UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)*

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.

44, Rue De La Vallée

L-2661 Luxembourg

Luxembourg

(+352) 22.42.59-1

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

May 10, 2018

(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”), Artal Group S.A., Artal International S.C.A. and Artal Luxembourg S.A. (together with the Initial Reporting Persons, the “Reporting Persons”), hereby amend, as set forth below, the Statement on Schedule 13D filed by the Initial Reporting Persons 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, Amendment No. 10 to Schedule 13D filed with the Securities and Exchange Commission on August 15, 2014, and Amendment No. 11 to Schedule 13D filed by all the Reporting Persons with the Securities and Exchange Commission on October 21, 2015 (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.

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 44, Rue De La Vallee, L-2661, 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 Rue de l’Industrie 44, B-1040 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 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, Mr. Amaury Wittouck and Mr. Minne. Mr. Eric 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. Mr. Amaury Wittouck 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.

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

On May 10, 2018, the Company and Artal Luxembourg S.A. entered into an underwriting agreement (the “Underwriting Agreement”) with the underwriters named therein (the “Underwriters”). Pursuant to the Underwriting Agreement, Artal Luxembourg S.A. sold 8,625,000 shares of Common Stock at a price of $69.00 per share, less the underwriting discount of $2.76 per share (the “May 2018 Sale”). The sale of the Common Stock pursuant to the Underwriting Agreement closed on May 15, 2018.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed herewith as Exhibit 12 and is incorporated by reference herein.

In connection with the secondary offering described herein, the Company, the Company’s executive officers and directors and Artal Luxembourg S.A. have agreed with the Underwriters, subject to specified exceptions, not to offer, pledge or sell any of Common Stock or securities convertible into or exchangeable for Common Stock, or transfer any of the economic consequences of ownership of Common Stock, for a period of 75 days after May 10, 2018 except with the prior written consent of the Underwriters.

The foregoing description of the lock-up agreement set forth above in this Item 4 is qualified in its entirety by reference to the lock-up agreement, a form of which is filed herewith as Exhibit 13 and is incorporated by reference herein.

Upon the closing of the May 2018 Sale, the Voting Agreement, dated as of October 18, 2015, entered into by and between Artal Luxembourg S.A. and Oprah Winfrey, terminated. Upon termination of the Voting Agreement, the “group” deemed to have been formed between the Reporting Persons and Ms. Winfrey by virtue of the Voting Agreement for purposes of Section 13(d) of the Exchange Act, terminated.

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. 12 to Schedule 13D is incorporated herein by reference.

As of May 15, 2018, Artal Luxembourg S.A. is the record owner of 20,818,300 shares of Common Stock, or approximately 31.4% of the Common Stock outstanding (based on 66,282,229 shares of Common Stock issued and outstanding as of April 30, 2018, as disclosed in the Quarterly Report on Form 10-Q filed by the Company on May 4, 2018). 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.

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 May 15, 2018, Mr. Debbane beneficially owned 114,707 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. Certain of 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) Except as set forth below or as otherwise described in this Amendment No. 12 to Schedule 13D, 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. On April 2, 2018, Mr. Debbane received a grant of 295 shares of restricted Common Stock as compensation for his service as a member of the Board of Directors of the Company.

Item 6 of the Statement is hereby amended and supplemented by the information contained in Item 4 of this Amendment No. 12 to Schedule 13D, which is herein incorporated by reference.

The paragraph in Item 6 of the Statement describing the Loan Documents is hereby amended and restated as follows:

