Exhibit 99.1

MEMORANDUM OF UNDERSTANDING

WHEREAS, the parties to the consolidated action in the Court of Chancery of the State of Delaware (the “Delaware Court”), styled In re Clarient, Inc. Shareholders Litigation, Consol. C.A. No. 5932-CC (the “Delaware Action”), and the parties to the related, consolidated action pending in the Superior Court of California, County of Orange, styled Silverberg v. Clarient, Inc., et al., Master File No. 30-2010-00419685-CU-MC-CXC (the “California Action”), have reached an agreement-in-principle providing for the settlement of the Delaware Action and the California Action (together, the “Actions”) on the terms and subject to the conditions set forth below;

WHEREAS, on October 22, 2010, Clarient, Inc. (“Clarient” or the “Company”) entered into a merger agreement (the “Merger Agreement”) with General Electric Company (“GE”) and Crane Merger Sub, Inc. (“Merger Sub”) pursuant to which, among other things, GE Healthcare, a unit of GE, through Merger Sub, a wholly-owned subsidiary of GE, will acquire all of the common stock, par value $0.01 per share (the “Common Stock”), and Series A Convertible Preferred Stock, par value $0.01 per share (the “Preferred Stock”), of Clarient at a price of $5.00 per share of Common Stock and $20.00 per share of Preferred Stock by means of a cash tender offer (the “Tender Offer”) followed by a second-step merger (collectively, and together with any amendments or modifications to the terms or conditions thereof, the “Proposed Transaction”);

WHEREAS, on October 22, 2010, Safeguard Delaware, Inc. (“Safeguard”) and Oak Investment Partners XII, Limited Partnership (“Oak,” and together with Safeguard, the “T&S Parties”), as stockholders of Clarient, entered into tender and support agreements with GE and Merger Sub (the “T&S Agreements”);

WHEREAS, the Tender Offer is scheduled to expire at 12:00 midnight, New York City time, on December 6, 2010;

WHEREAS, following the announcement of the Proposed Transaction on October 22, 2010, putative stockholder class action complaints were filed in the Delaware Court and the California Court against various combinations of GE, GE Healthcare, Merger Sub, Clarient, the individual members of the board of directors of Clarient (the “Clarient Directors”), and the T&S Parties (collectively, except for GE Healthcare which is no longer named as a defendant in the Delaware Action, the “Defendants”). The complaints generally allege, among other things, that the Clarient Directors, Clarient, and the T&S Parties breached fiduciary duties owed to the public stockholders of Clarient in connection with the Proposed Transaction, and that GE, Merger Sub, Clarient, and the T&S Parties aided and abetted such breaches;

WHEREAS, the following three putative stockholder class actions were filed in the Delaware Court: (1) Kurzweil v. Clarient, Inc., et al., C.A. No. 5932-CC (the “Kurzweil Action”); (2) Silverberg v. Clarient, Inc. et al., C.A. No. 5947-CC (the “Silverberg Action”); and (3) Hill v. Clarient, Inc., et al., 5968-CC (the “Hill Action”);

WHEREAS, the following seven putative stockholder class actions were filed in the Superior Court of California, County of Orange (the “California Court”): (1) Silverberg v. Clarient, Inc., et al., Case No. 30-2010-00419685-CU-MC-CXC (the “Silverberg California Action”); (2) Southwest Ohio Regional Council of Carpenters Pension Plan v. Clarient, Inc., et al., Case No. 30-2010-00420060-CU-BT-CXC (the “Southwest Ohio California Action”); (3) Haege v. Andrews, et al., Case No. 30-2010-00420464-CU-SL-CXC (the “Haege California Action”); (4) Sassone v. Clarient, Inc., et al., Case No. 30-2010-00421188-CU-BT-CXC (the “Sassone California Action”); (5) Sigl v. Clarient, Inc., et al., Case No. 30-2010-00421194-CU-BT-CXC (the “Sigl California Action”); (6) Greenblatt v. Clarient, Inc. et al., Case No. 30-2010-00421285-CU-SL-CXC (the “Greenblatt California Action”); (7) Sohrabian v. Clarient, Inc., et al., Case No. 30-2010-00421293-CU-SL-CXC (the “Sohrabian California Action”);

