AXION INC.
                    PROXY FOR SPECIAL MEETING OF STOCKHOLDERS
                                October 18, 1996


               The undersigned stockholder of Axion Inc., a Delaware corporation
("Axion"), hereby constitutes and appoints Michael D. Goldberg and Garrett J.
Roper, and 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 October 18, 1996 at 8:00
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 August 31, 1996 as
follows on the reverse side of this proxy.

                  THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
AXION. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS NOS. 1 AND 2.


                        PLEASE MARK YOUR CHOICE LIKE [X]
                            THIS IN BLUE OR BLACK INK


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 into fully paid and nonassessable shares
        of Axion Common Stock at the applicable conversion price and to
        determine that the Merger (as defined below), the distribution to
        holders of Axion Common Stock and holders of Axion Preferred Stock of
        all the then outstanding shares of preferred stock of Axion HealthCare
        Inc., a wholly owned subsidiary of Axion, and related transactions do
        not constitute a liquidation, dissolution or winding up of Axion under
        its amended and restated certificate of incorporation.


            [   ]  FOR               [  ]  AGAINST               [  ] ABSTAIN

2.      ADOPTION AND APPROVAL OF THE AGREEMENT AND PLAN OF MERGER. FOR ALL
        STOCKHOLDERS, to consider and vote upon a proposal to adopt and approve
        the Amended and Restated Agreement and Plan of Merger, dated as of
        August 2, 1996, by and among Axion, Bristol-Myers Squibb Company, a
        Delaware corporation ("BMS"), and OTN Acquisition Sub Inc., a Delaware
        corporation and wholly-owned subsidiary of BMS ("BMS Sub"), pursuant to
        which, among other things, BMS Sub will merge with and into Axion (the



 




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        "Merger") and Axion will survive the Merger as a wholly-owned subsidiary
        of BMS.


            [   ]  FOR               [  ]  AGAINST               [  ] ABSTAIN


               Each of the above-named proxies present at said meeting, either
in person or by substitute, shall have and exercise all powers of the
undersigned proxies hereunder. 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. 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
WITHIN THE DISCRETION OF THE ABOVE-NAMED PARTIES ON ANY OTHER MATTERS TO BE
VOTED UPON.

               The undersigned acknowledges receipt of a copy (including the
Appendices thereto) 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.