O’Melveny & Myers LLP T: +1 213 430 6000 File Number:

400 South Hope Street F: +1 213 430 6407

18ᵗʰ Floor omm.com
Los Angeles, CA 90071-2899

Apalla U. Chopra
August 14, 2020 D: +1 213 430 6082
achopra@omm.com
Dr. Mark Doubrava
Chair, Board of Regents
Nevada System of Higher Education
4300 S. Maryland Pkwy.
Las Vegas, NV 89119

Re: Engagement Letter Agreement – Disinterested Members of the Board of Regents;

Regent/Staff Dispute

Dear Mark:

We are pleased that you have asked us to provide legal advice and counsel to you in your capacity
as Chair of the Board of Regents for the Nevada System of Higher Education (hereinafter the
“Regents”) and to the Regents in connection with a dispute that has arisen ATTORNEY-CLIENT
PRIVILEGED OR
PERSONNEL

LEGAL REPRESENTATION
We have been engaged to provide legal advice and counsel to the Regents in anticipation of
possible litigation in connection with a dispute that has arisen ATTORNEY-CLIENT PRIVILEGED
OR PERSONNEL

(the “Subject Matter”). If the Regents

determine that one or more Regents have a personal or pecuniary interest in the Subject Matter
that would prevent such Regents from exercising objective judgment with regard to the Subject
Matter, then you agree our representation will be limited to the disinterested Regents, to the extent
consistent with applicable law.

We provide only legal advice and counsel; our work is privileged and confidential and subject to
all applicable privileges and protections. Although there may be insurance available for claims or
assessments relating to the Subject Matter, we will not have responsibility to provide legal or other
advice—unless otherwise agreed in a signed writing—to investigate or evaluate whether
insurance is available for any matter covered by this engagement or to tender any matter covered
by this engagement to any insurer.

As stated and defined above, we will represent only the Regents in the Subject Matter. We
understand that the Board of Regents are a creation of the State of Nevada. Unless expressly
agreed in writing, we will not be representing any of the Regents’ related or affiliated or associated

Century City • Los Angeles • Newport Beach • New York • San Francisco • Silicon Valley • Washington, DC
Beijing • Brussels • Hong Kong • London • Seoul • Shanghai • Singapore • Tokyo
persons or entities (collectively, “Affiliates”), i.e., any parent, subsidiary, governmental body or
affiliated corporation or other entity, or any of the Regents or their officers, trustees, directors,
investors, agents, partners or employees (collectively, “Agents”), or any other instrumentality or
subdivision of the State of Nevada, in connection with the Subject Matter. Accordingly, we will
generally not be precluded from representing other existing or future clients in legal matters
relating to or adverse to the Regents’ Affiliates or any of its or their Agents.

RETAINER
We will not ask for a retainer or advance fee in connection with our engagement at this time, but
we reserve the right to do so as we determine appropriate.

FEE STRUCTURE
For this engagement, we are proposing a flat fee of $9500 for initial legal advice and counsel
related to the Subject Matter. That amount will be invoiced to the Regents at the end of August
2020 and will reflect the fixed fee amount along with a general description of the work. If the
Regents also authorize a privileged, independent investigation into the Dispute, we will submit for
approval a separate flat fee for an agreed-upon scope of work. If, when undertaking the
privileged, independent investigation work, we discover that the scope of the work is either too
narrow or broad, we will identify those issues for you and agree upon how to proceed, including,
if necessary, decreasing or increasing the flat fee (as appropriate).

OUT OF POCKET EXPENSES

In addition to our fees for services, our clients are responsible for all out-of-pocket costs that we
incur on their behalf. For example, charges for electronic discovery retrieval and data
management, court reporting services, reproduction services, expenses associated with travel,
long-distance telephone calls, postage and express mail, computerized research services, courier
services, telefax and other forms of communication, and any other out-of-pocket expenses are
billed to the client. While we may sometimes advance funds to cover out-of-pocket expenses
incurred on behalf of a client, we reserve the right to send third-party costs directly to the Regents
for payment to the person who provided the services. We will make reasonable efforts to include
the out-of-pocket disbursements that we make on our clients’ behalf in their next monthly
statement. Some disbursements, however, are not immediately available to us and, as a result,
may not appear until a later statement. The costs will be identified on your billing statement.