WHEREAS, on November 5, 2010, the Delaware Court entered a stipulated order consolidating the Kurzweil Action and the Silverberg Action into the Delaware Action, and appointing the law firms of Stull, Stull & Brody and Abraham, Fruchter & Twersky LLP as Co-Lead Counsel for Plaintiffs, the law firm of Rigrodsky & Long, P.A. as Liaison Counsel for Plaintiffs, and the law firm of Weiss & Lurie as additional Plaintiffs’ Counsel;

WHEREAS, on November 5, 2010, GE filed with the Securities and Exchange Commission (the “SEC”) a Schedule TO commencing the Tender Offer (together with any exhibits or amendments thereto or restatements thereof, the “Schedule TO”);

WHEREAS, also on November 5, 2010, Clarient filed with the SEC a Schedule 14D-9 that included, among other things, the Clarient Directors’ unanimous recommendation that Clarient’s stockholders accept the Tender Offer and tender their shares of Common Stock and Preferred Stock and, if required, adopt the Merger Agreement and approve the merger of Merger Sub with and into Clarient (together with any exhibits or amendments thereto or restatements thereof, the “Schedule 14D-9”);

WHEREAS, on November 11, 2010, the plaintiffs in the Delaware Action filed a Verified Consolidated Amended Class Action Complaint, which included allegations that, among other things, the disclosures made in connection with the Proposed Transaction in the Schedule 14D-9 were inadequate;

WHEREAS, on November 17, 2010, the California Court entered an order consolidating the Silverberg California Action, the Southwest Ohio California Action, the Haege California Action, the Sassone California Action, the Sigl California Action, the Greenblatt California Action, and the Sohrabian California Action into the California Action;

WHEREAS, on November 23, 2010, the Delaware Court entered a supplemental stipulated order consolidating the Hill Action into the Delaware Action;

WHEREAS, on November 23, 2010 the California Court entered an order appointing the law firm of Robbins Geller Rudman & Dowd LLP as Lead Counsel (“California Lead Counsel”) in the related consolidated action constituting California Action;

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WHEREAS, over the course of discovery, as of the date of this Memorandum of Understanding (the “MOU”), the plaintiffs in the Actions (“Plaintiffs”) have reviewed and analyzed over 17,000 pages of documents produced by Defendants, conducted the deposition of Clarient’s chief executive officer, who also serves as Vice Chairman of Clarient’s board of directors, and worked with a retained financial expert to evaluate financial and other aspects of the Proposed Transaction;

WHEREAS, counsel for Defendants (“Defendants’ Counsel”) and counsel for Plaintiffs (“Plaintiffs’ Counsel”) have engaged in arms’ length discussions and negotiations regarding a potential resolution of the claims asserted in the Actions;

WHEREAS, in connection with such discussions and negotiations, Plaintiffs’ Counsel proposed to Defendants’ Counsel various supplemental disclosures that Plaintiffs’ Counsel believe should be included in amendments to the Schedule 14D-9;

WHEREAS, in connection with settlement discussions and negotiations, counsel for the parties hereto (the “Parties”) did not discuss the amount or appropriateness of any potential application by Plaintiffs’ Counsel for attorneys’ fees by counsel for plaintiffs in the Delaware Action;

WHEREAS, without in any way admitting or conceding that any additional disclosures are or have been material or required, Defendants acknowledge that the negotiations with Plaintiffs’ Counsel in connection with a potential settlement of the Actions were the cause of the Supplemental Disclosures (defined below) indicated in Exhibit A hereto;

WHEREAS, Defendants have vigorously denied, and continue to deny vigorously all allegations of wrongdoing, fault, liability or damage to any of the respective Plaintiffs or the Class (defined below), deny that they engaged in any wrongdoing, deny that they committed any violation of law, deny that any disclosures in connection with the Proposed Transaction (including the Schedule 14D-9) are in any way deficient, deny that they acted improperly in any way, believe that they acted properly at all times, believe the Actions have no merit, and maintain that they have committed no disclosure violations or any other breach of duty whatsoever in connection with the Proposed Transaction or any public disclosures, but wish to settle for the reasons set forth herein;

WHEREAS, Plaintiffs state that they believe that they brought their claims in good faith and continue to believe that their claims have legal merit;

WHEREAS, the entry by Plaintiffs into this MOU is not an admission as to the lack of any merit of any claims asserted in the Actions;