On May 5, 2017, Artal International S.C.A., Artal Luxembourg S.A. and their respective Swiss branches (collectively, the “Borrowers”) entered into an amended and restated revolving credit promissory note (the “Promissory Note”) and related collateral agreement (the “Collateral Agreement”, and together with the Promissory Note, the “Loan Documents”) with J.P. Morgan Chase Bank, N.A. (“J.P. Morgan”) as lender providing for loans of up to an aggregate principal amount of $125,000,000. On December 15, 2017, the Promissory Note was amended, increasing the amount from $125,000,000 to $225,000,000. All other material terms with respect to the Promissory Note remain unchanged. The obligations of the Borrowers are guaranteed by Artal Group S.A. Pursuant to the terms of the Loan Documents, and as security for payment of the Borrowers’ obligations under the Promissory Note, the Borrowers have agreed to pledge and grant a security interest in certain collateral, which includes 5,075,000 shares (the “Pledged Shares”) of Common Stock beneficially owned by the Reporting Persons, in favor of J.P. Morgan. Upon the occurrence of certain customary events of default contained in the Loan Documents, J.P. Morgan may exercise its right to foreclose on, and dispose of, the Pledged Shares in accordance with the Collateral 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.

[Weight Watchers International, Inc. – Schedule 13D/A]

Exhibit 14

Execution Version

AMENDED AND RESTATED COLLATERAL AGREEMENT

For value received, and in consideration of one or more loans, extended by JPMORGAN CHASE BANK, N.A. or any of its subsidiaries or affiliates (the “Bank”), to Artal International S.C.A., and Artal International S.C.A., Geneva Branch (together, “Artal International”) and Artal Luxembourg S.A., and Artal Luxembourg S.A., Geneva Branch (together, “Artal Luxembourg”, and together with Artal International, the “Borrower”), solely in connection with that certain $125,000,000.00 Amended and Restated Revolving Credit Promissory Note dated May 5, 2017, as the same may be renewed, extended, modified, consolidated, restated or replaced from time to time, executed by the Borrower (the “Note”), each of the Borrower, Invus, L.P., a limited partnership organized under the laws of Bermuda (“Invus” and, together with the Borrower, the “Pledgors”) and the Bank agree as follows:

1. Definitions.

Capitalized terms used in this Amended and Restated Collateral Agreement (this “Agreement”) but not otherwise defined herein shall have the meaning assigned to such terms in the Note.

“Account Control Agreement” means a securities account control agreement or other similar agreement with any Intermediary and shall specifically include any master securities account control agreement among the Bank and any of its affiliates, as amended from time to time.

“Artal Collateral” means: (i) any assets listed in Exhibit A that are deposited from time to time in the bank accounts listed in Exhibit A, except the Invus Collateral, whether in the form of US dollar denominated cash deposits (the “Deposits”) or in the form of stocks, bonds and other instruments and securities (collectively, the “Securities”); (ii) all additions, substitutes and replacements for and proceeds, renewals, investments, and reinvestments of, any of the foregoing; and (iii) all certificates, receipts and other instruments evidencing any of the foregoing. For the avoidance of doubt, the Artal Collateral shall not include the WW Excluded Collateral.

“Clearing System” means the Depository Trust Company (“DTC”), Cedel Bank, société anonyme, the Euroclear system and such other clearing or safekeeping system that may from time to time be used in connection with transactions relating to or the custody of any Securities, and any depository for any of the foregoing.

“Collateral” means, collectively, the Artal Collateral and the Invus Collateral.

“Event of Default” has the meaning set forth in the Note.

“Excluded Collateral” means, collectively, the LP Excluded Collateral and the WW Excluded Collateral.

“Intermediary” means any party acting as a financial intermediary or securities intermediary, including, without limitation, affiliates of the Bank that are parties to any Account Control Agreement from time to time.

“Invus Collateral” means the Lexicon Pharmaceuticals, Inc. Common Shares pledged by Invus under this Agreement as disclosed in Exhibit A. For the avoidance of doubt, the Invus Collateral shall not include the LP Excluded Collateral.

“Liabilities” means indebtedness, obligations, and liabilities of any kind of the Borrower to the Bank, now or in the future, absolute or contingent, direct or indirect, joint or several, due or not due, arising by operation of law or otherwise, including but not limited to indemnity, reimbursement obligations and costs and expenses incurred by the Bank in each case arising under this Agreement, the Note or any other Facility Document and required to be reimbursed by the Borrower pursuant to Section 14 of the Note.

“LP Excluded Collateral” has the meaning set forth in Exhibit A.

