Authorization letter from the copyright holder for customs. Import of goods without the consent of the trademark owner

If on individual designation certificate issued by law Russian Federation it is forbidden unauthorized use third parties to get benefits. To be able to label your goods with it, you must obtain permission to use trademark from the owner.

It's in mandatory documented in the form of an agreement. The type of agreement to be concluded is selected based on the terms of the specific transaction. To correctly determine it, you need the help of an experienced lawyer. He will not only draw up a document in full compliance regulations, but will also tell you how to go through the registration procedure.

How is the consent of the copyright holder to use a trademark obtained?

The trademark, logo and any other individual designation of the product are subject to intellectual property. For this reason, the owner can sell them or transfer them for use. Chapter 76 of the Civil Code of the Russian Federation considers both situations in which the rights to marking are transferred from one person to another:

On an ongoing basis

When the owner refuses the designation and transfers it to permanent possession another organization or private entrepreneur in accordance with Article 1488 of the Civil Code of the Russian Federation. Alienation trademark applies to the entire list of goods for which it is registered, or part of them. In the second option, the transfer of rights will be considered partial.

In both cases, an agreement must be concluded between him and the acquirer of the right, which specifies the terms of the transaction. It cannot be free of charge, but its cost may not be indicated in the main contract, but placed in additional agreement to him.

Important! Another important condition: the transfer of rights to the new owner will not be approved if such a transaction entails deception of buyers regarding the origin of the product, its consumer properties and quality.

For temporary use

For this purpose, the owner of the individual designation and another person enter into license agreement(Article 1489 of the Civil Code), which gives permission to use a trademark in certain period. It can be of any length, but the contract must contain a list of goods on which this designation will be affixed.

The transfer of ownership of a trademark can be formalized by a license agreement as exclusive. In this case, the owner of the brand does not have the right to enter into similar contracts with other organizations, individual entrepreneurs. If this condition is not present, then the owner of the trademark is allowed to draw up license agreements with an unlimited number of persons.

The transfer of the right to an individual designation entails consolidated control over the quality of the products that are marked with it. This necessary measure, after all, both the owner and the transferee are equally responsible for the deterioration of the consumer properties of the product.

Important! The contract under which the rights to the marking are alienated and the license agreement must be registered with Rospatent. If this is not done, then the documents will not have legal force, as stated in Article 1490 of the Civil Code of the Russian Federation.

What is the penalty for using a company logo without permission?

When placed on a product trademark, often referred to as a logo, without the permission of the copyright holder, then this product falls under the concept of “counterfeit”, as stated in Article 1515 of the Civil Code of the Russian Federation. It is subject to withdrawal from circulation at the insistence of the owner of the trademark. The exception is those situations when the product has special meaning in the life of society, and its absence on sale will negatively affect consumers. But even in this case, the illegally applied marking must be removed at the expense of the person who violated the legal norms.

Important! The law gives the deceived owner the right to demand that the fraudsters compensate for losses caused by the unauthorized use of an individual designation.

If you prove exact amount damage is impossible, then instead the victim may receive from the violators monetary compensation V double size the cost of illegally labeled products or the price of using a trademark. When problems arise here, the copyright holder is allowed to demand compensation in the amount determined by the court. It varies from ten thousand to five million rubles.

When disagreements arise regarding the legality of using a trademark, both parties to the conflict may benefit from the help of a qualified lawyer. He will understand the current situation, give recommendations on how to get out of it, and draw up Required documents. This will ensure a fair resolution of the problem.

ATTENTION! Due to latest changes due to legislation, the information in the article may be out of date! Our lawyer will advise you free of charge - write in the form below.

How can the consent of the right holder of a trademark that is marked on something purchased abroad be expressed? foreign goods required for its importation and introduction into civil turnover on the territory of the Russian Federation? Service experts explain Legal consulting GARANT Olga Efimova and Arkady Serkov.

Olga Efimova.

According to Art. 1487 of the Civil Code of the Russian Federation does not constitute a violation of the exclusive right to a trademark, the use of this trademark by other persons in relation to goods that were introduced into civil circulation on the territory of the Russian Federation directly by the copyright holder or with his consent. In what form can the consent of the copyright holder be expressed? writing, conclusive actions or some other way? Is this consent a disposal of an exclusive right and does the rules of Art. 1490 of the Civil Code of the Russian Federation on the form and state registration?

