Gloucester failed to reach the Champions Cup quarter-finals as they were overpowered by Toulouse in France.
Tries from Louis Rees-Zammit and Jason Woodward kept the Cherry and Whites within touching distance at half-time.
But two second-half scores gave Toulouse a bonus-point win, meaning Gloucester could not take the final qualification place from Saracens.
The visitors needed to win with a bonus point or by more than 12 points to reach the last eight.
Gloucester's loss guarantees Saracens' place in the quarter-finals, while Toulouse will have home advantage for the knockout stages.
Rees-Zammit limped off the field later in the first half, giving Wales an injury scare ahead of the Six Nations.
Toulouse pull away in second half
An away victory in France is never easy but Gloucester looked in with a chance as Rees-Zammit gathered Woodward's cross-field kick to go over in the third minute.
Toulouse soon hit back as Joe Tekori went over from a rolling maul and France fly-half Romain Ntamack grabbed an offload from Antoine Dupont to add another five points.
Lloyd Evans was shown a yellow card for a high tackle on South Africa wing Cheslin Kolbe and Toulouse capitalised on the man advantage as Ntamack sliced through defenders to score again.
Evans returned to the field and immediately redeemed himself as his pass found Woodward, whose try sent Gloucester in seven points down at half-time, though Rees-Zammit had limped off just before.
But Toulouse turned the screw after the break as Kolbe showed his devastating pace to break free, setting up a try for Julien Marchand.
Cyril Baille added another to seal Gloucester's fate and tempers flared, resulting in yellow cards for Gloucester's Alex Craig and Toulouse's Selevasio Tolofua for fighting off the ball.
Toulouse fought for another try that would see them take second seed from Exeter and could give them a potential home semi-final.
Gloucester's Alex Seville was sin-binned for repeated infringements at the scrum but the visitors' defence held firm, meaning the French side will host Irish team Ulster in the quarter-finals on the first weekend of April.
Saracens will travel to Leinster, while Exeter host Northampton, and Clermont take on Racing 92.
Line-ups
Toulouse: Ramos; Bonneval, Guitoune, Ahki, Kolbe; Ntamack, Dupont; Castets, Marchand, Faumuina, Arnold, Tekori, Elstadt, Cros, Kaino (c).
Replacements: Mauvaka, Baille, Aldegheri, Verhaeghe, Tolofua, Bezy, Fouyssac, Medard.
Gloucester: Woodward; Rees-Zammit, Twelvetrees, Atkinson, Thorley; Evans, Heinz (c); Rapava-Ruskin, Gleave, Knight; Craig, Mostert; Polledri, Ludlow, Ackermann.
Replacements: Walker, Seville, Hohneck, Grobler, Clarke, Simpson, Williams, Marshall.
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