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Milan will progress with a win at Auxerre, as long as group leaders Real beat Ajax Amsterdam, and Marseille can advance from Group F if they beat Spartak Moscow by any score other than 1-0.
Seven-times champions AC Milan, 1993 winners Olympique Marseille and 2006 runners-up Arsenal have a chance to join Real Madrid, Chelsea and Bayern Munich in the Champions League last 16 on Tuesday.
Milan, sitting top of Serie A and second in Group G, will progress with a win at Auxerre, as long as group leaders Real beat Ajax Amsterdam, and Marseille can advance from Group F if they beat Spartak Moscow by any score other than 1-0.
Arsenal, who top Group H on goal difference from Shakhtar Donetsk, need just a draw in Braga to guarantee qualification and Shakhtar would also qualify if they obtain a better result than Braga at Partizan Belgrade.
"Auxerre are in great form, their recent results have been excellent and at home they always manage to give their best," Milan coach Massimiliano Allegri told a news conference on Monday before the team flew to central France.
"We need to play a great game in order to get a positive result."
Auxerre defender Stephane Grichting said it would be important for the French side to counter the threat of Milan's in-form Swedish striker Zlatan Ibrahimovic, who has scored three goals in four matches in this season's competition.
"Stopping Ibrahimovic will be one of the keys to the game," Grichting told a news conference. "We'll have to be careful with him. He''s an extraordinary striker."
AS Roma will qualify from Group E if they beat visiting Bayern and CFR Cluj and Basel draw, although the Bundesliga club, last season's runners-up, will be keen to secure top spot.
Matches in Groups A to D are on Wednesday. The draw for the last 16 is on Dec 17.
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