Eden Hazard rescues a last-minute 1-1 draw against Sparta Prague to send Chelsea through.
David Lafata had earlier wiped out Chelsea's 1-0 first leg advantage with his goal at Stamford Bridge.
Maxime Gonalons scores to give Lyon an early lead and almost knock Spurs out of Europe.
But just in the nick of time Mousa Dembele rescues Spurs to set up a last-16 tie with Inter Milan.
A Jamie Carragher mistake allows Hulk to score a vital away goal for Zenit, leaving Liverpool in trouble.
Luis Suarez is congratulated after pulling a goal back for Liverpool and levelling the scores on the night.
Luis Suarez scores his second and Liverpool's third of the night but it was to be all in vain as they crashed out on away goals.
A second half penalty from cult hero Shola Ameobi settled a close affair with Metalist in Newcastle's favour.
Fredy Guarin sealed Inter's safe progress with a brace in a 3-0 win at Cluj, 5-0 on aggregate.
Falcao scores to give Atletico a win over Rubin Kazan but is was not enough as the holders crashed out on aggregate.
Stanislav Tecl doubles Viktoria Plzen's lead to give them a 2-0 win on the night and a 5-0 win on aggregate against Napoli.
Lazio versus Borussia Monchengladbach didn't live up to the fireworks in the stands as the Italians progressed with ease.