<PAGE>

                                                                     EXHIBIT 4.2


                         REGISTRATION RIGHTS AGREEMENT


     THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), which shall be
effective as of May 17, 2001, is made and entered into by and between ROXIO,
INC., a Delaware corporation (the "Company"), and VIRGIN HOLDINGS, INC., a
Delaware corporation (the "Investor").

                                R E C I T A L S

     WHEREAS, the Company and the Investor are parties to that certain Stock
Purchase Agreement, dated as of May 17, 2001 (the "Purchase Agreement"),
pursuant to which the Investor proposes to purchase 235,294 shares of Common
Stock (defined below) of the Company;

     WHEREAS, the Company and the Investor are parties to that certain Warrant
Agreement, dated as of May 17, 2001 (the "Warrant Agreement"), pursuant to which
the Company shall issue to the Investor a warrant (the "Warrant") to purchase
117,647 shares of Common Stock; and

     WHEREAS, the Company has agreed to provide the registration rights set
forth in this Agreement with respect to the "Registrable Securities" (defined
below).

     NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants and agreements herein contained, the parties, intending to be legally
bound, hereby agree as follows:

1.   Definitions.  For purposes of this Agreement:
     -----------

     (a)  the term "Affiliate" has the meaning set forth in Rule 501(b) of
          Regulation D promulgated under the Securities Act of 1933, as amended
          (the "1933 Act");

     (b)  the term "Common Stock" means the Company's authorized voting common
          stock, $0.001 par value, and any class of securities issued in
          exchange for the Common Stock or into which the Common Stock is
          converted;

     (c)  the term "Registrable Securities" means:  (i) all shares of Common
          Stock issued upon exercise of the Warrant, (ii) the shares of Common
          Stock purchased pursuant to the Purchase Agreement,  and (iii) any
          Common Stock of the Company issued as (or issuable upon the conversion
          or exercise of any warrant, right or other security which is issued
          as) a dividend or other distribution with respect to, or in exchange
          for or in replacement of any such Common Stock, excluding in all
          cases, any shares of Common Stock that are sold by the Investor in a
          transaction in which its rights under this Agreement are not assigned;

     (d)  the term "Registration Expenses" means the reasonable fees and
          disbursements of one primary counsel to the Investor up to an
          aggregate of $25,000 and all expenses incurred by the Company in
          complying with Section 2 hereof, including,
<PAGE>

          without limitation, all registration and filing fees, underwriters'
          expense allowances, printing expenses, fees and disbursements of
          counsel for the Company and blue sky fees and expenses (but not
          including the compensation of regular employees of the Company which
          shall be paid in any event by the Company);

     (e)  the terms "register," "registered" and "registration" refer to a
          registration effected by preparing and filing a registration statement
          or similar document in compliance with the 1933 Act , and the
          declaration or ordering of the effectiveness of such registration
          statement or document by the Securities and Exchange Commission (the
          "SEC");

     (f)  the term "Selling Expenses" means all underwriting discounts and
          selling commissions applicable to the sale of Registrable Securities
          and the fees and disbursements of any counsel engaged by the Investor,
          other than the primary counsel to the Investor,  and the fees and
          expenses of the primary counsel to the Investor which exceed, in the
          aggregate, $25,000; and

     (g)  the number of shares of Registrable Securities "then outstanding"
          shall be the number of shares of Common Stock outstanding which are,
          and the number of shares of Common Stock which upon issuance of then
          exercisable or convertible securities will be, Registrable Securities.

2.   Piggy-back Registration Rights.  If, at any time, the Company proposes to
     ------------------------------
     register (including for this purpose a registration effected by the Company
     for its own account or for the account of a stockholder other than the
     Investor) any shares of Common Stock under the 1933 Act in connection with
     the public offering of such securities (other than a registration form
     relating to:  (a) a registration of a stock option, stock purchase or
     compensation or incentive plan or of stock issued or issuable pursuant to
     any such plan, or a dividend investment plan; (b) a registration of
     securities issued or proposed to be issued in exchange for securities or
     assets of or in connection with a merger or consolidation with, another
     corporation; or (c) a registration of securities issued or proposed to be
     issued in exchange for other securities of the Company), the Company shall,
     each such time, as promptly as reasonably practicable (but in any event not
     less than fifteen (15) days prior to filing the initial registration
     statement with the SEC for such registration), give the Investor written
     notice of such registration.  Upon the written request of the Investor
     given within ten (10) days after receipt of such written notice from the
     Company in accordance with Section 13, the Company shall, subject to the
     provisions of Section 6 (in the case of an underwritten offering), use all
     reasonable efforts to cause to be registered under the 1933 Act all of the
     Registrable Securities that the Investor has requested to be registered.