“UCC” means the Uniform Commercial Code in effect in the State of New York. Unless the context otherwise requires, all terms used in this Agreement which are defined in the UCC will have the meanings stated in the UCC.

“WW Excluded Collateral” has the meaning set forth in Exhibit A.

2. Grant of Security Interest.

(a) Artal Grant: As security for the payment of all of the Liabilities, the Borrower hereby pledges, transfers and assigns to the Bank and grants to the Bank a security interest in and right of setoff against, the Artal Collateral. The Borrower hereby agrees to be bound by the terms of any Account Control Agreement among the Bank and its affiliates, as amended from time to time. For the avoidance of doubt, the Bank shall not foreclose on the Artal Collateral unless an Event of Default shall have occurred and be continuing.

(b) Invus Grant: As security for the payment of all of the Liabilities, subject to Section 12, Invus hereby pledges, transfers and assigns to the Bank and grants to the Bank a security interest in and right of setoff against, the Invus Collateral. Invus hereby agrees to be bound by the terms of any Account Control Agreement among the Bank and its affiliates, as amended from time to time. For the avoidance of doubt, the Bank shall not foreclose on the Invus Collateral unless an Event of Default shall have occurred and be continuing.

3. Agreements of the Pledgors and Rights of the Bank.

Each of the Pledgors agrees as follows and irrevocably authorizes the Bank to exercise the rights listed below with respect to the Collateral, at its option, for its own benefit, either in its own name or in the name of such Pledgor, and appoints the Bank as its attorney-in-fact to take all action permitted under this Agreement.

(a) Deposits: Upon the occurrence and during the continuation of an Event of Default, the Bank may: (i) renew the Deposits on terms and for periods the Bank deems appropriate; (ii) demand, collect, and receive payment of any monies or proceeds due or to become due under the Deposits; (iii) execute any instruments required for the withdrawal or repayment of the Deposits; and (iv) in all respects deal with the Deposits as the owner; provided, that prior to the occurrence of an Event of Default, the Bank will only take such actions if, in its judgment, failure to take such action would impair its rights under this Agreement or diminish its operational control over Collateral that may be pledged hereunder from time to time after the date hereof.

(b) Securities: Upon the occurrence and during the continuation of an Event of Default, the Bank may: (i) transfer to the account of the Bank any Securities whether in the possession of, or registered in the name of, any Clearing System or held otherwise; (ii) transfer to the account of the Bank with any Federal Reserve Bank any Securities held in book entry form with any such Federal Reserve Bank; and (iii) transfer to the name of the Bank or its nominee any Securities registered in the name of a Pledgor and held by the Bank and complete and deliver any necessary stock powers or other transfer instruments.

(c) Distributions: All payments, distributions and dividends in securities, property or cash shall be paid directly to and, at the discretion of the Bank, retained by the Bank and held by it, until applied as provided in this Agreement, as additional Collateral; provided that until the occurrence of an Event of Default, interest on Deposits and cash dividends on Securities paid in the ordinary course will be paid to the Pledgors.

(d) Proxy: Each Pledgor grants to the Bank an irrevocable proxy to vote any and all Securities and give consents, waivers and ratifications in connection with those Securities solely upon the occurrence and during the continuation of an Event of Default.

(e) General: The Bank may, in its name, or in the name of such Pledgor: (i) execute and file financing statements under the UCC or any other filings or notices necessary or desirable to create, perfect or preserve its security

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interest, all without notice (except as required by applicable law and not waivable) and without liability except to account for property actually received by it; (ii) upon the occurrence and during the continuation of an Event of Default demand, sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for, or make any compromise or settlement deemed desirable with respect to, any item of the Collateral (but shall be under no obligation to do so); (iii) make any notification (to the issuer of any certificate or Security, or otherwise, including giving any notice of exclusive control to the Intermediary) or take any other action in connection with the perfection or preservation of its security interest or upon an Event of Default any enforcement of remedies, and retain any documents evidencing the title of such Pledgor to any item of the Collateral; (iv) upon an Event of Default issue entitlement orders with respect to any of the Collateral and (v) may take such actions as necessary in order to release Excluded Collateral from the security interest granted hereunder from time to time in its discretion.