WHEREAS, the Parties recognize the time and expense that would be incurred by further litigation and the uncertainties inherent in such litigation;

WHEREAS, the Parties have reached an agreement in principle set forth in this MOU providing for settlement of the Actions on the terms and conditions set forth below, which would include, but not be limited to, a release of all claims which were or could have been asserted in the Actions;

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WHEREAS, subject to the additional discovery as agreed to herein, Plaintiffs’ Counsel have concluded that the terms contained in this MOU are fair, reasonable, and adequate to the members of the Class (as defined below), and the Parties believe that it is reasonable to pursue the settlement of the Actions based upon the procedures and terms outlined herein and the benefits and protections offered hereby, and the Parties wish to document their agreement in this MOU; and

WHEREAS, the Parties wish to document their agreement in this MOU.

NOW THEREFORE, the Parties have reached the following agreement in principle which, when reduced to a settlement agreement (the “Settlement Agreement”), is intended to be a full and final resolution of the Released Claims (defined below) (the “Settlement”). The Settlement through the Settlement Agreement shall provide for and encompass the following and other customary terms:

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a) for the full and complete discharge, dismissal with prejudice on the merits, settlement and release of, and a permanent injunction barring, any and all manner of claims, demands, rights, liabilities, losses, obligations, duties, damages, costs, debts, expenses, interest, penalties, sanctions, fees, attorneys’ fees, actions, potential actions, causes of action, suits, agreements, judgments, decrees, matters, issues and controversies of any kind, nature or description whatsoever, whether known or unknown, disclosed or undisclosed, accrued or unaccrued, apparent or not apparent, foreseen or unforeseen, matured or not matured, suspected or unsuspected, liquidated or not liquidated, fixed or contingent, including Unknown Claims (defined below), that Plaintiffs or any or all other members of the Class ever had, now have, or may have, whether direct, derivative, individual, class, representative, legal, equitable or of any other type, or in any other capacity, against any of the Released Parties (defined below), whether based on state, local, foreign, federal, statutory, regulatory, common or other law or rule (including, but not limited to, any claims under federal securities laws or state disclosure law or any claims that could be asserted derivatively on behalf of Clarient), which, now or hereafter, are based upon, arise out of, relate in any way to, or involve, directly or indirectly, any of the actions, transactions, occurrences, statements, representations, misrepresentations, omissions, allegations, facts, practices, events, claims or any other matters, things or causes whatsoever, or any series thereof, that were, could have been, or in the future can or might be alleged, asserted, set forth, claimed, embraced, involved, or referred to in, or related to, directly or indirectly, the Actions or the subject matter of the Actions in any court, tribunal, forum or proceeding, including, without limitation, any and all claims which are based upon, arise out of, relate in any way to, or involve, directly or indirectly, (i) the Proposed Transaction or the issuance of any securities in connection therewith, (ii) any deliberations or negotiations in connection with the Proposed Transaction, including the process of deliberation or negotiation by each of Clarient, GE, GE Healthcare, Merger Sub, Safeguard, and Oak, and any of their respective officers, directors, principals, partners, limited partners, stockholders, members or advisors, (iii) the consideration to be received by Class members or by any other Person in connection with the Proposed Transaction, (iv) the Schedule 14D-9, the Schedule TO, or any other disclosures, public filings, periodic reports, press releases, proxy statements or other statements issued, made available or filed relating, directly or indirectly, to the Proposed Transaction, including claims under the federal securities laws within the exclusive jurisdiction of the federal courts, (v) investments in (including, but not limited to, purchases, sales, exercises of rights with respect to and decisions to hold) securities issued by Clarient, GE, Safeguard, Oak, or any their respective affiliates related to the Proposed Transaction, (vi) the