According to paragraph 1 of Art. 1484 of the Civil Code of the Russian Federation, the person in whose name the trademark is registered (the copyright holder) has the exclusive right to use the trademark in accordance with Art. 1229 of the Civil Code of the Russian Federation by any contrary to law method (exclusive right to a trademark), including the methods specified in clause 2 of Art. 1484 of the Civil Code of the Russian Federation, in particular, by placing a trademark on goods, including on labels, packaging of goods that are produced, offered for sale, sold, displayed at exhibitions and fairs, or otherwise introduced into civil circulation on the territory of the Russian Federation, or stored or transported for this purpose, or imported into the territory of the Russian Federation (clause 1, clause 2, article 1484 of the Civil Code of the Russian Federation).

Thus, an organization importing goods into the territory of the Russian Federation for the purpose of introducing goods into civil circulation marked goods nym sign acquired in foreign country and introduced into civil circulation in this state directly by the copyright holder or with his consent, must obtain the consent of the copyright holder for the import of such goods into the territory of the Russian Federation and the introduction of such goods into civil circulation in the territory of the Russian Federation (see resolutions of the Federal Antimonopoly Service of the Moscow District dated March 21, 2011 N F05-1528 /2011, Ninth Arbitration court of appeal dated 02/07/2012 N 09AP-26813/11 and FAS Moscow District dated 06/06/2012 N F05-5180/12).

At the same time, the use of this trademark by other persons in relation to goods that were introduced into civil circulation on the territory of the Russian Federation directly by the copyright holder or with his consent is not a violation of the exclusive right to a trademark (Article 1487 of the Civil Code of the Russian Federation). The principle of exhaustion of rights means that the copyright holder cannot prevent the use of the mark in relation to the same goods that are put into civil circulation by himself or with his consent, that is, he cannot exercise his right twice in relation to the same goods supplied to commodity market. The principle of exhaustion of rights has territorial action- the product must be put into civil circulation on the territory of the Russian Federation (see also the resolution of the Federal Antimonopoly Service of the Moscow District dated March 16, 2012 N F05-8429/11).

In this regard, the following must be taken into account.

Arkady Serkov.

According to the first paragraph of clause 1 of Art. 1229 of the Civil Code of the Russian Federation, the copyright holder is a citizen or entity having the exclusive right to the result intellectual activity or a means of individualization (hereinafter referred to as the object of intellectual property), has the right to use such a result or such a means at its own discretion in any way that does not contradict the law. The copyright holder may dispose of the exclusive right to an object of intellectual property (Article 1233 of the Civil Code of the Russian Federation), unless otherwise provided by the Civil Code of the Russian Federation. Clause 1 of Art. 1233 of the Civil Code of the Russian Federation establishes that the copyright holder can dispose of the exclusive right to an object of intellectual property belonging to him in any way that does not contradict the law and the essence of such an exclusive right, including by alienating it under an agreement to another person (agreement on the alienation of an exclusive right) or by granting another person the right use of the corresponding result of intellectual activity or means of individualization in established by the agreement limits (license agreement).

At the same time, in accordance with the second paragraph of clause 1 of Art. 1229 of the Civil Code of the Russian Federation, the copyright holder may, at his own discretion, permit or prohibit other persons from using the intellectual property object.

From the provisions specified standards we can come to the conclusion that the Civil Code of the Russian Federation distinguishes the power of the copyright holder to dispose of the exclusive right to the result of intellectual activity that belongs to him from his right to allow other persons to use such a result. In other words, permission to use an object of intellectual property in one way or another can be given not only within the framework of license agreement, but also within the framework of another agreement or even without concluding an agreement. We can also give examples of such agreements, which by their very essence imply the use of an intellectual property object without the additional consent of the copyright holder, since it is carried out in his interests and precisely on his behalf: provision of services for placing an advertising video, processing architectural project or computer programs, etc.