BILLING
The initial flat fee is addressed above. If the Regents authorize the privileged, independent
investigation, that separate flat fee amount will be divided across the anticipated timeframe during
which the work will be performed and will be invoiced (pro-rata) on a monthly basis. All statements
are due and payable within thirty days of their receipt. We reserve the right to withdraw from
representation in the matter if timely payment is not received.

CONFLICT WAIVERS
We represent many other clients. It is possible that during or after the time we represent the
Regents, other present or future clients will ask us to represent them in disputes or transactions
with or involving the Regents (which term in this section includes any Affiliates or Agents) as to

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legal matters substantially unrelated to our representation of the Regents. As an illustration, we
represent in a number of matters pertaining to public and private
ATTORNEY-CLIENT PRIVILEGED OR CONFIDENTIAL

claims arising out of the development, manufacture, advertising, sale and use of so-called opioid
pharmaceutical products, including various cases in which one or more instrumentalities or
subdivisions (including a variety of county and municipal government entities) of the State of
Nevada are plaintiffs (“Opioid Matters”). Our acceptance of the engagement of the Regents is
conditioned on our retaining our ability to represent in existing and future
ATTORNEY-CLIENT PRIVILEGED OR CONFIDENTIAL

Opioid Matters, including in litigation in which the Regents or its Affiliates or Agents may be,
directly or indirectly, an adverse party or a non-party holding an adverse interest.

As further illustrations, we may from time to time represent other clients such as: taxpayers or
assessees against or before Nevada taxing or assessment authorities and other governmental
entities; underwriters and providers of credit support (such as ATTORNEY-CLIENT PRIVILEGED OR CONFIDENTIAL
and various other banking and financial institutions) in financing
matters involving or related to securities or obligations of Nevada and other governmental entities,
possibly including the Regents; developers, owners, lessors, lessees, or other recipients of the
proceeds or benefits of financings by or on behalf of the government in their capacity as
borrowers, recipients or users of tax-exempt and other financings by or through Nevada and other
governmental entities; persons dealing with or responding to Nevada and other governmental
entities acting in a regulatory or law enforcement capacity as an administrator, regulator or
enforcer of environmental, securities, health care, safety, trade, antitrust and other laws; and
persons in claiming or seeking benefits of various governmental programs or protesting the
imposition of duties or restrictions or denial of benefits, or in seeking licenses, permits or variances
in various transactional matters or other matters in the conduct of their business or affairs. Finally,
we frequently encounter in the course of our handling intellectual property, entertainment, sports
and media work universities such as those operated by the Regents holding intellectual property
rights (patents and copyrights in particular) as to which other clients of ours have an interest that
is adverse to the interests of the Regents.

As a condition of our engagement for the Regents, we ask that they agree to specifically consent
to these other known or contemplated engagements and to waive any and all actual or prospective
conflicts they may present so long as they are not substantially related to the Subject Matter (the
“Unrelated Adverse Matters”).

You understand that one of the consequences of our representation in the proposed engagement,
and of other clients in the Opioid Matters or Unrelated Adverse Matters, is that confidential
information may come into our possession through our representation of other clients which might
be of material interest to the Regents but that we will be unable to share with the Regents, and
vice versa.

You are encouraged to consult other counsel regarding the subject of this letter, specifically
including the requested consents and waivers. Your signature on this letter, affixed after such
consultation as you deem appropriate, will evidence the Regents’ consent to our concurrent
representation of other clients in the Opioid Matters and further Unrelated Adverse Matters,
including clients with interests directly adverse to the Regents or its interests, and including in

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litigation, and the Regents waives any claim of conflict of interest arising from, as well as the right
to disqualify us from, such concurrent representations.

