English to Spanish Law/Patents Law: Contract(s) indemnification

This is the context:
Indemnification.

(a) By XX (name of the company). XX will indemnify and hold harmless Licensee and its members, managers, directors, officers, shareholders, employees, agents, representatives and affiliates (collectively, the “Licensee Indemnified Parties”), from and against all claims, losses, damages (excluding loss of profits and consequential damages), expenses, judgments, costs and liabilities (including reasonable attorneys’ fees and costs) (collectively, “Losses”) incurred by the Licensee Indemnified Parties arising from XX’s breach of any obligation, representation or warranty contained in this Agreement. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden of proof in establishing the validity and amount of the claim, and VV will have the burden of proof in establishing any defense to such claim. Notwithstanding the foregoing, XX will not be obligated to provide indemnification where there is any admission of guilt by any Licensee Indemnified Party charged with violation of the law as to the distribution of any XX Program.

THANKS FOR ANY HELP! HOW DO WE PUT IN SPANISH THAT"BY"?