UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)*

WEIGHT WATCHERS INTERNATIONAL, INC.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

948626106

(CUSIP Number)

Anne Goffard

Westend S.A.

10-12 avenue Pasteur

L-2310 Luxembourg

Luxembourg

(+352) 22.42.59-1

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 18, 2015

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box   ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 948626106

CUSIP No. 948626106

CUSIP No. 948626106

CUSIP No. 948626106

CUSIP No. 948626106

CUSIP No. 948626106

CUSIP No. 948626106

Westend S.A. (“Westend”), Stichting Administratiekantoor Westend (the “Stichting”), Mr. Pascal Minne and Artal International Management S.A. (“Artal International Management”) (collectively, the “Initial Reporting Persons”) hereby amend, as set forth below, their Statement on Schedule 13D filed with the Securities and Exchange Commission on March 18, 2004, as amended by Amendment No. 1 to Schedule 13D filed with the Securities and Exchange Commission on March 15, 2006, Amendment No. 2 to Schedule 13D filed with the Securities and Exchange Commission on December 19, 2006, Amendment No. 3 to Schedule 13D filed with the Securities and Exchange Commission on February 2, 2007, Amendment No. 4 to Schedule 13D filed with the Securities and Exchange Commission on March 31, 2009, Amendment No. 5 to Schedule 13D filed with the Securities and Exchange Commission on March 7, 2011, Amendment No. 6 to Schedule 13D filed with the Securities and Exchange Commission on June 1, 2011, Amendment No. 7 to Schedule 13D filed with the Securities and Exchange Commission on February 16, 2012, Amendment No. 8 to Schedule 13D filed with the Securities and Exchange Commission on April 11, 2012, Amendment No. 9 to Schedule 13D filed with the Securities and Exchange Commission on December 19, 2013 and Amendment No. 10 to Schedule 13D filed with the Securities

and Exchange Commission on August 15, 2014 (the “Statement”), relating to the common stock, no par value per share (the “Common Stock”), of Weight Watchers International, Inc., a Virginia corporation (the “Company” or “WWI”). Capitalized terms used herein that are not otherwise defined shall have the meanings given to them in the Statement.

This Amendment No. 11 is being filed to add Artal Group S.A., Artal International S.C.A. and Artal Luxembourg S.A. (together with the Initial Reporting Persons, the “Reporting Persons”) as additional reporting persons as well as disclose the additional matters set forth herein. Artal Group S.A., Artal International S.C.A. and Artal Luxembourg S.A. previously reported their beneficial ownership of Common Stock on Schedule 13G. This Amendment No. 11 supersedes the Schedule 13G filed on February 14, 2002, as last amended by Amendment No. 6 filed on February 13, 2015 by Artal Group S.A., Artal International S.C.A. and Artal Luxembourg S.A., relating to shares of the Common Stock because Artal Group S.A., Artal International S.C.A. and Artal Luxembourg S.A. no longer qualify to file on Schedule 13G. See Item 4 below.

Item 2 of the Statement is hereby amended and restated as follows:

This statement is being filed by Artal Luxembourg S.A., a Luxembourg société anonyme, Artal International S.C.A., a Luxembourg limited partnership, Artal International Management S.A., a Luxembourg société anonyme, Artal Group S.A., a Luxembourg société anonyme, Westend S.A., a Luxembourg société anonyme (“Westend”), Stichting Administratiekantoor Westend, a Netherlands foundation (the “Stichting”), and Mr. Pascal Minne, a citizen of Belgium.

The address of the principal place of business and principal office of Artal Luxembourg S.A., Artal International S.C.A., Artal International Management S.A., Artal Group S.A. and Westend is 10-12 avenue Pasteur, L-2310, Luxembourg, Luxembourg. Artal Luxembourg S.A., a wholly owned subsidiary of Artal International S.C.A., is principally engaged in the business of investing in securities. Artal International S.C.A., a wholly owned subsidiary of Artal Group S.A., is principally engaged in the business of owning Artal Luxembourg S.A. and its subsidiaries. Artal International Management S.A., a wholly owned subsidiary of Artal Group S.A, is principally engaged in the business of managing Artal International S.C.A. Artal Group S.A., a wholly owned subsidiary of Westend, is principally engaged in the business of owning Artal International Management S.A., and Artal International S.C.A. and its subsidiaries. Westend, a wholly owned subsidiary of the Stichting, is principally engaged in the business of owning Artal Group S.A. and its subsidiaries. The address of the principal place of business and principal office of the Stichting is Ijsselburcht 3, NL-6825 BS Arnhem, The Netherlands. The Stichting is principally engaged in the business of owning Westend and its subsidiaries. Mr. Minne is the sole member of the board of the Stichting. Mr. Minne is a citizen of Belgium; his present principal occupation is as a director of Petercam Services, a subsidiary of Bank Degroof Petercam; and his business address is Place Ste. Gudule, 19, B-1000, Bruxelles, Belgium.

