ITEM 1.02 Termination of a Material Definitive Agreement

On May 14, 2009, the second closing occurred under that certain Stock Purchase Agreement between Clarient, Inc. ("Clarient") and Oak Investment Partners XII, Limited Partnership, a Delaware limited partnership. A portion of the net proceeds of the second closing was used by Clarient to repay to Safeguard the remaining balance outstanding under that certain Second Amended and Restated Senior Subordinated Revolving Credit Agreement, dated February 27, 2009, as amended, by and between Clarient and Safeguard Delaware, Inc. (the "Safeguard Loan Agreement"). Upon such repayment, the Safeguard Loan Agreement was terminated. A copy of Safeguard's press release relating to such matters is attached hereto as Exhibit 99.1 and is incorporated herein by reference.