3.   Obligations of the Company.  Whenever required under this Agreement to
     --------------------------
     effect the registration of any Registrable Securities, the Company shall,
     as expeditiously as reasonably possible:

                                       2
<PAGE>

     (a)  Prepare and file with the SEC a registration statement on proper form
          with respect to such Registrable Securities and use all reasonable
          efforts to cause such registration statement to become effective, and
          upon written request of the Investor, keep such registration statement
          effective for up to 90 days, or, if earlier, until the distribution
          contemplated by such registration statement has been completed;

     (b)  Prepare and file with the SEC such amendments and supplements to such
          registration statement and the prospectus used in connection with such
          registration statement as may be necessary to comply with the
          provisions of the 1933 Act with respect to the disposition of all
          securities covered by such registration statement in accordance with
          the participating sellers' intended method of distribution set forth
          in such registration statement;

     (c)  Furnish to the Investor such number of copies of the registration
          statement and the prospectus included therein, including each
          preliminary prospectus, in conformity with the requirements of the
          1933 Act, and such other documents as it may reasonably request in
          order to facilitate the disposition of Registrable Securities owned by
          it covered by such registration statement;

     (d)  Use its best efforts to register and qualify the Registrable
          Securities covered by such registration statement under the securities
          laws of such jurisdictions as the Investor, or in the case of an
          underwritten offering, the managing underwriter, shall reasonably
          request, provided that the Company shall not be required in connection
          therewith or as a condition thereto to qualify to do business or to
          file a general consent to service of process in any such jurisdiction,
          and further provided that if, under applicable blue sky laws, any
          jurisdiction in which the Registrable Securities shall be qualified
          shall require that expenses incurred in connection with the
          qualification of the Registrable Securities in that jurisdiction be
          borne by the Investor and provided there is no exemption from such
          requirement by reason of the Company's obligation to pay such expenses
          pursuant to the foregoing provisions of this Section 3, and if the
          Investor does not agree to pay such expenses to the extent required by
          such jurisdiction, the Company shall have no obligation hereunder or
          otherwise to register and qualify the Registrable Securities covered
          by such registration statement in such jurisdiction;

     (e)  In the event of any underwritten public offering, enter into and
          perform its obligations under an underwriting agreement with terms
          generally satisfactory to the managing underwriter of such offering.
          The Investor shall also enter into and perform its obligations under
          such an agreement; provided, however, that such agreement is in usual
          and customary form;

     (f)  Promptly notify the Investor of the happening of any event as a result
          of which the prospectus included in a registration statement
          registering the Investor's Registrable Securities hereunder, as then
          in effect, includes an untrue statement of a material fact or omits to
          state a material fact required to be stated therein or

                                       3
<PAGE>

          necessary to make the statements therein not misleading in the light
          of the circumstances in which they were made;

     (g)  Use all reasonable efforts to cause all Registrable Securities
          registered pursuant hereunder to be listed on each securities exchange
          on which similar securities issued by the Company are then listed;

     (h)  Make available for inspection at the Company during its normal
          business hours by the Investor or any attorney, accountant or other
          agent retained by the Investor all pertinent, non-confidential
          financial and other records of the Company as may be reasonably
          requested by the Investor;

     (i)  If a "cold comfort" letter from the Company's independent public
          accountants is obtained in connection with a registration of
          Registrable Securities and such letter is addressed to any selling
          stockholder in such registration, use all reasonable efforts to cause
          such letter to be addressed to the Investor;

     (j)  If a legal opinion from counsel for the Company is obtained in
          connection with a registration of Registrable Securities and such
          opinion is addressed to any selling stockholder in such registration,
          use all reasonable efforts to cause such opinion to be addressed to
          the Investor;

     (k)  Provide a transfer agent or registrar for all Registrable Securities
          registered pursuant hereunder and a CUSIP number for all such
          Registrable Securities; and

     (l)  Use all reasonable efforts to make available the executive officers of
          the Company to participate with the underwriters in any underwritten
          public offering in any "road shows" that may be reasonably requested
          by such underwriters.

