New Delhi, Jan 29 Real Madrid were defeated in Lisbon by Benfica and finished ninth and will have to face a play-off to reach the last 16 of the Champions League against Benfica or Bodo/Glimt.
Goalkeeper Anatoliy Trubin's sensational 98th-minute header earned Benfica a place in the knockout phase play-offs.
The Eagles looked set to miss out despite recovering from 1-0 down to open up a 3-1 lead thanks to two goals from Andreas Schjelderup either side of Vangelis Pavlidis' penalty.
Kylian Mbappe's second of the game – his 13th league phase goal setting a new record – pushed them out of the top 24 and there they remained until Jose Mourinho ordered Trubin forward and, against opponents suddenly down to nine men, the Ukrainian delivered the telling blow.
The league phase concluded in thrilling style with 18 simultaneous kick-offs, as Barcelona and Sporting CP secured top-eight positions alongside Bayern and five English teams.
Meanwhile, goalkeeper Anatoliy Trubin's last-gasp header sensationally earned Benfica a place in the knockout phase play-offs.
Sporting secured a top-eight finish following Alisson Santos' dramatic winner in Bilbao.
The visitors twice pegged back their opponents at San Mames, where Ousmane Diomande and Francisco Trincao cancelled out efforts from Oihan Sancet and Gorka Guruzeta, respectively.
Then, in the fourth minute of stoppage time, Santos drilled a last-gasp winner beyond Unai Simon, who had kept out Luis Suarez's initial attempt.
Barcelona came from behind to secure a top-eight spot thanks to four second-half goals in 4-1 win over Copenhagen. Seventeen-year-old Viktor Dadason put Copenhagen ahead in the fourth minute, running onto a pass from Mohamed Elyounoussi to slot in.
Barcelona pushed for an equaliser and broke through early in the second half, when a superb long ball from Dani Olmo found Lamine Yamal to set up Robert Lewandowski to level.
Yamal scored a goal of his own on the hour through a deflected strike that looped in, and Raphinha extended the hosts' advantage from the penalty spot before Marcus Rashford's late free-kick wrapped up the victory.
Arsenal beat Kairat Almaty 3-2 to record their eighth victory to become the first team to finish the league phase with a 100% record.
The Gunners flew out of the blocks, Viktor Gyokeres charging through and curling in a low finish within three minutes.
The visitors responded quickly, Jorginho stroking in a confident penalty four minutes later, but Arsenal had reasserted themselves by half-time – Kai Havertz cutting in from the right to curl in and Gabriel Martinelli finishing a fine team move.
The home side continued to dominate in the second-half but Kairat concluded their campaign on a positive note when Ricardinho headed in with the final touch of the match.
Liverpool secured a comfortable 6-0 win over Qarabag at Anfield to confirm their place in the round of 16. The hosts dominated from the outset and opened the scoring through Alexis Mac Allister's close-range header, doubling their advantage courtesy of Florian Wirtz's low drive into the bottom corner.
Mohamed Salah made it 3-0 with a sweetly-struck free-kick, before Hugo Ekitiké's deft finish added a fourth seven minutes later. Mac Allister bundled in before Federico Chiesa completed the scoring in the final minute to secure Liverpool a top-eight finish for the second season running.
Tottenham sealed a place in the top eight by winning in Frankfurt 2-0 for the second consecutive season. Meanwhile, first-half masterclass from Jeremy Doku secured Man City a comfortable win to finish the league phase and earn a top-eight spot.
Elsewhere, Joao Pedro scored a fine double as Chelsea came from behind to progress directly to the last 16 and eliminate Napoli.
Last season's finalists Inter Milan soaked up pressure from Dortmund but struck with precision to win 2-0.
The Italian side grew into the game and broke the deadlock when Federico Dimarco curled a sublime free kick past Gregor Kobel.
Serhou Guirassy had a great chance for the hosts in the first-half but Andy Diouf was on hand to wrap it up in added time with a deflected second.
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