FC Basel's goalkeeper Yann Sommer celebrates as Marco Streller put his side ahead.
Man Utd's players show their frustration, but a draw would still be enough.
Nemanja Vidic had to taken off after suffering a knee injury.
Phil Jones netted a late consolation, but it was not enough.
FC Basel made it through as they hung on to claim a 2-1 win.
Oscar Cardozo celebrates with Jardel after giving Benfica a 1-0 win against Otelul Galati
David Silva hammers Man City ahead against Bayern Munich. They had to win.
Yaya Toure slots home City's second, to give them a 2-0 win.
Roberto Mancini's Champions League adventure came to an end, despite their win.
Sergio Aguero shows his frustration as full time did not see City progress.
Napoli could pip City if they won, and argued with the referee after he failed to send off Villarreal's Cristian Zapata.
However, they netted twice to finish second and celebrated their progress into the next round.
Dinamo Zagreb's players celebrate the opening goal from Mateo Kovacic against Lyon.
But a red card gave Lyon the advantage and Bafetimbi Gomis hit four as they came back.
Lyon's hero Bafetimbi Gomis is congratulated as the French side went through with a 7-1 win.
Real Madrid's Jose Callejon slots the ball home to put his side up against Ajax.
Ajax's Christian Eriksen reacts as his side fell 3-0 and crashed out.
CSKA went ahead but Inter Milan's Esteban Cambiasso levelled the scores.
Vasili Berezutski's late goal put CSKA through.
Trabzonspor's goalkeeper Tolga Zengin makes a save in a 0-0 draw with Lille.