The managing directors of Artal Luxembourg S.A. are Mr. Raymond Debbane and Mrs. Anne Goffard, and the director of Artal Luxembourg S.A. is Mrs. Audrey Le Pit. The managing directors of Artal International Management S.A. are Mr. Debbane and Mrs. Goffard, and the director of Artal International Management S.A. is Mrs. Le Pit. The managing partner of Artal International S.C.A. is Artal International Management S.A. Mr. Debbane is a citizen of Panama, and his present principal occupation is as the president of The Invus Group, LLC and chief executive officer of Artal Group S.A. Mr. Debbane is also a member of the board of directors of Blue Buffalo Pet Products, Inc., Chairman of the board of directors of Lexicon Pharmaceuticals, Inc. and Chairman of the board of directors of the Company. His business address is c/o The Invus Group, LLC, 750 Lexington Avenue, 30th Floor, New York, NY 10022. Mrs. Goffard is a citizen of Belgium; her present principal occupation is as an employee of Artal International S.C.A.; and her business address is the same as for Artal International S.C.A. Mrs. Le Pit is a citizen of France; her present principal occupation is as an employee of Artal International S.C.A.; and her business address is the same as for Artal International S.C.A.

The directors of Artal Group S.A. are Mr. Eric Wittouck (Chairman), Mr. Pierre Ahlborn, Mr. Jean Frederic Andersen, Mr. Debbane (Managing Director), Mr. Eric Jolly, Mr. Olivier Rolin-Jacquemyns and Mr. Minne. Mr. Wittouck is a citizen of Belgium, and his present principal occupation is as the Chairman of the board of Artal Group S.A. Mr. Ahlborn is a citizen of Luxembourg; his present principal occupation is as the chief executive officer of Banque de Luxembourg S.A.; and his business address is 14, Bd. Royal, L-2449, Luxembourg, Luxembourg. Mr. Andersen is a citizen of Belgium, and his present principal occupation is as a director of Artal Group S.A. Mr. Jolly is a citizen of Belgium, and his present principal occupation is as a director of Artal Group S.A. Mr. Rolin-Jacquemyns is a citizen of Belgium; and his present principal occupation is as a director of Artal Group S.A. The information for Mr. Debbane and Mr. Minne is provided above. Unless otherwise noted above, the business address of each of the directors of Artal Group S.A. is the same as for Artal Group S.A.

The directors of Westend S.A. are Mrs. Goffard (Managing Director), Mr. Minne and Mr. Denis Pittet. The information for Mrs. Goffard and Mr. Minne is provided above. Mr. Pittet is a citizen of Switzerland; his present principal occupation is as an employee in financial services at Lombard Odier Darier Hentsch & Cie; and his business address is Rue de la Corraterie, 11 1204 Geneva, Switzerland.

During the last five years, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the other persons named in this Item 2: (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The response to Item 3 of the Statement is hereby amended and supplemented by the following:

Artal Luxembourg S.A. is the record owner of 29,443,300 shares of Common Stock.

Artal Luxembourg S.A. originally acquired control of the Company in September 1999 as part of a leveraged buyout transaction from H.J. Heinz Company (“Heinz”), for a purchase price of approximately $716 million. It acquired such shares with (i) approximately $224 million in cash from funds obtained from proceeds generated by the sale of investments directly or indirectly held by it, (ii) approximately $237 million in borrowings by the Company under a credit agreement entered into with a syndicate of banks, including The Bank of Nova Scotia, as administrative agent and (iii) proceeds of approximately $255 million from the offering of senior subordinated notes due 2009 by the Company. The borrowings under the credit agreement and the notes referred to in the foregoing sentence have been repaid and are no longer outstanding.