In this regard, we believe that the copyright holder of a trademark can express his consent to the import into the territory of the Russian Federation and the introduction by the buyer of goods marked with the trademark, not only by concluding a license agreement, but also in other ways, including by including in the purchase agreement sale of goods of such consent or the conditions from which it follows (Article 431 of the Civil Code of the Russian Federation) (this conclusion is indirectly confirmed by the resolution of the Federal Antimonopoly Service of the Moscow District dated July 30, 2008 N KA-A40/5795-08), as well as by committing conclusive actions(clause 1 of article 160, clause 3 of article 434, clause 3 of article 438 of the Civil Code of the Russian Federation). IN the latter case if a dispute arises, the buyer must prove receipt of the consent of the copyright holder (Article 65 of the Arbitration Procedure Code of the Russian Federation). Also, the consent of the copyright holder may follow from his agreement (other relationship) with another person from whom the goods are directly purchased.

In other words, if it follows from the supply (purchase and sale) agreement that the goods are purchased for import into the Russian Federation and the agreement is concluded with the copyright holder himself, consent should be considered knowingly received. If such an agreement is concluded with another person, such consent may follow from the agreement of this person with the copyright holder (for example, if the supply agreement of this person with the copyright holder provides for the right of this person to supply goods marked with the trademark of the copyright holder to Russia) or the nature of their relationship. However, in latest situation In the event of a dispute with the copyright holder, only a court can decide whether this follows from his contract with another person who sold the goods for import into the territory of the Russian Federation.

The texts of the documents mentioned in the experts’ response can be found in the legal reference systemGUARANTEE .

The government will consider whether to allow imports into the country again foreign products without the permission of the owner of the trademark rights. Federal antimonopoly service(FAS), which came up with this initiative, proposed maintaining the ban only for goods whose production is localized in Russia
Parallel import should be legalized, said the head of the FAS Igor Artemyev yesterday (his quotes from Interfax). He proposes to make an exception “for 10-20 years” only for those companies that have localized production in Russia: after all, parallel imports can devalue their investments, but localization must be deep. By the end of October, parallel imports will be discussed at a government meeting, Artemyev said. The prime minister's press secretary, Natalya Timakova, refused to comment on the government's position until the meeting took place. A representative of the Ministry of Economic Development did not respond to Vedomosti’s request.
Now parallel import is prohibited by law: according to Art. 1487 Civil Code, which came into force in 2008, goods can only be imported by the copyright holder himself or with his written permission, otherwise the exclusive right to the trademark will be violated.
Copyright holders previously fought with unofficial importers, demanding that goods be seized at customs, but the Supreme arbitration court in 2009, in the case of confiscation of the Porsche Cayenne, he defended parallel importers: according to his decision, copyright holders in each case need to file a complaint against the violators civil suits. Courts interpret the rule differently and do not always side with the copyright holder. For example, the Ninth Arbitration Court of Appeal allowed Avtologistika to import BMW spare parts without written permission. He pointed out that according to the partnership and cooperation agreement between Russia and the European Union, a product put into circulation by the copyright holder or with his consent in any EU country can subsequently be legally used without restrictions.
Copyright holders actively oppose unofficial imports. Nowadays, judicial practice is increasingly not in favor of parallel importers, says Pepeliaev Group partner Galina Balandina. For example, in November 2011, the court ordered the St. Petersburg companies Bestwatch.ru and Adelia, which sold Longines watches through their online store, to pay the Swiss Longines Watch Co. record 3 million rubles. (maximum by law - 5 million rubles) and forbade the sale of brand watches from now on. The Elitvoda ru company lost the case to Sanpellegrino, which indicated that Elitvoda ru was not one of the official importers of its products, while the company bought water from the official distributor of the brand in the Czech Republic.
After numerous trials Elitvoda ru began purchasing the same products from Russian distributors, says company owner Andrei Gagarin. The main volume of imported products in Russia is not localized, and in the case of, for example, mineral water this is simply impossible, because in Russia there are not the same sources as in Italy, he explains. It is unclear whether the ban proposed by Artemyev applies to drinks of foreign brands that are produced in Russia, he notes: after all, the difference in quality is significant. Such a restriction for cars seems more appropriate, he argues.
For parallel importers, due to high duties, the import of new cars is no longer as attractive as before, so we do not consider it as a problem, explains Oksana Khartonyuk, director of public relations at the Russian representative office of Porsche. But gray imports of spare parts are increasing, she notes: but this practice is very difficult to combat, since batches of such products are more difficult to identify than cars.
Regulation of parallel imports cannot be used to protect companies that localize production in Russia, Balandina believes. A complete ban or complete liberalization is unlikely to be effective; regulation must be based on the conditions of competition in each industry and the protection of consumer rights, she continues. For example, parallel import of electronics and household appliances may be to the detriment of the consumer, because such products require high-quality service, continues Balandina, but it is not clear why limit the supply of cosmetics and perfumes.

