definiens: as defined under Section 101(52 ) of the B ankruptcy Code, and that Schering shall retain and may fully exercise all of its rights and elections unde r the Bankruptcy Code, including without limitation Section 365(n ) . Such rights shall include, as Schering may elect in a written request, and subject to Schering ’s continuing obligation to make all royalty payments due under this Agreement, the right immediately upo n such request : ( i ) to perform all of the obligations provided in this Agreement to be performed by Viro Pharma including, where applicable and without limitation, providing to Schering portions of any intellectual property related to the Compound and/or Products ( including all embodiments thereof ) held by [COMPANY] and its successors and assigns or that is otherwise availab le to them ; or ( ii ) to require [COMPANY] ( in any c apacity, including debtor - in - possession ) and its successors and assigns ( including, without limitation, a bankr uptcy Trustee ) to provide to Schering all such intellectu al property ( including all embodiments thereof ) hel d by [COMPANY] and such successors and assigns or that is otherwise available to them . Whenever [COMPANY] or any of its successors or assigns provides to Scheri ng any of the intellectual property licensed hereun der ( or any embodiment thereof ) pursuant to this Section 12 .4(a ), Schering shall have the right to perform the obligations of [COMPANY] hereunder with respect to such intellectual property, but neither such provi sion nor such performance by Schering shall release ViroPhar ma from any such obligation or liability for failin g to perform such obligations