Since August 15, 2014, which is the date that Amendment No. 10 to Schedule 13D was filed with the Securities and Exchange Commission, Artal Luxembourg S.A. acquired an additional 51,790 shares through open market purchases at a weighted average price of $23.3622 per share. It acquired such shares with funds obtained from proceeds generated by the sale of investments directly or indirectly held by it.

Item 4 of the Statement is hereby amended and supplemented by the following:

On October 18, 2015, Artal Luxembourg S.A. and Oprah Winfrey entered into a Voting Agreement (the “Voting Agreement”), pursuant to which Ms. Winfrey agreed to vote all of her Common Stock or preferred stock of the Company and other securities convertible into or exercisable or exchangeable for any Common Stock or preferred stock of the Company so as to elect such individuals designated as directors by Artal Luxembourg S.A. pursuant to the Corporate Agreement, dated as of November 5, 2001, by and between the Company and Artal Luxembourg S.A. The Corporate Agreement was previously filed by the Company as Exhibit 10.36 to the Company’s Amendment No. 2 to Registration on Form S-1, filed on November 9, 2001.

In addition, pursuant to the Voting Agreement, Ms. Winfrey also granted Artal Luxembourg S.A. a proxy to vote all such Common Stock, preferred stock and other securities held by her in the manner provided in the immediately preceding paragraph, if Ms. Winfrey (or certain permitted transferees) fails to vote in accordance with the Voting Agreement.

The foregoing description of the Voting Agreement is qualified in its entirety by reference to the Voting Agreement, a copy of which is filed herewith as Exhibit 11 and is incorporated by reference herein.

The responses to Item 5(a), Item 5(b) and Item 5(c) of the Statement are hereby amended and restated by the following:

(a)-(b) The information contained on the cover pages of this Amendment No. 11 to Schedule 13D is incorporated herein by reference.

As of October 21, 2015, Artal Luxembourg S.A. is the record owner 29,443,300 shares of Common Stock, or approximately 46.3% of the Common Stock outstanding (based on 63,585,144 shares of Common Stock issued and outstanding on October 19, 2015, as provided by the Company). Artal Luxembourg S.A. is a subsidiary of Artal International S.C.A., which is managed by its managing partner, Artal International Management S.A., which is a subsidiary of Artal Group S.A. (together with Artal Luxembourg S.A., Artal International S.C.A. and Artal International Management S.A., the “Artal Entities”), which is a subsidiary of Westend, which is a subsidiary of the Stichting, whose sole member of the Board is Mr. Pascal Minne. Consequently, each of the Reporting Persons may be deemed, for purposes of Section 13(d) of the Exchange Act, to be the beneficial owner of the shares of Common Stock held of record by Artal Luxembourg S.A.

As a result of the voting and related arrangements contained in the Voting Agreement described in Item 4 above and filed herewith as Exhibit 11, the Reporting Persons and Ms. Winfrey are deemed, for purposes of Section 13(d) of the Exchange Act, to constitute a “group” that collectively beneficially owns approximately 39,318,871 shares of Common Stock (including 3,513,468 shares of Common Stock underlying stock options held by Ms. Winfrey exercisable within 60 days of the date of this Amendment No. 11 to Schedule 13D), or 58.6% of the Company’s total number of shares of Common Stock outstanding as of October 19, 2015. Additionally, by virtue of the Voting Agreement, the Reporting Persons may be deemed to beneficially own the 6,362,103 shares of Common Stock and the 3,513,468 shares of Common Stock issuable upon exercise of options that are beneficially owned by Ms. Winfrey. Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons is the beneficial owner of any Common Stock beneficially owned by Ms. Winfrey for purposes of Section 13(d) of the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed. Ms. Winfrey is expected to file a separate Schedule 13D to report her beneficial ownership of shares of the Company’s Common Stock.

To the best knowledge of the Reporting Persons, except for Messrs. Debbane and Minne, none of the individuals listed in Item 2 hereof beneficially owns any shares of Common Stock. As of October 21, 2015, Mr. Debbane beneficially owned 23,031 shares of Common Stock and maintained the sole power to vote or direct the vote and to dispose or direct the disposition of such shares, which represent less than 1% of the number of shares of Common Stock issued and outstanding. Such shares of Common Stock are subject to transfer restrictions until Mr. Debbane no longer serves on the Board of Directors of the Company. Mr. Minne disclaims beneficial ownership of all of the shares of Common Stock reported on this Statement.