Arkhangelsk OFAS Russia revealed violations antimonopoly legislation on the part of Arkada LLC during the lottery regarding the illegal use of Olympic symbols.

According to the press service of the FAS Russia, in the premises of a lottery club on the territory of the Koryazhma municipal district, stickers with Olympic symbols were distributed on lottery equipment without a conclusion relevant agreement with the trademark owner. The stickers were needed to cover the bill acceptors on the machines, that is, to hide the defect of the equipment, since it had previously been used for gambling purposes.

Moreover, similar violations often occur in other cities.

Previously, the FAS established that Management Company is a trustee of the interval mutual investment fund of shares “Regionfinansresurs - Sochi 2014”. At the same time, the designation “Sochi 2014” used by CJSC Management Company “Regionfinansresurs” in the name of the mutual investment fund is identical to the trademark registered by the ANO “Organizing Committee “Sochi-2014”. The copyright holder did not give permission to use this trademark. Meanwhile, without the permission of the copyright holder, no one has the right to use designations similar to his trademark in relation to goods for the individualization of which the trademark is registered, or homogeneous goods, if such use would result in a likelihood of confusion.

The FAS Volga District noted that the importation of goods marked with a trademark into the territory of the Russian Federation without the consent of the copyright holder constitutes an independent violation of the rights of the owner of the trademark.

The FAS indicated that the main purpose of a trademark is to provide a potential buyer with the opportunity to distinguish the marked product of one manufacturer among similar goods another manufacturer. No one has the right to use, without the permission of the copyright holder, designations similar to his trademark in relation to goods for the individualization of which the trademark is registered, or homogeneous goods, if as a result of such use there is a likelihood of confusion. Goods, labels, packaging of goods on which it is illegal a trademark or a designation confusingly similar to it is placed is counterfeit.

The Federal Antimonopoly Service of the Moscow District explained that when establishing the homogeneity of trademarks, the fundamental possibility of the consumer having the idea that these goods belong to the same manufacturer is determined.

The FAS indicated that designations that are identical or confusingly similar, in particular, to trademarks of other persons protected in the Russian Federation, cannot be registered as trademarks, including in accordance with international treaty of the Russian Federation, in relation to homogeneous goods and having an earlier priority. A designation is considered confusingly similar to another designation if it is associated with it as a whole, despite their individual differences. Verbal designations are compared with verbal designations and with combined designations, the compositions of which include verbal elements. The similarity of verbal designations can be sound, graphic and semantic. At the same time, different lengths of verbal elements using different fonts and visual elements contribute to the formation of a different general visual impression when perceiving the compared signs, which weakens the similarity of the disputed designation with the opposing signs.

FAS Central District noted that the use of the results of intellectual activity and means of individualization, which are the object exclusive rights, may be carried out by third parties only with the consent of the copyright holder.

The FAS indicated that the author’s exclusive rights to use a work mean the right to carry out or authorize the following actions: - reproduce the work (the right to reproduce); - distribute copies of the work in any way; - sell, rent, and so on. In turn, counterfeits are copies of works and phonograms, the production or distribution of which entails a violation of copyright and related rights.

FAS Ural district recognized the legality of bringing to administrative responsibility an entrepreneur who sold products with trademarks applied to them in the absence of permitting documents from the copyright holder for the use of these marks.

The FAS indicated that the copyright holder can dispose of the exclusive right to a trademark. The copyright holder may, at his own discretion, allow or prohibit other persons from using the result of intellectual activity or a means of individualization. No one has the right to use, without the permission of the copyright holder, designations similar to his trademark in relation to goods for which the trademark is registered, or homogeneous goods, if as a result of such use there will be a possibility of confusion. The absence of a ban on the use of a trademark is not considered consent to its use. The right to use a trademark can be transferred on the basis of a license agreement.

Parallel import

Despite the fact that we previously published this material on Habrahabr, we are posting it here too.

It is immediately worth noting that there is no legal definition of “parallel import”. Meanwhile, based on the current international practice, parallel imports usually mean the import of “branded” products into the territory of the country where this product is not implemented by the brand copyright holder himself or by another person with the consent of the copyright holder.

