The upgrade version requires a valid serial number from a commercial version of Final Cut Studio, Production Suite, or Final Cut Pro 1, 2, 3, 4, or 5. Academic and not-for-resale versions are not eligible for this upgrade.
I'm guessing here since I can't find any info on it, but I'm sure there is some sort of import or upgrading of a project. But I would suggest finishing out your current project before upgrading if that is what you are currently doing.