Each Pledgor agrees that all Collateral will be kept or maintained in accounts of such Pledgor with the Bank. Each Pledgor agrees that it will not file or permit to be filed any termination statement with respect to the Collateral or any financing or like statement with respect to the Collateral in which the Bank is not named as the sole secured party, consent or be a party to any Account Control Agreement to which the Bank is not also a party or sell, assign, or otherwise dispose of, grant any option with respect to, or pledge, or otherwise encumber the Collateral provided, however, that until the occurrence and during the continuation of an Event of Default, such Pledgor may sell, transfer, substitute and withdraw Collateral subject to the other provisions of this Agreement, including but not limited to, Section 4. At the request of the Bank each Pledgor agrees to do all other things which the Bank may deem necessary or reasonably advisable in order to perfect and preserve its security interest, perfection and operational control and to give effect to the rights granted to the Bank under this Agreement or enable the Bank to comply with any applicable laws or regulations. Notwithstanding the foregoing, the Bank does not assume any duty with respect to the Collateral and is not required to take any action to collect, preserve or protect its or such Pledgor’s rights in any item of the Collateral. The Borrower releases the Bank and agrees to hold the Bank harmless from any claims, causes of action and demands at any time arising with respect to this Agreement, the use or disposition of any item of the Collateral or any action taken or omitted to be taken by the Bank with respect thereto, except in any case where the claim, cause of action or demand results from the gross negligence or willful misconduct of the Bank. The Borrower releases each Intermediary and agrees to hold each Intermediary harmless from any claims, causes of action and demands at any time arising with respect to any instruction made by the Bank to any Intermediary purporting to be made under this Agreement or any Account Control Agreement, except in any case where the claim, cause of action or demand results from the gross negligence or willful misconduct of the Bank or the Intermediary, it being understood that no Intermediary shall have any duty to investigate Bank’s right to issue any such instruction or any other matter related to any such instruction.

The rights granted to the Bank pursuant to this Agreement are in addition to the rights granted to the Bank in any custody, investment management, trust, Account Control Agreement or similar agreement entered into in connection with the Note. In case of conflict between the provisions of this Agreement and of any other such agreement, the provisions of this Agreement will prevail.

So long as no Event of Default has occurred, except as expressly provided in Section 3(a), the Bank (x) shall not have the right to sell, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of, or otherwise use in its business, any Collateral and (y) shall use commercially reasonable efforts to assist each Pledgor in its efforts to exercise its economic and voting rights attached to the Collateral (including, without limitation, receipt of dividends and interest, sale and stock buybacks), subject in all respects to the indemnity and release provided in the second paragraph of this Section 3(e).

4. Loan Value of the Collateral.

(a) The Borrower agrees that at all times the Loan Value of the Collateral will be equal to at least 105% of the principal amount outstanding under the Note from time to time. “Loan Value” means the value assigned by the Bank as indicated in Exhibit B. The Borrower and the Bank hereby acknowledge and agree that Excluded Collateral shall not count towards Loan Value.

(b) In the event of any failure by the Borrower to comply with Section 4(a), the Borrower will either supplement the Collateral or make, or cause to be made, any payment under the Liabilities to the extent necessary to ensure compliance with
Section 4(a) within five (5) Business Days.

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(c) Notwithstanding anything to the contrary herein, provided that the Borrower is in compliance with Section 4(a), calculated both before and after giving effect to any such transaction below, and no Event of Default has occurred and is continuing, each of the Pledgors is entitled to:

(i) substitute existing Collateral with other Collateral;

(ii) include additional Collateral;

(iii) instruct the Bank to release specified Collateral (and the Bank agrees that it shall release such specified Collateral upon receipt of such instruction); and

(iv) exercise all economic rights attached to the Collateral (including, without limitation, voting rights, receipt of dividends and interest and stock buybacks);

provided, that all Collateral shall be of the types specified in Exhibit A.

