SETTLEMENT AND LICENSE AGREEMENT

Exhibit 10.5

SETTLEMENT AND LICENSE AGREEMENT

     This Settlement and License Agreement (“Agreement”) is entered into as of June 19, 2009, by and between Plaintiff, Anthurium Solutions, Inc. (hereinafter referred to as “Anthurium” and more fully defined below) and MedQuist Inc. (hereinafter referred to as “MedQuist” and more fully defined below), by and through their duly authorized representatives.

RECITALS

     WHEREAS, on November 6, 2007, Anthurium initiated a lawsuit in the United States District Court for the Eastern District of Texas, currently styled Anthurium Solutions, Inc. v. MedQuist, Inc., et al., Civil Action No. 2:07-cv-484 (“the Lawsuit”) seeking damages for the alleged infringement of United States Patent No. 7,031,998, entitled “Systems and Methods for Automatically Managing Workflow Based on Optimization of Job Step Scheduling” (hereinafter referred to as “the ‘998 Patent”);

     WHEREAS, MedQuist denies the allegations set forth in the Complaint filed by Anthurium in the Lawsuit, and has asserted affirmative defenses alleging that the ‘998 patent is invalid, not infringed and unenforceable;

     WHEREAS, each party disputes various contentions and claims asserted by the other party in the Lawsuit, and the parties have determined that continued litigation will be time consuming, protracted, and expensive; and

     WHEREAS, in view of the foregoing, Anthurium and MedQuist now desire to settle the Lawsuit, including all current causes of action between Anthurium and MedQuist, without admitting in any way the other party’s claims or arguments, and to grant the release of one another from any and all liability and/or obligations, past or present arising under, out of, or in any manner connected with the alleged infringement of the ‘998 Patent and any other Anthurium Patents (defined below), including, but not limited to, U.S. Patent No. 6,604,124 (the “’124 Patent”), and U.S. Patent Application No. 0195429 A1, and any potential defenses or counterclaims thereto.

     NOW, THEREFORE, Anthurium and MedQuist, after carefully reviewing this Agreement and in exchange for the dismissal and releases of all claims and counterclaims that have been or could have been raised by or against each other in the Lawsuit, for the monetary consideration provided herein, and for other good and valuable considerations, the receipt and sufficiency of which is hereby expressly acknowledged, agree as follows:

1. DEFINITIONS

     1.1. “Anthurium” means, collectively, (i) Anthurium Solutions, Inc., a Delaware corporation, with its principal office located at 470 Atlantic Ave., Fourth Floor, Boston, Massachusetts, (ii) the Anthurium Affiliates and Related Parties, and (iii) the respective assignees and successors-in-interest of each of the foregoing.

     1.2. “Anthurium Affiliates and Related Parties” means (i) any Person that, at any time, directly or indirectly, controls, is controlled by or under common control with Anthurium (including without limitation its assign or successors-in-interest); (ii) A:/SCRIBES, LLC, a

Pennsylvania corporation with principal office at 1012 Robin Drive, West Chester, Pennsylvania, and any Person that, at any time, directly or indirectly, controls, is controlled by or under common control with A:/SCRIBES, LLC. (including without limitation its assigns or successors-in-interest); (iii) Janice Archbold, including her heirs and assigns; and (iv) Timothy Simard, including his heirs and assigns.

     1.3. “Anthurium Patents” means: (i) the ‘998 Patent and United States Patent No. 6,604,124; (ii) any patent owned or controlled by Anthurium as of the Effective Date; (iii) any patent which issues after the Effective Date from an application owned or controlled by Anthurium prior to the Effective Date; and (iv) any and all patents and applications from which any or all of the patents described in subparagraphs (i)-(iii) claim priority or are derived through continued prosecution, division, continuation, continuation-in-part, reissue, reexamination, extension, or foreign prosecution.

     1.4. “Effective Date” shall mean the last date upon which this Agreement has been executed by both Anthurium and MedQuist.

     1.5. “MedQuist” means, collectively, (i) MedQuist Inc., a New Jersey corporation, with its corporate headquarters located at Mount Laurel, New Jersey, (ii) the MedQuist Affiliates, and (iii) the respective assignees and successors-in-interest of each of the foregoing.