Now we can look in more detail at distinctive features parallel imports.

Firstly, an importer is understood as any person who imports original products, and not entities authorized by the copyright holder of the brand (official distributors, dealers, etc.).

Secondly, imported products have distinctive (unique) markings.

Thirdly, there is no permission from the trademark copyright holder to import products (introduction into circulation), that is, the importer and the copyright holder are not in a contractual relationship.

Let's consider a classic scheme with the participation of a Russian entrepreneur.

A Russian entrepreneur travels abroad, where he purchases a batch of original goods for further implementation on Russian market. An entrepreneur is driven by a natural desire to save money, as well as find the most profitable proposition, acceptable terms of cooperation.

After all, purchasing goods at an inflated price from an official distributor is much less profitable than paying more low price manufacturer, established, for example, for third countries.

It turns out that the entrepreneur does not use the official channel (acting through official distributors in the country where they are located), but a “parallel” one. Hence the name of the entire mechanism - “parallel import” or “gray import”. However, in this part, let’s assume that the reader of this material has received confirmation of the information he already has.

To answer this question, it is worth starting by revealing the main category used in the issue under consideration, namely the principle of exhaustion of rights.

The essence this principle boils down to the following.If the copyright holder has sold (introduced into civil circulation) his products, then he loses the right to subsequently dictate to the new owners of the products the terms of their sale, to make demands arising from a violation of trademark rights (for example, to pay compensation), and to prevent further resale of goods.

The consolidation of this principle is due to the desire to ensure equality between the interests of the copyright holder and the interests of the state (society).

There are three types of the principle of exhaustion of rights (hereinafter also referred to as PIP): national, international and regional.

The national principle provides for the exhaustion of the exclusive rights of the copyright holder only if the product is put into circulation within the country. Despite the repeated sale of goods abroad, the consent of the trademark owner is required to import goods into a country with a valid national PIP. Or in other words, the introduction of a product into circulation in the country of production of the product means the exhaustion of exclusive rights to a trademark only in this country, and not automatically in all other countries of the world.

The international principle presupposes the exhaustion of the exclusive right to a trademark in relation to products that have been put into circulation, both in the country of production of the goods and in any other country in the world.

The regional principle differs from the international principle on the basis of territoriality; the sale of “branded” products in the territory of one of the regions entails the exhaustion of the exclusive right to the brand in other regions.

In the Russian Federation there is a national principle of exhaustion of exclusive rights, in the EU it is regional, and, for example, in China it is international.

In Russian legislation, the national PIP is enshrined directly in Art. 1487 of the Civil Code of the Russian Federation, which provides for the exhaustion of the exclusive right to a trademark in relation to those goods that were put into circulation on the territory of the Russian Federation directly by the copyright holder or with his consent.

It turns out that the consent of the brand's copyright holder must be obtained to import goods with original labeling into the Russian Federation.

According to the current Russian legislation any use of a trademark without the consent of the copyright holder is illegal (Article 1484 of the Civil Code of the Russian Federation). IN the said article only sample list possible ways use of a trademark.

Import of products marked with a trademark is independent form use of a trademark.

Importing original products without the consent of the brand's copyright holder is an illegal use of the copyright holder's brand, for which civil liability is provided.

The right holder of a trademark has the right to use the methods of protection that are provided for general norm- art. 1252 of the Civil Code of the Russian Federation (requirement for recognition of rights, prohibition of use, etc.), as well as special - Art. 1515 of the Civil Code of the Russian Federation (demand for payment of losses or compensation).

The above rights also apply to foreign trademark holders whose rights were violated as a result of the parallel import of their products into Russia. Most often, copyright holders affected by parallel imports make demands on the importer to prohibit the introduction of labeled products into circulation, including a ban on import, sale, offer for sale, as well as a requirement to pay compensation. The amount of compensation collected usually varies from 1 million rubles. up to 5 million rubles True, courts usually award only half of the declared amounts of compensation.