(c) There have been no transactions in shares of Common Stock by any of the Reporting Persons or by any individuals or entities named in Item 2 of the Statement in the past 60 days.

Item 6 of the Statement is hereby amended and supplemented by the information contained in Item 4 of this Amendment No. 11 to Schedule 13D, which is herein incorporated by reference.

Exhibit 10         Joint Filing Agreement

Exhibit 11         Voting Agreement

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Exhibit 10

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13D with respect to the common stock, no par value per share, of Weight Watchers International, Inc. dated as of October 21, 2015, is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Exhibit 11

VOTING AGREEMENT

By and Between

OPRAH WINFREY

and

ARTAL LUXEMBOURG S.A.

VOTING AGREEMENT

THIS VOTING AGREEMENT (the “Agreement”) is entered into as of October 18, 2015 by and between Oprah Winfrey (“OW”), and ARTAL LUXEMBOURG S.A., a Luxembourg Societe Anonyme (“Artal”).

RECITALS:

WHEREAS, as of the date of this Agreement, Artal Luxembourg S.A. owns 29,443,300 shares of common stock, no par value per share (“Common Stock”), of Weight Watchers International, Inc., a Virginia corporation (the “Company”);

WHEREAS, substantially concurrently with the execution and delivery of this Agreement, (i) the Company and OW are entering into a Share Purchase Agreement (the “Share Purchase Agreement”), dated as of the date hereof, pursuant to which Company will issue and sell, and OW will purchase, 6,362,103 shares of Common Stock (the “Purchased Shares”) and (ii) the Company and OW are entering into a Strategic Collaboration Agreement and, in consideration of OW entering into the Strategic Collaboration Agreement and the performance of her obligations therein, the Company will grant to OW options pursuant to which 3,513,468 shares of Common Stock are issuable upon the exercise thereof (to the extent issued, the “Option Shares”); and

WHEREAS, OW and Artal wish to set forth certain understandings between such parties, including with respect to certain voting matters.

AGREEMENT:

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree hereto as follows:

ARTICLE 1. GENERAL.

1.1 Definitions. As used in this Agreement the following terms shall have the following respective meanings:

(a) “Affiliate” with respect to any Person, means any other Person with regard to which such Person, directly or indirectly, controls, is controlled by or is commonly controlled. For purposes of the preceding sentence, “control” shall mean the power to direct the principal business management and activities of a Person, whether through ownership of voting securities, by agreement (including, without limitation, in connection with any voting trust, proxy arrangement or similar device), or otherwise.

(b) “Artal Group” means Artal and each and every Artal Transferee. Unless the OW Group is otherwise notified in writing by Artal, Artal shall at all times serve as the designated representative to act on behalf of the Artal Group for purposes of this Agreement and shall have the sole power and authority to bind the Artal Group with respect to all provisions of this Agreement; provided, however, that if Artal chooses to cease to serve as the

designated representative of the Artal Group, then Artal or, in the absence of Artal doing so, a majority in interest of the members of the Artal Group at such time shall designate and appoint one member of the Artal Group for purposes of this Agreement, which designee (and any successor thereafter designated and appointed) shall have the sole power and authority to bind the Artal Group with respect to all provisions of this Agreement. The OW Group shall be entitled to rely on all actions taken by Artal or such designee on behalf of the Artal Group.

(c) “Artal Permitted Transfer” means (i) a member of the Artal Group that is a limited partnership or limited liability company Transferring to its members or former members or partners or former partners in accordance with its interest in the limited liability company or limited partnership and (ii) any Transfer to an Affiliate of Artal.

(d) “Artal Transferee” means each and every direct and indirect transferee of Artal (including transferees of Equity Securities from any member of the Artal Group so long as such Equity Securities were originally held by Artal) who acquired such Equity Securities in an Artal Permitted Transfer, other than a Person Artal elects in writing not to be an Artal Transferee pursuant to the definition of “Artal Permitted Transfer.”

(f) “Charitable Organization” means The Oprah Winfrey Charitable Foundation or any successor thereto that is an organization described in paragraphs (1) through (5) of Section 170(c) or Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

(g) “Equity Securities” means (i) any Common Stock or preferred stock of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock or preferred stock of the Company (including any option to purchase such a security), (iii) any security carrying any option, warrant or right to subscribe to or purchase any Common Stock or preferred stock of the Company or other security referred to in clause (ii), or (iv) any such option, warrant or right.

