Milan will take on Arsenal and Chelsea await Napoli in the last 16 of the Champions League. Inter, meanwhile, have been paired with Marseille.
The draw for the first knock-out stage of the competition took place in Nyon, Switzerland, today and it wasn’t particularly kind to Serie A.
The Rossoneri and the Azzurri have daunting trips to London after they failed to top their qualification groups.
Inter, having come first in their section, will take on Marseille – a side bossed by former Juventus midfielder and Coach Didier Deschamps.
The first leg ties will be split over February 14-15 and 21-22. The second legs are set for March 6-7 and 13-14.
The full line-up…
Lyon v Apoel Nicosia
Napoli v Chelsea
Milan v Arsenal
Basel v Bayern Munich
Bayer Leverkusen v Barcelona
CSKA Moscow v Real Madrid
Zenit v Benfica
Marseille v Inter
Think you know your Italian football? Share your knowledge, tips and comments to win cash prizes in OLBG's tipster competition  - £11,000 to be won monthly!