Real Madrid guaranteed their place in the Champions League knockout stages as Cristiano Ronaldo's brace gave Jose Mourinho's men a 2-0 victory at Lyon.
Bayern Munich need just a point from their final two group games to join Madrid after holding off Napoli's brave fightback in a narrow 3-2 success.
A second half equaliser from Basel prevented Benfica clinching their spot.
Serie A strugglers Inter Milan enjoyed a welcome break from domestic duty with a 2-1 win against Joe Cole's Lille.
Former Manchester United man Ronaldo scored a goal in each half to secure a win which maintains Real's 100% record in Group D.
Second place Ajax still have work to do to join them but they did their hopes no harm with a 4-0 hammering of Dinamo Zagreb.
Bayern's Mario Gomez became the leading German goalscorer in the competition with a first-half hat-trick, but missed out on joining an illustrious band of players to have scored four times in a single Champions League match.
Gomez put the Group A leaders firmly in command against Napoli.
But Federico Fernandez pulled one back before the break and, after Napoli's Camilo Zuniga and Bayern's Holger Badstuber were both harshly sent off for two bookable offences, hit a late second.
The home win means Manchester City, who won 3-0 at Villarreal, will qualify for the last 16 if they beat Napoli in Italy later this month.
Benfica started the night two points clear of Manchester United in Group C and knowing a win would almost certainly be enough.
But despite Rodrigo's fourth-minute opener, Basel grabbed a point when Benjamin Huggel equalised on 64 minutes.
United moved above Benfica to lead the group on goal difference following their 2-0 triumph over Otelul Galati.
Claudio Ranieri's Inter Milan moved four points clear of their nearest rivals in Group B.
Walter Samuel opened the scoring in the 18th minute and Diego Milito added a second in the 65th, before an 83rd-minute strike from Tulio de Melo gave Lille a glimmer of hope.
The night got better for Inter as Trabzonspor and CSKA Moscow were forced to settle for a goalless draw in Turkey.