Please note that this consent does not include, so long as the Regents remain a client, the right
to represent other clients in asserting claims in litigation or similar adversarial proceedings against
the Regents in any Unrelated Adverse Matters.

Finally, the occasion might arise for us to consult regarding our engagement for the Regents with
our own counsel—our General Counsel or other firm lawyers working with our General Counsel
who do not perform work for the Regents on the Subject Matter, or with our own outside counsel—
at our expense, of course. To the extent that we would be addressing our own rights or
responsibilities, a conflict of interest might be deemed to exist between us and the Regents as to
such consultation or resulting communications, particularly if a dispute were to arise between us
and the Regents regarding the Subject Matter. A condition of this engagement is that, in such
circumstances, the Regents hereby consent to such consultation occurring, and waives any claim
of conflict of interest based on such consultation or resulting communications that could otherwise
disqualify us from continuing to represent the Regents or from acting in our own behalf, even if
doing so might be deemed adverse to the interests of the Regents. The Regents acknowledge
that such communications are protected by our own attorney-client privilege from disclosure to
the Regents.

COOPERATION OF CLIENT
You agree to cooperate fully with our firm in connection with our engagement, and you agree to
keep our firm advised of any change of address or telephone number (or similar change) that may
prevent us from contacting you or the Regents.

WITHDRAWAL OF ATTORNEY
This firm may withdraw from the representation with regard to the matter covered by this
engagement letter within a reasonable time after giving you notice of such intent to withdraw.
There is no reason to assume this would happen, but we do reserve the right to do so for any
reason, including situations where attorneys’ fees are not timely paid, where you have
misrepresented or failed to disclose facts material to your case, or where other matters come to
our attention that, in our judgment, affect or impair our ability to provide ongoing legal services.
Notwithstanding our withdrawal, you will remain obligated to pay us for all services provided, and
to reimburse us for all costs advanced, before the withdrawal.

DISCHARGE OF ATTORNEY
The Regents may discharge us at any time by written notice effective when received by us.
Unless specifically agreed between you and this firm, we will provide no further services and
advance no further costs on your behalf after receipt of the notice. If we are your attorneys of
record in any proceeding before a court, you agree to execute and return a “substitution of
attorney” form immediately on its receipt from us. Notwithstanding the discharge, you will remain
obligated to pay us at the agreed rates for all services provided and to reimburse us for all costs
advanced.

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 O'Melveny

FEE DISPUTES
We encourage our clients to contact the attorneys responsible for their matters if they have any
questions about our billing policies or procedures. lf fees are nol clear for any reason, you are
encouraged to inquire at any time for a clarification. lf wemutually determine that afee has been
improperly charged in a particular instance, we will, of course, correct the error. While we do not
charge fees unless we believe they are reasonable, we do want to hear from you if you ever
consider a fee unreasonable.

NO WARRANTY OF RESULTS
The firm cannot predict or guaranty lhe consequences of your matter. We will, however, endeavor
to render to you faithful and diligent legal services. We will provide you with our analysis of the
legal risks and the benefits of various options as they may arise. Ultimately, however, you will
need to make choices and assume the risks inherent in those actions.

DESTRUCTION OF FILE
We reserve the right to destroy your file after five years upon the comdetion of our services fs
your matter. We may destroy it sooner after the matter is completed if the matter in our opinion
does not require the file papers to be retained for that length of time. You consent to the file
destruction procedure. lf at any time after the matter is com pleted you want to pick up your file to
store it yourself , please let us know and we will give it to you.

RESPONSE
lf the foregoing meets with your approval, please sign and date this letter where indicated below
Please keep a copy for your records.

Very truly yours,

Apalla U. Chopra
of O'M ELVENY & IVIYERS LLP

ACCEPTED AND AGREED WITH CONSENTS AND WATVERS GRANTED:

The undenigned agrees with and consents to the foregoing

Board ofRegents, Nevada System of Higher Education

By: --HJ a"-/

Name: Dr. Mark Doubrava
,/1la Dated:,Lugustf, 2020

Title: Chair, Board ofRegents,

Nevada System of Higher Education