(h) “Family Member” means, with respect to any natural person, (i) any child, stepchild, grandchild or more remote issue, parent, stepparent, grandparent, spouse, domestic partner, sibling, child of sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, cousin and adoptive relationships (each, a “family member”) or estate of such family member or (ii) any foundation, trust, family limited partnership, family limited liability company or other entity created and used for estate planning purposes, so long as any such foundation, trust, family limited partnership, family limited liability company or other entity is controlled by, for the benefit of, or owned by such natural person or one or more persons described in clause (i).

(i) “OW Group” means OW and each and every OW Transferee. Unless the Artal Group is otherwise notified in writing by OW (or in the case of her death or permanent disability, her designated legal representative), OW shall at all times serve as the designated representative to act on behalf of the OW Group for purposes of this Agreement and shall have the sole power and authority to bind the OW Group with respect to all provisions of this Agreement; provided, however, that if OW ceases to serve as the designated representative of the OW Group, then OW (or her designated legal representative in the case of her death or permanent disability) shall have the power to designate a new designated representative of the

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OW Group, which designee (and any successor thereafter designated and appointed) shall have the sole power and authority to bind the OW Group with respect to all provisions of this Agreement. The Artal Group shall be entitled to rely on all actions taken by OW or such designee on behalf of the OW Group.

(j) “OW Permitted Transfer” means (i) any Transfer to one or more entities that are, directly or indirectly, wholly owned by OW, (ii) prior to the death of OW, the Transfer of up to 30% of each of the Purchased Shares and the Option Shares to a Permitted Estate Vehicle (as defined in the Share Purchase Agreement) or to a Charitable Organization, and (iii) upon the death of OW, the Transfer of all or any portion of the Purchased Shares and/or Option Shares to OW’s estate, any Family Member or Charitable Organization.

(k) “OW Transferee” means each and every direct and indirect transferee of OW (including transferees of shares from any member of the OW Group so long as such Purchased Shares and/or Option Shares were originally held by OW) who acquired such Purchased Shares and/or Option Shares in an OW Permitted Transfer.

(m) “Transfer” means any sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by request, devise or descent, or other transfer or disposition of any kind, including, but not limited to, transfers to receivers, levying creditors, trustees or receivers in bankruptcy proceedings or general assignees for the benefit of creditors, whether voluntary or by operation of law, directly or indirectly, of any Equity Securities.

(n) “Person” shall mean an individual, partnership, corporation, limited liability company, unincorporated organization, trust, joint venture, government agency, or other entity.

ARTICLE 2. VOTING.

2.1 Election of Directors. On all matters relating to the election of directors of the Company, the OW Group agrees to vote all shares of Equity Securities (whether now owned or hereafter acquired) held by it (or shall consent pursuant to an action by written consent of stockholders of the Company) so as to elect to the Company’s Board of Directors (the “Board”) such individuals that are designated by Artal (the “Artal Directors”).

2.2 Replacement of Directors. In the event that a vacancy is created at any time by the death, permanent disability, retirement, resignation or removal (with or without cause) of an Artal Director and the Artal Group shall have the right to designate a replacement (who shall meet all qualifications required by the Company’s written policies) to fill such vacancy, the OW Group agrees to vote all shares of Equity Securities (whether now owned or hereafter acquired) held by it (or shall consent pursuant to an action by written consent of stockholders of the Company) so as to elect such replacement director to the Board.

ARTICLE 3. GRANT OF PROXY.

3.1 Upon the failure of any member of the OW Group to vote Equity Securities owned by it in accordance with the terms of this Agreement, such member hereby grants to the Artal Group a proxy coupled with an interest in all Equity Securities owned by such

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member to vote all such Equity Securities in the manner provided in Article 2 hereof. Any proxy granted, or deemed to have been granted under this Section 3.1 shall be irrevocable until this Agreement terminates pursuant to its terms or this Section 3.1 is amended to remove such grant of proxy in accordance with Section 6.8 hereof. Notwithstanding anything to the contrary, the grant of proxy contained herein is limited solely to voting on the matters contained in Article 2 hereof related to the election and replacement of directors.

