Can I transfer/sell an upgrade version

I've moved to CC and have CS5.5 UPGRADE VERSION for Mac in the box, that I had used previously. Is there any problem with selling that now that I've deactivated it from my system? I don't want the next user to have trouble.

There will be a problem if the person you sell/transfer it to does not have a qualifying older version that will allow them to use the upgrade version.
Here is some other info that might be helpful for you...
Reselling Adobe Software
http://helpx.adobe.com/x-productkb/policy-pricing/transfer-product-license.html

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