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fiduciary obligations of the Released Parties (defined below) in connection with the Proposed Transaction, (vii) the fees, expenses or costs incurred in prosecuting, defending, or settling the Actions, or (viii) any of the allegations in any complaint or amendment(s) thereto filed in the Actions, including in any of their respective constituent actions (collectively, the “Released Claims”); provided, however, that the Released Claims shall not include the right to enforce the Settlement or any claims for statutory appraisal with respect to the merger of Merger Sub with and into Clarient by Clarient stockholders who properly perfect such appraisal claims and do not otherwise waive their appraisal rights or any claims to enforce this MOU or the Settlement;

b) whether or not each or all of the following persons or entities were named, served with process or appeared in the Actions, that “Released Parties” means (i) Ronald A. Andrews, Andrew Adams, Ann H. Lamont, Peter J. Boni, James A. Datin, Stephen T. Zarrilli, Frank P. Slattery, Jr., Dennis M. Smith, Jr., Gregory D. Waller, Clarient, GE, GE Healthcare, Merger Sub, Safeguard Scientifics, Inc., Safeguard, Oak Investment Partners, and Oak, (ii) any person or entity which is, was, or will be related to or affiliated with any or all of them or in which any or all of them has, had, or will have a controlling interest; and (iii) the respective past, present, or future family members, spouses, heirs, trusts, trustees, executors, estates, administrators, beneficiaries, distributees, foundations, agents, employees, fiduciaries, partners, partnerships, general or limited partners or partnerships, joint ventures, member firms, limited liability companies, corporations, parents, subsidiaries, divisions, affiliates, associated entities, shareholders, principals, officers, managers, directors, managing directors, members, managing members, managing agents, predecessors, predecessors-in-interest, successors, successors-in-interest, assigns, financial or investment advisors, advisors, consultants, investment bankers, entities providing any fairness opinion, underwriters, brokers, dealers, lenders, commercial bankers, attorneys, personal or legal representatives, accountants, insurers, co-insurers, reinsurers, and associates, of each and all of the foregoing;

c) that “Unknown Claims” means any claim that any Plaintiff or any other member of the Class does not know or suspect exists in his, her or its favor at the time of the release of the Released Claims as against the Released Parties, including without limitation those which, if known, might have affected the decision to enter into the Settlement. With respect to any of the Released Claims, the Parties stipulate and agree that upon Final Approval of the Settlement, Plaintiffs shall expressly and each member of the Class shall be deemed to have, and by operation of the final order and judgment by the Delaware Court shall have, expressly waived, relinquished and released any and all provisions, rights and benefits conferred by or under Cal. Civ. Code § 1542 or any law of the United States or any state of the United States or territory of the United States, or principle of common law, which is similar, comparable or equivalent to Cal. Civ. Code § 1542, which provides:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

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Plaintiffs acknowledge, and the members of the Class by operation of law shall be deemed to have acknowledged, that they may discover facts in addition to or different from those now known or believed to be true with respect to the Released Claims, but that it is the intention of Plaintiffs, and by operation of law the members of the Class, to completely, fully, finally and forever extinguish any and all Released Claims, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery of additional or different facts. Plaintiffs acknowledge, and the members of the Class by operation of law shall be deemed to have acknowledged, that the inclusion of “Unknown Claims” in the definition of “Released Claims” was separately bargained for and was a material element of the Settlement and was relied upon by each and all of Defendants in entering into the Settlement Agreement;

d) for a release by Defendants of Plaintiffs and their counsel from all claims arising out of the institution, prosecution, settlement or resolution of the Actions, provided however, that Defendants and Released Parties shall retain the right to enforce in the Court the terms of the Stipulation;

e) that all the Defendants have vigorously denied, and continue to deny vigorously, any wrongdoing or liability with respect to all claims asserted in the Actions, including that they have committed any violations of law, that they have acted improperly in any way, that they have any liability or owe any damages of any kind to Plaintiffs and/or the Class, and that any additional disclosures (including the additional disclosures made in the Supplemental Disclosures) are required under any applicable rule, regulation, statute, or law, but are entering into this MOU and will execute the Settlement Agreement solely because they consider it desirable that the Actions be settled and dismissed with prejudice in order to, among other things, (i) eliminate the burden, inconvenience, expense, risk and distraction of further litigation, (ii) finally put to rest and terminate all the claims that were or could have been asserted against Defendants in the Actions, and (iii) thereby permit the Proposed Transaction to proceed without risk of injunctive or other relief;

f) that Plaintiffs and their counsel believe that the claims they have asserted have legal merit, although they recognize that there are legal and factual defenses to the claims asserted in the Actions that Defendants have raised and might have raised throughout the pendency of the Actions, and that their claims were brought in good faith, but that they are entering into this MOU and will execute the Settlement Agreement because they believe the Settlement is fair, reasonable, adequate, and in the best interests of Plaintiffs and the Class;

g) that all Defendants shall have the right to withdraw from the Settlement in the event that (i) any court temporarily, preliminarily or permanently enjoins or otherwise precludes the Proposed Transaction or any part thereof, or (ii) any claim related to the

