THIS CORPORATE AGREEMENT (the "Agreement") is entered into as of November 5, 2001 by and between Weight Watchers International, Inc., a Virginia corporation (the "Company"), and ARTAL LUXEMBOURG S. A., a Luxembourg SOCIETE ANONYME ("Artal").

RECITALS

WHEREAS, Artal owns approximately 94% of the outstanding Common Stock (as defined herein) of the Company.

WHEREAS, the Company has filed a registration statement to register a number of shares of its common stock in connection with an initial public offering (the "Initial Public Offering") by certain of its shareholders, including Artal, registered under the Securities Act (as defined herein).

WHEREAS, the parties desire to enter into this Agreement to set forth their agreement regarding certain corporate governance matters and certain other matters with respect to the on-going relationship between the Company and Artal.

AGREEMENTS

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Artal, for themselves and their successors and assigns, hereby agree as follows:

ARTICLE I 
DEFINITIONS

1.1 DEFINITIONS

As used in this Agreement, the following terms will have the following meanings, applicable both to the singular and the plural forms of the terms described:

"ACTION" means any claim, suit, action, arbitration, inquiry, investigation or other proceeding of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) including, without limitation, by or before any court, arbitrator or Governmental Entity.

"AGREEMENT" has the meaning ascribed thereto in the preamble hereto, as such agreement may be amended and supplemented from time to time in accordance with its terms.

"ARTAL" has the meaning ascribed thereto in the preamble hereto.

"ARTAL DIRECTOR" shall mean (i) any director designated by Artal or any Authorized Transferee in accordance with the provisions of Article II and (ii) any director of the Company who at such time as Artal ceases to beneficially own more than 50% of the Total Voting Power of the Company is a director or officer of Artal or The In v us Group, Ltd.

"AUTHORIZED TRANSFEREE" means any Transferee of at least 10%of the Total Voting Power of the Company that pursuant to a negotiated instrument of transfer or related agreement has been granted rights under such provision of this Agreement by Artal or such transferring Authorized Transferee.

"BOARD OF DIRECTORS" means the board of directors of the Company.

"COMMON STOCK" means the common stock, no par value, of the Company, and any other class of the Company's capital stock representing the right to vote generally for the election of directors.

"COMPANY" has the meaning ascribed thereto in the preamble hereto.

"COMPANY LIABILITIES" means all Liabilities, whether arising before, at or after the Initial Public Offering Date, (i) of or in any way relating, in whole or in part, to the Company or any of its Subsidiaries or (ii) arising from the conduct of, in connection with or in any way relating to, in whole or in part, the businesses and operations of the Company or any of its Subsidiaries or the ownership or use of assets or property in connection therewith.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, or any successor statute.

"FINALLY DETERMINED" means, with respect to any Action, threatened Action or other matter, that the outcome or resolution of that Action, threatened Action or matter has either (i) been decided by an arbitrator or Governmental Entity of competent jurisdiction by judgment, order, award or other ruling or (ii) has been settled or voluntarily dismissed and, in the case of each of clauses (i) and (ii), the claimants' rights to maintain that Action, threatened Action or other matter have been finally adjudicated, waived, discharged or extinguished, and that judgment, order, ruling, award, settlement or dismissal (whether mandatory or voluntary, but if voluntary that dismissal must be final, binding and with prejudice as to all claims specifically pleaded in that Action) is subject to no further appeal, vac at u r proceeding or discretionary review.

"GOVERNMENTAL ENTITY" means any government or any state, department or other political subdivision thereof, or any governmental body, agency, authority (including, but not limited to, any central bank or taxing authority) or instrumentality (including, but not limited to, any court, tribunal or grand jury) exercising executive, prosecutorial, legislative, judicial, regulatory or administrative functions of or pertaining to government.

"HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

"INDEMNIFIED PARTY" has the meaning ascribed thereto in Section 5.1.

"INDEMNIFYING PARTY" has the meaning ascribed thereto in Section 5.2.

"INITIAL PUBLIC OFFERING" has the meaning ascribed thereto in the recitals hereto.

详细内容见附件