ARTICLE 4. COVENANT.

4.1 The OW Group agrees to cause each transferee who acquires Equity Securities (other than a transferee that already is party to this Agreement) pursuant to an OW Permitted Transfer to be subject to the terms of this Agreement by executing and delivering a joinder agreement, substantially in the form of Exhibit A hereto.

4.2 The parties to this Agreement acknowledge that the provisions set forth herein results in the formation of a group (the “Voting Group”) (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended, or any successor provision) comprising the Artal Group and the OW Group, which Voting Group constitutes an Affiliate of the Artal Group. The Artal Group and the OW Group each agree to make such beneficial ownership filings as may be required by the Securities and Exchange Commission, including any Schedule 13D or Schedule 13G filings or amendments thereto, which shall reflect the Artal Group or the OW Group, as the case may be, as a member of such group.

ARTICLE 5. EFFECTIVENESS.

5.1 This Agreement shall not be effective until the Closing (as defined in the Share Purchase Agreement) occurs.

ARTICLE 6. MISCELLANEOUS.

6.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed therein except for matters directly within the purview of the Virginia Stock Corporation Act, which shall be governed by the Virginia Stock Corporation Act.

6.2 Jurisdiction; Venue; Service of Process.

(a) Jurisdiction. Each party to this Agreement, by its execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction of the U.S. District Court for the Southern District of New York or, if that court does not have subject matter jurisdiction, in any state court located in The City and County of New York and the respective appellate courts thereof for the purpose of any action, claims or suit between the parties arising in whole or in part under or in connection with this Agreement, (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, claim or suit, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such action, claim or suit brought in one of the above-named courts should be dismissed on

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grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such court, and (iii) hereby agrees not to commence any such action, claim or suit other than before one of the above-named courts. Notwithstanding the previous sentence a party may commence any action, claim or suit in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

(b) Venue. Each party agrees that for any action, claim or suit between the parties arising in whole or in part under or in connection with this Agreement, such party shall bring actions, claims and suits either in the U.S. District Court for the Southern District of New York or in the Supreme Court of the State of New York, New York County located in the Borough of Manhattan. Each party further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdiction.

(c) Service of Process. Each party hereby (i) consents to service of process in any action, claim or suit between the parties arising in whole or in part under or in connection with this Agreement in any manner permitted by New York law, (ii) to the fullest extent permitted by law, agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 6.12, will constitute good and valid service of process in any such action, claim or suit and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such action, claim or suit any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

6.3 WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, THE PARTIES HEREBY WAIVE, AND COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

6.4 Specific Performance. Each of the parties acknowledges and agrees that the other parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached or violated. Accordingly, to the fullest extent permitted by law, each of the parties agrees that, without posting bond or other undertaking, the other parties will be entitled to an injunction or injunctions to prevent breaches or violations of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action, claim or suit in

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addition to any other remedy to which it may be entitled, at law or in equity. Each party further agrees that, in the event of any action for specific performance in respect of such breach or violation, it will not assert that the defense that a remedy at law would be adequate.

6.5 Successors and Assigns. Neither party to this Agreement shall assign all or any part of this Agreement, unless in connection with an Artal Permitted Transfer or OW Permitted Transfer, as the case may be, without the prior written consent of the other party to this Agreement.

6.6 Entire Agreement. This Agreement, the Share Purchase Agreement, and the other Transaction Documents (as defined in the Purchase Agreement) and the and the Exhibits and Schedules hereto and thereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other in any manner by any oral or written representations, warranties, covenants and agreements except as specifically set forth herein and therein. Each party expressly represents and warrants that it is not relying on any oral or written representations, warranties, covenants or agreements outside of this Agreement.

6.7 Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

6.8 Amendment and Waiver. Except as otherwise expressly provided, this Agreement may be amended or modified only upon the written consent of (i) the Artal Group, (ii) the OW Group and (iii) only with respect to Section 6.9(d), the Company.

