Roxio will acquire all Napster's intellectual property, including its technology portfolio. Roxio will not take on any of Napster's outstanding liabilities.
The deal is subject to the approval of the bankruptcy court, which is expected on November 27. Roxio is offering $5 million in cash.
Roxio president and CEO Chris Gorog promised that, following the close of the transaction, he will "provide consumers and investors with a strategic vision of how Napster will expand Roxio's role in the digital-media landscape, and enhance our offerings to consumers".