In addition, so long as no Event of Default has occurred and is continuing, each of the Pledgors shall have the right to sell any Weight Watchers International, Inc. Common Shares or Lexicon Pharmaceuticals, Inc. Common Shares, in either case, that are pledged as Collateral so long as (x) the net cash proceeds of any such disposition shall be applied to repay the Liabilities, (y) the disposition is to an unaffiliated third party for fair market value and (z) after giving effect to any such repayment, the Loan Value of the Collateral will be equal to at least 105% of the principal amount outstanding under the Note.

5. Currency Conversion.

For calculation purposes, any currency in which the Collateral is denominated (the “Collateral Currency”) will be converted into the currency of the Liabilities (the “Liability Currency”) at the spot rate of exchange for the purchase of the Liability Currency with the Collateral Currency quoted by the Bank at such place as the Bank reasonably deems appropriate (or, if no such rate is quoted on any relevant date, estimated by the Bank on the basis of the Bank’s last quoted spot rate) or another prevailing rate that the Bank reasonably deems more appropriate.

6. Representations, Warranties and Covenants.

Each Pledgor (each, as to itself only) represents, warrants and covenants that:

(a) this Agreement constitutes the legal, valid and binding obligation of such Pledgor, enforceable against such Pledgor in accordance with its terms, except as the enforcement hereof and thereof may be limited by (i) bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors’ rights generally, (ii) general principles of equity and (iii) the need for filings, registrations and other actions necessary under US law to create or perfect the liens on the Collateral granted by such Pledgor in favor of the Bank, all of which filings, registrations and other actions have been made or taken, or will be taken on the date hereof;

(b) the execution, delivery and performance by such Pledgor of this Agreement and all other documents contemplated hereby, do not and will not (i) conflict with or constitute a breach of, or default under, or require any consent under, or, except as contemplated hereby, result in the creation of any lien, charge or other encumbrance upon the property or assets of such Pledgor pursuant to any other agreement or instrument to which such Pledgor is a party or is bound or by which its properties may be bound or affected; (ii) conflict with or constitute a breach of the organizational documents of the Borrower, or (iii) violate any provision of any law, rule, regulation (including, without limitation, Regulation U of the Federal Reserve Board), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to such Pledgor, except, in the case of Section 6(b)(i), with respect to any conflict, breach or default, to the extent that such conflict, breach or default could not reasonably be expected to have a material adverse effect on the prospects or condition of such Pledgor;

(c) no material consent, approval or authorization of, or registration, declaration or filing with, any governmental authority or other person or entity is required as a condition to or in connection with the due and valid execution, delivery and performance by such Pledgor of this Agreement;

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(d) there are no actions, suits, or proceedings or, to the knowledge of such Pledgor, threatened at law, in equity, in arbitration or by or before any other authority involving or affecting: (i) the Pledgor that, if adversely determined, are likely to have a material adverse effect on the prospects or condition of such Pledgor; (ii) any material part of the assets or properties of such Pledgor or any part of the Collateral; or (iii) any of the transactions contemplated in this Agreement. There are currently no material judgments entered against such Pledgor and such Pledgor is not in default with respect to any judgment, writ, injunction, order, decree or consent of any court or other judicial authority, which default is likely to have or has had a material adverse effect on the prospects or condition of such Pledgor;

(e) it is duly organized or formed, validly existing and in good standing (where applicable) under the laws of the jurisdiction of its incorporation or organization, and has all requisite power and authority to execute, deliver and perform its obligations under this Agreement;

(f) such Pledgor is the sole owner of the Collateral that it has pledged hereunder and such Collateral is free of all encumbrances except for the security interest in favor of the Bank created by this Agreement and except for, in the case of Collateral consisting of shares of Weight Watchers International, Inc. and Lexicon Pharmaceuticals, Inc., restrictions arising under U.S. securities laws by virtue of the fact that each entity comprising the Borrower is an “affiliate”, within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) of either or both of Weight Watchers International, Inc. and Lexicon Pharmaceuticals, Inc.;

