STATE COLLEGE, Pa. -- C-COR Incorporated (Nasdaq: CCBL), a global provider of communications transport and access products, software systems, and technical services to the broadband and telecommunications industries, today announced that it has entered into an agreement to acquire the business of Beaverton, Oregon-based nCUBE Corporation, a privately held company and worldwide provider of On Demand media and digital advertising systems, for consideration consisting of 4.5 million shares of C-COR common stock, $35 million of senior, unsecured 5-year convertible notes, $20 million in cash, and the assumption of certain liabilities. At today’s closing price, the aggregate purchase consideration is valued at $89.5 million. The consideration is subject to certain adjustments at closing. The completion of the purchase transaction is subject to customary closing conditions and is expected to be completed in the second quarter of C-COR’s fiscal year 2005. Friedman, Billings, Ramsey & Co., Inc. acted as C-COR’s financial advisor on this transaction.

The purchase of nCUBE follows four significant acquisitions completed by C-COR during 2004 as part of its strategic plan to aggregate essential enabling capabilities—including optical transport equipment, OSS (operations support systems) software, and technical support services—required by the next generation of Internet Protocol (IP) broadband and telecommunications networks. Using digital technology and IP packet-based open standards, these fiber-based networks will carry On Demand subscriber services that will revolutionize communications in the home and business.

With the acquisition of nCUBE, C-COR will bring a set of capabilities that will allow broadband network operators to profitably transition to an IP packet-based, On Demand delivery system in two key ways: first, by building the highway for delivery of optical packet transport services, and second, by helping broadband and telecommunications network operators to more efficiently manage their businesses with the industry’s most complete and sophisticated suite of interoperable back office automation tools for network, content, subscriber, and workforce management.

C-COR anticipates that, in the twelve months following closing, the nCUBE acquisition would add approximately $50 million in net sales and contribute to earnings after the integration is completed, which is expected by the end of C-COR’s fiscal year 2005. With the completion of the purchase, nCUBE will be integrated with C-COR’s current software business unit, and Michael J. Pohl, currently the President and Chief Executive Officer of nCUBE, will become President of the unit.

David Woodle, Chairman and CEO of C-COR, believes that C-COR is fully prepared to deliver to its customers around the world integrated, application-oriented IP solutions for efficiently deploying revenue-generating services, such as On Demand, VoIP, and high-speed data. “Early this year C-COR announced its strategic goal of expediting the acquisition of the technologies and business solutions that will drive the delivery of IP voice, video, and data over increasingly complex broadband and telecommunications networks, not only today but well into the future,” stated Woodle. “With the acquisition of nCUBE and its expertise in the delivery and management of content, we have certainly met our goal. We are ready to enable any broadband network or telecommunications operator to deliver On Demand services. And we can easily extend our deep expertise beyond current HFC infrastructures to the rapidly emerging all-digital IP networks.”

C-COR Corp.

nCube Corp.