Group winners play runners-up, other than teams from their own pool or nation, while from the quarter-finals on the draw is free. The draw will be held on Friday, December 16th

GROUP WINNERS

Bayern Munich, Inter Milan, Benfica, Real Madrid, Chelsea, Arsenal, Apoel Nicosia, Barcelona

GROUP RUNNERS-UP

Napoli, CSKA Moscow, FC Basel, Olympique Lyon, Bayer Leverkusen, Marseille, Zenit St Petersburg, AC Milan