4.   Furnish Information.  It shall be a condition precedent to the obligations
     -------------------
     of the Company to take any action pursuant to this Agreement that the
     Investor shall furnish to the Company such information regarding itself,
     the Registrable Securities held by it, and the intended method of
     disposition of such securities as shall be required to effect the
     registration of its Registrable Securities.  In that connection, the
     Investor shall be required to represent to the Company that all such
     information which is given is both complete and accurate in all material
     respects as of that date.

5.   Expenses of Registration.  All Registration Expenses incurred in connection
     ------------------------
     with any registration, qualification or compliance pursuant to this
     Agreement shall be borne by the Company, and all Selling Expenses shall be
     borne by the Investor; provided, however, that if the Investor voluntarily
     withdraws from a registration in which it requested to include its
     Registrable Securities pursuant to Section 2 hereof, the Registration
     Expenses actually incurred by the Company as a result of the Investor's
     request to participate in such registration, including the fees and
     disbursements of primary counsel to the Investor (without regard to the
     $25,000 limit described in Section 1(d) above), shall be borne by the
     Investor, provided the Company provides written substantiation of any such
     expenses incurred by the Company to the Investor.

                                       4
<PAGE>

6.   Underwriting Requirements.  The right of the Investor to "piggyback" in an
     -------------------------
     underwritten public offering of the Company's securities pursuant to
     Section 2 shall be conditioned upon the Investor's participation in such
     underwriting in accordance with the terms hereof and the inclusion of the
     Investor's Registrable Securities in the underwriting to the extent
     provided herein.  The Investor shall (together with the Company and any
     other stockholders distributing their securities through such underwriting)
     enter into an underwriting agreement in customary form with the underwriter
     or underwriters selected for underwriting by the Company.  Notwithstanding
     any other provision of Section 2 and this Section 6, if the underwriter
     determines that marketing factors require a limitation of the number of
     shares to be underwritten, the underwriter may exclude some or all of the
     Registrable Securities from such registration and underwriting, provided
     that the Investor is allowed to participate in the offering in the same
     proportion (based on the total number of securities to be registered in
     such offering) as any other stockholder of the Company (i) participating in
     such offering and (ii) having registration rights on parity with the
     Investor; provided, however, that nothing in this Agreement shall be
     construed to limit the Company's ability to grant registration rights on
     parity with or senior to those rights of the Investor contained herein.  If
     the Investor disapproves of the terms of any such underwriting, it may
     elect to withdraw therefrom by written notice to the Company.  Any
     Registrable Securities excluded or withdrawn from such underwriting in
     accordance herewith shall be withdrawn from such registration.

7.   Delay of Registration.  The Investor shall not have any right to obtain or
     ---------------------
     seek an injunction restraining or otherwise delaying any such registration
     as the result of any controversy that might arise with respect to the
     interpretation or implementation of this Agreement.

8.   Indemnification.  If any Registrable Securities are included in a
     ---------------
     registration statement under this Agreement:

     (a)  To the extent permitted by law, the Company will indemnify and hold
          harmless the Investor, its Affiliates and their respective officers
          and directors, and each person, if any, who controls the Investor
          within the meaning of the 1933 Act or the Securities Exchange Act of
          1934, as amended (the "1934 Act"), against any losses, claims,
          damages, or liabilities (joint or several) to which they or any of
          them may become subject under the 1933 Act, the 1934 Act or any other
          federal or state law or any rule or regulation promulgated thereunder,
          insofar as such losses, claims, damages, or liabilities (or actions in
          respect thereof) arise from or are based upon any of the following
          statements, omissions or violations (collectively a "Violation"):  (i)
          any untrue statement or alleged untrue statement of a material fact
          contained in such registration statement, including any preliminary
          prospectus or final prospectus contained therein or any amendments or
          supplements thereto; (ii) the omission or alleged omission to state
          therein a material fact required to be stated therein, or necessary to
          make the statements therein not misleading; or (iii) any violation or
          alleged violation by the Company of the 1933 Act, the 1934 Act, any
          state securities law or any rule or regulation promulgated under the
          1933 Act, the 1934 Act or any state securities law; and the Company
          will reimburse the Investor, its Affiliates and their respective
          officers,