     1.6. “MedQuist Affiliate” means any Person, including but not limited to any MedQuist Company, that, at any time, directly or indirectly, controls, is controlled by, or is under common control with, MedQuist (including without limitation its assigns or successors-in-interest). For the purpose of this definition and the definition of Anthurium Affiliates and Related Parties, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities (as to which ownership of 50% or more establishes control) or other interests, by contract or otherwise, including, in the case of a trust, the power to appoint or remove trustees or otherwise direct the trust’s affairs. The terms “is controlled by or “is under common control” have the correlative meanings. For the purposes of clarity and without limitation this definition is expressly intended to cover (a) CBay Systems Holdings, Ltd. (“CBay Holdings”) and the medical transcription companies controlled by CBay Holdings, but (b) is expressly not intended to cover S.A.C. PEI CB Investment, L.P. (“S.A.C.”), or any other companies controlled by S.A.C. (except in their capacity as direct or indirect owner of MedQuist), other than the companies falling under item (a).

     1.7. “MedQuist Company” means MedQuist Inc., MedQuist CM LLC, MedQuist IP LLC, MedQuist Canada Company, MedQuist of Delaware, Inc., MedQuist Transcriptions, Ltd., LCH Australia, Inc., LCH Canada or Speech Machines Limited.

     1.8. “MedQuist Product” means any product, component, device, software, system or service made, used, sold, offered for sale, exported or imported for sale by MedQuist.

     1.9. “Owned or Controlled” means, with respect to a Anthurium’s relationship to a patent, patent application or invention, as of the specified time being (a) owned by Anthurium, (b) owned by a third party that is contractually obligated to assign such patent, patent application or invention to Anthurium and (c) held under license by Anthurium, with the

sufficient rights to grant to MedQuist the rights granted under this Agreement, including without limitation the rights granted under Articles 2 and 3.

     1.10. “Parties” or “Party” means the signatories to this Agreement (Anthurium and MedQuist), collectively and individually.

     1.11. “Patents” means (i) all classes or types of patents, including utility patents, utility models, design patents, invention certificates, reexaminations, reissues, extensions and renewals, in all jurisdictions of the world; and (ii) all applications (including provisional and nonprovisional applications), continuations, divisionals, and continuations-in-part, for these classes or types of patents in all jurisdictions of the world. The term “Patents” does not include any copyrights, trademarks, mask work rights, or trade secret rights.

     1.12. “Person” means a person or legal entity, including without limitation an entity organized as a corporation, partnership, limited liability partnership and limited liability company.

2. RELEASES AND GRANTS

     2.1. Release of MedQuist. In consideration of the releases and rights granted in favor of and to Anthurium in this Agreement, Anthurium hereby releases and discharges MedQuist from any and all past or present claims, demands, actions, causes of action, suits of any kind or nature, rights, damages, costs, losses, expenses and compensation, in each case whether known or unknown, arising from or related to in whole or part any act occurring or circumstance arising on or before the Effective Date, including, without limitation, any infringement of any Patent. For the avoidance of doubt, the foregoing release shall become effective and irrevocable upon the execution of this Agreement and the payment of the amount specified in Section 4.1.

     2.2. Release of Anthurium. In consideration of the releases and rights granted in favor of and to MedQuist in this Agreement, MedQuist hereby releases and discharges Anthurium from any and all past or present claims, demands, actions, causes of action, suits of any kind or nature, rights, damages, costs, losses, expenses and compensation, in each case whether known or unknown, arising from or related to in whole or part any act occurring or circumstance arising on or before the Effective Date, including, without limitation, any claims that were or may have been brought in the Lawsuit, and expressly including all claims that were the subject of MedQuist’s motion to amend its answer and counterclaim. For the avoidance of doubt, the foregoing release shall become effective and irrevocable upon the execution of this Agreement and the payment of the amount specified in Section 4.1.

     2.3. Anthurium License to MedQuist . Subject to the payment provided under Section 4.1, Anthurium hereby grants to MedQuist, and MedQuist hereby accepts, a non-exclusive, non-transferable (subject to Section 8.1), fully paid-up, royalty-free, worldwide license, without the right to sublicense, under the Anthurium Patents to make, have made, use, have used, import, have imported, export, have exported, offer to sell, sell and have sold, MedQuist Products. This license shall continue until the expiration of the last to expire of the Anthurium Patents. For the avoidance of doubt, the license includes “have made” rights which apply to any MedQuist Product covered by an Anthurium Patent that is manufactured or produced by a third party and sold by MedQuist.