  Results of exclusive photoproduction of Upsilon states in Ultraperipheral
collisions (UPC) of protons and ions with the CMS experiment are presented,
which provides a clean probe of the gluon distribution at small values of
parton fractional momenta $x \approx 10^{-2} 10^{4}$ at central rapidities (|y|
$< 2.5$). The three Upsilon states (1S, 2S, 3S) are measured in the dimuon
decay channel along with the photon-photon decaying to dimuon QED continuum at
$\sqrt{s_{NN}}=5.02$~TeV for integrated luminosity of $L_{int} = 35$ nb$^{-1}$.
The total Upsilon photoproduction cross sections at different photon-proton
center of mass energy $W_{\gamma p}$ and t-differential distributions are
presented and compared with other experimental results as well as theoretical
predictions.