                                       5
<PAGE>

          directors and controlling persons for any legal or other expenses
          reasonably incurred by them in connection with investigating or
          defending any such loss, claim, damage, liability, or action;
          provided, however, that the indemnity agreement contained in this
          Section 8 shall not apply to amounts paid in settlement of any such
          loss, claim, damage, liability or action if such settlement is
          effected without the consent of the Company (which consent shall not
          be unreasonably withheld), nor shall the Company be liable in any such
          case for any such loss, claim, damage, liability, or action to the
          extent that it arises from or is based upon a violation which occurs
          in reliance upon and in conformity with written information furnished
          expressly for use in connection with such registration by the
          Investor, its Affiliates and their respective officers, directors or
          controlling persons.

     (b)  To the extent permitted by law, the Investor will indemnify and hold
          harmless the Company, each of its directors, each of its officers who
          have signed the registration statement, each person, if any, who
          controls the Company within the meaning of the 1933 Act, any
          underwriter (within the meaning of the 1933 Act) for the Company, any
          person who controls such underwriter, against any losses, claims,
          damages or liabilities (joint or several) to which the Company or any
          such director, officer, controlling person, or underwriter may become
          subject, under the 1933 Act, the 1934 Act or any other federal or
          state law or any rule or regulation promulgated thereunder, insofar as
          such losses, claims, damages, or liabilities (or actions in respect
          thereto) arise from or are based upon any Violation, in each case to
          the extent that such Violation occurs in reliance upon and in
          conformity with written information furnished by the Investor
          expressly for use in connection with such registration; and the
          Investor will reimburse any legal or other expenses reasonably
          incurred by the Company or any such director, officer, controlling
          person, underwriter or controlling person, in connection with
          investigation or defending any such loss, claim, damage, liability, or
          action; provided, however, that the indemnity agreement contained in
          this Section 8 shall not apply to amounts paid in settlement of any
          such loss, claim damage, liability or action if such settlement is
          effected without the consent of the Investor, which consent shall not
          be unreasonably withheld; provided, further, that the Investor shall
          not be liable under this Section 8(b) for any amount in excess of the
          net proceeds received by the Investor in the registered offering out
          of which such loss, claim, damage, liability or action arises.

     (c)  In order to provide for just and equitable contribution in
          circumstances in which the indemnification provided for in this
          Section 8 is applicable but for any reason is held to be unavailable
          from the Company or the Investor, the Company and the Investor shall
          contribute to the aggregate losses, claims, damages and liabilities
          (including any investigation, legal and other expenses reasonably
          incurred in connection with, and any amount paid in settlement of, any
          action, suit or proceeding or any claims asserted) to which the
          Company and the Investor may be subject in such proportion so that the
          Investor is responsible for that portion of the foregoing amount
          represented by the ratio of the net proceeds received by the Investor
          in the offering out of which liability arises to the total proceeds
          received

                                       6
<PAGE>

          from the offering out of which liability arises by the Company and all
          selling stockholders (other than the Investor) and the Company shall
          be responsible for the portion represented by the ratio of proceeds
          received by the Company to the total proceeds received by the Company
          and all selling stockholders (other than the Investor); provided,
          however, that no person guilty of fraudulent misrepresentation (within
          the meaning of Section 11(f) of the 1933 Act) shall be entitled to
          contribution from any person who was not guilty of such fraudulent
          misrepresentation. For purposes of this Section 8(c), each person, if
          any, who controls the Company or the Investor within the meaning of
          the 1933 Act or the 1934 Act, each officer of the Company who shall
          have signed the registration statement and each director of the
          Company shall have the same rights to contribution as the Company as
          calculated herein.

     (d)  No settlement shall be effected without the prior written consent of
          the Investor unless (i)  all claims and actions against the Investor,
          its Affiliates and their respective directors and officers and each
          person who controls the Investor within the meaning of 1933 Act or the
          1934 Act are extinguished by the settlement and the indemnifying party
          obtains a full release of all claims and actions against the Investor,
          its Affiliates and their respective directors and officers and control
          persons, which release shall be to the reasonable satisfaction of the
          Investor.

