The deal, expected to close later this month, is subject to the approval of the bankruptcy court handling Napster's case.
Roxio said it will receive all of Napster's intellectual property, including its technology patent portfolio, but will not assume any of Napster's liabilities, including pending litigation.
The company said it will offer details about how it will use Napster's technology to "expand Roxio's role in the digital media landscape" after the deal closes.
Roxio has been making inroads into online music. It recently signed awith EMI Group, allowing it to let customers make permanent downloads of songs, transfer songs to portable devices such as MP3 players and burn CDs with songs downloaded from the services.
Napster in some ways revolutionized the way many people get music. But while its technology was wildly popular, it never came up with a profitable. Besieged by lawsuits from the music industry, the company filed for in June. German media conglomerate Bertelsmann had tried to buy the company, but that deal was
Roxio will pay $5 million in cash and 100,000 warrants in Roxio stock for the assets. Roxio closed Thursday at $3.38 on Nasdaq.