(g) with respect to the Collateral, as to Securities, the Securities are fully paid and non-assessable, there are no contractual restrictions on the pledge of the Securities by such Pledgor nor on the sale of the Securities by the Bank, and, at the respective times of each pledge, the Securities consisting of shares of Weight Watchers International, Inc. and shares of Lexicon Pharmaceuticals, Inc. had or will have a holding period (calculated in accordance with Rule 144(d) under the Securities Act) in the hands of the relevant Pledgor in excess of one year;

(h) all Collateral is held or maintained in accounts of such Pledgor with the Bank;

(i) except as contemplated by the Facility Documents, such Pledgor owns and has rights and, as to Collateral acquired by it from time to time after the date hereof, will own and have rights in each item of Collateral pledged by such Pledgor hereunder, free and clear of any and all liens, charges or other encumbrances; and

(j) the security interest in and lien on the Collateral granted to the Bank by such Pledgor hereunder (a) constitutes a legal and valid security interest in such Collateral, and (b) will at all times constitute a perfected, continuing security interest therein, prior to all other liens, charges or other encumbrances on such Collateral except as specifically contemplated by the Facility Documents.

7. Remedies.

Upon the occurrence and during the continuation of an Event of Default, the Bank will have the rights and remedies under the UCC and the other rights granted to the Bank under this Agreement and may exercise its rights without regard to any Pledgor’s basis or holding period for any Collateral.

Upon the occurrence and during the continuation of an Event of Default, the Bank may sell in the Borough of Manhattan, New York City, or elsewhere, in one or more sales or parcels, at the price as the Bank deems best, for cash or on credit or for other property, for immediate or future delivery, any item of the Collateral, at any broker’s board or at public or private sale, in any manner permissible under the UCC and the Bank or anyone else may be the purchaser of such Collateral and hold it free from any claim or right including, without limitation, any equity of redemption of any Pledgor, which right each Pledgor expressly waives.

Upon the occurrence and during the continuation of an Event of Default, the Bank may also, in its sole discretion: (i) convert any part of the Collateral Currency into the Liability Currency; (ii) hold any monies or proceeds representing the Collateral in a cash collateral account in the Liability Currency or other currency that the Bank reasonably selects; (iii) invest such monies or proceeds on behalf of the Pledgors; and (iv) apply any portion of the Collateral, first, to all costs and expenses of the Bank, second, to the payment of interest on the Liabilities and any fees or commissions to which the Bank may be entitled, third, to the payment of principal of the Liabilities, whether or not then due, and fourth, to the Pledgors.

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8. Jurisdiction.

To the maximum extent not prohibited by applicable law, each of the Pledgors and the Bank hereby irrevocably: (i) submit to the exclusive jurisdiction of any New York state or United States federal court sitting in New York City over any action or proceeding arising out of this Agreement; (ii) agree that all claims in respect of such action or proceeding may be held and determined in such New York state or federal court; (iii) agree that any action or proceeding brought against the Bank may be brought only in a New York state or United States federal court sitting in New York City; and (iv) waive any defense on the basis of an inconvenient forum.

Each of the Pledgors and the Bank agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit or proceeding in such state and hereby waives any defense on the basis of an inconvenient forum. Each of the Pledgors agrees that service of process in any such action or proceeding may be made upon The Invus Group, LLC (the “Agent”), located at 750 Lexington Avenue, 30th Floor, New York, New York, 10022, and each of the Pledgors hereby irrevocably appoints the Agent as its authorized agent to accept such service of process, and agrees that the failure of the Agent to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any proceeding or action based thereon; provided, that the Agent or any other person appointed as an agent for service of process is unable for any reason to act as agent for service of process, then the Pledgors shall immediately appoint another agent satisfactory to the Bank and on terms satisfactory to the Bank; provided, further, that the Bank may at any time require the Pledgors to appoint a process agent satisfactory to the Agent and on terms satisfactory to the Agent. The Pledgors and the Bank further irrevocably consent that process in any such proceeding or action may also be effected by mailing thereof by registered or certified mail, postage prepaid, to any Pledgor at its address specified on the signature page hereof. Nothing herein shall affect the right of the Bank to serve legal process in any other manner permitted by law.