     (e)  Promptly after receipt by an indemnified party under this Section 8 of
          notice of the commencement of any action (including any governmental
          action), such indemnified party will, if a claim in respect thereof is
          to be made against any indemnifying party under this Section 8, notify
          the indemnifying party in writing of the commencement thereof and the
          indemnifying party shall have the right to participate in, and, to the
          extent the indemnifying party so desires, jointly with any other
          indemnifying party similarly noticed, to assume the defense thereof
          with counsel mutually satisfactory to the parties; provided, however,
          that an indemnified party shall have the right to select and retain
          one separate counsel, with the reasonable fees and expenses to be paid
          by the indemnifying party, to the extent that representation of such
          indemnified party by the counsel retained by the indemnifying party
          would be inappropriate due to actual or potential differing interests
          between such indemnified party and any other party represented by such
          counsel in such proceeding.  The failure to notify an indemnifying
          party within a reasonable time of the commencement of any such action,
          solely to the extent materially prejudicial to its ability to defend
          such action, shall relieve such indemnifying party of any liability to
          the indemnified party under this Section 8, but the omission so to
          notify the indemnifying party will not relieve it of any liability
          that it may have to any indemnified party otherwise than under this
          Section 8.

     (f)  The obligations of the Company and the Investor under this Section 8
          shall survive termination of this Agreement and the completion of any
          offering of Registrable Securities in a registration statement made
          under the terms of this Agreement and otherwise.

                                       7
<PAGE>

9.   Assignment of Registration Rights.  The rights to cause the Company to
     ---------------------------------
     register Registrable Securities pursuant to this Agreement may not be
     assigned by the Investor, except to an Affiliate of the Investor, provided
     that such Affiliate agrees in writing to be bound by the obligations of the
     Investor contained herein.

10.  "Market Stand-off" Agreement.  The Investor hereby agrees that it shall
     ----------------------------
     not, to the extent requested by the Company or an underwriter in connection
     with a public offering of Common Stock (or other securities) of the
     Company, sell or otherwise transfer or dispose of any Registrable
     Securities in a market transaction during the 180-day period (or such
     shorter period of time (i) as may be required by the managing underwriter
     in any underwritten public offering or (ii) as may be applicable to any
     other stockholder of the Company) following the effective date of a
     registration statement of the Company filed under the 1933 Act; provided,
     in each case, that the executive officers and directors of the Company and
     stockholders of the Company beneficially owning a number of shares of
     Common Stock equal to or greater than the number of shares of Common Stock
     then beneficially owned by the Investor and its Affiliates shall have
     agreed to provisions at least as restrictive as those set forth in this
     Section 10.  In order to enforce the foregoing covenant, the Company may
     impose stop-transfer instructions with respect to the Registrable
     Securities of the Investor (and the shares or securities of every other
     person subject to the foregoing restriction) until the end of such 180-day
     period (or shorter period in accordance with the foregoing).

11.  Rule 144.  With a view of making available to the Investor the benefits of
     --------
     Rule 144 promulgated under the 1933 Act and any other rule or regulation of
     the SEC that may at any time permit the Investor to sell securities of the
     Company to the public without registration, the Company agrees to use all
     reasonable efforts to make and keep public information available, as those
     terms are understood and defined in SEC Rule 144, and to file with the SEC
     all reports and other documents required to be filed under the 1933 Act and
     the 1934 Act.

12.  Termination.  This Agreement shall terminate on the earlier to occur of (i)
     -----------
     the fifth anniversary of the date hereof and (ii) the date on which the
     Investor may sell all Registrable Securities held by it in any three-month
     period without registration under the 1933 Act under Rule 144 promulgated
     under the 1933 Act.

