AC Milan booked their place in the last 16 of the Champions League after posting a scrappy 2-0 victory over Auxerre in Burgundy.
Zlatan Ibrahimovic's wonderful 64th-minute opener came out of the blue and he was later replaced by Ronaldinho, who netted the second late on.
That left Milan on eight points in Group G, and Ajax's 4-0 thumping at home to Real Madrid ensured the Rossoneri would qualify as runners-up to the Spaniards.
Goals from Karim Benzema and Alvaro Arbeloa put Madrid in control and Cristiano Ronaldo struck twice after the break, the second from the penalty spot. Madrid finished the match with only nine men after Xabi Alonso and Sergio Ramos were sent off in the closing stages after picking second yellow cards for time-wasting.
Marseille cruised into the last 16 with a 3-0 victory over Spartak Moscow at the Luzhniki Stadium. Mathieu Valbuena got Didier Deschamps' men off to the perfect start with a fine opener inside 20 minutes, and further strikes by Loic Remy and Brandao after the break ensured OM the margin of victory they required to progress.
In the night's other Group F encounter, Chelsea ensured they would progress as winners with a 2-1 win over MSK Zilina at Stamford Bridge.
Roma captain Francesco Totti capped a magnificent comeback with a late penalty as the Italians stunned Bayern Munich 3-2 at the Stadio Olimpico in Group E.
Trailing 2-0 at half-time after Mario Gomez's two goals, Marco Borriello hit the back of the net four minutes after the re-start before Daniele De Rossi equalised. Totti then scored the winner from the penalty spot six minutes from the end after Borriello had been brought down by Bayern goalkeeper Thomas Kraft.
Frederico Almerares scored the only goal to keep Basle's hopes of qualification from Group E alive. Almerares netted after 14 minutes against bottom side Cluj, who rarely threatened the home goal at St Jakob Park.
In Group H Shakhtar Donetsk scored three second-half goals to brush aside Partizan Belgrade and virtually assure progression from Group H Goals from Taras Stepanenko, Jadson and Eduardo put Shakhtar in charge of the group as Arsenal were beaten 2-0 by Braga.