Thus, the court satisfied the demands of the companies-rightholders of the trademarks “LONGINES”, “OMEGA”, “RADO” to recover compensation from the defendants for offering for sale in the Russian Federation original watches, although in a smaller amount than the declared amount - 2.5 million rubles each. in favor of each of the plaintiffs. At the same time, the court did not accept the argument of one of the defendants about the impossibility of distributing territorial principle exhaustion of rights to the Internet ( Determination of the Supreme Arbitration Court of the Russian Federation on the refusal to transfer the case to the Presidium of the Supreme Arbitration Court of the Russian Federation dated July 15, 2014. No. VAS-12583/13).

IN judicial practice You can also find record low amounts of compensation that the trademark owner presents to the importer. For example, in one of the cases, the copyright holder of a trademark on medical equipment demanded that the importer pay compensation in the amount of 20 thousand rubles. ( The Court's ruling on intellectual rights dated June 19, 2014 in case No. A76-17672/2013).

But the copyright holder of the KRUSOVICE brand was unlucky; the court reduced the amount of compensation from 1 million rubles. (10 thousand rubles for each violation - 100 bottles with original markings were imported) up to 30 thousand rubles. ( Resolution of the Moscow District AS dated February 25, 2013. in case No. A40-23850/12-27-216).

Can the copyright holder demand that the importer withdraw from circulation the goods imported by him? original goods and destroy.

These demands, namely, withdrawal from circulation and destruction at the expense of the violator, can be stated by the trademark owner only in relation to counterfeit goods. According to current norm(Article 1515 of the Civil Code of the Russian Federation), counterfeit goods mean goods on which a trademark or a confusingly similar designation is illegally placed. In other words, a counterfeit is always a fake.

For example, in wide famous case with the participation of the copyright holder of the Porsche Cayenne S brand, the court found no grounds for recognizing the imported cars as counterfeit. After all, the cars had original markings, which were applied by the copyright holder themselves. ( Resolution of the Supreme Arbitration Court of the Russian Federation dated February 3, 2009 in case No. A40-9281/08-145-128).

An item of parallel import is not a counterfeit product due to the fact that it was produced and labeled without violating the exclusive rights of third parties. This means that copyright holders cannot punish importers with sanctions civil liability provided for the sale of counterfeit goods. Yes, manufacturer motor oils"MAGNATEC" and "EDGE" filed a lawsuit against the company "CASTROL LIMITED", in particular, with demands for the seizure and destruction of illegally imported products, calling them counterfeit. Meanwhile, the court refused to satisfy the requirements for the reasons stated above ( Resolution of the Intellectual Rights Court dated October 24, 2013 in case No. A53-33004/2012).

Parallel imports were not always outside the civil law field. Thus, three years ago, the courts were more loyal to violators than to indignant brand rights holders. The number of denials of claims significantly exceeded the number of judicial decisions issued in favor of copyright holders. The judges' reasoning boiled down to the following: since the copyright holder of the brand introduced the goods into circulation abroad, it means that his exclusive rights have been exhausted, which means that his demands are inappropriate. Thus, the courts, for some reason, adhered to international principle exhaustion of exclusive rights when actually secured in Russia national principle. It is not surprising that the majority similar decisions were overturned by higher courts.

Parallel import and administrative responsibility

Of course, for parallel imports, violators are subject to some civil liability sanctions, but what about administrative penalties?

Behind illegal use trademark provides for administrative liability (Article 14.10 of the Administrative Code). From arbitration practice, in particular, from the Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated February 17, 2011 No. 11, it is clearly seen that the sanctions of Art. 14.10 of the Code of Administrative Offenses apply only to persons engaged in the production and sale of counterfeit goods. Thus, entrepreneurs practicing parallel imports can easily exhale; administrative liability for the illegal import of unique goods does not promise them.

It was described above what legal levers can be used by copyright holders whose rights have been violated as a result of parallel imports. What counterarguments do violators most often use?

Let's list some of them.

The offender’s argument that he is importing goods not for commercial sale, gives the impression of mere baby talk and is immediately rejected by the courts as unfounded.

The key argument in the defendant’s position is his argument that the actions of the copyright holder are aimed at limiting competition and are nothing more than an abuse of right. In fact, the above arguments also reflect the position of the FAS, which actively advocates the legalization of the type of import in question in Russia. The positive effect of this would be expressed in stimulating competition, expanding channels for the supply of goods, as well as satisfying the interests of the end consumer.

Naturally, all of the above does not at all meet the interests of international companies that want to have a monopoly on their products and calmly dictate the terms of their sale to distributors.