13.  Notices.    All notices, demands and other communications provided for or
     -------
     permitted under this Agreement shall be made in writing and will either be
     (i) personally delivered, (ii) sent by postage prepaid certified mail,
     return receipt requested, (iii) delivered by courier service, (iv)
     transmitted by facsimile with confirmation of receipt by telephone, or (v)
     transmitted by e-mail with confirmation of receipt by telephone, and will
     be deemed to have been given when received, to:

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<PAGE>

     If to the Company, to:

          Roxio, Inc.
          461 South Milpitas Boulevard
          Milpitas, CA  95035
          Attention: Chief Executive Officer with a copy to internal counsel
          Facsimile:  408-957-7963
          e-mail: gorog@roxio.com; growney@roxio.com

          with a copy to:

          O'Melveny & Myers LLP
          990 Marsh Road
          Menlo Park, CA  94025
          Attention:  David A. Krinsky, Esq.
          Facsimile: 650-473-2601
          e-mail: dkrinsky@omm.com

     If to the Investor, to:

          Virgin Holdings, Inc.
          c/o EMI Recorded Music, New Media Group
          1750 N. Vine Street, YV-3
          Hollywood, CA  90028
          Attention:  Robyn L. Glaser, VP, Business & Legal Affairs, New Media
          Facsimile:  (323) 769-4553
          e-mail:  robyn.glaser@emicap.com

     or to such other person or at such other address as either party shall
     hereafter designate.

14.  Further Assurances.  Each of the parties hereto shall use its reasonable
     ------------------
     and diligent best efforts to execute such further documents and other
     papers and perform such further acts as may be reasonably required or
     desirable to carry out the provisions hereof and the transactions
     contemplated herein.

15.  Modifications, Amendments and Waivers.  This Agreement may not be amended,
     -------------------------------------
     modified or altered except by a written instrument executed by both parties
     hereto in the same manner in which this Agreement has been executed.

16.  Entire Agreement.  This Agreement is intended to embody the final, complete
     ----------------
     and exclusive agreement among the parties with respect to the Investor's
     registration rights relating to the Registrable Securities, is intended to
     supersede all prior agreements, understandings and representations written
     or oral, with respect thereto, and may not be contradicted by evidence of
     any such prior or contemporaneous agreement, understanding or
     representation, whether written or oral.

                                       9
<PAGE>

17.  Governing Law and Venue.  This Agreement is to be governed by and construed
     -----------------------
     in accordance with the laws of the State of California applicable to
     contracts made and to be performed wholly within such state, and without
     regard to the conflicts of laws principles thereof.

18.  Binding Effect; Assignment.  This Agreement and the rights, covenants,
     --------------------------
     conditions and obligations of the respective parties hereto and any
     instrument or agreement executed pursuant hereto shall be binding upon the
     parties and their respective successors, assigns and legal representatives.
     This Agreement may not be assigned by the Investor (other than to an
     Affiliate of the Investor who agrees in writing to be bound by the terms
     hereof) without the prior written consent of the Company, not to be
     unreasonably withheld or delayed.

19.  Counterparts.  This Agreement may be executed simultaneously in any number
     ------------
     of counterparts, each of which shall be deemed an original but all of which
     together shall constitute one and the same instrument.  This Agreement may
     be executed by facsimile signatures.

20.  Section Headings.  The section headings of this Agreement are for
     ----------------
     convenience of reference only and shall not be deemed to alter or affect
     any provision hereof.

21.  Representation by Counsel.  Any rule of law, including but not limited to,
     -------------------------
     Section 1654 of the California Civil Code, or any legal decision that would
     require interpretation of any claimed ambiguities in this Agreement against
     the party that drafted it has no application and is expressly waived.

22.  Severability.  Every provision of this Agreement is intended to be
     ------------
     severable.  If any term or provision hereof is illegal or invalid for any
     reason whatsoever, then such illegality or invalidity shall not affect the
     validity of the remainder of the Agreement.

                            [Signature Page Follows]

                                       10
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement with the intent and agreement that the same shall be effective
as of the day and year first above written.

                                        THE COMPANY:

                                        ROXIO, INC.

                                        By:   /s/ Wm. Christopher Gorog
                                            -----------------------------
                                        Name:
                                              ---------------------------
                                        Title:
                                               --------------------------


                                        THE INVESTOR:

                                        VIRGIN HOLDINGS, INC.

                                        By:   /s/ Jay A. Samit
                                            -----------------------------
                                        Name:
                                              ---------------------------
                                        Title:
                                               --------------------------

                                      S-1