NYON, Switzerland (Reuters) -- Holders Barcelona will play Bayer Leverkusen while strongly-tipped Bayern Munich will face Basel in the Champions League Round of 16 following the draw on Friday.
Seven-times champions AC Milan will face Arsenal in one of two Italian-English ties with Napoli, in the knockout rounds for the first time, facing Chelsea.
Arsenal have advanced on all eight occasions when they have met Italian teams in the knockout rounds.
"If we remain focused and play with full force then we have a good chance to move into the quarter-finals," said Bayern CEO Karl-Heinz Rummenigge on the club website (www.fcbayern.de). "But please, no underestimating Basel."
This season's final will be played in Munich's Allianz Arena stadium in May.
Surprise packages APOEL Nicosia, the first Cypriot club to reach this stage, will play Olympique Lyon while Real Madrid, seeking to become European champions for a tenth time, play CSKA Moscow.
The other matches pitch Zenit St Petersburg against Benfica, who last were European champions 50 seasons ago, and 1993 champions Olympique Marseille who will play three-times winners Inter Milan.
The first legs will be played on Feb. 14/15 and 21/22, with the return legs on March 6/7 and 13/14.
The draw in full:
Olympique Lyon v APOEL Nicosia
Napoli v Chelsea
AC Milan v Arsenal
Basel v Bayern Munich
Bayer Leverkusen v Barcelona
CSKA Moscow v Real Madrid
Zenit St Petersburg v Benfica
Olympique Marseille v Inter Milan
Group stage runners-up listed first and will play first legs at home.