9. Waiver of Jury Trial.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLEDGORS AND THE BANK EACH WAIVE ANY RIGHT TO JURY TRIAL IN ANY CLAIM, DEMAND, ACTION, SUIT OR PROCEEDING RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

10. Notices.

Except as stated otherwise in this Agreement or unless otherwise agreed in writing, notices shall be in writing and shall be given to the Bank and the Pledgors at their respective telecopier numbers (confirmed by telephone to their respective telephone numbers) or addresses set forth in the signature pages of this Agreement, or such other telecopier (and telephone) number or address communicated in writing by either such party to the other. Notices shall be effective upon receipt.

11. Unconditional Obligations; Solvency.

Each of the Pledgors agrees that: (i) its’ obligations under this Agreement are absolute and unconditional irrespective of: (a) any change in the amount, time, manner or place of payment of, or in any other term of, all or any of the Facility Documents or the Liabilities, or any other amendment or waiver of or any consent to departure from any of the terms of any Facility Document or the Liabilities; (b) any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release or non-perfection of any item of the Collateral, for all or any of the Facility Documents or the Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Facility Document or the Liabilities; (d) without being limited by the foregoing, any lack of validity or enforceability of any Facility Document or the Liabilities; and (e) any other defense, setoff or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Facility Documents or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of, such Pledgor or a guarantor; (ii) as of the date of this Agreement, such Pledgor is not insolvent, nor would it be made insolvent by entering into this Agreement or performing its obligations under this Agreement.

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12. Limited Recourse.

(a) Notwithstanding anything to the contrary in this Agreement, the Bank hereby acknowledges and agrees that Invus shall be liable for any claims in respect of the Liabilities only to the extent of the Invus Collateral and accordingly, the liability of Invus in respect thereof shall not exceed and shall be limited to an amount equal to that received by the Bank as a result of the enforcement of the security created by this Agreement. Any claim in respect of the Liabilities after the realization of the Invus Collateral and the application of the proceeds thereof in accordance with this Agreement shall be extinguished and thereafter there shall be no further claim against Invus. For the avoidance of doubt, the foregoing shall not act to limit the Bank’s rights against the Borrower with respect to the Borrower’s payment obligations under this Agreement.

(b) The obligations of the Borrower and Invus respectively under or in connection with this Agreement are solely the obligations of the Borrower and Invus respectively. It is expressly agreed that no recourse shall be had or action may be taken, directly or indirectly, for the payment of any amount owing in respect of this Agreement or for any other obligation or agreement, or breach thereof, or any covenant, representation or warranty of the Borrower or Invus under this Agreement or claim arising out of or based upon this Agreement or any other agreement, instrument, certificate or document in connection herewith, against any partner, affiliate, member, shareholder, employee, officer, manager, director, organizer or incorporator of the Borrower or Invus, or against any partner, affiliate, member, shareholder, employee, officer, manager, director, organizer or incorporator of any of the foregoing.

13. Miscellaneous.

(a) The obligations, representations and warranties of the Borrower hereunder shall be joint and several, and the obligations, representations and warranties of the Borrower and Invus shall be several. This Agreement shall be binding on each of the Pledgors and their respective successors and permitted assigns and shall inure to the benefit of the Bank and its successors and assigns, except that the Pledgors may not assign or delegate any of their obligations hereunder without the prior written consent of the Bank.

(b) No amendment or waiver of any provision of this Agreement nor consent to any departure by the Pledgors or the Bank will be effective unless it is in writing and signed by each of the Pledgors and the Bank and will be effective only in that specific instance and for that specific purpose. No failure on the part of the Pledgors or the Bank to exercise, and no delay in exercising, any right will operate as a waiver or preclude any other or further exercise or the exercise of any other right.

(c) The rights and remedies in this Agreement are cumulative and not exclusive of any rights and remedies which the Pledgors and the Bank may have under law or under other agreements or arrangements between the Bank and the Pledgors.

