[Draft--]



                                   AXION INC.
                    PROXY FOR SPECIAL MEETING OF STOCKHOLDERS
                                __________, 1995


               The undersigned stockholder of Axion Inc., a Delaware corporation
("Axion") hereby constitutes and appoints Michael D. Goldberg and Garrett J.
Roper, each of them, the attorneys and proxies of the undersigned, each with the
power of substitution, to attend and act for the undersigned at the Special
Meeting of Stockholders of Axion to be held at the offices of Gunderson Dettmer
Stough Villeneuve Franklin & Hachigian, LLP, legal counsel to Axion, located at
600 Hansen Way, Second Floor, Palo Alto, California, on __________, 1996 at
10:00 a.m. local time, and at any adjournments or postponements thereof, and in
connection therewith to vote and represent all of the shares of Common Stock and
Preferred Stock of Axion held of record by the undersigned on ______, 1996 as
follows on the reverse side of this proxy.

               Said attorneys and proxies, and each of them, shall have all the
powers that the undersigned would have if acting in person. The undersigned
hereby revokes any other proxy to vote at such meeting and hereby ratifies and
confirms all that said attorneys and proxies, and each of them, may lawfully do
by virtue hereof. Said proxies, without hereby limiting their general authority,
are specifically authorized to vote in accordance with their best judgment with
respect to all matters incident to the conduct of the meeting and all matters
presented at the meeting but which are not known to the Board of Directors at
the time of the solicitation of this proxy.
                                    PLEASE MARK YOUR CHOICE LIKE |X|
                                    THIS IN BLUE OR BLACK INK


                        THIS PROXY IS SOLICITED ON BEHALF
                       OF THE BOARD OF DIRECTORS OF AXION


   _____________________________                  ___________________________
             COMMON                                        PREFERRED

The Board of Directors recommends a vote FOR Proposals Nos. 1 and 2.

1.      PREFERRED STOCK PROPOSAL. For holders of Axion Preferred Stock, to
        consider and vote upon a proposal to convert each issued and outstanding
        share of Axion Preferred Stock in fully paid and nonassessable shares of
        Axion Common Stock at an applicable conversion price.

                     [_] FOR        [_] AGAINST     [_] ABSTAIN

2.      AUTHORIZATION AND ADOPTION OF THE AGREEMENT AND PLAN OF MERGER. For all
        stockholders, to consider and vote upon the proposal to adopt and
        approve the Merger (as defined below) and the Agreement and Plan of
        Merger, dated as of August 2, 1996 (the "Merger Agreement"), by and
        among Axion, Bristol-Myers Squibb Company, a Delaware corporation
        ("BMS"), and OTN Acquisition Sub Inc., a








                                                                               2


        Delaware corporation and wholly owned subsidiary of BMS (the
        "Purchaser"), pursuant to which, among other things:

               (i) The Purchaser will merge with and into Axion (the "Merger")
        and Axion will become a wholly owned subsidiary of BMS.

             (ii) Prior to the Merger, all options to purchase shares of Axion
        Common Stock will be exercised or canceled and, if approved, the
        Preferred Stock Proposal will be implemented;

            (iii) At the Effective Time each issued and outstanding share of
        Axion Common Stock (other than any shares of Axion Common Stock owned by
        Axion or any subsidiary of Axion or BMS or any wholly owned subsidiary
        of BMS and any Dissenting Shares) will be converted into the right to
        receive the number of fully paid and nonassessable shares of BMS Common
        Stock determined as provided in the Merger Agreement.

                    [_] FOR        [_] AGAINST     [_] ABSTAIN

               Each of the above-named proxies present at said meeting, either
in person or by substitute, shall have and exercise all the powers of said
proxies hereunder. This proxy will be voted in accordance with the choices
specified by the undersigned on this proxy. In their discretion, each of the
above-named proxies is authorized to vote upon such other business incident to
the conduct of the Special Meeting as may properly come before the meeting or
any postponements or adjournments thereof. IF NO INSTRUCTIONS TO THE CONTRARY
ARE INDICATED HEREON, THIS PROXY WILL BE TREATED AS A GRANT OF AUTHORITY TO VOTE
FOR PROPOSALS NOS. 1 AND 2 AND ON ANY OTHER MATTERS TO BE VOTED UPON.

               The undersigned acknowledges receipt of a copy of the Notice
of Special Meeting of Stockholders and Proxy Statement/Prospectus
relating to the meeting.

               IMPORTANT: In signing this proxy please sign exactly as your
name(s) is (are) shown on the share certificate to which the proxy applies. When
signing as an attorney, executor, administrator, trustee or guardian, please
give your full title as such. If a corporation, please sign in full corporate
name by President or other authorized officer. If a partnership, please sign in
partnership name by authorized person. EACH JOINT TENANT MUST SIGN.


_________________________________
Signature


_________________________________
(Additional signature if held jointly)

DATED: ______________________, 1996
    
PLEASE SIGN, DATE AND RETURN YOUR PROXY PROMPTLY IN THE ENVELOPE PROVIDED, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.