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subject matter of the Actions, the Proposed Transaction, or the Released Claims is commenced or prosecuted against any of the Released Parties in any court prior to Final Approval of the Settlement, and (following a motion by any of the defendant Released Parties) such claim is not dismissed with prejudice or stayed in contemplation of dismissal with prejudice following Final Approval of the Settlement. In the event that any such claim is commenced or prosecuted against any of the Released Parties, the Parties shall cooperate and use best efforts to secure the dismissal with prejudice thereof (or a stay thereof in contemplation of dismissal with prejudice following Final Approval of the Settlement);

h) that Plaintiffs shall have the right to withdraw from the Settlement in the event that they determine, after conducting Confirmatory Discovery, that the Settlement is not fair, reasonable, adequate or in the best interests of the Class;

i) for entry of a final and binding judgment dismissing the Delaware Action with prejudice (whether voluntary or involuntary) and, except as set forth in paragraphs 8 and 9 herein, without costs to any Party;

j) that the plaintiffs in the California Action will file a Request for Dismissal under California Rule of Court 3.770 requesting the California Court to dismiss the California Action with prejudice within five (5) business days of Final Approval of the Settlement;

k) that the Settlement, including the payment of attorneys’ fees awarded by the Delaware Court or approved by the California Court, is expressly conditioned upon the consummation of the Proposed Transaction, which includes the merger of Merger Sub with and into Clarient becoming effective under Delaware law; and

l) that in the event the Settlement does not obtain Final Approval for any reason, Defendants reserve the right to oppose certification of any plaintiff class in any future proceedings.

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date when the Settlement receives Final Approval, (ii) consummation of the Proposed Transaction, (iii) the date of an order by the Delaware Court approving any award of fees and expenses becomes final and non-appealable, or (iv) the date on which the Company and any applicable insurer is provided with the payee’s properly executed W-9 and wire transfer information.

(b) California Action. Defendants and the plaintiffs in the California Action agree that the plaintiffs in the California Action (other than plaintiff Silverberg) and their counsel, following Final Approval of the Settlement, in connection with their dismissal of the California Action, shall inform the California Court that Defendants have agreed to pay plaintiffs’ counsel in the California Action $450,000 for their fees and expenses in connection with the California Action, and seek any approval required by the California Court. Defendants and the plaintiffs in the California Action acknowledge and agree that Clarient or its successor(s) in interest shall pay, or cause their respective insurers to pay, fees and expenses in the amount of $450,000, as approved by the California Court, to California Lead Counsel within ten (10) business days after the later of (i) consummation of the Proposed Transaction, (ii) the date when the order by the California Court enters the dismissal of the California Action, or (iii) the date on which the Company and any applicable insurer is provided with the payee’s properly executed W-9 and wire transfer information provided, however, that notwithstanding the foregoing, in the event of an order, judgment or decision reversing, modifying or withdrawing the fee or expense agreement approved by the California Court, on appeal or otherwise, California Lead Counsel agrees to return any and all amounts paid as to which approval has been reversed, modified or withdrawn to Clarient or its successor within ten (10) business days thereafter. The plaintiffs in the Delaware Action and counsel for the plaintiffs in the Delaware Action were not involved in the negotiation of the California fee agreement, are not parties to the California fee agreement and take no position on the California fee agreement.

(c) Only Fee Applications; Award of Fees Not an Impediment to Final Resolution of the Action. Neither any of the Plaintiffs nor any of the Plaintiffs’ Counsel shall make any other application for an award of fees and expenses in connection with the Actions or the subject matter of the Actions. Final resolution by the Delaware Court of the Delaware Fee Application or approval by the California Court of the agreed payments of fees and expenses in the California Action shall not be a precondition to the Settlement or the dismissal of the Actions in accordance with the Settlement, and the Delaware Fee Application may be considered separately from the proposed Settlement. Any failure by the Delaware Court to approve the Delaware Fee Application, or the California Court to approve the payment of fees and expenses to plaintiffs’ counsel in the California Action, in whole or in part, shall have no impact on the effectiveness of the Settlement.

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[Signatures Appear On The Following Pages]

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