Roxio to Acquire Assets of Napster

Santa Clara, California - (November 15, 2002) - Roxio, Inc. (Nasdaq: ROXI), the Digital Media Company®, provider of the best selling digital media software in the world, announced today that it has entered into a definitive agreement to acquire substantially all of the assets of Napster, Inc. As part of the transaction, Roxio will receive all of Napster's intellectual property including its technology patent portfolio. Roxio is not assuming any of Napster's liabilities, including pending litigation. Roxio's purchase of Napster's assets is subject to approval of the bankruptcy court.

Roxio's President and CEO Chris Gorog commented, "Roxio's acquisition of Napster will expand our role in the digital media landscape and enhance our offerings to consumers. We look forward to continuing to work with our partners in the entertainment industry and will be announcing further plans in the coming months."

A Frequently Asked Questions (FAQ) regarding this transaction follows below.

Safe Harbor Statement

The matters discussed relating to Roxio in this press release, in particular matters related to Roxio's OEM relationships, include forward-looking statements that are subject to certain risks and uncertainties, including delays in product development, competition in the software industry, and failure to maintain OEM relationships, that could cause actual results to differ materially from those projected. Additional information on these and other factors are contained in Roxio's reports filed with the Securities and Exchange Commission (SEC), including the Company's Annual Report on Form 10-K as filed with the SEC on July 1, 2002 and Quarterly Report on Form 10-Q as filed with the SEC on November 13, 2002, copies of which are available at the website maintained by the SEC at Roxio assumes no obligation to update the forward-looking statements included in this press release.

About Roxio

Roxio, a division of Sonic Solutions, develops and markets the best-selling digital media software in the world. Roxio offers award-winning software products for CD/DVD burning, photo editing and video editing and has an installed base of over 150 million users. Roxio distributes its products globally through strategic partnerships with major hardware manufacturers, through leading retailers, through Internet partnerships and through direct sales at Roxio's parent company, Sonic Solutions (NASDAQ: SNIC; is the leader in digital media software and provides a broad range of software tools and applications for creative professionals, business and home users and technology partners. Sonic's products range from professional DVD authoring systems and interactive content delivery technologies that are used to produce the majority of Hollywood movies released on DVD, to the award-winning Roxio- and Sonic-branded CD and DVD creation, playback and backup applications that have become the premiere solutions for consumers and business users worldwide. Sonic's AuthorScript® is the de facto standard for CD and DVD burning and formatting and has been licensed by major software and hardware manufacturers, including Adobe, Broadcom, Microsoft, Scientific-Atlanta, Sony, and many others. Sonic Solutions is headquartered in Marin County, California.

Sonic, the Sonic logo, Sonic Solutions, Roxio, MyDVD, CineMagic, Plug & Burn, LiveShare, Roxio Easy Media Creator, and AuthorScript are trademarks or registered trademarks of Sonic Solutions or its subsidiaries in the United States and/or other countries. Dolby is a trademark of Dolby Laboratories. All other company or product names are trademarks of their respective owners and, in some cases, are used by Sonic Solutions under license. Specifications, pricing and delivery schedules are subject to change without notice.


Roxio to Acquire Assets of Napster

Q: Why is Roxio purchasing Napster's Assets?

A: We feel that Napster has value that is synergistic with Roxio's current digital media offerings and long-term vision for the future of digital media and entertainment.

Q: What filings have been submitted toward the proposed transaction?

A: Today, November 15, 2002, Napster will file a sale order motion with the Delaware bankruptcy court to sell Napster's assets.

Q: When is the deal expected to close?

A: Closure is subject to the approval of the bankruptcy court, which is expected on November 27, 2002.

Q: What is the proposed purchase price?

A: Pursuant to the legal filings with the Delaware court, we have offered $5 million in cash and 100,000 warrants to purchase Roxio common stock.

Q: What are the terms of this deal?

A: Roxio will purchase substantially all of Napster's assets, including the company's intellectual property (several technology patents).

Q: Does Roxio inherit Napsters' liabilities in this proposed transaction?

A: No, Roxio is not subject to any of Napster's liabilities, including pending litigation.

Q: After the completion of the transaction, what is Roxio's strategy for Napster?

A: Following the close of the transaction, we will provide consumers and investors a strategic vision of how Napster will expand Roxio's role in the digital media landscape and enhance our offerings to consumers.