(d) The provisions of this Agreement are intended to be severable. If for any reason any provision of this Agreement is not valid or enforceable in whole or in part in any jurisdiction, that provision will, as to that jurisdiction, be ineffective to the extent of that invalidity or unenforceability without in any manner affecting the validity or enforceability in any other jurisdiction or the remaining provisions of this Agreement.

(e) The Pledgors hereby waive presentment, notice of dishonor and protest of all instruments included in or evidencing the Liabilities or the Collateral and any other notices and demands, whether or not relating to those instruments.

(f) This Agreement is governed by and construed according to the law of the State of New York, and with the laws of the United States of America as applicable.

(g) This Agreement and the security interest granted hereby shall terminate with respect to all Liabilities and any liens arising therefrom shall be automatically released upon termination of the Commitment pursuant to the Note and payment in full of all Liabilities (other than contingent indemnification obligations not yet accrued and payable). Such termination shall not in any way affect or impair the rights and obligations of the parties hereto relating to any transactions or events prior to such termination, and all indemnities by the Borrower arising under the Facility Documents shall survive such termination.

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(h) If after receipt of any payment of, or the proceeds of any Collateral for, all or any part of the Liabilities, the Bank is compelled to surrender or voluntarily surrenders such payment or proceeds to any person because such payment or application of proceeds is or may be avoided, invalidated, recaptured, or set aside as a preference, fraudulent conveyance, impermissible setoff or for any other reason, whether or not such surrender is the result of (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Bank, or (ii) any settlement, compromise or other agreement by the Bank with respect to any claim as to any of the foregoing with any person (including the primary obligor with respect to any of the Liabilities), then the Liabilities or part thereof affected shall be reinstated and continue and this Agreement shall be reinstated and continue in full force as to such Liabilities or part thereof as if such payment or proceeds had not been received, notwithstanding any previous cancellation of any instrument evidencing any such Liabilities or any previous instrument delivered to evidence the satisfaction thereof or the termination of this Agreement.

(i) The Pledgors acknowledge, agree and confirm that they share common interests as members of an affiliated group of companies, and the loans extended by the Bank to the Borrower under the Note will enhance the financial strength, stability and operations of such group, and therefore each of the Pledgors will benefit from the extension of such loans.

14. Prior Agreement.

This Agreement amends and restates in its entirety and is in replacement of and substitution for, but not in repayment of liabilities under, the Collateral Agreement dated May 2, 2016 (the “Existing Collateral Agreement”) by Artal International and Artal Luxembourg in favor of the Bank. This Agreement renews, extends and continues all security interests existing under the Existing Collateral Agreement (although the terms, provisions and conditions of such security interests shall hereafter be governed in all respects by this Agreement), and all collateral under the Existing Collateral Agreement shall continue and be deemed to be “Collateral” for all purposes of this Agreement.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of this 5^th day of May, 2017.

Artal International S.C.A.

Artal International S.C.A., Geneva Branch

Telecopier: +41 22 310 52 72

Telephone: +41 22 810 36 06

Electronic mail: tedeschi@artal.com and darimont@artal.com

Artal Luxembourg S.A.

Telecopier: +352 22 42 59 22

Telephone: +352 22 42 59 1

Electronic mail: goffard@artal.com, tedeschi@artal.com and darimont@artal.com

Artal Luxembourg S.A., Geneva Branch

Telecopier: +41 22 310 52 72

Telephone: +41 22 810 36 33

Electronic mail: tedeschi@artal.com and darimont@artal.com

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Invus, L.P.

Address for notices:

c/o The Invus Group LLC

750 Lexington Avenue

New York, NY 10022

Telecopier: 212-371-1829

Telephone: 212-371-1717

Electronic mail: rd@invus.com; tedeschi@artal.com; darimont@artal.com

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ACCEPTED:

Address for notices to the Bank:

JPMorgan Chase Bank, N.A.

270 Park Avenue

New York, New York 10017-2070

Attn: Jennifer D. Zambri

Telecopier: 212-464-2892

Telephone: 212-464-1912

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