6.9 Termination. Except as otherwise specified herein, this Agreement shall continue in full force and effect from the date hereof but shall terminate in the event that any of the following occurs:

(a) the Artal Group and the OW Group, in the aggregate, own less than 50% of the issued and outstanding Common Stock;

(b) In the event that OW in her capacity as Director Designee (as defined in the Share Purchase Agreement) is not elected a director of the Company (other than as a result of her non-compliance with, or inability to satisfy the director eligibility requirements set forth in, Article 4 of the Share Purchase Agreement), this Agreement shall automatically terminate, without any further obligations of OW, the OW Group, or any OW Transferee;

(c) the OW Group owns less than 1% of the issued and outstanding Common Stock; or

(d) the voting and related arrangements contemplated by this Agreement, in the Company’s reasonable determination, constitute a “change of control” of the Company (or such other similar term) under any debt agreements to which the Company is a party; or

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(e) the parties hereto terminate this Agreement by written consent of (i) the Artal Group and (ii) the OW Group.

The Company is an intended third party beneficiary of clause (d) of this Section 6.9 and shall have the right, power and authority to enforce the provisions hereof as though it were a party hereto.

6.10 No Circumvention. None of (i) the Artal Group and (ii) the OW Group nor any of their respective successors, assigns, transferees or Affiliates shall take (or permit or acquiesce to) any action to circumvent any of the rights under this Agreement inuring to the benefit of the others.

6.11 Delays or Omissions. It is agreed that no delay or omission to exercise any right, power, or remedy accruing to any party, upon any breach, default or noncompliance by another party under this Agreement shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent, or approval of any kind or character on any party’s part of any breach, default or noncompliance under the Agreement or any waiver on such party’s part of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing.

6.12 Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by electronic mail or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery. All communications shall be sent to the party to be notified at the address as set forth in this Section 6.12 or the signature pages to the joinder agreement substantially in the form of Exhibit A hereto or at such other address as such party may designate by ten (10) days advance written notice to the other parties hereto.

If to Artal Group:

10-12 avenue Pasteur

L-2310 Luxembourg

Luxembourg

Attention: Anne Goffard

Email: goffard@artal.com

With a copy (not constituting notice) to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Facsimile: (212) 455-2502

Attention:       Robert Spatt

                        Kenneth B. Wallach

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If to OW Group:

Oprah Winfrey

c/o Harpo, Inc.

1041 North Formosa Avenue

West Hollywood, CA 90046

Fascimile: (310) 861-1819

With a copy (not constituting notice) to:

Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Attn:     Marc Chamlin, Esq. and Lloyd L. Rothenberg, Esq.

Fax:      (212) 656-1076

6.13 Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

6.14 Counterparts. This Agreement may be executed in any number of counterparts, including facsimile or electronic (.PDF) counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

6.15 Pronouns. All pronouns contained herein, and any variations thereof, shall be deemed to refer to the masculine, feminine or neutral, singular or plural, as to the identity of the parties hereto may require.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have executed this VOTING AGREEMENT as of the date set forth in the first paragraph hereof.

[Signature Page to Voting Agreement]

[Signature Page to Voting Agreement]

EXHIBIT A

FORM OF JOINDER AGREEMENT FOR AN OW PERMITTED TRANSFEREE

This JOINDER AGREEMENT (this “Joinder Agreement”) is executed pursuant to the terms of the Voting Agreement, dated as of October 18, 2015, by and between OW, and Artal Luxembourg S.A., a Luxembourg Societe Anonyme (“Artal”), a copy of which is attached hereto and is incorporated herein by reference (the “Voting Agreement”), by the undersigned (the “OW Permitted Transferee”). Capitalized terms used but not defined herein have the meanings set forth in the Voting Agreement. By execution and delivery of this Joinder Agreement, the OW Permitted Transferee agrees as follows:

SECTION 1. Acknowledgment. The OW Permitted Transferee acknowledges that such OW Permitted Transferee has acquired Equity Securities from OW or an OW Permitted Transferee pursuant to an OW Permitted Transfer.

SECTION 2. Agreement. The OW Permitted Transferee (a) agrees that the Equity Securities it owns shall be bound by and subject to the terms of the Voting Agreement to the same extent as if such OW Permitted Transferee were an original party to the Voting Agreement and (b) shall constitute a member of the “OW Group” under the Voting Agreement.

SECTION 3. Notice. Any notice required to be provided by the Voting Agreement shall be given to the OW Permitted Transferee at the address listed beside such OW Permitted Transferee’s signature below.

SECTION 4. Governing Law. This Joinder Agreement and the rights of the parties hereto shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed therein, without giving effect to the conflict of laws principles thereof.

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