Exhibit 10.64 SEPARATION AGREEMENT AND WAIVER AND RELEASE OF ALL CLAIMS

Exhibit 10.64

SEPARATION AGREEMENT
AND
WAIVER AND RELEASE OF ALL CLAIMS

        This Separation Agreement and Waiver and Release of all Claims ("Agreement") is made and entered into by and between Clarient, Inc. (the "Company"), and Heather Creran ("Executive" or "Employee"), who is currently serving as the Executive Vice-President and Chief Operating Officer—Laboratory Services, in connection with the termination of employment of the Executive.

        In resolution of any and all disputes, known and unknown, between the Company and Executive arising from Executive's employment with the Company, Executive's Employment Agreement with the Company, Executive's termination from the Company, or otherwise, and in exchange for the consideration to the Executive made under this Agreement, the Company and Executive covenant and agree as follows:

        1.     Termination of Employment.     Employment of the Executive with the Company and the Company's Affiliates will be terminated effective May 1, 2007 (the "Termination Date"). From and after the Termination Date, Executive shall no longer be employed by, or act in any capacity for, the Company or any of its Affiliates. For purposes of this Agreement, "Affiliate" means Safeguard and Clarient Pathologist, Inc.

        2.     Severance Payments.     In exchange for the covenants and promises of Executive, and subject to all of the terms and conditions contained in this Agreement, the Company agrees as follows:

•         a)    The Company shall pay to Executive an amount equal to six (6) months of Executive's base salary in effect as of the date of this Agreement, less applicable federal, state, and local withholding taxes. Such payments shall be made whether or not Executive obtains new employment during the period commencing on the Termination Date and ending on the six (6) month anniversary thereof (the "Severance Period") and will be made in accordance with the Company's standard payroll procedures; provided, however, that such payments shall cease immediately if Executive violates any provision set forth in this Agreement. The first payment under this provision shall be made by Company on the date when the seven-day release revocation period expires, as set forth in Section 8.

  •         i)     The Company will pay interest on payments that are more than ten days past due at the prime rate at the Company's principal bank (or, if none, Citibank N.A.) plus two percentage points compounded monthly. In addition, the Company will pay all reasonable costs and expenses (including reasonable attorney's fees and all costs of arbitration or court proceedings) incurred by Executive to enforce this agreement or any obligation hereunder but only if Executive is the prevailing party in any such proceeding. If the Company is the prevailing party, Executive will pay all of the Company's reasonable costs and expenses (including reasonable attorneys' fees and all costs of arbitration or court proceedings) incurred in connection with any such proceedings.

          b)    Executive shall be entitled to exercise any options which have become exercisable on or before the Termination Date until the earlier of (i) the first anniversary of the date of termination or (ii) the expiration date of the option.

          c)     Executive shall be eligible to elect continued group health coverage for herself and her eligible dependents in accordance with the rules and regulations of the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"). If Executive chooses such continuation health insurance coverage, the Executive will only pay the amount paid by Executive during her

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  employment and the Company will subsidize the remaining costs which are normally the responsibility of the former employee for six months or until the Executive obtains insurance through another employer, whichever occurs sooner. Thereafter, Executive shall be solely responsible for paying the premiums for COBRA continuation coverage. If Executive ceases to be eligible for COBRA because the Company does not pay the premiums for its existing or group insurance policy or the Company ceases to have a group healthcare plan, the Company will pay Executive, for any portion of the period referred to above during which Executive's COBRA eligibility ceases for such reasons, the amount of the premium it would have had to pay for Executive's coverage under the then existing, or if none, the most recently existing, healthcare insurance policy. Executive should consult with the Company's Manager of Human Resources concerning the process for assuming ownership of and continued premium payments for any life insurance policy.

          d)    Executive shall be paid a "pro rata portion" of her "bonus for the year of termination" (as those terms are hereinafter defined) within fifteen (15) days of the approval of the 2007 Managers Incentive Program (MIP) payout by the Employer's Board of Directors. "Pro rata portion" means the number of days in the calendar year of termination up to and including the Termination Date divided by the total number of days in that full calendar year. The "bonus for the year of termination" means the amount the Executive would have been likely to earn if she had been employed for the full year, as determined in good faith by the Board of Directors of the Company or a committee thereof.

          e)    It is expressly understood by Executive that receipt of all compensation and benefits described above in (a) through (d) of this Section 2 are contingent upon (i) the release of all claims as set forth below in Sections 5 and 6; and (ii) Executive not engaging in Solicitation for a period of one year from the Termination Date as set forth below in Section 4. It is further understood by the Executive that the conditions to receiving severance benefits will not prevent her from obtaining employment or otherwise earning a living at the same general economic benefit as reasonably required by her without losing the severance benefits. The Executive also acknowledges that the provisions contained in this Agreement are reasonable and necessary to protect the legitimate business interests of the Company and that the Company would not have entered into this Agreement in the absence of such provisions. Executive will not be required to mitigate the amount of any payment provided for in this letter by seeking other employment or otherwise.

        3.     Other Payments.     

•         a)    Executive shall be paid all accrued and unpaid salary to the Termination Date and accrued but unused vacation earned through the Termination Date, less applicable federal, state, and local withholding taxes. Executive shall also be reimbursed for all properly reimbursable expenses incurred by her through the Termination Date.

        4.     Non-Solicitation.     Executive shall not alone or in concert with others (A) solicit, entice, or induce any Customer (as defined below) to become a client, customer, OEM, distributor, or reseller of any other person or, firm or corporation with respect to, or provide, products or services which are competitive with products or services then sold or under development by the Company or to cease doing business with the company or authorize or knowingly approve the taking of such actions by any other person, or (B) solicit, entice, or induce directly or indirectly, or hire any person who presently is or at any time during the term of this Agreement is an employee of the Company to become employed by any other person, firm or corporation or to leave his or her employment with the Company or authorize or approve any such action by any other person or entity for a period of one year commencing from the Termination Date. Providing a reference for an employee of the Company will not, however, constitute Solicitation if the employee has decided to leave the employ of the Company,

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is seeking other employment and requests the reference. Nothing in this Section 4 will at any time prohibit Executive from hiring a former employee of the Company whose employment with the Company was terminated through no act of Executive, and who was not solicited directly or indirectly by Executive while the employee was employed by the Company.

• •         (i)    "Customer" means any person or entity that within the two (2) years prior to the Termination Date was a client, customer, OEM, distributor, or reseller of the Company or a bona fide prospect to become any of the foregoing.

        5.     Release of All Claims.     In consideration of Paragraph 2 of this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Employee, on behalf of Employee and her heirs, hereby irrevocably, unconditionally and completely releases, discharges and holds harmless the Company and its Affiliates of and from any and all causes of actions, suits, debts, claims, and demands whatsoever in law or in equity, which she ever had, now has, or hereafter may have or which her heirs, executors or administrators may have, by reason of any matter, cause, or thing whatsoever, from the beginning of her employment with the Company and/or the Company's Affiliates to the date of this Agreement, and particularly, but not without limitation, any claims arising from or relating in any way to her employment or the separation of her employment relationship with the Company, including, but not limited to:

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  Breach of express or implied contract, including any contract of employment, and any employment-related torts or personal injuries (whether physical or mental), including wrongful termination or discharge, intentional or negligent infliction of emotional distress, defam