 2.5.
“Order”			is defined in Section 6.6.5.
“Party” or “Parties”			is defined in the preamble.


“Perception”			means Software that detects and classifies objects on the road, while also estimating their speed, heading, and acceleration over time, including through the fusion of data from sensors.
[***]			[***]
“Person”			means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.
“Personnel”			means all employees and Supplemental Workers of a Party (or its Affiliates) in performance of that Party’s obligations under this Agreement.
“PPAP”			is defined in Section 8.14.
[***]			is defined in 22.11.
“Production Services”			is defined in Section 3.1.
“Products Liability Matter”			is defined in Appendix M.
“Product Warranties”			is defined in Section 3.7.
[***]			[***]
“QBR”			means quarterly business review.
“Quality Standards”			is defined in Section 8.3.
“Recall”			is defined in Section 8.15.1.
“Receiving Party”			is defined in Section 18.2.
“Regulatory Change”			is defined in Section 3.5.3.
“Reimbursement Authorization”			is defined in Section 10.2.
“Requesting Party”			is defined in Section 21.1.1.
“Responding Party”			is defined in Section 21.1.1.
“Restricted Technology”			is defined in Section 15.3.3.
“Rules”			is defined in Section 21.2.
“SAE Level 1”			means Level 1 autonomous Vehicle functionality as defined by SAE International.
“SAE Level 2”			means Level 2 autonomous Vehicle functionality as defined by SAE International.
“SAE Level 3”			means Level 3 autonomous Vehicle functionality as defined by SAE International.
“SAE Level 4”			means Level 4 autonomous Vehicle functionality as defined by SAE International.
“SAE Level 4 System”			means any technology or system (including all related hardware, software and other components) that enables a Vehicle to achieve SAE Level 4 or SAE Level 5 or that is designed or engineered to enable a Vehicle to achieve SAE Level 4 or SAE Level 5.
“SAE Level 5”			means Level 5 autonomous Vehicle functionality as defined by SAE International.


“Sanctioned Person”			is defined in Section 19.1.7.
“Sanctions”			is defined in Section 19.1.7.
“Scrap”			is defined in Section 3.12.
“Securities Disclosure”			is defined in Section 18.4.2.
“Service Parts”			is defined in Section 3.11.
“Services”			means Development Services, Hardware Services, Support Services and Production Services.
“Significant Change”			is defined in Section 3.3.
“Software”			means computer software source code and executable code, including Firmware.
“SOP”			means start of production (commercial volumes not samples) of the applicable Aurora AD Kit generation in accordance with this Agreement, as defined in Appendix F, unless amended by the Parties in accordance with this Agreement.
“Specifications”			means the specifications in the Development Plans, which will include all [HW Gen] Component specifications and the production environment, testing, packaging, AVL, and delivery requirements, and any Continental specifications approved by Aurora, all as they may be modified from time to time in accordance with this Agreement.
“SQM”			means Aurora’s Supplier Quality Manual.
“Standard RASIs”			is defined in Section 2.1.
“Steering Committee”			is defined in Appendix K.
“Subcomponent Set”			means an aggregated list of subcomponents describing a functional group. Such subcomponents can be A, B or C Level Components.
“Supplemental Workers”			means a person who is employed by a third party that is engaged by a Party (or its Affiliates) to perform services for such Party (or its Affiliates).
“Supplier”			means a supplier or contractor engaged by a Party (or its Affiliates) to perform a Party’s obligations under this Agreement, including the supply of Tooling, materials, and components for the [HW Gen] Components. To clarify, Continental’s Suppliers include the suppliers and contractors set forth in the AVL.
“Supplier Claim”			means a Claim brought by a Supplier against any Person.
“Support Services”			is defined in Appendix J.
“Support Term”			is defined in Section 3.11.
“Technical Data”			is defined in Section 8.5.
“Technical Information”			is defined in Section 8.5.


“Technology”			means the following: (a) works of authorship including notes and records, documentation and computer programs, whether in source code or executable code form; (b) inventions (whether or not patentable), discoveries and improvements; (c) proprietary and confidential information and know how; (d) databases, data compilations and collections and technical data; (e) algorithms, methods and processes; and (f) devices, prototypes, designs and schematics. General business information that is non-technical will not be deemed Technology for the purposes of this Agreement.
“Term”			is defined in Section 20.1.
“Third Party Materials”			is defined in Section 2.4.1.
“Tooling”			means the jigs, dies, gauges and other tools that are necessary for the manufacture and assembly of the [HW Gen] Components, and all related documentation.
“Transferable Tooling”			is defined in Section 10.5.
“Transition Assistance”			is defined in Section 20.7.1.
“Trigger Event”			[***]
“Utilize”			includes: (a) the right to make, have made, use, offer for sale, sell, and import, products and services; and (b) the right to copy, distribute, and make derivative works of, products and services; in each case subject to the terms of Section 12.
“Vehicle”			means a motor vehicle.
[***]			[***]
“Warranty Period”			[***]
“Warranty Start Date”			is defined in the definition of Warranty Period.


Number of RSUs	Vesting Commencement Date	Vesting Description*
125,000	May 20, 2023	Fifty percent (50%) of the Restricted Stock Units vest on each Quarterly Vesting Date following the Vesting Commencement Date, subject to your continued status as a service provider through each such date and rounding down to the nearest whole share.
500,000	November 20, 2023	Twelve and one-half percent (12.5%) of the Restricted Stock Units vest on each Quarterly Vesting Date following the Vesting Commencement Date, subject to your continued status as a service provider through each such date and rounding down to the nearest whole share.
125,000	November 20, 2025	Twenty-five percent (25%) of the Restricted Stock Units vest on each Quarterly Vesting Date following the Vesting Commencement Date, subject to your continued status as a service provider through each such date and rounding down to the nearest whole share.


Number of Options	Vesting Commencement Date	Vesting Description
125,000	May 20, 2023	One seventh (1/7) of the shares subject to the Option Award vest each month following the Vesting Commencement Date on the same day of the month as the Vesting Commencement Date, subject to your continued status as a service provider through each such date.
500,000	December 20, 2023	One twenty-fourth (1/24) of the shares subject to the Option Award vest each month following the Vesting Commencement Date on the same day of the month as the Vesting Commencement Date, subject to your continued status as a service provider through each such date.
125,000	December 20, 2025	One twelfth (1/12) of the shares subject to the Option Award vest each month following the Vesting Commencement Date on the same day of the month as the Vesting Commencement Date, subject to your continued status as a service provider through each such date.


Date:	August 2, 2023	By:	/s/ Chris Urmson
		Name:	Chris Urmson
		Title:	Chairman and Chief Executive Officer (Principal Executive Officer)


Date:	August 2, 2023	By:	/s/ David Maday
		Name:	David Maday
		Title:	Chief Financial Officer (Principal Financial Officer)